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 RED VIOLET, INC. 2650 North Military Trail, Suite 300 Boca Raton, Florida 33431 November 21, 2025 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549   Re: Red Violet, Inc. Registration Statement on Form S-3 File No. 333-291649 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, Red Violet, Inc. hereby requests that its Registration Statement on Form S-3 (File No. 333-291649) filed with the Securities and Exchange Commission (the “Commission”) on November 19, 2025 (the "Registration Statement") be declared effective by the Commission at 4:30 p.m. Eastern Time, Tuesday, November 25, 2025, or as soon thereafter as practical. Once the Registration Statement is declared effective, please orally confirm that event with our counsel, Akerman LLP by calling Christina Russo at (305) 982-5531. Very truly yours,   RED VIOLET, INC.

 By:

 /s/ Derek Dubner

 Name:

 Derek Dubner

 Title:

 Chief Executive Officer

 DOCPROPERTY "CUS_DocIDChunk0" 84416694;1

January 13, 2020
Derek Dubner
Chief Executive Officer
Red Violet, Inc.
2650 North Military Trail
Suite 300
Boca Raton, FL 33431
Re:Red Violet, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed March 7, 2019
File No. 001-38407
Dear Mr. Dubner:
            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:       Joshua Weingard

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Michael Francis

Akerman LLP

Las Olas Centre II, Suite 1600

350 East Las Olas Boulevard

Fort Lauderdale, FL  33301-2999

T: 305 982 5581

F: 954 463 2224

January 13, 2020

Kathleen Collins, Accounting Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, D.C.  20549

Re:

Red Violet, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2018

Filed March 7, 2019

Form 10-Q for the Quarterly Period Ended September 30, 2019

Filed November 7, 2019

File No. 001-38407

Dear Ms. Collins:

On behalf of Red Violet, Inc. (the “Company”), we hereby respond to the Staff’s comment letter, dated December 20, 2019, regarding the Company’s Form 10-K for the Fiscal Year Ended December 31, 2018 filed March 7, 2019 and Form 10-Q for the Quarterly Period Ended September 30, 2019 filed November 7, 2019.

Please note for your convenience, we have recited the Staff’s comments in boldface type and provided the Company’s response to the comment immediately thereafter.

Form 10-K for the Fiscal Year Ended December 31, 2018

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

Use and Reconciliation of Non-GAAP Financial Measures, page 26

Risk Factors, page 7

1.

We note your response to our prior comment 2.  Gross margin is defined in the FASB master glossary as the excess of sales over cost of goods sold.  Companies that generate revenue through the use of internally developed software should include amortization of such amounts in cost of goods sold by analogy to ASC 985-20-45-1.  While software companies may elect to exclude amortization and depreciation from their cost of sales on the face of their income statement by reference to SAB Topic 11.B, they must also remove the measure of gross profit from the financial statements to avoid placing undue emphasis on cash flow.  As such, presentation of a gross margin exclusive of amortization and depreciation, either on the income

Kathleen Collins, Accounting Branch Chief

Division of Corporation Finance

Office of Technology

January 13, 2020

Page 2

statement or in MD&A, is not a GAAP measure. Therefore, as previously requested, please reconcile this measure to the most directly comparable GAAP measure of gross profit, including amortization and depreciation, and include a balanced discussion of gross profit on a GAAP basis.  Also, revise your disclosures to explain in detail how you use this measure and why you believe the measure is useful to investors.  Refer to Item 10(e)(i)(1)(A) and (B) of Regulation S-K and Question 102.10 of the non-GAAP C&DIs. In your response please provide a draft of the revised disclosures.

In response to the Staff’s comment, the Company considered the guidance set forth in Item 10(e)(i)(1)(A) and (B) of Regulation S-K and Question 102.10 of the non-GAAP C&DIs and in previous filings provided a reconciliation of adjusted gross profit to the GAAP measure of revenue, which the Company believed was the most directly comparable financial measure calculated and presented in accordance with GAAP on the Company’s financials.  However, based on the Staff’s comment to reconcile this measure to the most directly comparable GAAP measure of gross profit, including amortization and depreciation, in future filings, to provide additional clarity to the financial statement reader, the Company will provide a balanced discussion of gross profit on a GAAP basis and intends to use the following revised disclosure:

In order to assist readers of our condensed consolidated financial statements in understanding the operating results that management uses to evaluate the business and for financial planning purposes, we present non-GAAP measures of adjusted EBITDA, adjusted gross profit and adjusted gross margin as supplemental measures of our operating performance.  We believe they provide useful information to our investors as they eliminate the impact of certain items that we do not consider indicative of our cash operations and ongoing operating performance. In addition, we use them as an integral part of our internal reporting to measure the performance and operating strength of our business.

We believe adjusted EBITDA, adjusted gross profit and adjusted gross margin are relevant and provide useful information frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies similar to ours and are indicators of the operational strength of our business. We believe adjusted EBITDA eliminates the uneven effect of considerable amounts of non-cash depreciation and amortization, share-based compensation expense and the impact of other non-recurring items, providing useful comparisons versus prior periods or forecasts.  Our adjusted gross profit is a measure used by management in evaluating the business’s current operating performance by excluding the impact of prior historical costs of assets that are expensed systematically and allocated over the estimated useful lives of the assets, which may not be indicative of the current operating activity.  Our adjusted gross profit is calculated by using revenue, less cost of revenue (exclusive of depreciation and amortization).  We believe adjusted gross profit provides useful information to our investors by eliminating the impact of non-cash depreciation and amortization, and specifically the amortization of software developed for internal use, providing a baseline of our core operating results that allow for analyzing trends in our underlying business consistently over multiple periods.  Adjusted gross margin is calculated as adjusted gross profit as a percentage of revenue.

