SecProbe.io

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 May 7, 2025

William Zerella
Chief Financial Officer
ACV Auctions Inc.
640 Ellicott Street, #321
Buffalo, NY 14203

 Re: ACV Auctions Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-40256
Dear William Zerella:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
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CORRESP
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 Document May 5, 2025 United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attn:    Mr. Robert Shapiro and. Ms. Theresa Brillant Re: ACV Auctions Inc. Form 10-K for the Fiscal Year Ended December 31, 2024 File No. 001-40256 Via EDGAR and e-mail delivery Dear Mr. Shapiro and Ms. Brillant: Below is our response to the letter dated April 23, 2025 of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) containing comments to the ACV Auctions Inc. (the “Company”) Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Form 10-K”). For convenience, the Staff’s comments are repeated below in italics, followed by the Company’s response to each comment. . COMMENT 1: Form 10-K for Fiscal Year Ended December 31, 2024 Management's Discussion and Analysis of Financial Condition and Results of Operations Comparison of the Years Ended December 31, 2024 and December 31, 2023 Revenue Marketplace and Service revenue, page 47 1. Please discuss the underlying business reasons for the changes in marketplace and service revenue. We note that increases were primarily volume driven and that buyer fee rates were higher for the year ended December 31, 2024 as compared to the prior year, but the underlying reasons for this growth are not explained. Refer to Item 303(b)(2) of Regulation S-K and sections III.B.2 through III.B.4 of SEC Release 33- 8350. RESPONSE: The Company acknowledges the Staff's comment and respectfully advises that the Company’s revenue is generated primarily through automotive auction sales on its marketplace platform, for which the Company earns a fee from marketplace buyers and marketplace sellers (collectively, “Customers”). The increases in marketplace and service revenue in fiscal year 2024 compared to fiscal year 2023 were driven both by an increase in the volume of auction sales (“Marketplace Units”) completed on the Marketplace Platform (as defined on page 6 of the 2024 Form 10-K) and increased fees per Marketplace Unit sold. As disclosed on page 43 of the 2024 Form 10-K, the volume of Marketplace Units sold on the Marketplace Platform increased to 743,008 in fiscal year 2024 from 598,767 for fiscal year 2023. Within our discussion of Marketplace Units on page 42 we note that this metric is an indicator of the overall engagement of our Customers and our market share of wholesale transactions. The increased volume of transactions in 2024 was driven by an increased number of Customers actively using the Marketplace Platform in 2024 as compared to 2023, as the Company continues to penetrate markets where it does business and win new Customers. On pages 42 and 43 of the 2024 Form 10-K we disclose the increase in the number of marketplace buyers and marketplace sellers and note that we consider these metrics to be an indicator of the health of our marketplace as well as our overall sales and marketing success. The wholesale automotive industry continues to transition to digital transactions, with an increasing amount of Customers transacting digitally versus at physical auction houses. This industry transition, and the Company’s position as a leader in the area of digital wholesale automotive auctions, continues to drive more Customers to our Marketplace Platform. In addition, the average total revenue per Marketplace Unit sold increased in 2024 compared to 2023 due to: (i) an increase in marketplace buyer fee rates in 2024, and (ii) Customers adding more optional ancillary services to the auction, such as vehicle transportation services and financing services, in 2024 compared to 2023. To a lesser extent, acquisitions completed in 2024 drove increases in revenue in 2024 compared to 2023. In future filings, where there are material changes in our results of operations, we will include discussion of the underlying business reasons for such changes within the “Comparison on Years (Months) Ended” section of “Management's Discussion and Analysis of Financial Condition and Results of Operations” consistent with the Commission’s guidance in Item 303(b)(2) of Regulation S-K and Sections III.B.2 through III.B.4 of SEC Release 33-8350. COMMENT 2: Non-GAAP Financial Measures, page 50 2. We note that you exclude amortization of acquired intangible assets from the calculation of Non-GAAP Net income (loss). Please expand your disclosure to explain that although amortization of these acquired intangibles is being excluded, revenue generated from these assets is still included in the measure and that these assets contribute to revenue generation. RESPONSE: The Company acknowledges the Staff's comment and respectfully advises that in future filings, we will expand the disclosure to explain that although amortization of acquired intangible assets is being excluded from Non-GAAP Net income (loss), revenue generated from these assets is still included in the measure and that these assets contribute to revenue generation. An illustrative example of our planned future disclosure in consideration of this comment is below (with new text in bold): “Non-GAAP Net income (loss) is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. Some of these limitations include that: (i) it does not consider the impact of stock-based compensation expense; (ii) although amortization is a non-cash charge, the underlying assets may need to be replaced and Non-GAAP Net income (loss) does not reflect these capital expenditures; (iii) it does not consider the impact of any contingent consideration liability valuation adjustments; ( iv) it does not include the amortization of acquired intangible assets but it does include the revenue these acquired intangible assets contribute to the enterprise; and (v) it does not consider the impact of other one-time charges, such as acquisition-related and restructuring expenses, which could be material to the results of our operations. In addition, our use of Non-GAAP Net income (loss) may not be comparable to similarly titled measures of other companies because they may not calculate Non-GAAP Net income (loss) in the same manner, limiting its usefulness as a comparative measure. Because of these limitations, when evaluating our performance, you should consider