United States securities and exchange commission logo

                            December 23, 2020

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

                                                        Re: Viant Technology
                                                            Amendment No. 1 to
Draft Registrant Statement on Form S-1
                                                            Submitted December
9, 2020
                                                            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

       Amendment No. 1 to Draft Registration Statement on Form S-1 Filed
December 9, 2020

       Management's Discussion and Analysis of Financial Condition and Results
of Operations
       Components of Our Results of Operations, page 81

   1.                                                   You state in your
response to prior comment 10 that the customer's decision as to which
                                                        pricing model they
choose impacts the manner in which you recognize revenue rather than
                                                        the performance of the
business. Considering revenue is typically evaluated to assess the
                                                        overall performance of
a business, it appears that a breakdown of your GAAP revenue is
                                                        relevant to an
understanding of your performance. In this regard, your revised disclosures
                                                        indicate that you
expect the percentage of revenue recognized on a net basis will increase
                                                        over time. As this
shift in GAAP revenue due to the pricing models selected may impact
                                                        the percentage growth
in your overall revenues, in an effort to add context to these
 Tim Vanderhook
FirstName LastNameTim
Viant Technology Inc. Vanderhook
December  NameViant
              2020    Technology Inc.
Page 2    23, 2020 Page 2
FirstName LastName
         potential trends, please tell us and revise to separately disclose the
GAAP revenue
         recognized from MSA versus IO arrangements for each period presented.
Use of Non-GAAP Financial Measures, page 83

2.       We have evaluated your response to prior comment 16 and continue to
believe that by
         presenting revenue and total operating expenses net of direct costs,
you have substituted
         an individually tailored revenue recognition principle for GAAP
revenue and expenses.
         Please remove these measures from your non-GAAP disclosures.
Similarly, please revise
         your measure of non-GAAP net revenue per active customer to comply
with the non-
         GAAP guidance. Refer to Item 10(e)(4)(ii) of Regulation S-K, Question
100.04 of the
         Non-GAAP Compliance and Disclosure Interpretations and Rule 100(b) of
Regulation G.
Results of Operations
Comparison of the Years Ended December 31, 2018 and 2019, Revenue, page 85

3.       You state in your response to prior comment 13 that 90% of your
revenue in 2019 was
         from existing customers; however, in your revised disclosure you
indicate that a
         "substantial majority" of your revenue in 2019 was from existing
customers. Please revise
         to remove this qualitative language in favor of specific
quantification so that readers can
         assess trends in this metric from period-to-period. In this regard, we
note that you
         provided similar qualitative disclosure in your comparison of interim
periods, and
         therefore readers are unable to determine whether the percentage of
revenue derived from
         new customers is increasing or decreasing. Similarly, clarify in
quantified terms how
         Adelphic contributed "meaningfully" to your revenues in fiscal 2019.
Executive Compensation, page 122

4.       We note your response to prior comment 22. Please note that executive
         disclosure for the year ended December 31, 2019 is 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.
Concentration of Risk, page F-14

5.       We note your response to comment 23 and your revised risk factor
disclosures. Please tell
         us the number of individual advertising agencies that comprise the two
advertising agency
         holding companies that account for more than 10% of your revenue for
fiscal 2019. Tell
         us the percentage of revenue attributable to each of the agency
holding companies in fiscal
         2019 and to date in fiscal 2020. Also, explain further how you
considered whether the
         loss of either of these agencies might impact your operations and why
further disclosure
         regarding reliance on these holding companies is not necessary. In
this regard, you state
         that if the holding companies exert control over the individual
agencies, any loss or
         relationships with such holding companies and, consequently, their
agencies, local
 Tim Vanderhook
Viant Technology Inc.
December 23, 2020
Page 3
      branches or divisions as customers, could significantly harm your
        You may contact David Edgar, 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

FirstName LastNameTim Vanderhook
                                                           Division of
Corporation Finance
Comapany NameViant Technology Inc.
                                                           Office of Technology
December 23, 2020 Page 3
cc:       Stewart McDowell
FirstName LastName