Kathleen Collins, Accounting Branch Chief

Division of Corporation Finance

Office of Technology

January 13, 2020

Page 3

Adjusted EBITDA, adjusted gross profit and adjusted gross margin are not intended to be performance measures that should be regarded as an alternative to, or more meaningful than, financial measures presented in accordance with GAAP. The way we measure adjusted EBITDA, adjusted gross profit and adjusted gross margin may not be comparable to similarly titled measures presented by other companies, and may not be identical to corresponding measures used in our various agreements.

In addition, the Company intends to provide the following reconciliation of adjusted gross profit to the GAAP measure of gross profit:

The following is a reconciliation of gross profit, the most directly comparable GAAP financial measure, to adjusted gross profit:

Form 10-Q for the Quarterly Period Ended September 30, 2019

Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview, page 15

2.

We note your response to our prior comment 4.  Please revise to disclose how you determine that a user is "unique" and "active" for the purposes of calculating the number of FOREWARN users.

In response to the Staff’s comment, the Company will clarify its definition of a user of FOREWARN as a unique person that has a subscription to use the FOREWARN service as of the last day of the period.  The user either has a subscription to use the service or there is not a subscription (i.e., we have eliminated the concept of active vs. inactive from the revised definition).  In addition, a unique person means that a person can only have one user account.    We will provide additional clarity as to the definition of a FOREWARN user and revise the definition to the following:

The Company defines a user of FOREWARN as a unique person that has a subscription to use the FOREWARN service as of the last day of the period.  A unique person can only have one user account.

Kathleen Collins, Accounting Branch Chief

Division of Corporation Finance

Office of Technology

January 13, 2020

Page 4

If you have any questions, please call me at 305.982.5581.  Thank You.

Sincerely,

AKERMAN LLP

/s/ Michael Francis

Michael Francis

For the Firm

cc:Rebekah Lindsey, Staff Accountant

United States Securities and Exchange Commission

Derek Dubner, Chief Executive Officer

Red Violet, Inc.

Daniel MacLachlan, Chief Financial Officer

Red Violet, Inc.

Joshua Weingard, Esq. – Corporate Counsel

Red Violet, Inc.

Christina C. Russo, Esq.

Akerman LLP

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Michael Francis

Akerman LLP

Las Olas Centre II, Suite 1600

350 East Las Olas Boulevard

Fort Lauderdale, FL  33301-2999

T: 305 982 5581

F: 954 463 2224

January 3, 2020

Kathleen Collins, Accounting Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, D.C.  20549

Re:

Red Violet, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2018

Filed March 7, 2019

Form 10-Q for the Quarterly Period Ended September 30, 2019

Filed November 7, 2019

File No. 001-38407

Dear Ms. Collins:

This letter is submitted with respect to Red Violet, Inc.’s (the “Company”) response to the comment letter, dated December 20, 2019 (the “Comment Letter”), of the staff of the Division of Corporation Finance (the “Staff”) with respect to the Company’s filings referenced above.

Due to the recent holidays and our preparation for our fiscal year end, we request additional time to respond to the Comment Letter. We believe an extension, to January 13, 2020 would give us sufficient time to respond to the Comment Letter.

Please contact me at (305) 982-5581 if you have any questions.  Thank you in advance for your assistance.

Sincerely,

/s/ Michael Francis

Michael Francis

For the Firm

cc:Rebekah Lindsey, Staff Accountant

United States Securities and Exchange Commission

Derek Dubner, Chief Executive Officer

Red Violet, Inc.

Daniel MacLachlan, Chief Financial Officer

Red Violet, Inc.

Joshua Weingard, Esq. – Corporate Counsel

Red Violet, Inc.

Christina C. Russo, Esq.

akerman.com

Akerman LLP

December 20, 2019
Derek Dubner
Chief Executive Officer
Red Violet, Inc.
2650 North Military Trail
Suite 300
Boca Raton, FL 33431
Re:Red Violet, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed March 7, 2019
Form 10-Q for the Quarterly Period Ended September 30, 2019
Filed November 7, 2019
File No. 001-38407
Dear Mr. Dubner:
            We have reviewed your December 17, 2019 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments 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.  Unless we note otherwise, our references to prior comments are to comments in our
December 3, 2019 letter.
Form 10-K for the Fiscal Period Ended December 31, 2018
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Use and Reconciliation of Non-GAAP Financial Measures, page 26
1.We note your response to our prior comment 2.  Gross margin is defined in the FASB
master glossary as the excess of sales over cost of goods sold.  Companies that generate
revenue through the use of internally developed software should include amortization
of such amounts in cost of goods sold by analogy to ASC 985-20-45-1. While software
companies may elect to exclude amortization and depreciation from their cost of sales on
the face of their income statement by reference to SAB Topic 11.B, they must also remove