Non-GAAP Net income (loss) alongside other financial measures, including our net loss and other results stated in accordance with GAAP.” COMMENT 3: Notes to Consolidated Financial Statements Note 16. Acquisitions, page 84 3. Please tell us your consideration of disclosing the amount of revenues and earnings from the acquired entities since their acquisition dates included in the consolidated statement of operations for the year ended December 31, 2024, and supplemental pro forma financial information of the revenue and earnings of the combined entity as though the business combinations that were completed during fiscal 2024 had occurred as of the beginning of the comparable prior annual reporting period. Refer to ASC 805-10-50-2(h)(1). RESPONSE: The Company acknowledges the Staff's comment and respectfully advises that the amount of revenues and earnings from the acquired entities since their acquisition dates included in the consolidated statement of operations for the year ended December 31, 2024, and supplemental pro forma financial information of the revenue and earnings of the combined entity as though the business combinations that were completed during fiscal 2024 had occurred as of the beginning of the comparable prior annual reporting period were not included within Note 16 since we concluded that the acquisitions were not material to the financial statements taken as a whole, and furthermore we concluded that the disclosures prescribed ASC 805-10-50-2(h)(1) with respect to these acquisitions were not material. Our intentions for the future operation of the acquired entities was an important factor in our conclusion that the disclosures prescribed ASC 805-10-50-2(h)(1) were not material. Over time, we intend to transform the operations of those 2024 acquired entities that were physical automotive auctions at the time of acquisition, into remarketing centers supporting our digital auction business. In that regard, we expect that existing automotive dealership customers of the acquired entities will migrate to using the Company’s digital auction offerings over time, and the facilities of the acquired entities will also be used to better serve existing and future commercial sellers. We considered the plans for the acquired entities’ operations to be an important factor in our conclusion that disclosures related to their 2024 operating results and historical pro forma financial information were not material. In addition to the above, we considered multiple quantitative and qualitative factors in concluding that the disclosures prescribed in ASC 805-10-50-2(h)(1) were not material, individually or in the aggregate, with respect to the 2024 acquisitions: ● Actual 2024 net income (loss) from the acquired entities included within the Company’s 2024 financial statements was less than 1% of the Company’s 2024 consolidated net income (loss) in the aggregate. The largest acquisition comprised 4% of the Company’s 2024 consolidated net income (loss), with the other acquisitions collectively offsetting the aggregate impact. ● Actual 2024 revenue from the acquired entities included within the Company’s 2024 financial statements in the aggregate was approximately 10% of the Company’s 2024 consolidated total revenue, with the largest acquisition comprising 5% of the Company’s 2024 revenue. Details about specific 2024 acquisitions’ actual revenue included within the Company’s 2024 consolidated total revenue were disclosed within Item 9A. Controls and Procedures on page 89 of the 2024 Form 10-K. ● Pro forma annual net income (loss) from the acquired entities in the aggregate as compared to the Company’s 2024 consolidated net loss was less than 1%. The largest acquisition comprised 5% of the Company’s 2024 consolidated net income (loss), with the other acquisitions collectively offsetting the aggregate impact. ● Pro forma annual revenue from the acquired entities as compared to the Company’s 2024 consolidated total revenue was approximately 13% in the aggregate, with the largest acquisition comprising 6% of the Company’s 2024 revenue. ● None of the 2024 acquisitions represented an entry into a new line of business. The acquired entities serve the same type of customers as the Company (automotive dealers and other commercial sellers of automobiles), and offer similar types of products (automotive auction services). ● The acquisitions did not change the Company’s overall business strategy. ● We did not consider any of the 2024 acquisitions significant enough to include discussion on a SEC Form 8-K, in a press release issued by the Company, or in any of the Company’s quarterly earnings releases or earnings presentations. We will continue to assess the materiality of acquisitions both individually and in the aggregate in connection with our future filings. COMMENT 4: Note 19. Segment Information, page 87 4. Please tell us your consideration for disclosing how your Chief Operating Decision Maker (CODM) uses the segment measure of net income (loss) in assessing segment performance and deciding how to allocate resources pursuant to ASC 280-10-50- 29(f). Refer to the implementation guidance for a single reportable segment entity in ASC 280-10-55-54c. RESPONSE: The Company acknowledges the Staff's comment and respectfully advises that within Note 19 to the consolidated financial statements we have disclosed that the CODM assesses performance for the ACV segment and decides how to allocate resources based on net income (loss). The CODM uses net income (loss) in budget versus actual analysis to measure performance and as a key input to make resource investment and management compensation decisions. We will include these additional details in future filings. An illustrative example of our planned future disclosure in consideration of this comment is below (new text in bold): “The CODM assesses performance for the ACV segment and decides how to allocate resources based on net income (loss) that also is reported on the income statement as consolidated net income (loss). The CODM uses net income (loss) in budget versus actual analysis to measure performance and as a key input to make resource investment and management compensation decisions.” *** On behalf of ACV Auctions Inc., I thank you for your consideration of our response. Sincerely, William Zerella Chief Financial Officer ACV Auctions Inc. cc: Leanne Fitzgerald, Chief Legal Officer, ACV Auctions Inc. Andrew Peer, Corporate Controller and Chief Accounting Officer, ACV Auctions Inc. Nicole Brookshire, Davis Polk & Wardwell LLP Stephen Byeff, Davis Polk & Wardwell LLP

