Gibson, Dunn & Crutcher LLP
555 Mission Street
San Francisco, CA 94105-0921
Direct: +1 415.393.8322
Fax: +1 415.374.8461
January 15, 2021
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
100 F Street, N.E.
Washington, D.C. 20549
Attn: Kathleen Collins, David Edgar, Jan Woo, Jeff Kauten
Viant Technology Inc.
Amendment No. 2 to Draft Registrant Statement on Form S-1 Submitted January 11, 2021
Ladies and Gentlemen:
On behalf of Viant Technology Inc. (the Company), this letter responds to the comments of the staff of the Securities and Exchange Commission Division of Corporation Finance (the Staff) contained in your letter, dated January 13, 2021 (the Comment Letter), regarding the above-referenced Amendment No. 2 to Draft Registration Statement on Form S-1 (the Draft Registration Statement), confidentially submitted on January 11, 2021. The Staffs comments are set forth below, followed by the Companys responses. The page references in our response correspond to the page numbers of the Registration Statement on Form S-1 (the Registration Statement), which is being filed publicly today.
Amendment No. 2 to Draft Registration Statement on Form S-1 Submitted January 11, 2021
We receive a significant amount of revenue..., page 19
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 presented.
We have revised the disclosure on page 20 of the Registration Statement in response to this comment.
January 15, 2021
Unaudited Pro Forma Consolidated Financial Information and Other Data, page 71
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 Reorganization and Offering Transactions.
The Company acknowledges the Staffs comment.
Key Operating and Financial Performance Metrics
Use of Non-GAAP Financial Measures, page 92
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.
We have revised the disclosure on pages 95 through 98 in response to this comment.
Revenue ex-TAC, page 93
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 explain.
We have revised the disclosure on page 96 in response to this comment.
Executive Compensation, page 120
We note your response to prior comment 4 and the revised executive compensation 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.
We have revised the disclosure on page 123 in response to this comment.
January 15, 2021
Notes to Consolidated Financial Statements
Concentration of Risk, page F-16
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.
We have revised the disclosure on page F-19 in response to this comment.
If you have any questions regarding the Amendment or the response set forth above, please do not hesitate to call me at (415) 393-8322.
/s/ Stewart L. McDowell
Sarah Solum, Freshfields Bruckhaus Deringer