 FirstName LastNameDerek Dubner
 Comapany NameRed Violet, Inc.
 December 20, 2019 Page 2
 FirstName LastName
Derek Dubner
Red Violet, Inc.
December 20, 2019
Page 2
the measure of gross profit from the financial statements to avoid placing undue emphasis
on cash flow.  As such, presentation of a gross margin exclusive of amortization and
depreciation, either on the income statement or in MD&A, is not a GAAP measure.
Therefore, as previously requested, please reconcile this measure to the most directly
comparable GAAP measure of gross profit, including amortization and depreciation, and
include a balanced discussion of gross profit on a GAAP basis.  Also, revise your
disclosures to explain in detail how you use this measure and why you believe the
measure is useful to investors.  Refer to Item 10(e)(i)(1)(A) and (B) of Regulation S-K
and Question 102.10 of the non-GAAP C&DIs.  In your response please provide a draft of
the revised disclosures.
Form 10-Q for the Quarterly Period Ended September 30, 2019
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 15
2.We note your response to our prior comment 4.  Please revise to disclose how you
determine that a user is "unique" and "active" for the purposes of calculating the number
of FOREWARN users.
            You may contact Rebekah Lindsey, Staff Accountant, at (202) 551-3303 or Kathleen
Collins, Accounting Branch Chief at (202) 551-3499 if you have questions regarding these
comments.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Joshua Weingard

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Michael Francis

Akerman LLP

Las Olas Centre II, Suite 1600

350 East Las Olas Boulevard

Fort Lauderdale, FL  33301-2999

T: 305 982 5581

F: 954 463 2224

December 17, 2019

Kathleen Collins, Accounting Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, D.C.  20549

Re:

Red Violet, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2018

Filed March 7, 2019

Form 10-Q for the Quarterly Period Ended September 30, 2019

Filed November 7, 2019

File No. 001-38407

Dear Ms. Collins:

On behalf of Red Violet, Inc. (the “Company”), we hereby respond to the Staff’s comment letter, dated December 3, 2019, regarding the Company’s Form 10-K for the Fiscal Year Ended December 31, 2018 filed March 7, 2019 and Form 10-Q for the Quarterly Period Ended September 30, 2019 filed November 7, 2019.

Please note for your convenience, we have recited the Staff’s comments in boldface type and provided the Company’s response to the comment immediately thereafter.

Form 10-K for the Fiscal Year Ended December 31, 2018

Risk Factors, page 7

1.

We note that your forum selection provision identifies the Court of Chancery in the State of Delaware as the exclusive forum for certain litigation, including any “derivative action.” In a risk factor, please disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. If so, please also state that there is uncertainty as to whether a court would enforce such provision. If the provision applies to Securities Act claims, please also state that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. In that regard, we 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.

Kathleen Collins, Accounting Branch Chief

Division of Corporation Finance

Office of Technology

December 17, 2019

Page 2

In response to the Staff’s comment, we will include the following Risk Factor in future filings:

Our bylaws designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain actions, including derivative actions, which could limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company and its directors, officers, other employees, or the Company's stockholders and may discourage lawsuits with respect to such claims.

Unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought against or on behalf of the Company, (ii) any action asserting a claim of breach of a duty owed by any current or former director, officer, other employee or stockholder of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, (iv) any action as to which the Delaware General Corporation Law confers jurisdiction upon the Court of Chancery in the State of Delaware, or (v) any action asserting a claim governed by the internal affairs doctrine, shall, to the fullest extent permitted by law, be the Court of Chancery in the State of Delaware (or, only if the Court of Chancery in the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court located within the State of Delaware). However, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and as such, the exclusive jurisdiction clauses set forth above would not apply to such suits. Furthermore, Section 22 of the Securities Act provides for 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, and as such, the exclusive jurisdiction clauses set forth above would not apply to such suits.

Although we believe the exclusive forum provision benefits us by providing increased consistency in the application of Delaware law for the specified types of actions and proceedings, this provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company and its directors, officers, or other employees and may discourage lawsuits with respect to such claims.

Management’s Discussion and Analysis of Financial Condition and Results of Operations Use and Reconciliation of Non-GAAP Financial Measures, page 26

2.

We note your measure of Adjusted Gross Profit. Please revise your disclosures to explain in detail how you use this measure and why you believe the measure is useful to investors. In this regard, the amortization of your internally developed software would appear to be directly related to the generation of your revenues. In addition, reconcile this measure to the most directly comparable GAAP measure of gross profit and include a balanced discussion of gross profit on a GAAP basis. Refer to Item 10(e)(i)(1)(A) and (B) of Regulation S-K and Question 102.10 of the non-GAAP C&DIs. In your response please provide a draft of the revised disclosures you intend to include in future filings.

In addition to the specific citations referenced in the Staff’s comment, the Company reviewed relevant portions of Regulation G, Item 10(e) of Regulation S-K, the corresponding adopting releases regarding non-GAAP financial information, and the applicable sections of the Division

Kathleen Collins, Accounting Branch Chief

Division of Corporation Finance

Office of Technology

December 17, 2019

Page 3

of Corporation Finance Financial Reporting Manual. Based on this review and the definition set forth in the regulations above, a non-GAAP financial measure does not include operating and other financial measures and ratios or statistical measures calculated using exclusively one or both of (i) financial measures calculated in accordance with GAAP; and (ii) operating measures or other measures that are not non-GAAP financial measures. As the Company derives the financial measure of adjusted gross profit from revenue and cost of revenue (exclusive of depreciation and amortization), which are two financial measures calculated in accordance with GAAP, by definition, the Company’s financial measure of adjusted gross profit is not a non-GAAP financial measure.

Accordingly, the Company will provide the following revised disclosure regarding its use of non-GAAP measures in future filings:

Management evaluates the financial performance of our business on a variety of key indicators, including the non-GAAP metric of adjusted EBITDA. Adjusted EBITDA is a financial measure equal to net loss, the most directly comparable financial measure based on US GAAP, excluding interest income, net, depreciation and amortization, share-based compensation expense, litigation costs, net, transition service income, and write-off of long-lived assets and others, as noted in the table below.