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 April 23, 2025

William Zerella
Chief Financial Officer
ACV Auctions Inc.
640 Ellicott Street, #321
Buffalo, NY 14203

 Re: ACV Auctions Inc.
 Form 10-K for Fiscal Year Ended December 31, 2023
 File No. 001-40256
Dear William Zerella:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended December 31, 2024
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Comparison of the Years Ended December 31, 2024 and December 31, 2023
Revenue
Marketplace and Service revenue, page 47

1. Please discuss the underlying business reasons for the changes in
marketplace and
 service revenue. We note that increases were primarily volume driven and
that buyer
 fee rates were higher for the year ended December 31, 2024 as compared
to the prior
 year, but the underlying reasons for this growth are not explained.
Refer to Item
 303(b)(2) of Regulation S-K and sections III.B.2 through III.B.4 of SEC
Release 33-
 8350.
 April 23, 2025
Page 2
Non-GAAP Financial Measures, page 50

2. We note that you exclude amortization of acquired intangible assets from
the
 calculation of Non-GAAP Net income (loss). Please expand your disclosure
to explain
 that although amortization of these acquired intangibles is being
excluded, revenue
 generated from these assets is still included in the measure and that
these assets
 contribute to revenue generation.
Notes to Consolidated Financial Statements
Note 16. Acquisitions, page 84

3. Please tell us your consideration of disclosing the amount of revenues
and earnings
 from the acquired entities since their acquisition dates included in the
consolidated
 statement of operations for the year ended December 31, 2024, and
supplemental pro
 forma financial information of the revenue and earnings of the combined
entity as
 though the business combinations that were completed during fiscal 2024
had
 occurred as of the beginning of the comparable prior annual reporting
period. Refer to
 ASC 805-10-50-2(h)(1) and ASC 805-10-50-2(h)(3), respectively, and ASC
805-10-
 50-3.
Note 19. Segment Information, page 87

4. Please tell us your consideration for disclosing how your Chief
Operating Decision
 Maker (CODM) uses the segment measure of net income (loss) in assessing
segment
 performance and deciding how to allocate resources pursuant to ASC
280-10-50-
 29(f). Refer to the implementation guidance for a a single reportable
segment entity in
 ASC 280-10-55-54c.

