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 February 13, 2026

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

 Re: Viant Technology Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-40015
Dear Tim Vanderhook:

 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 Technology
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CORRESP
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 filename1.htm

 CORRESP

 February 9, 2026
 Via EDGAR Submission Securities and Exchange
Commission Division of Corporation Finance Office of
Technology 100 F. Street, N.E. Washington, D.C. 20549

 Attn:
 Megan Masterson
 Kathleen Collins

 Re:
 Viant Technology Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 Response dated January 9, 2026
 File No. 001-40015 To the
addressees set forth above: This letter sets forth the response of Viant Technology Inc. (the “ Company ,”
“ Viant ”, “ we ,” “ our ” and “ us ”) to the comment provided by the staff of the Division of Corporation Finance (the
“ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) in its comment letter dated January 26, 2026 (the “ Comment Letter ”) with respect to the
Company’s Form 10-K for the fiscal year ended December 31, 2024 filed with the Commission on March 3, 2025 (“ Form 10-K ”).
 For your convenience, we have reproduced the comments of the Staff exactly as provided in the Comment Letter in bold and italics below,
followed by the Company’s response. Form 10-K for the Fiscal Year Ended December 31, 2024
 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 45

 1.
 Please tell us your consideration to provide a quantified discussion of total advertiser spend. In this
regard, on page 47 you state that you evaluate customers’ usage of your platform and assess your market penetration and scale based on changes in revenue, contribution ex-TAC and advertiser
spend. Response : The Company respectfully acknowledges the Staff’s comment and advises the Staff
that, consistent with the requirements of Item 303 of Regulation S-K, management considers and discloses matters in its periodic reports that are necessary to an understanding of the Company’s financial
condition, changes in financial condition and results of operations, including factors that have had, or are reasonably likely to have, a material impact on the Company’s results of operations, financial condition, or liquidity.

 Management has considered whether to provide a quantified discussion of total advertiser
spend and concluded that such quantified discussion would not provide meaningful insight into the Company’s operating performance. Total advertiser spend is not a key performance indicator used by management to assess operating results,
allocate resources, or make decisions regarding compensation. Total advertiser spend also does not correlate to the economic value
generated by customer activity on the Company’s platform. Advertiser spend represents the total amount billed to our customers for activity on our platform inclusive of the costs of advertising media, third-party data, other add-on features (collectively, “traffic acquisition costs” or “TAC”) and our platform fee that we charge customers.
 A substantial portion of advertiser spend represents amounts that are passed through to third-party suppliers for media, data, and other costs,
rather than revenue retained by the Company. As disclosed in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) under “Critical Accounting Policies and
Estimates—Revenue Recognition” , the Company offers pricing options that result in revenue being recognized on either a net basis or gross basis depending on its level of control and responsibility in the transaction. For some
transactions, we recognize revenue on a gross basis, which includes amounts incurred and payable to suppliers for TAC. For many other transactions, however, revenue is presented net of amounts incurred and payable to suppliers for TAC. Because total
advertiser spend includes TAC in all cases, it does not consistently reflect the economic value that the Company actually captures from customer activity on its platform.
 In addition, while management currently considers total advertiser spend as a qualitative indicator for the limited purpose of evaluating the
Company’s penetration of the total addressable market, this qualitative assessment is distinct from evaluating operating performance. The Company’s disclosed revenue and contribution ex-TAC metrics already capture the drivers of total
advertiser spend that are relevant to operating performance, making separate quantified disclosure of advertiser spend unnecessary. Separately quantifying total advertiser spend would not provide meaningful additional insight and, given our revenue
recognition policy referenced above, would not reflect the economic value actually captured by the Company. For these reasons, management
uses revenue and contribution ex-TAC to assess performance across pricing options and to evaluate the economic value actually generated by customer activity on the platform. The Company believes that revenue
and contribution ex-TAC are the key measures necessary for understanding and evaluating the Company’s financial performance.
 If, in the future, management were to believe that total advertiser spend was necessary for an understanding of its financial condition,
changes in financial condition or results of operations, or if management begins using it to manage or assess operational performance, the Company will include appropriate quantified disclosure in its MD&A. The Company will also clarify future
MD&A disclosures to make clear that total advertiser spend is used for the limited purpose of evaluating penetration of our total addressable market.
 If you have any questions or further comments about this response, please contact me by email at thook@viantinc.com.

 Sincerely,

 Viant Technology Inc.

 By:

 /s/ Tim Vanderhook

 Name:

 Tim Vanderhook

 Title:

 Chief Executive Officer
 cc: (via email) Ritesh
Patel (Viant Technology Inc.) Jenna Cooper (Latham & Watkins LLP)

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 January 26, 2026

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

 Re: Viant Technology Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Response dated January 9, 2026
 File No. 001-40015
Dear Tim Vanderhook:

 We have reviewed your January 9, 2026 response to our comment letter and
have the
following comment.

 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. Unless
we note otherwise, any references to prior comments are to comments in our
December 8,
2025 letter.

Form 10-K for the Fiscal Year Ended December 31, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of
Operations, page 45

1. Please tell us your consideration to provide a quantified discussion of
total advertiser
 spend. In this regard, on page 47 you state that you evaluate customers'
usage of your
 platform and assess your market penetration and scale based on changes
in revenue,
 contribution ex-TAC and advertiser spend.
 January 26, 2026
Page 2

 Please contact Megan Masterson at 202-551-3407 or Kathleen Collins at
202-551-3499 if
you have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of Corporation
Finance
 Office of Technology
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CORRESP
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 January 9, 2026
 Via EDGAR Submission Securities and Exchange
Commission Division of Corporation Finance Office of
Technology 100 F. Street, N.E. Washington, D.C. 20549

 Attn:

 Megan Masterson

 Kathleen Collins

 Re:

 Viant Technology Inc.

 Form 10-K for Fiscal Year Ended December 31, 2024

 File No. 001-40015
 To the addressees set forth above:
 This letter sets forth the response of Viant Technology Inc. (the “ Company ,” “ Viant ”,
“ we ,” “ our ” and “ us ”) to the comments provided by the staff of the Division of Corporation Finance (the “ Staff ”) of the Securities and Exchange
Commission (the “ Commission ”) in its comment letter dated December 8, 2025 (the “ Comment Letter ”) with respect to the Company’s Form 10-K for the
fiscal year ended December 31, 2024 filed with the Commission on March 3, 2025 (“ Form 10-K ”).
 For your convenience, we have reproduced the comments of the Staff exactly as provided in the Comment Letter in bold and italics below,
followed by the Company’s response. Form 10-K for the Fiscal Year Ended December 31, 2024
 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 46

 1.
 We note you no longer include active customer count given your strategic shift to focus on higher value
customers that have the ability to scale. We also note you quantify and discuss the percentage increase in the number of spend customers generating over $1 million in contribution
 ex-TAC and the contribution ex-TAC across your top 100 customers (“customer metrics”) in your earnings calls. Please tell us whether these are key
performance measures used in managing your business and if so, revise to include a quantified discussion of these metrics for each period presented in your periodic filings. Refer to SEC Release No. 33-10751. Response : The Company respectfully acknowledges the
Staff’s comment and advises the Staff that the percentage increase in the number of spend customers generating over $1 million in contribution ex-TAC and the contribution ex-TAC across the Company’s top 100 customers are not key performance measures used by management to manage the business within the meaning of Item 303 of Regulation S-K and Commission Release No. 33-10751.