In order to assist readers of our (condensed) consolidated financial statements in understanding the operating results that management uses to evaluate the business and for financial planning purposes, we present the non-GAAP measure of adjusted EBITDA as a supplemental measure of our operating performance. We believe adjusted EBITDA provides useful information to our investors as it eliminates the impact of certain items that we do not consider indicative of our cash operations and ongoing operating performance. In addition, we use adjusted EBITDA as an integral part of our internal reporting to measure the performance and operating strength of our business, and evaluate the performance of our senior management, including setting and measuring incentive-based compensation.

We believe adjusted EBITDA provides useful information frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies similar to ours and is an indicator of the operational strength of our business. We believe adjusted EBITDA eliminates the uneven effect of considerable amounts of non-cash depreciation and amortization, share-based compensation expense and the impact of other non-recurring items, providing useful comparisons versus prior periods or forecasts.

Kathleen Collins, Accounting Branch Chief

Division of Corporation Finance

Office of Technology

December 17, 2019

Page 4

Adjusted EBITDA is not intended to be a performance measure that should be regarded as an alternative to, or more meaningful than, any financial measures presented in accordance with GAAP. The way we measure adjusted EBITDA may not be comparable to a similarly titled measure presented by other companies and may not be identical to corresponding measures used in our various agreements.

In addition, to provide additional clarity to the financial statement reader in future filings, the Company will no longer use the term “adjusted gross profit” and will use “gross profit, excluding depreciation and amortization” when referencing this supplemental financial measure.

Results of Operations, page 27

3.

If two or more factors contribute to material changes in revenue, please provide disclosure demonstrating the relative magnitude of each factor, such as the percentage or dollar increase in revenue due to onboarding of new customers versus usage from existing customers. In this regard, it appears from your most recent earnings releases that such information is readily available. Refer to Item 303(a)(3)(iii) 303(a)(3)(iii) of Regulation S-K and Section III.D of SEC Release No. 33-6835.

In response to the Staff’s comment, beginning in the first quarter of 2019, as a result of the enhancement of internal systems and the onboarding of financial analyst personnel, the Company began providing supplemental information in its quarterly earnings press releases (and subsequent Item 2.02 8-K filings) that would allow for demonstrating the relative magnitude of each factor.  This information was not readily available before the first quarter of 2019.

In future filings, if two or more factors contribute to material changes in revenue, the Company will provide disclosure demonstrating the relative magnitude of each factor.

Form 10-Q for the Quarterly Period Ended September 30, 2019

Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview, page 15

4.

You use the term customers as it relates to your idiCORE product and users as it relates to your FOREWARN product. Please revise to define these terms and discuss how each are calculated. Also, please disclose these metrics for the comparable prior period. Refer to Section III.B.1 of SEC Release No. 33-8350.

In response to the Staff’s comment, in the Company’s quarterly earnings press releases since the 2019 first quarter (and subsequent Item 2.02 8-K filings), the Company includes a description of how it calculates an idiCORE customer and a FOREWARN user. The Company defines a billable customer of idiCORE as a single entity that generated revenue in the last month of the period.  Billable customers are typically corporate organizations. In most cases, corporate organizations will have multiple users and/or departments purchasing our solutions, however, the Company counts the entire organization as a discrete customer. The Company defines a user of FOREWARN as a unique individual that has an active user account and is able to log into FOREWARN.

Kathleen Collins, Accounting Branch Chief

Division of Corporation Finance

Office of Technology

December 17, 2019

Page 5

In future filings, the Company will define an idiCORE customer and a FOREWARN user, how each is calculated, and disclose these metrics for the comparable prior period.

If you have any questions, please call me at 305.982.5581.  Thank You.

Sincerely,

AKERMAN LLP

/s/ Michael Francis

Michael Francis

For the Firm

cc:Rebekah Lindsey, Staff Accountant

United States Securities and Exchange Commission

Derek Dubner, Chief Executive Officer

Red Violet, Inc.

Daniel MacLachlan, Chief Financial Officer

Red Violet, Inc.

Joshua Weingard, Esq., Corporate Counsel

Red Violet, Inc.

Christina C. Russo, Esq.

Akerman LLP

December 3, 2019
Derek Dubner
Chief Executive Officer
Red Violet, Inc.
2650 North Military Trail
Suite 300
Boca Raton, FL 33431
Re:Red Violet, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed March 7, 2019
Form 10-Q for the Quarterly Period Ended September 30, 2019
Filed November 7, 2019
File No. 001-38407
Dear Mr. Dubner:
            We have reviewed your filings 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 Fiscal Year Ended December 31, 2019
Risk Factors, page 7
1.We note that your forum selection provision identifies the Court of Chancery in the State
of Delaware as the exclusive forum for certain litigation, including any “derivative
action.” In a risk factor, please disclose whether this provision applies to actions arising
under the Securities Act or Exchange Act. If so, please also state that there is uncertainty
as to whether a court would enforce such provision. If the provision applies to Securities
Act claims, please also state that investors cannot waive compliance with the federal
securities laws and the rules and regulations thereunder. In that regard, we 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.