 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Robert Shapiro at 202-551-3273 or Theresa Brillant at
202-551-3307
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
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CORRESP

 ACV AUCTIONS INC.

640 Ellicott Street, #321

Buffalo, New York 14203

 March 19,
2021

 VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attn:
 Scott Stringer

Angela Lumley

 Scott Anderegg

 Dietrich King

Re:
 ACV Auctions Inc.

Registration Statement on Form S-1

File No. 333-253617

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, ACV Auctions 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-1 (as amended, the “Registration Statement”) and declare the Registration Statement effective as of 4:00 p.m. Eastern time, on March 23, 2021, or as
soon as thereafter practicable, or at such later time as the Company may orally request via telephone call to the staff of the Commission. The Company hereby authorizes each of Nicole Brookshire and Alan Hambelton of Cooley LLP, counsel to the
Company, to make such request on its behalf.

 Once the Registration Statement has been declared effective, please orally confirm that
event with Nicole Brookshire of Cooley LLP, counsel to the Company, at (617) 937-2357, or in her absence, Alan Hambelton at (206) 452-8756.

[SIGNATURE PAGE FOLLOWS]

Very truly yours,

ACV AUCTIONS INC.

By:

 /s/ George Chamoun

Name:

George Chamoun

Title:

Chief Executive Officer

cc:
 William Zerella, ACV Auctions Inc.

Nicole Brookshire, Cooley LLP

Alan Hambelton, Cooley LLP

Shauna Bracher, Cooley LLP

 Trey
Reilly, Cooley LLP

 Richard Truesdell, Jr., Davis Polk & Wardwell LLP

Pedro J. Bermeo, Davis Polk & Wardwell LLP

CORRESP
1
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CORRESP

 Goldman Sachs & Co. LLC

200 West Street, New York, New York 10282

J.P. Morgan Securities LLC

383 Madison Avenue, New York, New York 10179

Citigroup Global Markets Inc.

388 Greenwich Street, New York, New York 10013

March 19, 2021

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
 Scott Stringer

 Angela Lumley

 Scott Anderegg

 Dietrich King

Re:
 ACV Auctions Inc.

 Registration Statement on Form S-1

 (File No. 333-253617)

Ladies and Gentlemen:

 In connection with the
above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of ACV Auctions Inc. that the effective date of the above-referenced Registration
Statement be accelerated so that it will be declared effective at 4:00 p.m., Washington, D.C. time, on March 23, 2021 or as soon thereafter as practicable.

The following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Act:

(i)
 Dates of distribution: March 15, 2021 through the date hereof.

(ii)
 Number of prospectuses distributed: a total of approximately 2,059 copies of the prospectus were distributed to
prospective underwriters, institutional investors, dealers and others.

(iii)
 We have been informed by the participating underwriters that they have complied and will comply with the
requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [Signature Page Follows]

 Very truly yours,

GOLDMAN SACHS & CO. LLC

 J.P. MORGAN SECURITIES LLC

 CITIGROUP GLOBAL MARKETS INC.

 As Representatives of the Underwriters

 By:

 GOLDMAN SACHS & CO. LLC

 By:

 /s/ Rebecca Steinthal

 Name:  Rebecca Steinthal

 Title:    Managing Director

 By:

J.P. MORGAN SECURITIES LLC

 By:

 /s/ Ilana Foni

 Name:  Ilana Foni

 Title:    Vice President

 By:

 CITIGROUP GLOBAL MARKETS INC.

 By:

 /s/ Brian Yick

 Name: Brian Yick

 Title:   Managing Director

 [Signature Page to Acceleration
Request Letter]

CORRESP
1
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CORRESP

 Nicole Brookshire

 +1 617 937
2357

 nbrookshire@cooley.com

 March 15, 2021

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
 Scott Stringer

  Angela Lumley

  Scott Anderegg

  Dietrich King

Re:
 ACV Auctions Inc.

Registration Statement on Form S-1

Filed February 26, 2021

CIK No. 0001637873

 Ladies and
Gentlemen:

 On behalf of ACV Auctions Inc. (the “Company”), we are submitting this response letter in
response to the comment letter, dated March 11, 2021, from the staff (the “Staff”) of Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) with respect to
the Company’s Registration Statement on Form S-1, as filed with the Commission on February 26, 2021. We are also electronically transmitting Amendment No. 1 to the Company’s Registration
Statement on Form S-1 (“Amendment No. 1) that reflects changes in response to the Staff’s comments, as well as other updates.

