United States securities and exchange commission logo

                             January 13, 2021

       Tim Vanderhook
       Chief Executive Officer
       Viant Technology Inc.
       2722 Michelson Drive, Suite 100
       Irvine, CA 92612

                                                        Re: Viant Technology
                                                            Amendment No. 2 to
Draft Registrant Statement on Form S-1
                                                            Submitted January
11, 2021
                                                            CIK: 0001828791

       Dear Mr. Vanderhook:

             We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your

              After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments. Unless otherwise noted, where prior comments are referred to
they refer to our letter
       dated December 23, 2021.

       Amendment No. 2 to Draft Registration Statement on Form S-1 Submitted
January 11, 2021

       Risk Factors
       We receive a significant amount of revenue..., page 19

   1.                                                   Please quantify the
percentage of revenue derived from the two advertising agency
                                                        holding companies that
each represented more than 10% of your revenue for the periods
       Unaudited Pro Forma Consolidated Financial Information and Other Data,
page 71

   2.                                                   Please note that once
this information is finalized and actual amounts are provided, we
                                                        may have further
questions regarding your pro forma adjustments related to the
 Tim Vanderhook
FirstName  LastNameTim
Viant Technology Inc. Vanderhook
January 13,NameViant
            2021     Technology Inc.
Page 2 13, 2021 Page 2
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         Reorganization and Offering Transactions.
Key Operating and Financial Performance Metrics
Use of Non-GAAP Financial Measures, page 92

3.       We note that you present the non-GAAP measure of adjusted EBITDA as a
percentage of
         revenue ex-TAC. Please revise to clarify why this measure is useful to
investors and to
         the extent you continue to include such measure, also provide the
comparable GAAP
         measure of net loss as a percentage of gross profit with equal or
greater prominence.
         Refer to Item 10(e)(1)(A)(i) of Regulation S-K.
Revenue ex-TAC, page 93

4.       We note the discussion of your non-GAAP gross profit measure begins
with a discussion
         of your contractual arrangements and includes a cross reference to
your revenue
         recognition critical accounting policy disclosures. Please remove this
information and
         discuss the measure as it relates to your GAAP gross profit or
Executive Compensation, page 120

5.       We note your response to prior comment 4 and the revised executive
         disclosure for the year ended December 31, 2020. Please be advised
that executive
         compensation disclosure for the year ended December 31, 2019 is also
required to be
         included in your registration statement as that information previously
was required to be
         provided in response to a Commission filing requirement. Refer to
Instruction 1 to Item
         402(c) of Regulation S-K.
Notes to Consolidated Financial Statements
Concentration of Risk, page F-16

6.       We have considered your response to prior comment 5 as well as comment
23 in your
         December 9, 2020 letter and continue to believe that you should
disclose the fact that two
         advertising holding companies comprised more than 10% of your revenue
and include the
         percentage of revenue from each such customer for each applicable
period. Please revise
         your footnote disclosures pursuant to ASC 280-10-50-42.
        You may contact David Edgar, Senior Staff Accountant, at (202) 551-3459
or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions
regarding comments
on the financial statements and related matters. Please contact Jeff Kauten,
Staff Attorney, at
(202) 551-3447 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other


                                                              Division of
Corporation Finance
 Tim Vanderhook
Viant Technology Inc.
January 13, 2021
Page 3         LastNameTim Vanderhook
Comapany NameViant Technology Inc.
                                        Office of Technology
January 13, 2021 Page 3
cc:       Stewart McDowell
FirstName LastName