 FirstName LastNameDerek Dubner
 Comapany NameRed Violet, Inc.
 December 3, 2019 Page 2
 FirstName LastNameDerek Dubner
Red Violet, Inc.
December 3, 2019
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Use and Reconciliation of Non-GAAP Financial Measures, page 26
2.We note your measure of Adjusted Gross Profit.  Please revise your disclosures to
explain in detail how you use this measure and why you believe the measure is useful to
investors.  In this regard, the amortization of your internally developed software would
appear to be directly related to the generation of your revenues.  In addition, reconcile this
measure to the most directly comparable GAAP measure of gross profit and include a
balanced discussion of gross profit on a GAAP basis.  Refer to Item 10(e)(i)(1)(A) and (B)
of Regulation S-K and Question 102.10 of the non-GAAP C&DIs.  In your response
please provide a draft of the revised disclosures you intend to include in future filings.

Results of Operations, page 27
3.If two or more factors contribute to material changes in revenue, please provide disclosure
demonstrating the relative magnitude of each factor, such as the percentage or dollar
increase in revenue due to onboarding of new customers versus usage from existing
customers. In this regard, it appears from your most recent earnings releases that such
information is readily available. Refer to Item 303(a)(3)(iii) 303(a)(3)(iii)  of Regulation
S-K and Section III.D of SEC Release No. 33-6835.

Form 10-Q for the Quarterly Period Ended September 30, 2019
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 15
4.You use the term customers as it relates to your idiCORE product and users as it relates to
your FOREWARN product.  Please revise to define these terms and discuss how each are
calculated. Also, please disclose these metrics for the comparable prior period.  Refer to
Section III.B.1 of SEC Release No. 33-8350.
             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 LastNameDerek Dubner
 Comapany NameRed Violet, Inc.
 December 3, 2019 Page 3
 FirstName LastName
Derek Dubner
Red Violet, Inc.
December 3, 2019
Page 3
            You may contact Rebekah Lindsey, Staff Accountant, at (202) 551-3303 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding these
comments.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Joshua Weingard

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RED VIOLET, INC.

2650 North Military Trail, Suite 300

Boca Raton, Florida 33431

August 7, 2019

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:Red Violet, Inc.

Registration Statement on Form S-3

File No. 333-233025

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, Red Violet, Inc. hereby requests that its Registration Statement on Form S-3 (File No. 333-233025) filed with the Securities and Exchange Commission (the “Commission”) be declared effective by the Commission on or before 4:00 p.m. Eastern Time, Friday, August 9, 2019, or as soon thereafter as practical.

Once the Registration Statement is declared effective, please orally confirm that event with our counsel, Akerman LLP, by calling Michael Francis at (305) 982-5581.

Very truly yours,

RED VIOLET, INC.

By:

/s/ Daniel MacLachlan

Name:

Daniel MacLachlan

Title:

Chief Financial Officer

August 7, 2019
Derek Dubner
Chief Executive Officer
Red Violet, Inc.
2650 North Military Trail, Suite 300
Boca Raton, FL 33431
Re:Red Violet, Inc.
Registration Statement on Form S-3
Filed August 5, 2019
File No. 333-233025
Dear Mr. Dubner:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Michael C. Foland, Attorney-Advisor, at (202) 551-6711 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Michael Francis

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ACCELERATION REQUEST

 RED VIOLET, INC.

2650 North Military Trail, Suite 300

Boca Raton, Florida 33431

March 13, 2018

 VIA EDGAR
TRANSMISSION

 Jan Woo

 Legal Branch Chief

Office of Information Technologies and Services

 United States
Securities and Exchange Commission

 Division of Corporation Finance

Mail Stop 4561

 Washington, D.C. 20549

Re:

 Red Violet, Inc.

 Registration
Statement on Form 10-12B

 File No.: 001-38407

 Dear Ms. Woo:

Pursuant to Section 12(d) of the U.S. Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and Rule 12d1-2 thereunder, Red Violet, Inc. (the “Company”) hereby respectfully requests that the effectiveness of the Registration Statement on Form 10 (File
No. 001-38407) (as amended, the “Registration Statement”), be accelerated and be declared effective at Noon, Eastern Time, on Thursday, March 15, 2018, or as soon as practicable thereafter.

 The Company hereby acknowledges that:

•

should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it
does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Jan Woo

March 13, 2018

 Page 2

If the Staff has any further questions or comments concerning this letter, or if you require any additional information, please feel free to
contact the Company’s counsel, Michael Francis, at 305 982 5581. We request that we be notified of the effectiveness of the Registration Statement by a telephone call to Mr. Francis and that such effectiveness also be confirmed in writing
to the address listed on the cover of the Registration Statement.

 Very truly yours,

RED VIOLET, INC.

By:

/s/ Derek Dubner

Name:

Derek Dubner

Title:

Chief Executive Officer

cc:
Kathleen Collins, Accounting Branch Chief

     United States Securities and
Exchange Commission

 Rebekah Lindsey, Staff Accountant

    United States Securities and Exchange Commission

Matthew Derby, Attorney-Advisor

    United States Securities and Exchange Commission

Josh Weingard, Esq., Corporate Counsel

    Cogint, Inc.

Christina C. Russo, Esq.

    Akerman LLP

CORRESP
1
filename1.htm

CORRESP

 Michael Francis

Akerman LLP

 Las Olas Centre II, Suite
1600

 350 East Las Olas Boulevard

Fort Lauderdale, FL 33301-2999

 T: 954
463 2700

 F: 954 463 2224

 March 5, 2018

 Jan Woo

 Legal Branch Chief

 Office of Information Technologies and
Services

 United States Securities and Exchange Commission

Division of Corporation Finance

 Mail Stop 4561

Washington, D.C. 20549

 Re:    Red
Violet, Inc.

