SecProbe.io

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 April 13, 2026

Andrew Vollero
Chief Financial Officer
Reddit, Inc.
303 2nd Street, South Tower, 5th Floor
San Francisco, California 94107

 Re: Reddit, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2025
 Filed February 6, 2026
 File No. 001-41983
Dear Andrew Vollero:

 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
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Ran D. Ben-Tzur

 rbentzur@fenwick.com | 650.335.7613

 April 6, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 100 F Street, NE

 Washington, DC 20549

 Attention:
 Mr. Joseph
 Cascarano

 Mr. Robert Littlepage

 Re:
 Reddit, Inc.

 Form 10-K for the Fiscal Year Ended December 31,
 2025

 Filed February 6, 2026

 File No. 001-41983

 Ladies and Gentlemen:

 On behalf of Reddit, Inc.
(the " Company "), in this letter, we respond to the comments of the staff (the " Staff ")
of the U.S. Securities and Exchange Commission contained in the Staff's letter dated March 31, 2026 (the " Letter ").
The numbered paragraphs below correspond to the numbered comments in the Letter, and the Staff's comments are presented in bold
italics. The Company has considered each of these disclosures carefully in light of the Staff's comments and addressed them as
set forth in the responses below.

 Form 10-K for the Fiscal Year Ended December 31,
2025

 Management's Discussion and Analysis of Financial Condition
and Results of Operations

 Results of Operations, page 59

 1. We note your discussion
 of financial results and that you attribute the increase in revenues to an "increase
 in impressions delivered and to a lesser extent, an increase in pricing." Please revise
 to further describe material changes to a line item for the underlying reasons for such changes
 in both quantitative and qualitative terms, including the impact of offsetting factors. For
 example, because "impressions delivered" is identified as your primary growth
 driver, please quantify, discuss, and analyze the increase in impressions in greater detail.
 In this regard, we also note your most recent earnings call in which you state that revenue
 growth was driven by several factors, such as full-funnel ad strength, machine learning-powered
 efficiency, expanding advertiser adoption, diversified vertical/geographic momentum, as well
 as impression growth. Please reconcile these disclosures with your MD&A analysis and
 tell us your consideration for discussing and quantifying these earnings call factors in
 your filings. Please provide us with an example of the expanded disclosure. Refer to Item
 303(b) and (c) of Regulation S-K.

 United States Securities and Exchange Commission

 Division of Corporation Finance

 April 6, 2026

 Page 2

 The Company acknowledges
the Staff's comment and respectfully advises the Staff that it will revise future filings, beginning with its Form 10-Q for
the three months ended March 31, 2026 (" Q1 2026 Form 10-Q "), to provide additional quantitative and
qualitative disclosures regarding the factors underlying changes in revenue.

 In response to the Staff's
request, the Company proposes to expand its discussion of revenue in Management's Discussion and Analysis of Financial Condition
and Results of Operations (" MD&A ") to include additional quantitative and qualitative information, as shown
in the following proposed disclosure, regarding key drivers of revenue growth in the relevant period. Below is an example of such expanded
disclosure using 2025 figures.

 "Revenue for the year
ended December 31, 2025 increased by $902.3 million, or 69%, compared to the prior year. The growth in revenue was primarily due
to an increase in advertising revenue of $877.0 million, or 74%, as compared to the prior year driven primarily by an increase in impressions
delivered and to a lesser extent, an increase in pricing. During the year ended December 31, 2025, ad impressions delivered increased
by approximately 47% compared to the prior year driven in part by ad load optimization and improvements, including new ad formats, and
by increases in the number of users and user engagement. For more information regarding increases in the number of users, see "-Key
Financial and Operating Metrics-Trends in User Metrics." During the year ended December 31, 2025, the price of ads increased
by approximately 18% compared to the prior year driven by higher advertiser demand and performance across the full funnel of ad objectives.
In addition, other revenue increased by $25.3 million, or 22%, compared to the prior year as a result of content licensing agreements
executed in 2024 and 2025.

 Revenue in the United States
for the year ended December 31, 2025 increased by $722.0 million, or 68%, compared to the prior year. Revenue in the rest of world
for the year ended December 31, 2025 increased by $180.3 million, or 76%, compared to the prior year. Revenue growth for both geographies
was driven by the factors described above. The growth in revenue in the rest of world was also due to our focus on, among other factors,
internationalization, including through machine translation and improving local content."

 With respect to the Staff's
reference to the Company's discussion of "full-funnel ad strength, machine learning-powered efficiency, expanding advertiser
adoption, and diversified vertical/geographic momentum" on its most recent earnings call, the Company advises the Staff that these
factors were discussed in the earnings call to provide investors with directional and contextual understanding of the Company's
results; however, they are not discrete metrics or inputs used by management to monitor the Company's performance or make operational
decisions. The Company provided additional disclosures in the exemplar above with respect to certain of such factors referenced on the
earnings call which it believes were the primary drivers of revenue growth in the period, and the Company shall continue to provide disclosure
with respect to the primary drivers of revenue growth in future periods. As noted above, the key factors that currently impact revenue
growth are impressions delivered and the price of ads. Additionally, the Company respectfully advises the Staff that the description
of the change in DAUq within "-Key Financial and Operating Metrics-Trends in User Metrics" in the MD&A highlights
some of the reasons for the increase in impressions and the Company's growth strategies, including machine learning.

 United States Securities and Exchange Commission

 Division of Corporation Finance

 April 6, 2026

 Page 3

 The Company further advises
the Staff that it undertakes to evaluate on an ongoing basis whether any factors discussed in MD&A evolve into defined, tracked,
and internally quantified metrics that are used by management in managing its business. If in the future any such factors become material
to understanding the Company's results of operations, the Company will revise its disclosure to include appropriate discussion
and analysis.

 15. Income Taxes, page 92

 2. We note your disclosure
 "that there is a reasonable possibility that sufficient positive evidence may become
 available within the next 18 months to allow us to release a significant portion of the federal
 valuation allowance." We also note that in order to monitor the realizability of the
 deferred tax assets you will need to take into account multiple objective and subjective
 factors. Please tell us your consideration of providing more robust critical accounting policy
 disclosures regarding the various judgments and assumptions made in determining if the deferred
 tax assets will be realizable, including a discussion of the degree of uncertainty associated
 with key assumptions. Such discussion would desirably provide specifics, such as:

 · The minimum amount of taxable income
 you will be required to generate to realize your deferred tax assets, including the jurisdictions
 and time periods in which such income will be required;

 · If realization of your deferred tax
 assets is dependent on material improvements over present levels of consolidated pre-tax
 results, material changes in the present relationship between income reported for financial
 and tax purposes, or material asset sales or other non-routine transactions, describe and
 quantify, to the extent practicable, the assumed future events; and

 · Clarify if your assessment of the
 realizability of your deferred tax assets is based on tax planning strategies and, if applicable,
 describe them.

