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United States securities and exchange commission logo
February 2, 2024
Karim Temsamani
Chief Executive Officer
Cardlytics, Inc.
675 Ponce de Leon Avenue NE, Suite 4100
Atlanta, Georgia 30308
Re: Cardlytics, Inc.
Registration
Statement on Form S-3
Filed January 29,
2024
File No. 333-276738
Dear Karim Temsamani:
We have conducted a limited review of your registration statement
and have the
following comment.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe the comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Form S-3 filed January 29, 2024
General
1. You indicate that you
are registering $100 million of securities on behalf of the company
and selling
securityholders. On page 5, you disclose that Selling securityholders are
persons or entities
that, directly or indirectly, have acquired or will from time to time
acquire from us, our
securities. Please revise to identify the initial transaction(s) pursuant
to which the securities
the selling securityholders are offering were originally sold. Please
also clarify that the
initial offering was completed and the securities were issued and
outstanding prior to
filing this registration statement on Form S-3. Revise your fee table,
prospectus cover page
and elsewhere as appropriate to disclose the aggregate number of
shares being registered
for resale. File a revised legal opinion that covers the securities to
be offered for resale
by the selling securityholders. Refer to Securities Act Rule
430B(b)(2) and General
Instruction II.G of Form S-3. For additional guidance, refer to
Karim Temsamani
Cardlytics, Inc.
February 2, 2024
Page 2
Questions 228.03 and 228.04 of our Securities Act Rules Compliance and
Disclosure
Interpretations.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Kathleen Krebs at 202-551-3350 or Jan Woo at 202-551-3453
with any
other questions.
Sincerely,
FirstName LastNameKarim Temsamani
Division of
Corporation Finance
Comapany NameCardlytics, Inc.
Office of Technology
February 2, 2024 Page 2
cc: Mark Ballantyne, Esq.
FirstName LastName