 Registration Statement on Form 10-12B

Filed February 28, 2018

File No. 001-38407

Dear Ms. Woo:

 On behalf of Red Violet, Inc. (the
“Company”), we hereby respond to the Staff’s comment letter, dated March 2, 2018, regarding the Company’s Registration Statement on Form 10-12B filed on
February 28, 2018. Please note that the Company is simultaneously filing Amendment No. 1 to the Registration Statement on Form 10-12B.

For your convenience, we have recited the Staff’s comment in boldface type and provided the Company’s response to the comment and request for relief
immediately thereafter.

 Summary, page 1

1.
You state that Cogint has agreed to contribute up to $20 million to Red Violet if requested by Red Violet. Please clarify the terms of this payment, including whether there are any conditions and uncertainties
as to whether Red Violet may receive the entire $20 million contribution.

 We have revised the disclosure in the summary and
elsewhere as appropriate.

 The Spin-Off

Transition Services Agreement, page 30

2.
Please revise to provide the material terms of the Transition Services Agreement including the services to be provided by Cogint and the services to be provided by Red Violet and related payments. The Transition
Services Agreement indicates that these will be mutually agreed upon prior to the spin-off.

 We
have revised the disclosure as requested and refiled Exhibit 10.5 to include pricing information in the schedule.

 Jan Woo

 Legal
Branch Chief

 Office of Information Technologies and Services

March 5, 2018

 Page 2

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

Liquidity and Capital Resources, page 50

3.
Please revise to discuss the underlying reasons for the increase in accounts receivable and changes in other working capital accounts that impacted the amount of cash flows used in operating activities. Refer to
Section IV.B of SEC Release 33-8350.

 We have revised the disclosure as requested.

Consolidated and Combined Financial Statements

Note 11. Commitments and contingencies

 (d)
Guarantees, page F-21

4.
Please refer to ASC 460-10-50-4 and disclose the following related to your guarantee of Cogint
debt:

•

How the guarantee arose;

•

The events or circumstances that would require you to perform under the guarantee;

•

The current status of the guarantee;

•

The current carrying amount of any liability for your obligation under the guarantee;

•

The nature of any collateral or recourse provisions to recover any amounts paid under the guarantee; and

•

The approximate extent to which the proceeds from liquidation of assets held as collateral or by third parties would be expected to cover the maximum potential amount of future payments under the guarantee.

 We have revised the disclosures regarding our guarantee of Cogint debt as requested.

 Jan Woo

 Legal
Branch Chief

 Office of Information Technologies and Services

March 5, 2018

 Page 3

*    *    *    *    *

Thank you for your continued assistance with this filing. If you have any questions, please call me at 305.982.5581.

Sincerely,

 AKERMAN LLP

/s/ Michael Francis

 For the Firm

 cc:

 Kathleen Collins, Accounting Branch Chief

United States Securities and Exchange Commission

 Rebekah Lindsey, Staff Accountant

United States Securities and Exchange Commission

 Matthew Derby, Attorney-Advisor

United States Securities and Exchange Commission

 Derek Dubner, Chief Executive Officer

Red Violet, Inc.

 Josh Weingard, Esq., Corporate Counsel

Cogint, Inc.

 Christina C. Russo, Esq.

Akerman LLP

March 2, 2018

Derek Dubner
Chief Executive Officer
Red Violet, Inc.
2650 North Military Trail, Suite 300
Boca Raton, FL 33431

Re: Red Violet, Inc.
Registration Statement on Form 10-12B
Filed February 28, 2018
  File No. 001-38407

Dear Mr. Dubner :

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 tel l 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 co mments in our February 13, 2018 letter.

Summary, page 1

1. You state that Cogint  has agreed to contribute up to $20 million to Red Violet if
requested by Red Violet.  Please clarify the terms of this payment, including whether
there are any conditions and uncertainties as to whether Red Violet may receive the entire
$20 million contri bution.

The Spin -Off

Transition Services Agreement, page 30
2. Please revise to provide the material terms of the Transition Services Agreement
including the services to be provided by Cogint and the services to be provided by Red
Violet and related pay ments.  The Transition Services Agreement indicates that these will
be mutually agreed upon prior to the spin -off.

Derek Dubner
Red Violet, Inc.
March 2, 2018
Page 2

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

Liquidity and Capital Resources, page 50

3. Please revise  to discuss the underlying reasons for the increase in accounts receivable and
changes in other working capital accounts that impacted the amount of cash flows used in
operating activities.  Refer to Section IV.B of SEC Release 33 -8350.

Consolidated and Combined Financial Statements

Note 11. Commitments and contingencies

(d) Guarantees, page F -21

4. Please refer to ASC 460 -10-50-4 and disclose the followin g related to your guarantee of
Cogint debt :

 How the guarantee arose;

 The events or circumstances t hat would require you to per form under the guarantee;

 The current status of the guarantee;

 The current carrying amount of any liability for  your  obligation under the guarantee;

 The nature of any collateral or recourse provisions to recover any am ounts paid under
the guarantee; and

 The approximate extent to which the proceeds from liquidation of assets held as
collateral or by third parties would be expected to cover the maximum potential
amount of future payments under the guarantee.

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.

Derek Dubner
Red Violet, Inc.
March 2, 2018
Page 3

 You may contact Rebekah Lindsey, Staff Accountant  at (202) 551-3303  or me at (202)
551-3499  if you have questions regarding comments on the financial statements and related
matters.  Please contact Matthew Derby, Attorney -Advisor,  at (202) 551 -3334  or in his absence,
you may contact Jan Woo, Legal Branch Chi ef, at (202) 551 -3453  with any other questions.