 Please refer to the guidance in ASC 740-10-30-16 through 30-25 and Item 303(b)(3) of Regulation
 S-K.

 The Company acknowledges
the Staff's comment and respectfully advises the Staff that it will revise future filings, beginning with its Q1 2026 Form 10-Q,
to provide additional clarity around factors used in the Company's valuation allowance assessment. The Company's assessment
of the federal valuation allowance is primarily driven by the Company's U.S. federal deferred tax assets, which include significant
net operating losses and tax credits. As noted in the Company's periodic filings, the Company has had a history of cumulative losses.
However, based on the Company's recent operational performance and current forecasts, the Company expects to achieve a position
of cumulative 12-quarter profitability within the next 12 months when considering profit before taxes plus permanent tax adjustments.
This anticipated profitability represents the primary "positive evidence" that would allow the Company to conclude that it
is "more likely than not" that a significant portion of the Company's U.S. federal deferred tax assets, specifically
the Company's net operating losses and research and development tax credits, will be realized. The Company notes to the Staff that
it is still in a cumulative loss position and estimates of future results may change and, as a result, it still maintains a full valuation
allowance with respect to its deferred tax assets.

 In response to the Staff's
request, the Company proposes to expand its disclosure in the income tax footnote of the consolidated financial statements and in MD&A
in its Q1 2026 Form 10-Q (and in future filings as appropriate) as follows:

 United States Securities and Exchange Commission

 Division of Corporation Finance

 April 6, 2026

 Page 4

 "Given our recent history
of generating net income in the United States, we believe that there is a reasonable possibility that sufficient positive evidence may
become available within the next 12 months to allow us to release a significant portion of the federal valuation allowance. The reversal
would result in a significant income tax benefit in the period when we release it. However, the exact timing and amount of the valuation
allowance release are subject to change based on a number of factors, including but not limited to, the level of profitability (pre-tax
income adjusted for permanent differences) that we are able to accurately forecast, as well as the amount of our tax deductible stock-based
compensation, which is dependent upon our publicly traded share price, and macroeconomic conditions, among other factors."

 The Company also proposes
adding a Critical Accounting Policy to its MD&A in its Q1 2026 Form 10-Q (and in future filings as appropriate) as follows:

 "We account for income
taxes using the asset and liability method. We recognize deferred tax assets and liabilities for temporary differences between the financial
reporting and tax bases of assets and liabilities using the enacted statutory tax rates in effect for the years in which we expect the
differences to reverse. We establish valuation allowances to reduce the total deferred tax assets to the amount we believe is more likely
than not to be realized. In assessing the need for a valuation allowance, we consider all available evidence, both positive and negative,
including past operating results and estimates of future taxable income. Our judgment regarding the timing and amount of the valuation
allowance release is subject to change based on a number of factors, including but not limited to, the level of profitability (pre-tax
income adjusted for permanent differences) that we are able to accurately forecast, as well as the amount of our tax deductible stock-based
compensation, which is dependent upon our publicly traded share price, and macroeconomic conditions, among other factors. In the event
that we change our determination as to the amount of deferred tax assets that can be realized, we will adjust our valuation allowance
with a corresponding impact to the provision for (benefit from) income taxes in the period in which such determination is made."

 As noted above, the Company's
assessment of deferred tax asset realization is based on the Company's existing long-term financial forecasts, which project taxable
income for the current fiscal year and beyond. The Company anticipates it will achieve its sustained profitability through the normal
course of business and does not expect that the realization of its deferred tax assets will be dependent on tax planning strategies,
material improvements over present levels of consolidated pre-tax results, material changes in the present relationship between income
reported for financial and tax purposes, or material asset sales or other non-routine transactions. Accordingly, the Company's
valuation allowance analysis is based on objective, verifiable evidence of recent profitability trends and reasonable projections of
continued profitability, rather than on subjective judgments or assumptions that would warrant enhanced critical accounting policy disclosure.

 *******

 United States Securities and Exchange Commission

 Division of Corporation Finance

 April 6, 2026

 Page 5

 Should the
Staff have additional questions or comments regarding the foregoing, please do not hesitate to contact the undersigned at (650)
335-7613, or, in his absence, Jennifer Hitchcock at (650) 335-7854.

 Sincerely,

 /s/ Ran Ben-Tzur

 Ran Ben-Tzur

 Partner

 FENWICK & WEST LLP

 CC:
 Steven Huffman

 Andrew Vollero

 Benjamin Lee, Esq.

 Reddit, Inc.

 Jennifer Hitchcock, Esq.

 Fenwick & West LLP

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<TEXT>
 March 31, 2026

Andrew Vollero
Chief Financial Officer
Reddit, Inc.
303 2nd Street, South Tower, 5th Floor
San Francisco, California 94107

 Re: Reddit, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2025
 Filed February 6, 2026
 File No. 001-41983
Dear Andrew Vollero:

 We have reviewed your filing 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, 2025
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 59

1. We note your discussion of financial results and that you attribute the
increase in
 revenues to an "increase in impressions delivered and to a lesser
extent, an increase in
 pricing." Please revise to further describe material changes to a line
item for the
 underlying reasons for such changes in both quantitative and qualitative
terms, including
 the impact of offsetting factors. For example, because impressions
delivered is
 identified as your primary growth driver, please quantify, discuss, and
analyze the
 increase in impressions in greater detail. In this regard, we also note
your most recent
 earnings call in which you state that revenue growth was driven by
several factors, such
 as full-funnel ad strength, machine learning-powered efficiency,
expanding advertiser
 adoption, diversified vertical/geographic momentum, as well as
impression growth.
 Please reconcile these disclosures with your MD&A analysis and tell us
your
 consideration for discussing and quantifying these earnings call factors
in your filings.
 Please provide us with an example of the expanded disclosure. Refer to
Item 303(b) and
 (c) of Regulation S-K.
 March 31, 2026
Page 2

15. Income Taxes, page 92

2. We note your disclosure "that there is a reasonable possibility that
sufficient positive
 evidence may become available within the next 18 months to allow us to
release a
 significant portion of the federal valuation allowance." We also note
that in order to
 monitor the realizability of the deferred tax assets you will need to
take into account
 multiple objective and subjective factors. Please tell us your
consideration of providing
 more robust critical accounting policy disclosures regarding the various
judgments and
 assumptions made in determining if the deferred tax assets will be
realizable, including a
 discussion of the degree of uncertainty associated with key assumptions.
Such discussion
 would desirably provide specifics, such as:
 The minimum amount of taxable income you will be required to
generate to realize
 your deferred tax assets, including the jurisdictions and time
periods in which such
 income will be required;
 If realization of your deferred tax assets is dependent on material
improvements over
 present levels of consolidated pre-tax results, material changes in
the present
 relationship between income reported for financial and tax purposes,
or material
 asset sales or other non-routine transactions, describe and
quantify, to the extent
 practicable, the assumed future events; and
 Clarify if your assessment of the realizability of your deferred tax
assets is based on
 tax planning strategies and, if applicable, describe them. Please
refer to the guidance
 in ASC 740-10-30-16 through 30-25 and Item 303(b)(3) of Regulation
S-K.

