SEC Comment Letter 0000000000-23-010390 to Direct Digital Holdings, Inc. (DRCT) (CIK 0001880613) (DRCT)
Direct Digital Holdings, Inc. (DRCT) (CIK 0001880613)
Date: Sept. 20, 2023 · CIK: 0001880613 · Accession: 0000000000-23-010390
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo September 20, 2023 Mark D. Walker Chairman and Chief Executive Officer Direct Digital Holdings, Inc. 1177 West Loop South Suite 1310 Houston, TX 77207 Re:Direct Digital Holdings, Inc. Schedule TO-I/A/Schedule 13E-3 filed September 14, 2023 File No. 005-93602 Dear Mark D. Walker: We have reviewed your September 14, 2023 response to our comment letter 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 these comments by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our September 5, 2023 letter. Schedule TO-I/A/Schedule 13E-3 Section 7. Information Concerning Direct Digital Holdings, Inc., page 21 1.In circumstances where the registrant elects to incorporate by reference the information required by Item 1010(a) and (b) of Regulation M-A, all of the summarized financial information required by Item 1010(c) must be disclosed in the document furnished to security holders. See Instruction 1 to Item 13 of Schedule 13E-3. In addition, please refer to telephone interpretation I.H.7 in the July 2001 supplement to our “Manual of Publicly Available Telephone Interpretations” that is available on the Commission’s website at http://www.sec.gov for guidance on complying with a similar instruction in the context of a tender offer. Please revise the disclosure to include the information required by Item 1010(c)(1), (2) and (3).
FirstName LastNameMark D. Walker Comapany NameDirect Digital Holdings, Inc. September 20, 2023 Page 2 FirstName LastName Mark D. Walker Direct Digital Holdings, Inc. September 20, 2023 Page 2 Please direct any questions to Perry Hindin at 202-551-3444. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions cc: Andrew J. Terjesen
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United States securities and exchange commission logo
September 20, 2023
Mark D. Walker
Chairman and Chief Executive Officer
Direct Digital Holdings, Inc.
1177 West Loop South
Suite 1310
Houston, TX 77207
Re:Direct Digital Holdings, Inc.
Schedule TO-I/A/Schedule 13E-3 filed September 14, 2023
File No. 005-93602
Dear Mark D. Walker:
We have reviewed your September 14, 2023 response to our comment letter 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 these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our September
5, 2023 letter.
Schedule TO-I/A/Schedule 13E-3
Section 7. Information Concerning Direct Digital Holdings, Inc., page 21
1.In circumstances where the registrant elects to incorporate by reference the information
required by Item 1010(a) and (b) of Regulation M-A, all of the summarized financial
information required by Item 1010(c) must be disclosed in the document furnished to
security holders. See Instruction 1 to Item 13 of Schedule 13E-3. In addition, please refer
to telephone interpretation I.H.7 in the July 2001 supplement to our “Manual of Publicly
Available Telephone Interpretations” that is available on the Commission’s website at
http://www.sec.gov for guidance on complying with a similar instruction in the context of
a tender offer. Please revise the disclosure to include the information required by Item
1010(c)(1), (2) and (3).
FirstName LastNameMark D. Walker
Comapany NameDirect Digital Holdings, Inc.
September 20, 2023 Page 2
FirstName LastName
Mark D. Walker
Direct Digital Holdings, Inc.
September 20, 2023
Page 2
Please direct any questions to Perry Hindin at 202-551-3444.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions
cc: Andrew J. Terjesen