 The Company’s key performance measures are disclosed in “ Management’s
Discussion and Analysis of Financial Condition and Results of Operations—Key Operating and Financial Performance Measures ” sections of its periodic reports. These measures are used by management to manage the business, evaluate
performance, and make strategic decisions to allocate resources. While the Company has referenced the above customer metrics to provide
additional context to investors, management does not use these metrics as key measures for budgeting, forecasting, resource allocation, or compensation decisions. These metrics are not indicators of operating performance or trends, are not relied
upon by management to manage the business, are not necessary for an understanding or evaluation of the Company, and do not replace revenue or contribution ex-TAC, which are the customer performance measures
used by management to manage the business. Accordingly, these customer metrics are not considered key performance measures as described in Commission Release No. 33-10751.
 To promote consistency and avoid potential investor confusion, the Company intends to refrain from discussing such metrics in future earnings
communications. If, in the future, management were to begin using these or other customer metrics to manage the business or if such metrics were to become material to an understanding of operating performance, the Company would include appropriate
quantified disclosure consistent with Item 303 of Regulation S-K and Commission Release No. 33-10751.

 2.
 We note your reference to the rapid expansion of new customers in your Q4 2024 earnings call. In
addition, in your Q3 2025 earnings call, you state that growth was driven by new customer wins. Please revise to disclose the impact on your revenue growth from new versus existing customers. We refer also you to response to comment 3 in your
January 24, 2022 letter. Response : The Company respectfully acknowledges
the Staff’s comment and advises the Staff that quantifying revenue growth attributable to new versus existing customers would not provide meaningful information to investors, and attempting to do so could be potentially confusing.
 As disclosed in “ Management’s Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting
Our Performance ” in the Company’s Form 10-K for the year ended December 31, 2023, as the business has scaled, management’s focus has shifted to customers with the ability to expand
their spend on the Company’s platform, regardless of whether such customers are newly added or long-standing. These higher-value, scalable customers include both newly onboarded advertisers as well as existing advertisers that have increased
spend. Accordingly, management no longer views the distinction between “new” and “existing” customers by itself as meaningful to evaluating the Company’s operating performance, strategic execution, or future growth
prospects. Furthermore, while the Company has made qualitative references to new customers on some of our earnings calls when relevant,
management has considered whether revenue growth attributable to new versus existing customers can be reliably quantified and concluded that quantification presents definitional, timing, and comparability challenges that would limit its usefulness.
Ambiguities may arise in numerous scenarios we regularly encounter with our customer base, including situations where an advertiser continues purchasing after its agency relationship terminates, when a dormant customer reactivates, when customers
combine through mergers or acquisitions, or when a customer begins meaningful spend following an
 2

extended onboarding process. Additionally, advertising spend is often campaign-driven, which can create significant timing distortions across reporting periods. Accordingly, we believe this
distinction or other alternative measures of customer retention would not provide decision-useful information to investors and would not be comparable across periods or within the industry.
 The Company believes its current MD&A disclosures in the Form 10-K provide investors with
appropriate insight into the drivers of revenue growth through quantitative discussion of performance by customer industry vertical, consistent with Item 303 of Regulation S-K. In future periodic reports,
where applicable, the the Company intends to provide qualitative discussion if growth from new customer onboarding or expansion of existing customer relationships is a material driver of revenue growth.

 3.
 We note you refer to the impact of material changes in digital channel ad spend in your earnings calls,
particularly as it relates to CTV. Please tell us your consideration to include quantified discussion of any material changes in digital ad spend and the impact on your results of operations discussion. Refer to Item 303(a) of Regulation
S-K. Response : The Company respectfully acknowledges the Staff’s comment and advises the Staff
that, in preparing its periodic disclosures, management considers and discloses matters that have had, or are reasonably likely to have, a material impact on the Company’s results of operations, consistent with Item 303(a) of Regulation S-K. Management has considered whether to provide quantified disclosure of changes in digital
advertising spend by channel, including CTV, and concluded that such quantified disclosure would not provide meaningful insight into the Company’s operating performance. The allocation of advertising spend among digital channels reflects
customer-directed purchasing decisions, rather than management strategies or operating actions, and changes in channel mix do not, by themselves, reflect underlying advertiser demand, pricing dynamics, or overall operating performance.
 In addition, changes in digital advertising spend by channel, including CTV, do not influence management’s strategic or operating
decisions, as management does not seek to direct customers toward specific channels. As a result, quantified channel-level disclosure would not meaningfully enhance an investor’s understanding of the Company’s results of operations in
periods where overall advertiser demand or customer demand in a specific industry vertical are the primary performance drivers. The
Company recognizes that shifts in channel allocation, including growth in CTV, may reflect broader industry trends. Accordingly, the Company addresses these developments through qualitative disclosures regarding the digital advertising market in
“ Item 1—Business ” of the Company’s Form 10-K. The Company will
continue to evaluate its disclosures in future filings and will modify them as appropriate if management determines that quantified information regarding the allocation of digital channels becomes material to the Company’s results of
operations.
 3

 Item 9A. Controls and Procedures
 Management’s Report on Internal Control Over Financial Reporting, page 105

 4.
 Please amend your Form 10-K to disclose management’s
assessment regarding the effectiveness of your internal controls over financial reporting as of December 31, 2024.
 See Item 308(a)(3)(c) of Regulation S-K.
 Response: The Company respectfully acknowledges the Staff’s comment and notes that this disclosure was inadvertently omitted from its
Form 10-K due to a typographical error. On December 10, 2025, the Company filed Amendment No. 1 to Annual Report on Form 10-K/A to disclose management’s
assessment regarding the effectiveness of its internal control over financial reporting as of December 31, 2024. If you have any questions or
further comments about this response, please contact me by email at thook@viantinc.com.

 Sincerely,

 Viant Technology Inc.

 By:

 /s/ Tim Vanderhook

 Name:

 Tim Vanderhook

 Title:

 Chief Executive Officer
 cc: (via email) Ritesh
Patel (Viant Technology Inc.) Jenna Cooper (Latham & Watkins LLP)
 4

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 December 19, 2025
 Via EDGAR Submission Securities and Exchange
Commission Division of Corporation Finance Office of
Technology 100 F Street, N.E. Washington, D.C. 20549

 Attn:
 Megan Masterson
 Kathleen Collins

 Re:
 Viant Technology Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-40015 To the
addressees set forth above: Pursuant to our telephone correspondence with Ms. Collins on December 18, 2025, we are transmitting this letter to
acknowledge receipt of comments by Viant Technology Inc. (the “Company”), from the staff of the Securities and Exchange Commission by letter dated December 8, 2025 with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Comments”), and to hereby request an extension of the period of time in which the Company has to respond to the Comments. The Company expects
to respond to the Comments on or before January 9, 2026 and requests an extension to such date. If you have any questions, please do not hesitate to
contact me by email at thook@viantinc.com or to contact the Company’s Chief Financial Officer, Larry Madden, by email at lmadden@viantinc.com or by phone at
 646-379-0739.