 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 Joseph Cascarano at 202-551-3376 or Robert Littlepage at
202-551-3361
if you have questions regarding comments on the financial statements and
related matters.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
</TEXT>
</DOCUMENT>

CORRESP
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Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

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

March 18, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Attn:  Austin Pattan, Staff Attorney

  Jan Woo, Legal Branch Chief

  Claire DeLabar, Senior Staff Accountant

  Robert Littlepage, Accounting Branch Chief

Re:  Reddit, Inc.

  Registration Statement on Form S-1, as amended (File No. 333-277256)

  Request for Acceleration of Effective Date

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of Reddit, Inc. (the “Company”) for acceleration of the effective date of the above-referenced Registration Statement on Form S-1 so that it becomes effective as of 4:00 p.m. Eastern time on March 20, 2024, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Latham & Watkins LLP, request by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

We, the undersigned, as representatives of the several underwriters, have complied and will comply, and 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.

2

Very truly yours,

Morgan Stanley & Co. LLC

Goldman Sachs & Co. LLC

J.P. Morgan Securities LLC

As representatives of the several

Underwriters listed in Schedule II of the

Underwriting Agreement

By:  Morgan Stanley & Co. LLC

By:  /s/ Mitzi M. Madrid Diaz

  Name: Mitzi M. Madrid Diaz

  Title: Executive Director

By:  Goldman Sachs & Co. LLC

By:  /s/ Will Connolly

  Name: Will Connolly

  Title: Managing Director

By:  J.P. Morgan Securities LLC

By:  /s/ Nadine Yang

  Name: Nadine Yang

  Title: Executive Director

[Signature Page to Underwriters’ Acceleration Request]

CORRESP
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Reddit, Inc.

302 2nd Street, South Tower, 5th Floor

San Francisco, California 94107

March 18, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Attention: Austin Pattan, Staff Attorney

 Jan Woo, Legal Branch Chief

 Claire DeLabar, Senior Staff Accountant

 Robert Littlepage, Accounting Branch Chief

Re:

 Reddit, Inc.

 Registration Statement on Form S-1, as amended (File No. 333-277256)

 Request for Acceleration of Effective Date

To the addressees set forth above:

In accordance with Rule 461 under the Securities Act of 1933, as amended, Reddit, Inc. (the “Company”) hereby requests acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (File No. 333-277256) (as amended, the “Registration Statement”). The Company respectfully requests that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on March 20, 2024, or as soon as practicable thereafter, or at such other time as the Company or its legal counsel may request by telephone to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Sarah Axtell at (650) 470-4993.

Thank you for your assistance in this matter.

[Signature page follows]

Sincerely,

Reddit, Inc.

By: /s/ Steven Huffman

Name: Steven Huffman

Title: Chief Executive Officer and President

cc: Andrew Vollero, Chief Financial Officer, Reddit, Inc.

 Benjamin Lee, Esq., Chief Legal Officer, Reddit, Inc.

 Anthony Richmond, Esq., Latham & Watkins LLP

 Richard Kline, Esq., Latham & Watkins LLP

 Sarah Axtell, Esq., Latham & Watkins LLP

 Alan F. Denenberg, Esq., Davis Polk & Wardwell LLP

 Emily Roberts, Esq., Davis Polk & Wardwell LLP

 Elizabeth LeBow, Esq., Davis Polk & Wardwell LLP

[Signature Page to Acceleration Request]

CORRESP
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 140 Scott Drive

 Menlo Park, California  94025

 Tel: +1.650.328.4600  Fax: +1.650.463.2600

 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

March 11, 2024

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-6010

Attention:

  Austin Pattan, Staff Attorney

  Jan Woo, Legal Branch Chief

  Claire DeLabar, Senior Staff Accountant

  Robert Littlepage, Accounting Branch Chief

Re:

  Reddit, Inc.

  Response to Letter dated March 5, 2024

  Form S-1 Filed February 22, 2024

  File No. 333-277256

To the addressees set forth above:

Reddit, Inc. (the “Company”) has filed with the U.S. Securities and Exchange Commission (the “Commission”) on the date hereof an amendment (“Amendment No. 1”) to the Registration Statement on Form S-1 (the “Registration Statement”). The Company previously filed the Registration Statement on February 22, 2024. The Registration Statement has been revised to reflect the Company’s response to the comment letter to the Registration Statement received on March 5, 2024 from the staff of the Commission (the “Staff”), and we are hereby providing the Company’s response to the Staff’s letter.

For ease of review, we have set forth below the comment of the Staff’s letter dated March 5, 2024 in bold type followed by the Company’s response thereto.

Form S-1 filed February 22, 2024

Financial Statements

Note 19. Subsequent Events, page F-33

1.Please expand the disclosure to include the amount of unrecognized stock compensation expense for the February 2024 grant of RSUs.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page F-34 of the Registration Statement accordingly.

* * *

March 11, 2024

Page 2

We hope the foregoing answer is responsive to your comment. Please do not hesitate to contact me by telephone at (650) 470-4993 or by email (sarah.axtell@lw.com) with any questions or comments regarding this correspondence.

Sincerely,

/s/ Sarah Axtell

Sarah Axtell

of LATHAM & WATKINS LLP

cc:

 Steven Huffman, Reddit, Inc.

 Andrew Vollero, Reddit, Inc.

 Benjamin Lee, Reddit, Inc.

 Anthony J. Richmond, Latham & Watkins LLP

 Richard A. Kline, Latham & Watkins LLP

 Alan F. Denenberg, Davis Polk & Wardwell LLP

 Emily Roberts, Davis Polk & Wardwell LLP

 Elizabeth LeBow, Davis Polk & Wardwell LLP

United States securities and exchange commission logo
March 5, 2024
Steven Huffman
Chief Executive Officer
Reddit, Inc.
1455 Market Street, Suite 1600
San Francisco, California 94103
Re:Reddit, Inc.
Registration Statement on Form S-1
Filed February 22, 2024
File No. 333-277256
Dear Steven Huffman:
            We have reviewed your registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Form S-1 filed February 22, 2024
Financial Statements
Note 19. Subsequent Events, page F-33
1.Please expand the disclosure to include the amount of unrecognized stock compensation
expense for the February 2024 grant of RSUs.

 FirstName LastNameSteven Huffman
 Comapany NameReddit, Inc.
 March 5, 2024 Page 2
 FirstName LastName
Steven Huffman
Reddit, Inc.
March 5, 2024
Page 2
            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.
            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.
            Please contact Claire DeLabar at 202-551-3349 or Robert Littlepage at 202-551-3361 if
you have questions regarding comments on the financial statements and related matters. Please
contact Austin Pattan at 202-551-6756 or Jan Woo at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Sarah Axtell, Esq.