Sincerely,

 /s/  Kathleen Collins

 Kathleen Collins
Accounting Branch Chief
Office of Information Technologies
and Services

cc: Josh Weingard, Esq.
 Corporate Counsel and Secretary
 Cogint, Inc.

 Michael Francis, Esq.
 Akerman LLP

CORRESP
1
filename1.htm

CORRESP

 Michael Francis

Akerman LLP

 Las Olas Centre II, Suite
1600

 350 East Las Olas Boulevard

Fort Lauderdale, FL 33301-2999

 T: 954
463 2700

 F: 954 463 2224

 February 28, 2018

 Jan Woo

 Legal Branch Chief

 Office of Information Technologies and
Services

 United States Securities and Exchange Commission

Division of Corporation Finance

 Mail Stop 4561

Washington, D.C. 20549

Re:
Red Violet, Inc.

Amendment No. 2 to Draft Registration Statement on Form 10

Submitted February 2, 2018

CIK No. 0001720116

 Dear Ms. Woo:

On behalf of Red Violet, Inc. (the “Company”), we hereby respond to the Staff’s comment letter, February 13, 2018, regarding the
Company’s Amendment No. 2 to Draft Registration Statement on Form 10 filed on February 2, 2018.

 For your convenience, we have recited the
Staff’s comment in boldface type and provided the Company’s response to the comment and request for relief immediately thereafter.

Business

 Concentration of Suppliers, page
44

1.
We note your response to prior comment 1. Please provide us with a more detailed analysis regarding why you believe the identity of your largest data supplier is not material to investors. As part of your response,
disclose the costs related to this supplier as a percentage of your total data acquisition costs. Further, to the extent material, revise to expand your risk factor to disclose your reliance on the supplier and the company’s ability to replace
this supplier if necessary

 In response to the Staff’s comment, we have revised the disclosure where appropriate to clarify that
the Company contracts or competes with all three major credit bureaus, one of which is its largest supplier. The Company’s other data suppliers include strategic partners, as well as government and public repositories. We have included in the
Management’s Discussion and Analysis of Financial Condition and Results of Operations and in the Business section a discussion of the costs related to the Company’s largest supplier as a percentage of its total data acquisition costs. We
have also revised the risk factor, “We could lose our access to data sources which could prevent us from providing our services” to discuss the Company’s ability to replace its largest supplier if necessary. The Company
remains of the view that naming the largest supplier is not material to investors or an investment decision as the agreement the Company has with this supplier, while favorable to the Company, is not one on which the Company’s business is
substantially dependent as the data received from that supplier could be obtained elsewhere. Nevertheless, the Company has acknowledged the loss of this supplier could have a short term, but not a long term, impact on the Company’s business.
Furthermore, as discussed with the Staff through the comment and response process and in the Company’s response letter dated February 2, 2018, which letter is

subject to a request for confidential treatment, disclosure of this supplier’s name could result in material competitive harm to the Company, its business, and operations.

*    *    *    *    *

Thank you for your continued assistance with this filing. If you have any questions, please call me at 305.982.5581.

Sincerely,

 AKERMAN LLP

/s/ Michael Francis

 Michael Francis

For the Firm

cc:
Jan Woo, Legal Branch Chief

 United States Securities and Exchange Commission

Kathleen Collins, Accounting Branch Chief

United States Securities and Exchange Commission

Rebekah Lindsey, Staff Accountant

United States Securities and Exchange Commission

Matthew Derby, Attorney-Advisor

United States Securities and Exchange Commission

Barbara C. Jacobs, Assistant Director

United States Securities and Exchange Commission

Derek Dubner, Chief Executive Officer

Red Violet, Inc.

 Josh Weingard,
Esq., Corporate Counsel

 Cogint, Inc.

Christina C. Russo, Esq.

Akerman LLP

Mail Stop 4561

February 13, 2018

Derek Dubner
Chief Executive Officer
Red Violet, Inc.
2650 North Military Trail, Suite 300
Boca Raton, FL 33431

Re: Red Violet, Inc.
Amendment No. 2  to Draft Registration Statement on Form 10
Submitted  February 2 , 2018
  CIK No. 0001720116

Dear Mr. Dubner :

We have reviewed your amended draft registration statement and have the following
comment.  In our comment , 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 comment applies  to your facts and circumst ances 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.   Unless we note otherwise, our references to prior comments are to comments in our
January 25, 2018  letter .

Business

Concentration of Supplie rs, page 44

1. We note your response to prior comment 1.  Please provide us with a more detailed
analysis  regarding why you believe the identity of your largest data supplier is not
material to investors.  As part of your response, disclose the costs related  to this supplier
as a percentage of your total data acquisition cost s.  Further, to the extent material, revise
to expand your risk factor to disclose your reliance on the supplier and the company’s
ability to replace this supplier if necessary

Derek Dubner
Red Violet, Inc.
February 13 , 2018
Page 2

 You may c ontact Rebekah Lindsey, Staff Accountant, at (202) 551 -3303 or Kathleen
Collins, Accounting Branch Chief, at (202) 551 -3499 if you have questions regarding the
financial statements and related matters.  Please contact Matthew Derby, Attorney -Advisor, at
(202) 551 -3334 or , in his absence, you may contact Jan Woo  at (202) 551 -3453 .  If you require
further assistance, please contact Barbara C. Jacobs, Assistant Director, at (202) 551 -3730.