The numbering of the paragraphs below corresponds to the numbering of the comments in the Staff’s comment letter. For the Staff’s
convenience, we have incorporated your comments into this response letter in italics. Page references in the text of this response letter correspond to the page numbers in Amendment No. 1. Capitalized terms used in this letter but otherwise not
defined herein shall have the meanings ascribed to such terms in Amendment No. 1.

 Registration Statement on Form S-1

 Management’s Discussion and Analysis of Financial Condition and Results of Operations Impact of COVID-19 on Our Business

 Adjusted EBITDA, page 65

1.
 We note your disclosure of Adjusted EBITDA on a quarterly basis. In accordance with Item 10(e) of Regulation
S-K, please reconcile your quarterly non-GAAP financial measures to the most directly comparable GAAP measure.

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 82 of Amendment No. 1.

 Cooley LLP 500 Boylston
Street Boston, MA 02116-3736

 t: (617) 937-2300 f: (617)
937-2400 cooley.com

 U.S. Securities and Exchange Commission

March 15, 2021

 Page Two

*        *        *

Please contact me at (617) 937 2357 or Alan Hambelton of Cooley LLP at (206) 452 8756 with any questions or further comments regarding our
responses to the Staff’s comments.

 Sincerely,

 /s/ Nicole Brookshire

Nicole Brookshire

Cooley LLP

cc:
 George Chamoun, ACV Auctions Inc.

William Zerella, ACV Auctions Inc.

Alan Hambelton, Cooley LLP

Shauna Bracher, Cooley LLP

 Trey
Reilly, Cooley LLP

 Richard Truesdell, Jr., Davis Polk & Wardwell LLP

Pedro J. Bermeo, Davis Polk & Wardwell LLP

 Cooley LLP 500 Boylston
Street Boston, MA 02116-3736

 t: (617) 937-2300 f: (617)
937-2400 cooley.com

United States securities and exchange commission logo
March 11, 2021
George Chamoun
Chief Executive Officer
ACV Auctions Inc.
640 Ellicott Street, #321
Buffalo, New York 14203
Re:ACV Auctions Inc.
Registration Statement on Form S-1
Filed February 26, 2021
File No. 333-253617
Dear Mr. Chamoun:
            We have reviewed your 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 amending your registration statement and providing the
requested information.  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
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed February 26, 2021
Management's Discussion and Analysis of Financial Condition and Results of Operations
Impact of COVID-19 on Our Business
Adjusted EBITDA, page 65
1.We note your disclosure of Adjusted EBITDA on a quarterly basis. In accordance with
Item 10(e) of Regulation S-K, please reconcile your quarterly non-GAAP financial
measures to the most directly comparable GAAP measure.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameGeorge Chamoun
 Comapany NameACV Auctions Inc.
 March 11, 2021 Page 2
 FirstName LastName
George Chamoun
ACV Auctions Inc.
March 11, 2021
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Scott Stringer at 202-551-3272 or Angela Lumley at 202-551-3398 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Scott Anderegg at 202-551-3342 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Alan Hambelton

United States securities and exchange commission logo
January 28, 2021
George Chamoun
Chief Executive Officer
ACV Auctions Inc.
640 Ellicott Street, #321
Buffalo, New York 14203
Re:ACV Auctions Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted January 22, 2021
CIK No. 0001637873
Dear Mr. Chamoun:
            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 response.
            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.
Amendment No. 1 to Draft Registration Statement on Form S-1, submitted January 22, 2021
Prospectus Summary, page 1
1.To provide investors with context regarding how you generate revenues, please amend the
disclosure in your Prospectus Summary to clearly state that Marketplace GMV does not
represent revenue earned by you, as you disclose on page 65.
Our Opportunity, page 3
2.We note your response to comment 2, and your amended disclosure on page 3, including
that you "are actively assessing whether to expand internationally and various expansion
modes, including organic growth, partnerships and acquisitions[, and] are initially focused
on expansion into Canada."  Please disclose the timing of your intended expansion into