CORRESP
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 140 Scott Drive

 Menlo Park, California  94025

 Tel: +1.650.328.4600  Fax: +1.650.463.2600

 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

February 22, 2024

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-6010

Attention:

 Austin Pattan, Staff Attorney

 Jan Woo, Legal Branch Chief

 Claire DeLabar, Senior Staff Accountant

 Robert Littlepage, Accounting Branch Chief

Re:

 Reddit, Inc.

 Response to Letter dated February 16, 2024

 Amendment No. 9 to Draft Registration Statement on Form S-1 Submitted February 5, 2024 CIK No. 0001713445

To the addressees set forth above:

Reddit, Inc. (the “Company”) has filed with the U.S. Securities and Exchange Commission (the “Commission”) on the date hereof a Registration Statement on Form S-1 (the “Registration Statement”). The Company previously submitted to the Commission a draft Registration Statement on Form S-1 on a confidential basis pursuant to Title I, Section 106 under the Jumpstart Our Business Startups Act, on December 16, 2021 (the “Draft Submission”), as most recently amended by Amendment No. 9 to the Draft Submission submitted on February 5, 2024 (“Amendment No. 9”). The Registration Statement has been revised to reflect the Company’s responses to the comment letter to Amendment No. 9 received on February 16, 2024 from the staff of the Commission (the “Staff”), and we are hereby providing the Company’s responses to the Staff’s letter.

For ease of review, we have set forth below each of the numbered comments of the Staff’s letter dated February 16, 2024 in bold type followed by the Company’s responses thereto.

February 22, 2024

Page 2

Amendment No. 9 to Draft Registration Statement on Form S-1 submitted February 5, 2024

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Key Financial and Operating Metrics

Trends in User Metrics, page 97

1.We note on page 99 that you have used further advances in your process used to identify and address activity by users and visitors, including web crawlers and scrapers in the fourth quarters of 2022 and 2023. We also note that as you identify automated agents, you remove them from DAUq and WAUq counts prospectively and do not recalculate these metrics for prior periods. Please expand the discussion to include any material impact this methodology may have on trends in these metrics from quarter to quarter and disclose the number of automated agents discovered in the periods identified, if material.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 99 of the Registration Statement accordingly.

The Company further respectfully advises the Staff that as the Company has continued to improve its capabilities to identify suspicious traffic, it has not seen its methodology materially impact trends in DAUq and WAUq counts from quarter to quarter.

For example, in 2022, the Company investigated a wave of automated agents that were remediated in the fourth quarter of 2022. Based on its improved capabilities to identify this wave of suspicious traffic, the Company estimates that approximately 0.9 million agents were included in the 57.3 million DAUq reported during the three months ended September 30, 2022, approximately 0.9 million agents were included in the 56.5 million DAUq reported during the three months ended June 30, 2022, and approximately 0.5 million agents were included in the 57.5 million DAUq reported during the three months ended March 30, 2022. Accordingly, the Company estimates that the suspicious traffic had an impact of less than 1.6% in each of these quarters’ reported DAUq. The Company cannot accurately measure the impact of this historical wave of automated agents on historical WAUq at that time, lacking sufficient telemetry to count such agents over that period.

In 2023, the Company continued to improve its capabilities and was better able to identify and remediate automated agents before they were included in reported DAUq or WAUq counts.

Critical Accounting Policies and Estimates Stock-Based Compensation

2023 CEO/COO Equity Awards, page 115

2.We note that you granted the 2023 CEO/COO equity awards in December 2023. Please expand the discussion in MD&A to include the unrecognized stock compensation expense associated with each type of these 2023 CEO/COO equity awards and how the unrecognized stock compensation expense in the aggregate for the 2023 CEO/COO equity awards compares to the unrecognized stock compensation expense for the awards that were cancelled concurrent with the grants. Please also expand the disclosure in Note 14 on page F-26 to include the unrecognized stock compensation expense related to the CEO/COO equity awards and the criteria met to permit accounting for the grants as modifications for each type of stock incentive.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosures on pages 115, 116, F-26, and F-27 of the Registration Statement accordingly.

The Company further respectfully advises the Staff that the canceled awards consisted of  certain performance-based restricted stock units, including the 2022 market-based restricted stock units for which the number of shares granted to the CEO and COO were based on 4.5% and 0.24%, respectively, of the Company’s outstanding shares of common stock, after giving effect to the initial public offering. There was no stock-based compensation expense recognized through the modification date for the canceled awards as the performance condition had not been met. To estimate the unrecognized stock compensation expense for the canceled awards, the Company assumed total outstanding shares of 192.1 million after giving effect to the initial public offering. Based on this assumption, the Company calculated an estimated aggregate unrecognized stock compensation expense associated with the canceled awards of $259.0 million, compared to the aggregate unrecognized stock compensation expense of the 2023 CEO/COO equity awards of $269.0 million.

* * *

February 22, 2024

Page 3

We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (650) 470-4993 or by email (sarah.axtell@lw.com) with any questions or comments regarding this correspondence.

Sincerely,

/s/ Sarah Axtell

Sarah Axtell

of LATHAM & WATKINS LLP

cc: Steven Huffman, Reddit, Inc.

 Andrew Vollero, Reddit, Inc.

 Benjamin Lee, Reddit, Inc.

 Anthony J. Richmond, Latham & Watkins LLP

 Richard A. Kline, Latham & Watkins LLP

 Alan F. Denenberg, Davis Polk & Wardwell LLP

 Emily Roberts, Davis Polk & Wardwell LLP

 Elizabeth LeBow, Davis Polk &Wardwell LLP

United States securities and exchange commission logo
February 16, 2024
Steven Huffman
Chief Executive Officer
Reddit, Inc.
1455 Market Street, Suite 1600
San Francisco, California 94103
Re:Reddit, Inc.
Amendment No. 9 to Draft Registration Statement on Form S-1
Submitted February 5, 2024
CIK No. 0001713445
Dear Steven Huffman:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Amendment No. 9 to Draft Registration Statement on Form S-1
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Financial and Operating Metrics
Trends in User Metrics, page 97
1.We note on page 99 that you have used further advances in your process used to identify
and address activity by users and visitors, including web crawlers and scrapers in the
fourth quarters of 2022 and 2023. We also note that as you identify automated agents, you
remove them from DAUq and WAUq counts prospectively and do not recalculate these
metrics for prior periods. Please expand the discussion to include any material impact this
methodology may have on trends in these metrics from quarter to quarter and disclose the
number of automated agents discovered in the periods identified, if material.

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Critical Accounting Policies and Estimates
Stock-Based Compensation
2023 CEO/COO Equity Awards, page 115
2.We note that you granted the 2023 CEO/COO equity awards in December 2023. Please
expand the discussion in MD&A to include the unrecognized stock compensation expense
associated with each type of these 2023 CEO/COO equity awards and how the
unrecognized stock compensation expense in the aggregate for the 2023 CEO/COO equity
awards compares to the unrecognized stock compensation expense for the awards that
were cancelled concurrent with the grants. Please also expand the disclosure in Note 14 on
page F-26 to include the unrecognized stock compensation expense related to the
CEO/COO equity awards and the criteria met to permit accounting for the grants as
modifications for each type of stock incentive.
            Please contact Claire DeLabar at 202-551-3349 or Robert Littlepage at 202-551-3361 if
you have questions regarding comments on the financial statements and related matters. Please
contact Austin Pattan at 202-551-6756 or Jan Woo at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Sarah Axtell, Esq.