 Sincerely,

 Viant Technology Inc.

 By:

 /s/ Tim Vanderhook

 Name:

 Tim Vanderhook

 Title:

 Chief Executive Officer
 cc: (via email) Ritesh
Patel (Viant Technology Inc.) Jenna Cooper (Latham & Watkins LLP)

December 8, 2025
Tim Vanderhook
Chief Executive Officer
Viant Technology Inc.
2722 Michelson Drive, Suite 100
Irvine, CA 92612
Re:Viant Technology Inc.
Form 10-K for the Fiscal Year Ended December 31, 2024
File No. 001-40015
Dear Tim Vanderhook:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            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 the Fiscal Year Ended December 31, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 46
1.We note you no longer include active customer count given your strategic shift to
focus on higher value customers that have the ability to scale. We also note you
quantify and discuss the percentage increase in the number of spend customers
generating over $1 million in contribution ex-TAC and the contribution ex-TAC
across your top 100 customers in your earnings calls. Please tell us whether these are
key performance measures used in managing your business and if so, revise to include
a quantified discussion of these metrics for each period presented in your periodic
filings. Refer to SEC Release No. 33-10751.
2.We note your reference to the rapid expansion of new customers in your Q4
2024 earnings call. In addition, in your Q3 2025 earnings call, you state that growth
was driven by new customer wins. Please revise to disclose the impact on your
revenue growth from new versus existing customers. We refer also you to response to
comment 3 in your January 24, 2022 letter.

December 8, 2025
Page 2
3.We note you refer to the impact of material changes in digital channel ad spend in
your earnings calls, particularly as it relates to CTV. Please tell us your consideration
to include quantified discussion of any material changes in digital ad spend and the
impact on your results of operations discussion. Refer to Item 303(a) of Regulation S-
K.
Item 9A. Controls and Procedures
Management's Report on Internal Control Over Financial Reporting, page 105
4.Please amend your Form 10-K to disclose management's assessment regarding the
effectiveness of your internal controls over financial reporting as of December 31,
2024. See Item 308(a)(3)(c) of Regulation S-K.
            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 Megan Masterson at 202-551-3407 or Kathleen Collins at 202-551-
3499 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

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Viant Technology Inc.

2722 Michelson Drive, Suite 100

Irvine, CA 92612

April 19, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Attention: Lauren Pierce

Re: Viant Technology Inc.

 Registration Statement on Form S-3

 File No. 333-278177

To the addressee set forth above:

In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the above-referenced Registration Statement on Form S-3 (File No. 333-278177) (as amended, the “Registration Statement”) of Viant Technology Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 4:00 p.m. Eastern Time on April 23, 2024, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Drew Capurro at (714) 755-8008.

Thank you for your assistance in this matter.

Sincerely,

VIANT TECHNOLOGY INC.

By: /s/ Ritesh Patel

 Ritesh Patel

 Chief Legal Officer and Secretary

cc: Tim Vanderhook, Viant Technology Inc.

 Larry Madden, Viant Technology Inc.

 Drew Capurro, Latham & Watkins LLP

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Drew Capurro 650 Town Center Drive, 20th Floor

Direct Dial: 1.714.755.8008 Costa Mesa, California  92626-1925

Drew.Capurro@lw.com Tel: +1.714.540.1235  Fax: +1.714.755.8290

  www.lw.com

 FIRM / AFFILIATE OFFICES

Austin Milan

Beijing Munich

  Boston New York

  Brussels Orange County

  Century City Paris

  Chicago Riyadh

  Dubai San Diego

  Düsseldorf San Francisco

  Frankfurt Seoul

  Hamburg Silicon Valley

  Hong Kong Singapore

  Houston Tel Aviv

  London Tokyo

  Los Angeles Washington, D.C.

  Madrid

April 8, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Attention: Lauren Pierce

Re: Viant Technology Inc.

 Amendment No. 1 to Registration Statement on Form S-3

 Filed March 22, 2024

 File No. 333-278177

Dear Ms. Pierce:

On behalf of our client Viant Technology Inc., a Delaware corporation (the “Company”), and pursuant to the applicable provisions of the Securities Act of 1933, as amended (the “Securities Act”), we are transmitting this letter in response to the oral comment received on April 5, 2024 from the staff (the “Staff”) of the Securities and Exchange Commission with respect to the above-captioned Registration Statement on Form S-3 (the “Registration Statement”). This letter is being submitted together with Amendment No. 1 to the Registration Statement, which has been revised to address the Staff’s comment. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.

The Staff’s oral comment requested that the Company revise the Registration Statement to (i) identify the initial transactions pursuant to which the securities the selling securityholders are offering were initially sold and (ii) clarify that the offering was completed and the securities were issued and outstanding prior to the initial filing of the registration statement.

In response to the Staff’s oral comment, the Company has revised page 30 of the prospectus included in the Registration Statement, as shown via the redline provided in Exhibit A.

*          *          *          *          *

April 8, 2024

Page 2

We hope that the foregoing has been responsive to the Staff’s oral comment and look forward to resolving any outstanding issues as quickly as possible.  Please do not hesitate to contact me at 714-755-8008 with any questions or further comments you may have regarding this submission or if you wish to discuss the above.

Sincerely,

/s/ Drew Capurro

Drew Capurro

of LATHAM & WATKINS LLP

Enclosure: Revisions to Page 30 of the Registration Statement

cc: (via e-mail)

Tim Vanderhook, Co-Founder and Chief Executive Officer, Viant Technology Inc.

Ritesh Patel, Chief Legal Officer, Viant Technology Inc.

Exhibit A

Revisions to the Registration Statement

SELLING SECURITYHOLDERS

This prospectus also relates to the possible resale by certain of our securityholders, who we refer to in this prospectus as the “selling securityholders,” of up to 10,000,000 shares in the aggregate of Class A common stock, which shares either (i) were issued and outstanding prior to the original date of filing of the registration statement of which this prospectus forms a part, following the exercise or settlement of equity awards granted pursuant to our 2021 Long Term Incentive Plan, (ii) are issuable upon exercise or settlement of equity awards granted pursuant to our 2021 Long Term Incentive Plan prior to the original date of filing of the registration statement of which this prospectus forms a part, or (iii) are issuable upon the exchange of Class B units. The Class B units were acquired by the selling securityholders prior to our IPO, and as a result of the corporate reorganization we completed in connection with the IPO, the Class B units held by a selling securityholder of Viant Technology LLC that were issued and outstanding prior to the original date of filing of the registration statement of which this prospectus forms a part, and which may be exchanged for an equivalent number of shares of our Class A common stock, which would also result in the automatic  as described below. In connection with our IPO and related reorganization transactions, we issued to the Continuing LLC Owners (defined below) one share of our Class B common stock for each Class B unit of Viant Technology LLC that they held. Each holder of Class B units has the right to exchange their Class B units for an equivalent number of shares of our Class A common stock (together with the retirement of such selling securityholder’s shares of our Class B common stock, as applicable,  on a one-for-one basis with the number of Class B units so exchanged).