 FirstName LastNameGeorge Chamoun
 Comapany NameACV Auctions Inc.
 January 28, 2021 Page 2
 FirstName LastNameGeorge Chamoun
ACV Auctions Inc.
January 28, 2021
Page 2
Canada, if estimable at this time.  If you have not yet determined whether you will expand
internationally at this time, and are unable to estimate when you expect to do so, please
tell us why you believe this information would nevertheless be material to investors.
Impact of COVID-19 on Our Business, page 62
3.We note your disclosures that "[the] initial negative disruption began to subside in May
2020 as the demand for used vehicles on a national level began to outpace supply, leading
to higher used vehicle valuations and a higher percentage of successful auctions, and as
dealers and commercial partners looked to an online marketplace to transact remotely."
Please update your disclosure to describe the impact of the COVID-19 pandemic on your
business during the third and, if now known, fourth quarters of 2020. In doing so, please
address the degree to which stay-at-home orders and other COVID-19-related mandates
impacted your business, and whether management believes any increased demand may
continue in future periods if the COVID-19 pandemic and related restrictions subside.
Please make conforming changes to your filing, including to your risk factor disclosure, as
applicable.
Attractive Unit Economics and Cohort Trends, page 64
4.We note your amended disclosure that "[a]s our territories mature and scale, territory-level
economics tend to improve driven by more cost-efficient operations and greater customer
affinity for our offerings," but it does not appear that you intend to include a chart or
narrative disclosure presenting costs per cohort over time.  In this regard, we note your
disclosure that you will include a chart showing auction expenses incurred in the 12
months ended December 31, 2020 across three individual territories launched in different
years, but we were unable to find any costs per cohort data in your cohort presentation.
Please tell us why you have determined not to include cost per cohort data, or amend your
cohort presentation to include a discussion of the same.
Marketplace Participants Exhibit Increasing Engagement and Spend over Time., page 64
5.It appears that your pre-2017 cohort may not be comparable to the other cohorts presented
in your graphics on page 65.  In this regard, each of the 2017, 2018, and 2019 cohorts
include one year of data, while the pre-2017 cohort appears to include data from
approximately three years, 2014-2016.  Please amend your disclosure to dis-aggregate the
pre-2017 cohort, or remove the pre-2017 cohort from your presentation.  Alternatively,
please tell us why you believe it is appropriate to include this cohort in your presentation.
Marketplace GMV, page 66
6.Please amend your disclosure to clarify how you use Marketplace GMV as an indicator of
the health and scale of your business.  In this regard, we note your disclosure that you
generate revenue from auction fees charged to customers, but you define Marketplace
GMV as the total dollar value of vehicles transacted through your digital marketplace

 FirstName LastNameGeorge Chamoun
 Comapany NameACV Auctions Inc.
 January 28, 2021 Page 3
 FirstName LastName
George Chamoun
ACV Auctions Inc.
January 28, 2021
Page 3
within the applicable period, excluding any auction and ancillary fees.  We also note your
disclosure that, while buyer fees are variable based on the price of the vehicle, seller
fees include a fixed auction fee and an optional fee for the elective condition report
associated with the vehicle.
            Please contact Katherine Bagley at (202) 551-2545 or Dietrich King at (202) 551-
8071 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Alan Hambelton

United States securities and exchange commission logo
January 7, 2021
George Chamoun
Chief Executive Officer
ACV Auctions Inc.
640 Ellicott Street, #321
Buffalo, New York 14203
Re:ACV Auctions Inc.
Draft Registration Statement on Form S-1
Submitted on December 11, 2020
CIK No. 0001637873
Dear Mr. Chamoun:
            We have reviewed your 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 response.
            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.
Draft Registration Statement on Form S-1 submitted December 11, 2020
Prospectus Summary, page 1
1.We note your statement starting at the bottom of page 1 that “[w]holesale channels supply
a significant portion of the inventory for over 50,000 automotive dealers in the United
States.”  Please revise your disclosure to quantify the portion.
2.We note your statements in the first paragraph on page 4 and elsewhere in the prospectus
regarding the global wholesale market and the magnitude of the opportunity you believe it
represents for your business.  We further note that all of your existing business appears to
be limited to the United States, and you do not describe in the prospectus any plans for
international expansion.  In light of this, please either revise your disclosure to discuss
your plans for international expansion, including anticipated timing, geographic scope,