United States securities and exchange commission logo
March 10, 2023
Steven Huffman
Chief Executive Officer
Reddit, Inc.
1455 Market Street, Suite 1600
San Francisco, California 94103
Re:Reddit, Inc.
Amendment No. 7 to Draft Registration Statement on Form S-1
Submitted February 24, 2023
CIK No. 0001713445
Dear Steven Huffman:
            We have reviewed your amended draft registration statement and have the following
comment.
            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 comment applies 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 this comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 7 to DRS on Form S-1 submitted February 24, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 107
1.We note that you present Non-GAAP Free Cash Flow in the table on page 107 but only
present the comparable GAAP measure of Net cash provided by (used in) operating
activities in the note to the chart on page 108.  Please revise the chart to provide equal
prominence for both the GAAP and Non-GAAP measure.

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Steven Huffman
Reddit, Inc.
March 10, 2023
Page 2
            You may contact Claire DeLabar, Senior Staff Accountant, at (202) 551-3349 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Mitchell Austin,
Acting Legal Branch Chief, at (202) 551-3574 or Jan Woo, Legal Branch Chief, at (202) 551-
3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Sarah Axtell, Esq.

United States securities and exchange commission logo
November 28, 2022
Steven Huffman
Chief Executive Officer
Reddit, Inc.
1455 Market Street, Suite 1600
San Francisco, California 94103
Re:Reddit, Inc.
Amendment No. 6 to Draft Registration Statement on Form S-1
Submitted November 16, 2022
CIK No. 0001713445
Dear Steven Huffman:
            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. 6 to Draft Registration Statement on Form S-1 submitted November 16, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Financial and Operating Metrics, page 98
1.On page 100, you disclose that subsequent to September 30, 2022, you began to deploy
further advances in your process used to identify and address accounts, including bots,
that you believe violate your policies.  Please revise to clarify whether you will recalculate
your metrics for prior periods using this revised process and whether this revised process
has identified a material number of accounts in violation of your policies.

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Steven Huffman
Reddit, Inc.
November 28, 2022
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Financial Statements
Note 17 - Subsequent events, page F-62
2.We note on pages 122 and 123 that the most recent third party valuation is as of August 4,
2022.  We also note on page F-62 that you granted additional RSUs on November 3, 2022
and the "valuation will be determined".  Please revise the disclosure to include the
November 3, 2022 valuation when it is completed and expand the disclosures to include
the amount of unrecognized stock compensation expense on November 3, 2022 RSU
grant.
            You may contact Claire DeLabar, Senior Staff Accountant, at (202) 551-3349 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Mitchell Austin, Staff
Attorney, at (202) 551-3574 or Joshua Shainess, Legal Branch Chief, at (202) 551-7951 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Sarah Axtell, Esq.

United States securities and exchange commission logo
September 8, 2022
Steven Huffman
Chief Executive Officer
Reddit, Inc.
1455 Market Street, Suite 1600
San Francisco, California 94103
Re:Reddit, Inc.
Amendment No. 5 to Draft Registration Statement on Form S-1
Submitted August 19, 2022
CIK No. 0001713445
Dear Mr. Huffman:
            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. 5 to Draft Registration Statement on Form S-1
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Estimates
Stock-Based Compensation, page 118
1.Please expand the discussion of RSUs and Performance RSUs to include the grants on
August 4, 2022 disclosed on page F-61 as a subsequent event.

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Reddit, Inc.
September 8, 2022
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Financial Statements
Note 16. Subsequent Events
Stock-based Compensation, page F-61
2.We note that a significant number of RSUs and Performance RSUs were granted on
August 4, 2022.  Please expand the disclosure of the RSUs granted on August 4, 2022 to
include an estimate of the unrecognized stock compensation expense for these grants.
            You may contact Claire DeLabar, Senior Staff Accountant, at (202) 551-3349 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Mitchell Austin, Staff
Attorney, at (202) 551-3574 or Joshua Shainess, Legal Branch Chief, at (202) 551-7951 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Sarah Axtell, Esq.

United States securities and exchange commission logo
April 22, 2022
Steven Huffman
Chief Executive Officer
Reddit, Inc.
1455 Market Street, Suite 1600
San Francisco, California 94103
Re:Reddit, Inc.
Amendment No. 3 to Draft Registration Statement on Form S-1
Submitted April 7, 2022
CIK No. 0001713445
Dear Mr. Huffman:
            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. 3 to Draft Registration Statement on Form S-1
The Offering
Directed share program, page 19
1.Your disclosure of the directed share program indicates that 8% of the offered shares are
being reserved for certain classes of eligible users and moderators, and friends and family
members of certain employees and directors.  Please supplementally tell us the mechanics
of how the directed share program will be implemented.  For example, explain how you
will determine which categories of persons will receive phased tier priority and how you
or the underwriter will determine the allocations.  Explain how and when you or the
underwriters will contact the potential participants, including the types of communications
to be used.  Additionally, explain how certain Reddit users and moderators will be

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Page 2
identified given that they may use the platform anonymously, and describe any related
challenges and risks associated with you or the underwriter facilitating sales to such users
and moderators.
Sales to Retail Investors, page 215
2.We note your disclosure on page 215 that a portion of shares will be offered to retail
investors through online brokerage platforms and other allocations made by the
underwriters.  To the extent known, revise to discuss the structure, mechanics, and intent
of offering shares in this manner, along with the anticipated portion of shares that will be
offered to retail investors through online brokerage platforms and underwriter allocations
outside of the directed share program.
            You may contact Claire DeLabar, Senior Staff Accountant, at (202) 551-3349 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Mitchell Austin, Staff
Attorney, at (202) 551-3574 or Joshua Shainess, Legal Branch Chief, at (202) 551-7951 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Sarah Axtell, Esq.

United States securities and exchange commission logo
March 24, 2022
Steven Huffman
Chief Executive Officer
Reddit, Inc.
1455 Market Street, Suite 1600
San Francisco, California 94103
Re:Reddit, Inc.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted March 1, 2022
CIK No. 0001713445
Dear Mr. Huffman:
            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.  Our reference to a prior comment is to a comment in our February 22, 2022 letter.
Amendment No. 2 to Draft Registration Statement on Form S-1
Risk Factors
We hold cryptocurrencies and experiment with blockchain technology..., page 59
1.We note your response to comment 3.  Please supplementally provide us with a list of all
crypto assets currently held by the company and the amounts of such holdings, inclusive
of the Bitcoin and Ether, the company holds for treasury purposes.  Please also explain in
greater detail the purpose(s) of acquiring crypto assets for use by your product and
engineering teams.