Prior to our IPO, Viant Technology LLC was owned by Tim Vanderhook, Chris Vanderhook, Capital V LLC (f/k/a Four Brothers 2 LLC) and Viant Technology Equity Plan LLC (collectively, the “Continuing LLC Owners”). As part of the reorganization transactions consummated in connection with the IPO:

•the limited liability company agreement of Viant Technology LLC was amended and restated to, among other things, provide for Class A units and Class B units and appoint Viant Technology Inc. as the sole managing member of Viant Technology LLC;

•Viant Technology Inc. used the net proceeds of the IPO to acquire newly issued Class A units of Viant Technology LLC; and

•the amended and restated limited liability company agreement of Viant Technology LLC reclassified the interests of Viant Technology LLC held by the Continuing LLC Owners as Class B units, and the Continuing LLC Owners received a corresponding number of shares of Class B common stock of Viant Technology Inc.

Information about the selling securityholders, where applicable, including their identities, the amount of shares of Class A common stock owned by each selling securityholder prior to the offering, the number of shares of our Class A common stock to be offered by each selling securityholder and the amount of Class A common stock and, if applicable, Class B common stock to be owned by each selling securityholder after completion of the offering, will be set forth in an applicable prospectus supplement, documents incorporated by reference or in a free writing prospectus we file with the SEC. The applicable prospectus supplement will also disclose whether any of the selling securityholders have held any position or office with, has been employed by or otherwise has had a material relationship with us during the three years prior to the date of the prospectus supplement.

The selling securityholders may not sell any shares of our Class A common stock pursuant to this prospectus until we have identified such selling securityholders and the shares being offered for resale by such selling securityholders in a subsequent prospectus supplement. However, the selling securityholders may sell or transfer all or a portion of their shares of our Class A common stock pursuant to any available exemption from the registration requirements of the Securities Act.

United States securities and exchange commission logo
February 1, 2022
Tim Vanderhook
Chief Executive Officer
Viant Technology Inc.
2722 Michelson Drive, Suite 100
Irvine, CA 92612
Re:Viant Technology Inc.
Form 10-K for the Year Ended December 31, 2020
Filed March 23, 2021
File No. 001-40015
Dear Mr. Vanderhook:
            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 Technology
cc:       Lisa Harrington

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 Viant Technology Inc.

2722 Michelson Drive

 Suite 100

Irvine, California 92612

 January 24, 2022

United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 100 F Street, N.E.

Washington, D.C. 20549

Attn:
 David Edgar

Kathleen Collins

Re:
 Viant Technology Inc.

Form 10-K for the Year Ended December 31, 2020

Filed March 23, 2021

 Form 10-Q for the Quarterly Period Ended September 30, 2021

 Filed November 10, 2021

File No. 001-40015

Ladies and Gentlemen:

 We are in receipt of the comment letter,
dated December 14, 2021, from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) regarding the above captioned filings on Form
10-K for the fiscal year ended December 31, 2020, filed on March 23, 2021 (the “Form 10-K”) and Form
10-Q for the quarterly period ended September 30, 2021, filed on November 10, 2021 (the “Form 10-Q”). Below is the response of
Viant Technology Inc. (the “Company” “we,” “our” or similar terminology) to the Staff’s comments.

For the Staff’s convenience, we have incorporated your comments into this response letter in italics. The Company acknowledges that it is
responsible for the adequacy and accuracy of the disclosure in the Form 10-K and the Form 10-Q.

Form 10-K for the Year Ended December 31, 2020

Selected Financial Data, page 54

1.
 We note that your measure of Average Contribution ex-TAC per Active
Customer is calculated using the non-GAAP measures of Contribution ex-TAC. Where you present Average Revenue ex-TAC per Active
Customer, please ensure that you include the related GAAP measure of average gross profit per active customer. Refer to Item 10(e)(1)(i)(A) and Item 10(e)(4)(ii) of Regulation S-K.

Response: We acknowledge the Staff’s comment and to the extent we include the measure of average contribution ex-TAC per active customer (previously referred to as average revenue ex-TAC per active customer in the Form 10-K) in our future
filings, we will include the related GAAP measure of “average gross profit per active customer” with equal or greater prominence.

 Factors Affecting
Our Performance, page 57

2.
 You refer to the changes in aggregate spend as a measure of customer engagement. Please revise to include a
discussion of how this metric is calculated, why it is useful to investors and how management uses this measure in managing or monitoring the performance of your business. Refer to SEC Release
No. 33-10751.

 Viant Technology Inc.

2722 Michelson Drive

 Suite 100

Irvine, California 92612

Response: We acknowledge the Staff’s comment and will remove the metric of platform spend as a factor affecting our
performance in our future filings because our management has determined that this metric is not material to an investor’s understanding of the performance of our business.

Results of Operations, page 61

3.
 You refer to an increase of aggregate spend on your platform in both fiscal 2020 and the nine months ended
September 30, 2021 when revenues decreased in the one period and increased in the other. Please revise to clarify the relevance of platform spend on revenue or include a discussion of other factors that impacted the change in revenue from period-to-period. For example, consider a quantified discussion of both the positive and negative impact certain verticals had on revenue. Also, you state that your growth is
driven by adding new customers and expanded usage of your platform by your existing customers. Revise to discuss the impact on your revenue growth from new versus existing customers. We refer you to your responses to comments 15 and 3 in your
December 9, 2020 and January 11, 2021 letters, respectively.

 Response: We acknowledge
the Staff’s comment, and respectfully submit that we will revise our discussions for results of operations in our future filings to include a discussion of other factors that impacted the change in revenue from period-to-period, including a quantified discussion of both the positive and negative impact certain verticals had on revenue, when material and quantifiable. In addition, in our future filings we will
discuss the impact of our revenue growth from new versus existing customers. Similarly to our response to Comment No. 2, we will remove the metric of platform spend from our discussion of revenue in our future filings because our management has
determined that this metric is not material to an investor’s understanding of our financial performance. Provided below are examples of our disclosures which contain the additional discussions for fiscal 2020 and the nine months ended
September 30, 2021.

