Correspondence 0001104659-23-055178 from Direct Digital Holdings, Inc. (DRCT) (CIK 0001880613) (DRCT)
Direct Digital Holdings, Inc. (DRCT) (CIK 0001880613)
Date: May 2, 2023 · CIK: 0001880613 · Accession: 0001104659-23-055178
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File numbers found in text: 333-271382
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CORRESP
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Direct Digital Holdings, Inc.
1177 West Loop South, Suite 1310, Houston,
Texas 77207
VIA EDGAR
May 3, 2023
Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
100 F Street, N.E.
Washington, D.C. 20549
Attn: Taylor Beech
Re: Direct Digital Holdings, Inc.
Registration Statement
on Form S-3 (File. No. 333-271382)
Request for Acceleration of Effective Date
Ladies and Gentlemen:
Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Direct Digital Holdings, Inc. (the “Company”) hereby requests that the Securities
and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced Registration Statement
on Form S-3 (as amended, the “Registration Statement”) so that the Registration Statement will be declared effective
as of 4:01 p.m. Eastern Time, on May 4, 2023, or at such other time as the Company or its outside counsel, McGuireWoods LLP, may request
via a telephone call to the staff of the Commission.
Once the Registration Statement
has been declared effective, please orally confirm that event with Rakesh Gopalan of McGuireWoods LLP at (704) 343-2275, or in his absence,
David Wolpa of McGuireWoods at (704) 343-2185.
Thank you for your assistance
in this matter.
Sincerely,
Direct Digital Holdings, Inc.
/s/ Susan Echard
Susan Echard, Chief Financial Officer