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March 24, 2022
Page 2
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Key Financial and Operating Metrics
Trends in Monetization Metrics, page 89
2.We note your disclosure that ARPU increased 76% during the three months ended
December 31, 2021 compared to the prior year period.  Expand your narrative discussion
to explain in more detail the underlying reasons for this increase, the extent to which it is
attributable to specific events or actions, and whether you expect this trend to continue.
Also, given that you currently monetize users in the United States and the rest of the world
at different rates, please break out your discussion accordingly.
Financial Statements
Note 2. Basis of Presentation and Significant Accounting Policies
Cryptocurrency, page F-13
3.We note that you receive cryptocurrency in exchange for goods and services.  Please
expand the disclosure to clarify that cryptocurrency you receive in exchange for goods and
services is accounted for as intangible assets.
            You may contact Claire DeLabar, Senior Staff Accountant, at (202) 551-3349 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Mitchell Austin, Staff
Attorney, at (202) 551-3574 or Joshua Shainess, Legal Branch Chief, at (202) 551-7951 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Sarah Axtell, Esq.

United States securities and exchange commission logo
February 22, 2022
Steven Huffman
Chief Executive Officer
Reddit, Inc.
1455 Market Street, Suite 1600
San Francisco, California 94103
Re:Reddit, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted January 28, 2022
CIK No. 0001713445
Dear Mr. Huffman:
            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.  Our references to prior comments refer to comments in our January 13, 2022 letter.
Amendment No. 1 to DRS on Form S-1 submitted January 28, 2022
Summary Consolidated Financial Data, page 19
1.Refer to your response to prior comment 6.  You disclose you accept Ether as a form of
payment for sales of certain virtual goods and plan to do so in the future.  Additionally, we
note that investing some of your excess cash reserves in Bitcoin and Ether is part of your
treasury/cash management policy (page 60).  Both accepting Ether and using
cryptocurrency for treasury management appears to be core business functions and
inconsistent with the purpose of including this Adjusted EBITDA measure in your filing.
In this regard, you state the purpose of the measure and adjustment for Bitcoin impairment
is to “understand the Company’s financial trends and evaluate the Company’s ongoing
and future performance."  We further acknowledge that Bitcoin’s daily price volatility will

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 February 22, 2022 Page 2
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Reddit, Inc.
February 22, 2022
Page 2
continue to result in recurring impairment charges in future periods which will be a
recurring trend.  Based on the above, we continue to object to your adjustment for Bitcoin
impairment charges.  Please revise your presentation of Adjusted EBITDA to delete the
adjustment for cryptocurrency impairment.  Note the guidance in Rule 100 of Regulation
G and CD&I Question 100.04 in this regard.
2.We note in your response to prior comment 7 that you believe that Adjusted Free Cash
Flow is an operating measure, rather than a liquidity measure.  However, we note that the
most directly comparable GAAP measure to Adjusted Free Cash Flow is “net cash
provided by (used in) operating activities,” a liquidity measure.  Since the adjustment has
the effect of excluding a charge that required cash settlement (per the terms of the Tender
Offer), the resulting measure does not comply with Item 10(e)(1)(ii)(A) of Regulation S-
K.  Please revise your presentation of Free Cash Flow to delete the adjustment for tender
offer payments deemed compensation.
Risk Factors
We hold cryptocurrencies..., page 60
3.We note your response to comment 9 and reissue this comment in part.  In this regard,
please explain the process and framework by which you determine whether any digital
assets that you may hold or acquire are securities as defined in Section 2(a)(1) of the
Securities Act, as well as the specific risks inherent in your policy and framework for the
determining that digital assets you currently hold or may acquire are not securities
(including any limitations of the policy and framework).  Please also disclose that any
such determination is a risk-based judgment by the company and not a legal standard or
determination binding on any regulatory body.  In responding to this comment, please also
address such determinations in regards to the NFTs that you have issued and that are
intended to be created, bought, and sold through the NFT platform that you are pursuing.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Trends in User Metrics, page 89
4.We note your response to prior comment 16 and your revised disclosure indicating that it
is "challenging" for you to insert your own ads on pages hosted using Google's AMP
framework.  Please revise to explicitly state whether you are able to place your ads on
pages hosted using Google's AMP framework.  Additionally, while we note that you have
migrated a majority of your AMP traffic to your internally-developed mobile web
platform, please revise to clarify when you expect to migrate your remaining AMP traffic
to your own platform.
Critical Accounting Policies and Estimates
Common Stock Valuations, page 109
5.Refer to your responses to our prior comments 25 and 26.  We note in your detailed
analysis of the determination of fair value of common stock that several key assumptions

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February 22, 2022
Page 3
used in the third-party valuations of common stock have changed throughout 2021, such
as the proportion of your reliance (i.e., probability weighting) on enterprise value or the
Tender Offer and your estimate of the likelihood of an IPO or remaining private.  We also
note that the heavily-weighted use of enterprise value in the first three quarters in 2021
resulted in a fair value of common stock that is significantly below the Tender Offer price
paid for common stock and your assumptions for transactions in the fourth quarter of 2021
result in a fair value far below the per share price paid by investors in Series E and F
stock, which converts into common stock on a share-for-share basis at the time of the IPO
based on disclosure on page 177.  Due to the significance of the various changes in key
assumptions, please expand MD&A to include a detailed analysis, including assumptions
for each issuance and the reasons for the changes in assumptions as compared to the
previous transaction, of the determination of the fair value of common stock pursuant to
Item 303 of Regulation S-K.  Please expand MD&A to include a detailed discussion of the
valuations throughout 2021 and until the effectiveness of the IPO so the investor can
understand the underlying assumptions that resulted in the differences between per share
price of recent Series E and F preferred stock transactions and common stock transactions
in secondary sales during the same periods.
Principal Stockholders, page 171
6.Please disclose the natural person or persons who has or shares voting and/or dispositive
powers with respect to the securities owned by Advance Magazine Publishers Inc.
Notwithstanding Mr. Huffman's holding of a voting proxy for these shares, we note
that there are certain limitations to Mr. Huffman's ability to vote the shares owned by
Advance.
Description of Capital Stock
Voting Agreement, page 178
7.Please file as an exhibit the Voting Agreement to be entered into by Advance, your
principal stockholder, and Mr. Huffman, your CEO.  While disclosure indicates that the
company is not a party to the agreement, we note that Item 601(b)(10)(i)(B) requires
contracts in which the registrant has a beneficial interest to be filed as an exhibit.
Financial Statements
Note 2. Basis of Presentation and Significant Accounting Policies, page F-8
8.Refer to your accounting policy for Investment in Cryptocurrency on page F-13.   We note
that you "consider" the lowest market price quoted on your principal market for
cryptocurrencies since acquiring the cryptocurrency.  Please expand the disclosure to
clarify your use of the lowest market price on your principal market to include greater
detail.
9.Please expand your accounting policy for Investment in Cryptocurrency to describe your
policy for using cryptocurrency to settle any obligations.