Year Ended December 31,

Change

2020

2019

$

%

(in thousands, except for percentages)

 Revenue

$
165,251

$
164,892

$
359

0.2
%

 Revenue increased by $0.4 million, or 0.2% during the year ended December 31, 2020 compared to the
year ended December 31, 2019. The minimal increase in revenue was primarily due to adverse effects of the COVID-19 pandemic. Certain marketers in the travel and tourism, retail and automotive industries
decreased or paused their advertising spending resulting in revenue decreasing across these customer verticals by 25% from the prior year period as a response to the economic uncertainty created by the
COVID-19 pandemic. The decline in revenue from these impacted customer verticals was offset by increased revenue from customers in all other customer verticals, including healthcare, entertainment, and
consumer products. Despite the negative impacts of the COVID-19 pandemic, we have continued to experience increased demand for our people-based advertising products and services. Approximately 91% of
our revenue for the year ended December 31, 2020 came from customers that had been customers in the year ended December 31, 2019.

Nine Months Ended
September 30,

Change

2021

2020

$

%

(in thousands, except for percentages)

 Revenue

$
141,412

$
108,790

$
32,622

30
%

 Viant Technology Inc.

2722 Michelson Drive

 Suite 100

Irvine, California 92612

 Revenue
increased by $32.6 million, or 30%, during the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020. Our revenue growth was due to a 58% increase in revenue from the prior year period from certain
marketers in customer verticals other than consumer products and automotive. This increase in revenue was offset by the impact from certain marketers in the consumer products and automotive customer verticals decreasing or pausing their advertising
spending due to the ongoing adverse effects of the COVID-19 pandemic resulting in revenue decreasing across these customer verticals by approximately 6% from the prior year period. Despite the ongoing negative
impacts of the COVID-19 pandemic, we have continued to experience increased demand for our people-based advertising products and services. Additionally, approximately 93% of our revenue for the nine months
ended September 30, 2021 came from customers that had been customers in the nine months ended September 30, 2020.

 Form 10-Q for the Quarterly Period Ended September 30, 2021

 Management’s Discussion and Analysis of Financial
Condition and Results of Operations Key Operating and Financial Metrics, page 33

4.
 We note you present adjusted EBITDA as a percentage of contribution ex-TAC
in the table here without presenting the comparable GAAP measure of net income as a percentage of gross profit with equal or greater prominence. Please revise. Refer to Question 102.10 of the non-GAAP
C&DIs.

 Response: We acknowledge the Staff’s comment and to the extent we include the measure
of adjusted EBITDA as a percentage of contribution ex-TAC in our future filings, we will include the related GAAP measure of net income as a percentage of gross profit with equal or greater prominence.

5.
 You explain in your discussion of contribution ex-TAC that this measure was
previously referred to as Revenue ex-TAC in your December 31, 2020 Form 10-K. Please confirm that you will no longer reference the previous nomenclature in future
filings.

 Response: We confirm that revenue ex-TAC will no
longer be referenced in our future filings.

 * * *

Please advise us if we can provide any further information or assistance to facilitate your review. Please direct any questions or
further comments regarding this response letter to the undersigned at (949) 513-8004. Thank you.

 Sincerely,

/s/  Lisa Harrington

 Lisa Harrington

Chief Legal Officer

 Viant Technology Inc.

cc:
 Tim Vanderhook, Viant Technology Inc.

Chris Vanderhook, Viant Technology Inc.

 Larry
Madden, Viant Technology Inc.

 Tom Coll, Cooley LLP

Tom Hopkins, Cooley LLP

 Su Lian Lu, Cooley
LLP

 Alexa Ekman, Cooley LLP

CORRESP
1
filename1.htm

CORRESP

 January 10, 2022

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Technology

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
 David Edgar

Kathleen Collins

Re:
 Viant Technology Inc.

Form 10-K for the Year Ended December 31, 2020

Filed March 23, 2021

Form 10-Q for the Quarterly Period Ended September 30, 2021

Filed November 10, 2021

File No. 001-40015

Ladies and Gentlemen:

 Reference is made to the comment letter
(the “Comment Letter”), dated December 14, 2021, from the staff of the Securities and Exchange Commission and the response letter, dated December 22, 2021, submitted on behalf of Viant Technology Inc. (the
“Company”) related to the Comment Letter regarding the above captioned filings of the Company.

 Pursuant to the Company’s
discussion with Ms. Collins on January 7, 2022, the Company respectfully requests an additional extension to respond to the Comment Letter by no later than January 24, 2022.

Please direct any comments or questions to me at (858) 550-6183.

Sincerely,

 /s/ Alexa Ekman

Alexa Ekman

 Cooley LLP

cc:
 Tim Vanderhook, Viant Technology Inc.

Lisa Harrington, Viant Technology Inc.

CORRESP
1
filename1.htm

CORRESP

 Phillip S. McGill

T:  +1 858 550 6193

 pmcgill@cooley.com

December 22, 2021

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Technology

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
 David Edgar

 Kathleen Collins

Re:
 Viant Technology Inc.

Form 10-K for the Year Ended December 31, 2020

Filed March 23, 2021

Form 10-Q for the Quarterly Period Ended September 30, 2021

Filed November 10, 2021

File No. 001-40015

Dear Ladies and Gentlemen:

 Reference is made to the comment
letter (the “Comment Letter”), dated December 14, 2021, from the staff of the Securities and Exchange Commission regarding the above captioned filings of Viant Technology Inc. (the “Company”).

Pursuant to the Company’s discussion with Ms. Collins on December 17, 2021, the Company respectfully requests an extension to respond to the
Comment Letter by no later than January 13, 2022.

 Please direct any comments or questions to me at (858)
550-6193.

 Sincerely

/s/ Phillip S. McGill

 Phillip S.
McGill

 Cooley LLP

cc:
 Tim Vanderhook, Viant Technology Inc.

Lisa Harrington, Viant Technology Inc.

Cooley LLP   4401 Eastgate Mall   San Diego, CA   92121-1909

t: +1 858 550 6000 f: +1 858 550-6420 cooley.com

United States securities and exchange commission logo
December 14, 2021
Tim Vanderhook
Chief Executive Officer
Viant Technology Inc.
2722 Michelson Drive, Suite 100
Irvine, CA 92612
Re:Viant Technology Inc.
Form 10-K for the Year Ended December 31, 2020
Filed March 23, 2021
Form 10-Q for the Quarterly Period Ended September 30, 2021
Filed November 10, 2021
File No. 001-40015
Dear Mr. Vanderhook:
            We have limited our review of your filing to the financial statements and related
disclosures 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 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 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.
Form 10-K for the Year Ended December 31, 2020
Selected Financial Data, page 54
1.We note that your measure of Average Contribution ex-TAC per Active Customer is
calculated using the non-GAAP measures of Contribution ex-TAC.  Where you present
Average Revenue ex-TAC per Active Customer, please ensure that you include the related
GAAP measure of average gross profit per active customer.  Refer to Item 10(e)(1)(i)(A)
and Item 10(e)(4)(ii) of Regulation S-K.