 FirstName LastNameGeorge Chamoun
 Comapany NameACV Auctions Inc.
 January 7, 2021 Page 2
 FirstName LastName
George Chamoun
ACV Auctions Inc.
January 7, 2021
Page 2
barriers to entry and resources required, or revise your disclosure to remove references to
international expansion.
Risk Factors Summary, page 8
3.Please balance your Summary by providing enhanced discussion of the material risks to
your business and this offering.  In this regard, balance the description of
your opportunities and why you win with equally prominent disclosure of the challenges
you face and the risks and limitations that could harm your business or inhibit your
strategic plan, such as your history of net losses and significant competitors.  Please
include similar disclosure elsewhere in your prospectus, as appropriate.
Risk Factors
Failure to properly and accurately inspect the condition of vehicles sold through our marketplace,
or to deal effectively with fraudulent ac, page 25
4.Please quantify the number or percentage of complaints from buyers and sellers who
believe your inspection reports are not consistent with the condition of the relevant vehicle
sold through your marketplace.  In addition, please revise your disclosure to clarify
whether your vehicle condition inspectors are employees or independent contractors or a
mix of the two.  To the extent they are independent contractors, please address the risks, if
any, that your lack of control over their inspection activities bears on the quality of their
inspections.  Please make conforming revisions throughout the prospects.
Key Operating and Financial Metrics , page 63
5.We note your key operating and financial metrics include Marketplace Units and
Marketplace GMV.  Please clarify your disclosure to indicate whether these metrics
consider vehicles returned. Additionally, we note Marketplace Units excludes vehicles
that were inspected but not sold whereas Marketplace GMV includes the dollar value of
vehicles “transacted”.  Please define "transacted" and whether it refers only to a successful
sale on your platform.  Revise your disclosure as necessary.
Non-GAAP Financial Measures, page 64
6.Please clarify for us what the $23,000 adjustment for other (income) expense, net
represents.
Factors Affecting Our Performance
Increasing Marketplace Units, page 65
7.Please clearly define what your cohort represents and explain the usefulness of presenting
only one cohort.  Please tell us how it is meaningful to investors and your consideration of
providing another cohort.

 FirstName LastNameGeorge Chamoun
 Comapany NameACV Auctions Inc.
 January 7, 2021 Page 3
 FirstName LastName
George Chamoun
ACV Auctions Inc.
January 7, 2021
Page 3
Business
Competition, page 96
8.Please disclose the approximate percentages of the North American whole car auction
market controlled by Manheim and KAR Auction Services.
Description of Capital Stock
Choice of Forum, page 129
9.Regarding the provision in your amended and restated certificate of incorporation
asserting that the federal district courts will be the exclusive forum for resolving any
complaint asserting a cause of action arising under the Securities Act, please disclose (1)
that there is uncertainty as to whether a court would enforce such provision and (2) that
investors cannot waive compliance with the federal securities laws and the rules and
regulations thereunder.
Marketplace and service cost of revenue, page F-13
10.We note your disclosure on page 65 that your non-GAAP measure, adjusted EBITDA,
includes interest expense reflected in your statement of operations caption “Marketplace
and service cost of revenue”.  However, your policy disclosure of Marketplace and service
cost of revenue does not appear to include interest expense.  Please explain the nature of
the interest expense and revise your disclosure as necessary.
Revenue, page F-25
11.Please explain whether your disaggregated disclosure of the components of marketplace
and service revenue includes your fees for financing accounted for under ASC 310-20.  If
so, explain how your disclosure complies with ASC 606-10-50-5 and 50-4, requiring
revenues recognized from contracts with customers to be disclosed separately from other
sources.
Acquisitions, page F-29
12.Please explain how you considered the guidance in ASC 805-10-55-24 and 805-10-55-25
in determining that the earn-out payment should not be accounted for as contingent
consideration and included as part of the application of the acquisition method applied to
TruePartners USA.

 FirstName LastNameGeorge Chamoun
 Comapany NameACV Auctions Inc.
 January 7, 2021 Page 4
 FirstName LastName
George Chamoun
ACV Auctions Inc.
January 7, 2021
Page 4
            You may contact Scott Stringer at 202-551-3272 or Angela Lumley at 202-551-3398 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Scott Anderegg at 202-551-3342 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services