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February 22, 2022
Page 4
Note 12. Stock-Based Compensation, page F-29
10.Please expand the disclosure for stock compensation expense in Notes 2, 12 and 17 to the
financial statements to disclose your methodology in sufficient detail for a reader to
understand the differences between common stock and preferred stock equity transactions
with third parties and the fair value of common stock utilized to record stock
compensation expense.
General
11.We note your response to comment 29 and reissue the comment in part.  In this regard,
please provide us with a materially complete description of the Community Points project,
including a summary of the terms of use.  In addition, please provide us with a materially
complete description of the controls and procedures that implement the restrictions
referenced in Section 1.3 of the Community Points terms of use, available at
www.redditinc.com/policies/previews-terms, and explain whether these restrictions are
programmed into the smart contract.  Finally, please explain to us in greater detail how
Community Points may be customized and whether and to what extent such customization
can alter or otherwise change the terms of use.
12.We note your response to comment 30 and reissue the comment.  In this regard, please
provide us with a materially complete description of the NFTs that you have issued to date
and the NFT platform that you are pursuing.  With regard to the platform, please describe
the NFTs that are intended to be created, bought, and sold and clarify whether you intend
to create and sell your own NFTs.  Your response should explain whether this initiative
includes the creation, purchase, and sale of NFTs that are connected to or associated with
digital items or goods other than aspects of users’ identities on your platform, such as
Snoovatars.
            You may contact Claire DeLabar, Senior Staff Accountant, at (202) 551-3349 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Mitchell Austin, Staff
Attorney, at (202) 551-3574 or Joshua Shainess, Legal Branch Chief, at (202) 551-7951 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Sarah Axtell, Esq.

United States securities and exchange commission logo
January 13, 2022
Steven Huffman
Chief Executive Officer
Reddit, Inc.
1455 Market Street, Suite 1600
San Francisco, California 94103
Re:Reddit, Inc.
Draft Registration Statement on Form S-1
Submitted December 16, 2021
CIK No. 0001713445
Dear Mr. Huffman:
            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 16, 2021
Prospectus Summary
Overview, page 2
1.You state here that in September 2021 you had more than 500 million visitors.  Please
revise to define the term visitor, including clarification of whether multiple visits from the
same visitor are excluded and an explanation of how this term compares to and contrasts
with your daily average unique (DAUq) metric.  Additionally, define DAUq upon its first
use.

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 January 13, 2022 Page 2
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2.To provide context for your assertions throughout the prospectus that you are in the early
stages of your monetization efforts, discuss in more detail your recent efforts to accelerate
the monetization of your platform, and why management determined to do so at this point
in time.
3.We note that you disclose Adjusted EBITDA along with your GAAP net loss.  Please
provide a cross-reference to the reconciliation of Adjusted EBITDA to GAAP net loss
located elsewhere in the filing.  Similarly, provide a cross-reference in the disclosure on
page 108.
Our Growth Strategy, page 10
4.In order to provide context regarding your planned expansion of your advertising
offerings, explain how management balances the interests of facilitating a user-friendly
experience with plans to further monetize the platform through increased advertising.
Summary Consolidated Financial Data, page 18
5.Refer to your reconciliation of Net income (loss) to Adjusted EBITDA on page 21.  Please
expand the disclosure to include a note explaining the basis for your belief that it is
appropriate to exclude Other (income) expense, net from Adjusted EBITDA.  Please also
revise the reconciliation in Selected Consolidated Financial Data on page 83 and MD&A
on page 97 accordingly.
6.We note that you have excluded Cryptocurrency impairment from Adjusted EBITDA in
your reconciliation to GAAP Net income (loss) on page 21 and the disclosure states that
you excluded these charges because they are non-cash and are not directly correlated to
the underlying performance of your business operations.  Please remove this adjustment
from your calculation of Adjusted EBITDA here and throughout the document, as it may
be misleading in that it excludes a normal, recurring expense.  Refer to Item 10(e)(1)(i)(C)
of Regulation S-K, Rule 100 of Regulation G and C&DI Question 100.01 for guidance.
7.We note that tender offer payments that were deemed to be compensation were excluded
from Non-GAAP Adjusted Free Cash Flow.  You do not intend to conduct tender offers to
repurchase your common stock as a public company and do not expect to have
adjustments to Free Cash Flow in future periods after this Offering.  We also note that the
Tender Offer is reported as a financing activity for the acquisition of treasury stock on the
statements of cash flows.  It appears that the adjustment of Free Cash Flow for a financing
transaction may result in a substitute individually tailored measure.  Please tell us the basis
for your belief that it is appropriate to adjust Free Cash Flow for a financing activity,
regardless of the non-recurring nature of the tender offer.  Please address the guidance in
CD&I Question 100.04 and Rule 100(b) of Regulation G in your response.

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 Comapany NameReddit, Inc.
 January 13, 2022 Page 3
 FirstName LastName
Steven Huffman
Reddit, Inc.
January 13, 2022
Page 3
Risk Factors
We generate substantially all of our revenue from advertising..., page 28
8.You disclose that you generate substantially all of your revenue from third parties
advertising on your platform and that a substantial portion is derived from a small number
of advertisers.  Revise to specify the percentage of your revenue generated from third
parties advertising on your platform.  Additionally, provide quantitative context to your
statement that a substantial portion of your revenue is derived from a small number of
advertisers.
We hold cryptocurrencies..., page 59
9.We note that you hold bitcoin and ethereum.  Please revise to disclose whether you
currently hold or intend to hold in the future digital assets other than bitcoin and
ethereum.  Please also provide a description of your policies and procedures with respect
to respect to acquiring and holding digital assets and the process and framework by which
you determine whether any digital assets that you may hold or acquire are securities as
defined in Section 2(a)(1) of the Securities Act.  In regards to the latter, please discuss the
specific risks inherent in your policy and framework for the determining that digital assets
you currently hold or may acquire are not securities, including any limitations of the
policy and framework, and that any such determination is a risk-based judgment by the
company and not a legal standard or determination binding on any regulatory body.
Our certificate of incorporation and bylaws currently provide..., page 67
10.You disclose that the federal district courts of the United States will be the sole and
exclusive forum for causes of action arising under the Securities Act.  Please note that
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.  Accordingly, please revise to state that there is
uncertainty as to whether a court would enforce this provision and that investors cannot
waive compliance with the federal securities laws and the rules and regulations
thereunder.
11.Revise to include a distinct header for your disclosure on page 68 of the risks related to
future issuances of your Class C common stock.
Market and Industry Data, page 72
12.You state that investors should assume that data in the filing is derived from sources for
which you paid for, sponsored or conducted.  Revise to identify the sources of data for
which you have paid for, sponsored or conducted.  To the extent you have commissioned
third-party information for use in connection with this offering, please file a consent from
the third party as required by Securities Act Rule 436.