 FirstName LastNameTim Vanderhook
 Comapany NameViant Technology Inc.
 December 14, 2021 Page 2
 FirstName LastName
Tim Vanderhook
Viant Technology Inc.
December 14, 2021
Page 2
Factors Affecting Our Performance, page 57
2.You refer to the changes in aggregate spend as a measure of customer engagement.
Please revise to include a discussion of how this metric is calculated, why it is useful to
investors and how management uses this measure in managing or monitoring the
performance of your business.  Refer to SEC Release No. 33-10751.
Results of Operations, page 61
3.You refer to an increase of aggregate spend on your platform in both fiscal 2020 and the
nine months ended September 30, 2021 when revenues decreased in the one period and
increased in the other.  Please revise to clarify the relevance of  platform spend on revenue
or include a discussion of other factors that impacted the change in revenue from period-
to-period.  For example, consider a quantified discussion of both the positive and negative
impact certain verticals had on revenue.  Also, you state that your growth is driven by
adding new customers and expanded usage of your platform by your existing customers.
Revise to discuss the impact on your revenue growth from new versus existing
customers.  We refer you to your responses to comments 15 and 3 in your December 9,
2020 and January 11, 2021 letters, respectively.
Form 10-Q for the Quarterly Period Ended September 30, 2021
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Operating and Financial Metrics, page 33
4.We note you present adjusted EBITDA as a percentage of contribution ex-TAC in the
table here without presenting the comparable GAAP measure of net income as a
percentage of gross profit with equal or greater prominence.  Please revise.  Refer to
Question 102.10 of the non-GAAP C&DIs.
5.You explain in your discussion of contribution ex-TAC that this measure was previously
referred to as Revenue ex-TAC in your December 31, 2020 Form 10-K.  Please confirm
that you will no longer reference the previous nomenclature in future filings.
            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.

 FirstName LastNameTim Vanderhook
 Comapany NameViant Technology Inc.
 December 14, 2021 Page 3
 FirstName LastName
Tim Vanderhook
Viant Technology Inc.
December 14, 2021
Page 3
            You may contact David Edgar, Senior Staff Accountant, at (202) 551-3459 or
Kathleen Collins, Accounting Branch Chief, at (20) 551-3499 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Stewart L. McDowell

CORRESP
1
filename1.htm

CORRESP

 February 5, 2021

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

Washington D.C. 20549

 Attention: Jan Woo

Re:
 Viant Technology Inc.

Registration Statement on Form S-1 (File
No. 333-252117)

 Dear Ms. Woo:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “1933 Act”), the
undersigned, BofA Securities, Inc., as the representative of the underwriters of the offering pursuant to the above-captioned Registration Statement on Form S-1 (File No. 333-252117, the
“Registration Statement”), hereby joins the Company in respectfully requesting acceleration of the effective date of the Registration Statement by the Securities and Exchange Commission to February 9, 2021 at 4:00 p.m. Eastern
time, or as soon as practicable thereafter, unless the Company or the Company’s outside counsel, Gibson, Dunn & Crutcher LLP, request by telephone that such Registration Statement be declared effective at some other time.

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advise that approximately 763 electronic copies of
the Preliminary Prospectus are expected to be distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned advise that they have complied and will continue to comply with the requirements of Rule
15c2-8 under the Securities Exchange Act of 1934, as amended.

 [Signature Page Follows]

 Very truly yours,

 BOFA SECURITIES, INC.

 as
representative of the several underwriters

 BOFA SECURITIES, INC.

By:

 /s/ Michele A.H. Allong

Name:

Michele A.H. Allong

Title:

Authorized Signatory

 [Signature Page to Acceleration Request]

CORRESP
1
filename1.htm

CORRESP

 February 5, 2021

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

Washington D.C. 20549

 Attention: Jan Woo

Re:
 Viant Technology Inc.

Registration Statement on Form S-1 (File
No. 333-252117)

 Dear Ms. Woo:

Viant Technology Inc., a Delaware corporation (the “Company”), respectfully requests pursuant to Rule 461 under the Securities Act of 1933, as
amended, that the effective date of the Company’s Registration Statement on Form S-1 (File No. 333-252117) (the “Registration Statement”) be accelerated and that it be declared
effective February 9, 2021 at 4:00 p.m. Eastern time, or as soon as practicable thereafter, unless we or our outside counsel, Gibson, Dunn & Crutcher LLP, request by telephone that such Registration Statement be declared effective at
some other time.

 Once the Registration Statement is effective, please orally confirm the event with our counsel, Gibson, Dunn & Crutcher LLP, by
calling Stewart McDowell at (415) 393-8322.

 Sincerely,

/s/ Larry Madden

 Larry Madden

Chief Financial Officer

cc:
 Stewart L. McDowell, Gibson, Dunn & Crutcher LLP

CORRESP
1
filename1.htm

CORRESP

 Stewart McDowell

 Direct: +1 415.393.8322

Fax: +1 415.374.8461

 SMcDowell@gibsondunn.com

 February 1, 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

Re:
 Viant Technology Inc.

Registrant Statement on Form S-1

Filed January 15, 2021

CIK: 0001828791

 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 19, 2021 (the “Comment Letter”), regarding the above-referenced Registration Statement on Form S-1 (the “Registration Statement”), filed on January 15, 2021. The Staff’s comments are set forth below, followed by the Company’s responses. The page references in our response correspond
to the page numbers of the Amendment No. 1 to Registration Statement on Form S-1 (the “Amendment”), which is being filed today.

Registration Statement on Form S-1 filed January 15, 2021

Summary Historical Consolidated Financial Information, page 14

1.
 Please revise your disclosures here and on page 78 to present the comparable GAAP measure of net loss as a
percentage of gross profit with equal or greater prominence to your non-GAAP measure of adjusted EBITDA as a percentage of revenue ex-TAC. Refer to Question 102.10 of the non-GAAP C&DIs.

 We have revised the disclsoure on pages 18 and 85 in response to this comment.

 February 1, 2021

 Page 2

 Key Operating and Financial Performance Metrics

Use of Non-GAAP Financial Measures, page 96

2.
 We note in response to prior comment 3 you revised the discussion of adjusted EBITDA to also refer to
adjusted EBITDA as a percentage of revenue ex-Tac. However, it remains unclear what a measure of adjusted EBITDA as a percentage of adjusted gross profit is intended to represent and why this measure is useful
to investors. Please explain and revise accordingly.

 We have revised the disclosure on page 104 in response to this
comment.

 If you have any questions regarding the Amendment or the responses set forth above, please do not hesitate to call me at (415) 393-8322.

 Sincerely,

 /s/
Stewart L. McDowell

 Stewart McDowell

cc:
 Sarah Solum, Freshfields Bruckhaus Deringer

United States securities and exchange commission logo
January 19, 2021
Tim Vanderhook
Chief Executive Officer
Viant Technology Inc.
2722 Michelson Drive, Suite 100
Irvine, CA 92612
Re:Viant Technology Inc.
Registration Statement on Form S-1
Filed January 15, 2021
CIK: 0001828791
Dear Mr. Vanderhook:
            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.  Unless we note
otherwise, our references to prior comments are to comments in our January 13, 2021 letter.
Registration Statement on Form S-1 filed January 15, 2021
Summary Historical Consolidated Financial Information, page 14
1.Please revise your disclosures here and on page 78 to present the comparable GAAP
measure of net loss as a percentage of gross profit with equal or greater prominence to
your non-GAAP measure of adjusted EBITDA as a percentage of revenue ex-TAC.  Refer
to Question 102.10 of the non-GAAP C&DIs.

 FirstName LastNameTim Vanderhook
 Comapany NameViant Technology Inc.
 January 19, 2021 Page 2
 FirstName LastName
Tim Vanderhook
Viant Technology Inc.
January 19, 2021
Page 2
Key Operating and Financial Performance Metrics
Use of Non-GAAP Financial Measures, page 96
2.We note in response to prior comment 3 you revised the discussion of adjusted EBITDA
to also refer to adjusted EBITDA as a percentage of revenue ex-Tac.  However, it remains
unclear what a measure of adjusted EBITDA as a percentage of adjusted gross profit is
intended to represent and why this measure is useful to investors.  Please explain and
revise accordingly.
            You may contact David Edgar, Senior 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, Senior Attorney at
(202) 551-3477 or Jan Woo, Legal Branch Chief at (202) 551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Stewart McDowell

CORRESP
1
filename1.htm

CORRESP

 Gibson, Dunn & Crutcher LLP

555 Mission Street

 San Francisco, CA 94105-0921

Tel 415.393.8200

 www.gibsondunn.com

 Stewart McDowell

Direct: +1 415.393.8322

 Fax: +1 415.374.8461

SMcDowell@gibsondunn.com

 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

Re:
 Viant Technology Inc.

Amendment No. 2 to Draft Registrant Statement on Form S-1 Submitted January 11, 2021

 CIK: 0001828791

 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 Staff’s comments are set forth below, followed by the
Company’s 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

 Risk Factors

 We receive a
significant amount of revenue..., page 19

1.
 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

  Page
 2

 Unaudited Pro Forma Consolidated Financial Information and Other Data, page 71

2.
 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 Staff’s comment.

 Key Operating and Financial Performance Metrics

Use of Non-GAAP Financial Measures, page 92

3.
 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

4.
 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

5.
 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

  Page
 3

 Notes to Consolidated Financial Statements

Concentration of Risk, page F-16

6.
 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.

 Sincerely,

 /s/
Stewart L. McDowell

 Stewart McDowell

cc:
 Sarah Solum, Freshfields Bruckhaus Deringer

United States securities and exchange commission logo
January 13, 2021
Tim Vanderhook
Chief Executive Officer
Viant Technology Inc.
2722 Michelson Drive, Suite 100
Irvine, CA 92612
Re:Viant Technology Inc.
Amendment No. 2 to Draft Registrant Statement on Form S-1
Submitted January 11, 2021
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 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.  Unless otherwise noted, where prior comments are referred to they refer to our letter
dated December 23, 2021.
Amendment No. 2 to Draft Registration Statement on Form S-1 Submitted January 11, 2021
Risk Factors
We receive a significant amount of revenue..., page 19
1.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.
Unaudited Pro Forma Consolidated Financial Information and Other Data, page 71
2.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

 FirstName LastNameTim Vanderhook
 Comapany NameViant Technology Inc.
 January 13, 2021 Page 2
 FirstName LastNameTim Vanderhook
Viant Technology Inc.
January 13, 2021
Page 2
Reorganization and Offering Transactions.
Key Operating and Financial Performance Metrics
Use of Non-GAAP Financial Measures, page 92
3.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.
Revenue ex-TAC, page 93
4.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.
Executive Compensation, page 120
5.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.
Notes to Consolidated Financial Statements
Concentration of Risk, page F-16
6.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.
            You may contact David Edgar, Senior 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 questions.
Sincerely,
Division of Corporation Finance

 FirstName LastNameTim Vanderhook
 Comapany NameViant Technology Inc.
 January 13, 2021 Page 3
 FirstName LastName
Tim Vanderhook
Viant Technology Inc.
January 13, 2021
Page 3
Office of Technology
cc:       Stewart McDowell

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 Inc.
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 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 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

 FirstName LastNameTim Vanderhook
 Comapany NameViant Technology Inc.
 December 23, 2020 Page 2
 FirstName LastNameTim Vanderhook
Viant Technology Inc.
December 23, 2020
Page 2
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 compensation
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

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 Comapany NameViant Technology Inc.
 December 23, 2020 Page 3
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Tim Vanderhook
Viant Technology Inc.
December 23, 2020
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branches or divisions as customers, could significantly harm your business.
            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 questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Stewart McDowell

United States securities and exchange commission logo
November 18, 2020
Tim Vanderhook
Chief Executive Officer
Viant Technology Inc.
2722 Michelson Drive, Suite 100
Irvine, CA 92612
Re:Viant Technology Inc.
Draft Registrant Statement on Form S-1
Submitted October 22, 2020
CIK: 0001828791
Dear Mr. Vanderhook:
            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 Registrant Statement on Form S-1 Submitted October 22, 2020
Organizational Structure, page 6
1.We note your footnote disclosure that the "Class B stockholders will have no voting rights
in Viant Technology LLC on account of the Class B units."  Please revise to discuss the
indirect control of Viant Technology Inc. that Class B stockholders will have after
completion of the reorganization.  In that regard, although the Class B stockholders may
not have voting control of Viant Technology LLC, they will have voting control of Viant
Technology Inc., which will be the managing member of the LLC.

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Risk Factors
General, page 16
2.We note that the interest rate elections for your revolving credit facility are tied, in part, to
LIBOR.  Please consider including a risk factor if the expected discontinuation of LIBOR
could affect your liquidity and results of operations.
Reduced reporting and disclosure requirements applicable to us as an emerging growth
company..., page 45
3.Please revise to clarify that as a result of your election to take advantage of the extended
transition provisions for complying with new or revised accounting standards, your
financial statements may not be comparable to companies that comply with public
company effective dates.
Risk Factors
Our amended and restated certificate of incorporation will include an exclusive forum clause,
page 47
4.We note that your exclusive forum selection provision identifies the federal district courts
of the United States of America as the exclusive forum for claims arising under the
Securities Act.  Please disclose that investors cannot waive compliance with the federal
securities laws and the rules and regulations thereunder.  Section 22 of the Securities Act
creates concurrent jurisdiction for federal and state courts over all suits brought to enforce
any duty or liability created by the Securities Act or the rules and regulations thereunder.
Organizational Structure
Post-Offering Holding Company Structure, page 57
5.Please revise your post-offering organization chart to address the following:
•Clarify that the economic rights of the Class B common stock are limited to the right
to redeem at par value; and
•Disclose within the chart the percentage voting rights in Viant Technology, LLC for
each of the Class A and Class B unit holders.
Organizational Structure
Voting Rights of Class A Common Stock and Class B Common Stock, page 62
6.Disclose the circumstances in which holders of Class A common shares are able to vote
separately as a class as provided in your certificate of incorporation and under Delaware
law.
Exchange Rights, page 63
7.Please revise to clarify under what additional circumstances the Viant Technology LLC
Agreement requires mandatory exchange of Class B units.