 FirstName LastNameSteven Huffman
 Comapany NameReddit, Inc.
 January 13, 2022 Page 4
 FirstName LastName
Steven Huffman
Reddit, Inc.
January 13, 2022
Page 4
13.You state that you have not independently verified certain third-party data.  As this
statement may imply an inappropriate disclaimer of responsibility with respect to the
third-party information described in your prospectus, including information derived
from survey and research reports commissioned by you, please remove this statement.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
85
14.In a risk factor on page 28, you state that your advertising revenue could be adversely
affected by your inability to effectively monetize logged-out users.  To the extent there are
currently material differences in your ability to monetize logged-in versus logged-out
users, please revise to provide a quantified discussion.
Key Financial and Operating Metrics, page 85
15.Please tell us whether management uses any registered user or logged-in user metrics to
manage the business, such as metrics that measure the activity of these users, your ability
to convert users without accounts or logged-out users into logged-in users or the
percentage of revenue generated by advertisements served to logged-in users.  If so, please
revise to include a quantified discussion of such metrics.
Trends in User Metrics, page 85
16.On page 86, you state that you have been prohibited from providing ads where a page is
hosted using Google's Accelerated Mobile Page (AMP) framework.  In order to provide
additional context for this statement, please revise to:

•discuss when this prohibition began and explain how and when a user accesses a page
hosted using Google's AMP framework;
•clarify whether you are able to generate any advertising revenue from users who
access pages hosted on the Google AMP framework; and
•clarify whether the prohibition on ads has materially impacted your business, and if
so, provide a quantified discussion of this impact.

Additionally, we note that you are in the process of rolling out an internally-developed
mobile web platform to replace pages hosted using AMP.  Please revise to also provide
more context for this statement, including an expected timeline for this rollout and
a discussion of any material, remaining developmental steps or costs.
17.On page 87, you state that direct visitors often start their experience in a personalized feed
with advertising and dive into post pages with conversation page ads.  Please revise to
clarify whether direct visitors that are not logged in to a registered account start their
experience in a personalized feed, or whether the above statement only applies to direct
visitors that are logged in to a registered account.

 FirstName LastNameSteven Huffman
 Comapany NameReddit, Inc.
 January 13, 2022 Page 5
 FirstName LastName
Steven Huffman
Reddit, Inc.
January 13, 2022
Page 5
Trends in Monetization Metrics, page 88
18.Refer to the risk factor disclosure on page 33 which states that moderators can also band
together and, for various reasons, decide to shut down the normal operation of their
communities in a manner that degrades the experiences of all Redditors in the affected
communities.  Please expand the discussion of trends in metrics to include the impact of
your moderators in this regard on your metrics, if material.
Certain Relationships and Related-Party Transactions, page 154
19.Please file your subleases with Advance Magazine Publishers Inc. and your voluntary
conversion agreement with entities affiliated with Fidelity as exhibits or advise.  See Item
601(b)(10) of Regulation S-K.
20.Disclose the business rationale for conducting the May 2019 and April 2021 tender
offers.  Additionally, disclose the aggregate dollar amount of securities sold by each of
your executive officers and directors in the April 2021 tender offer.  Refer to Item
404(a)(4) of Regulation S-K.
Note 2. Basis of Presentation and Significant Accounting Policies
Other revenue, page F-9
21.Refer to your description of Snoovatars on page 122, and awards that can be purchased
through the purchase of Reddit Coins on page 123.  Please expand your accounting policy
for revenue recognition to include these revenue streams and the discussion of MD&A on
pages 91 and 92 accordingly.
General and Administrative Expenses, page F-10
22.We note on pages 21 and 83 that Cryptocurrency impairment is included in general and
administrative expenses.  Please expand the accounting policy for General and
Administrative Expenses on page F-10 to include cryptocurrency impairment and expand
the discussion of General and Administrative Expenses in MD&A accordingly.
Investment in Cryptocurrency, page F-13
23.Please also expand your accounting policy for Investment in Cryptocurrency to explain in
greater detail of the costs assigned to cryptocurrency transactions on a first-in, first-out
basis and tell us whether there is any material difference between this policy and a specific
identification policy for transaction costs.
Note 9. Goodwill and Intangible Assets
Cryptocurrency, page F-25
24.We note on you have invested some of your excess cash reserves in bitcoin and ethereum.
Please disclose the source of the fair value per unit of cryptocurrency used to present the

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 Comapany NameReddit, Inc.
 January 13, 2022 Page 6
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Reddit, Inc.
January 13, 2022
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market value of your investment in cryptocurrency at the reporting period end.
Note 12. Stock-Based Compensation, page F-29
25.Please provide us with a breakdown of all stock options and restricted stock awards
granted during 2021 or after and include the fair value of the underlying common stock at
the date of such grants. To the extent there were any significant fluctuations in the fair
values from period-to-period, describe for us the factors that contributed to these
fluctuations, including any intervening events within the company or changes in your
valuation assumptions or methodology, underlying common stock used to value such
awards as determined by your board of directors.
26.Refer to your MD&A discussion of Common Stock Valuations on page 104 in which you
refer to third-party valuations of your common stock in February, April and September of
2021.  We note on page F-25 that you issued Series E Preferred Stock in February 2021 at
an original issue price of $42.47 per share and that you issued Series F and F-1 Preferred
Stock in September 2021 at an original issue price of $61.79 per share.  Please expand the
disclosure of the Tender Offer and Secondary sales on pages F-34 and F-39 to explain the
methodology used to determine the excess of the fair value of the shares of common stock
in March, April, June and November of 2021 and supplementally provide us with an
analysis that supports your computation of stock-based compensation expense.
Note 15. Commitments and Contingencies
Other Commitments, page F-37
27.Refer to your collaboration agreement with Ethereum Foundation.  Please expand the
disclosure to include a description of the nature and purpose of the collaborative
agreement, your rights and obligations under the collaborative agreement, the accounting
policy for collaborative agreements in accordance with ASC Topic 235, and the income
statement classification and amounts attributable to transactions arising from the
collaborative arrangement between participants for each period an income statement is
presented pursuant to ASC 808-10-50-1.
General
28.The letter from your co-founder indicates that you are working on a project "to evolve the
future of digital ownership via the blockchain" and that you are collaborating with the
Ethereum Foundation.  Please revise to provide a materially complete description of this
project in the prospectus.
29.With respect to the Community Points project discussed on your website, please revise to:

•provide a materially complete description of the project, including a description of
the controls and procedures that implement the restrictions referenced in Section 1.3
of the Community Points terms of use, available
at www.redditinc.com/policies/previews-terms.  In this regard, clarify whether these

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 Comapany NameReddit, Inc.
 January 13, 2022 Page 7
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Reddit, Inc.
January 13, 2022
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restrictions are programmed into the smart contract;

•clarify whether an individual subreddit may customize the terms of use applicable to
the Community Points that it uses; and

•cl