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Use of Proceeds, page 64
8.Please advise whether a portion of the net proceeds may be used to make cash payments
to the members of Viant Technology LLC, pursuant to the Tax Receivable Agreement or
pursuant to your option to make cash payments to the members upon their election to
exchange their LLC Units for newly issued shares of Class A common stock.  To the
extent you may use, or may cause Viant Technology LLC, to use, the net proceeds for
these purposes, please revise.
Unaudited Pro Forma Consolidated Financial Information and Other Data, page 70
9.Please revise your pro forma balance sheet to reflect any adjustments related to the Tax
Receivable Agreement.  Similarly, revise your pro forma statements of operations to
include separate line items for income or loss before income tax expense (benefit) and
income tax expense (benefit).  To the extent such adjustments cannot be determined due to
the uncertainty and timing of future exchanges of Class B units, revise to include a
footnote to the pro forma financials indicating as such.  Also, please include a
comprehensive discussion of the Tax Receivable Agreement in the introductory pro forma
section along with a discussion of any deferred tax asset and related liabilities that will be
recognized assuming all Class B unit holders exchange their LLC units.  Lastly, revise
your pro forma balance sheet to also include any adjustments related to non-controlling
interests.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 76
10.You disclose that you tailor your pricing models to different customer needs. These
pricing models include a percentage of spend model, a subscription based model, or a
CPM based model. Tell us and, to the extent material, revise to quantify the percentage of
revenue each pricing model represents.  As part of your disclosure, include a discussion of
any known trends or uncertainties for each of the pricing models for the periods presented
and the impact, if any, these various models have had on your results of operations.
11.We note that your platform "enables marketers to reach their target audience across
desktop, mobile, connected TV, linear TV, streaming audio and digital billboards."  Please
revise to provide a discussion of any known trends or uncertainties regarding spending
attributable to each of the media types identified.  As part of your discussion, please tell us
whether there are any key performance metrics management uses in evaluating its
business related to the type of advertising customers purchase.
Factors Affecting our Performance, page 77
12.Please tell us the percentage of total revenue generated from your Active Customers for
each period presented.  To the extent this customer base did not account for a significant
portion of your revenues, tell us your consideration to include information regarding the

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number of customers with revenues less than $15,000.
Results of Operations
Comparison of the Years Ended December 31, 2018 and 2019, Revenue, page 81
13.You state that your success is dependent on regularly adding new customers and
increasing your customers' usage of your platform.  Please tell us what portion of your
revenue was attributable to new versus existing customers and consider including such
quantified information in your results of operations discussion.  Refer to Item
303(a)(3)(iii) of Regulation S-K and Section III.D of SEC Release No. 33-6835.
14.You disclose that the beneficial impact of the Adelphic acquisition on revenue was not
immediate due to a variety of factors, including the time associated with integrating
Adelphic.  Please revise to disclose when Adelphic was integrated into the business, and
quantify the relative impact of the acquired business, once integrated, on revenue and the
results of operations for the periods presented.
Key Operating and Financial Performance Metrics, page 83
15.You state that your future revenue growth depends upon your ability to retain existing
customers, among other factors.  You also refer to a pricing model based on a percentage
of your customer spend. Tell us what measures, if any, you use to monitor customer
retention and customer spend and revise to include a quantified discussion of such
measures or explain why you do not believe such information is necessary.  Refer to
Section III.B.1 of SEC Release No. 33-8350.
Use of Non-GAAP Financial Measures, page 83
16.Your presentation of non-GAAP net revenue includes an adjustment for direct costs which
are included in revenue.  Similarly, you present total operating expenses, excluding direct
costs.  Please explain to us why you believe these non-GAAP measures do not
substitute individually tailored revenue and expense recognition and measurement
methods for those of GAAP.  Refer to Question 100.04 of Compliance and Disclosure
Interpretations on Non-GAAP Financial Measures and Rule 100(b) of Regulation G.
Liquidity and Capital Resources, page 87
17.Please revise to address the fact upon consummation of this offering, you will be a
holding company with no operations of your own.  As such, you will depend on
distributions from Viant Technology LLC (LLC) to pay your taxes and expenses,
including payments under the Tax Receivable Agreement.  Please also disclose any
restrictions or other factors that could inhibit the LLC's ability to pay dividends or make
other distributions to you.  Refer to Item 303(a)(1) of Regulation S-K.
Contractual Obligations, page 89
Please include a footnote to the table indicating that the payments you may be required to

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18.make under the Tax Receivable Agreement may be substantial, and are not reflected in the
table.  Refer to Section III.D of SEC Release No. 33-8182.
Business, page 94
19.You state that your operation of Myspace.com provides certain data assets and intellectual
property that you may leverage to provide products and services to your clients.  Of your
26 patents, 15 relate to the Myspace.com site.  To the extent material, please discuss your
operations of Myspace.com and the impact on your business.
Management, page 103
20.Please identify and provide disclosure regarding your significant employees who are not
executive officers but who have made and/or are expected to make significant
contributions to the business of the company.  We note several individuals listed on the
website as part of your leadership team, including co-founder and Senior Vice President,
Russ Vanderhook.  See Item 401(c) of Regulation S-K.
Management
Controlled Company Exemption, page 105
21.We note your disclosure that the Vanderhook Parties will control more than 50% of the
voting power of Class A common stock.  Please revise to clarify that the Vanderhook
Parties will also have voting control due to Class B common Stock ownership and that the
Class A and Class B common stock vote together on the election of directors.
Executive Compensation, page 109
22.Please provide executive compensation disclosure for the year ended December 31, 2019
which is the company's last completed fiscal year.  See Item 402 of Regulation S-K.
Concentration of Risk, page F-14
23.You disclose that no customers accounted for more than 10% of consolidated revenue.
However, you state on page 19 that if all of your customer contractual relationships were
aggregated at the holding company level, two of your customers would represent more
than 10% of your revenue for fiscal 2019.  Please revise to disclose the amount or
percentage of revenue attributed to these customers.  In this regard, a group of entities
known to be under common control are considered to be a single customer pursuant to the
guidance in ASC 280-10-50-42.  Also, if applicable, please provide disclosures regarding
concentrations of credit risk as required by ASC 825-10-50-20.

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Financial Statements
Note 8. Convertible Preferred Units and Common Units
2016 and 2019 Convertible Preferred Units, page F-21
24.You state that you used the Black-Scholes-Merton option valuation model to determine
the fair value of your common units for purposes of calculating the beneficial conversion
feature in your 2019 convertible preferred units.  Please clarify whether your reference to
the option pricing model here relates to your allocation of the enterprise value as
determined under the income approach.  If true, revise your disclosures accordingly or
explain further your reference to the use of such option pricing model to value your
common units.  Also, disclose the fair value of the common units and the effective
conversion price of the 2019 convertible preferred units used in determining the $27.6
million beneficial conversion feature.  Refer to ASC 505-10-50-3.
General
25.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact Dave 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 Matthew Derby, Staff Attorney, at (202)
551-3334 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Stewart McDowell