Sincerely,

/s/ Kathleen Collins

Kathleen Collins
Accounting  Branch Chief
Office of Information Technologies
and Services

cc: Josh Weingard, Esq.
 Corporate Counsel and Secretary
 Cogint, Inc.

Mail Stop 4561

January 25, 2018

Derek Dubner
Chief Executive Officer
Red Violet, Inc.
2650 North Military Trail, Suite 300
Boca Raton, FL 33431

Re: Red Violet, Inc.
Amendment No. 1 to Draft Registration Statement on Form 10
Submitted  January 9, 2018
  CIK No. 0001720116

Dear Mr. Dubner :

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 circumst ances 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 we note otherwise, our references to prior comments are to com ments in our
December 1, 2017 letter .

Business

Concentration of Suppliers, page 44

1. We note the disclosure you have added in this section in response to prior comment 3
regarding your contract with your largest data supplier.  The identity of this princi pal
supplier appears to be material and should be disclosed.  Please revise.  See Item
101(h)(4)(v) of Regulation S -K.

Derek Dubner
Red Violet, Inc.
January 25, 2018
Page 2

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

Use and Reconciliation of Non -GAAP Financial Me asures, page 51

2. Please tell us how you determined that litigation costs included in your adjusted EBITDA
calculations are non -recurring in nature.   Alternatively, revise to remove the reference to
non-recurring in this line item description.   Refer to Ite m 10(e)(1)(ii)(B) of Regulation S -
K and Question 102.03 of the Non -GAAP Compliance and Disclosure Interpretations.

You may contact Rebekah Lindsey, Staff Accountant, at (202) 551 -3303 or Kathleen
Collins, Accounting Branch Chief, at (202) 551 -3499 if yo u have questions regarding comments
on the financial statements and related matters.  Please contact Matthew Derby, Attorney -
Advisor, at (202) 551 -3334 or , in his absence, the undersigned at (202) 551 -3453 .  If you require
further assistance, please contac t Barbara C. Jacobs, Assistant Director, at (202) 551 -3730.

Sincerely,

/s/ Jan Woo

Jan Woo
Legal Branch Chief
Office of Information Technologies
and Services

cc: Josh Weingard, Esq.
 Corporate Counsel and Secretary
 Cogint, Inc.

Mail Stop 4561
December 1, 2017

Derek Dubner
Chief Executive Officer
Red Violet, Inc.
2650 North Military Trail, Suite 300
Boca Raton, FL 33431

Re: Red Violet, Inc.
Draft Registration Statement on Form 10
Submitted November 6, 2017
  CIK No. 0001720116

Dear Mr. Dubner :

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 registra tion statement or filed registration statement,  we may have  additional
comments.

Risk Factors, page 12

1. We note that the officers and directors of Cogint will also be serving as officers and
directors of Red Violet.  Please add a risk factor regarding a ny potential conflict of
interest s of your officers and directors who are serving in both capacities.

Our and C ogint’s inability to obtain all material authorizations, consents, approvals and
clearances of third parties …, page 13

2. You state that t here ar e numerous “Third -Party Approvals ” that Red Violet and C ogint
must obtain in connection with the Spin -off and the Blue Focus t ransaction.   Please
specify the approvals th at you must obtain for each transaction  and the status of those
approvals .

Derek Dubner
Red Violet, Inc.
December 1, 2017
Page 2

 Business

Concentration of Suppliers, page 44

3. You disclose that one data supplier accounted for 28% of the total cost of revenues
during the year ended December 31, 2016.  Please identify this supplier and disclose the
material terms of your agreement with the supplier, including but not limited to, any
termination provision and minimum purchase commitments.  In addition, add a risk
factor disclosing your reliance on this supplier an d the effect on your business if  the
relationship terminates.

Our Intellectua l Property, page 44

4. You disclose that you rely upon a combination of patent, copyright, trademark and trade
secret laws, as well as other intellectual property laws .  Please disclose the nature of your
material intellectual property and the duration of any patents, trademarks, licenses ,
franchises and concessions held by the company.  Refer to Item 101(h)(vii) of Regulation
S-K.

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

Critical Accounting Policies and Estima tes

Goodwill, page 50

5. Please clarify whether your reporting unit is at risk of failing step one of your goodwill
impairment test.  If so, provide expanded disclosure of the methods and key assumptions
used in your quantitative assessment and des cribe any potential events or changes in
circumstances that could be reasonably expected to negatively affect those assumptions.
Please also disclose the percentage by which the fair value exceeded carrying value.

Results of Operations, page 52

6. Pleas e revise to provide further insight as to the drivers of your revenue growth.  For
example, discuss whether your revenue growth was due to increased prices, increased
volume, or both.  If two or more factors contribute to material changes in revenue, pleas e
provide disclosure demonstrating the relative magnitude of each factor, such as the
number of subscribers or transactions or the percent change in the average price per
subscription or transaction.  Refer to Item 303(a)(3)(iii) of Regulation S -K and Sect ion
III.D of SEC Release No. 33 -6835.

Forward -Looking Statements, page 57

7. Please note that the safe harbor for forward -looking statements provided by the Private
Securities Litigation Reform Act of 1995 (PSLRA) applies to issuers that are subject to
the reporting requirements of S ection 13(a) or Section 15(d) of the Securities Exchange

Derek Dubner
Red Violet, Inc.
December 1, 2017
Page 3

 Act of 1934 at the time the statements are made.  Please revise to remove the implication
in this section and on pages 12 and 46 that the statements in your registrati on statement
are within the protection of the PSLRA  or tell us why you believe that the safe harbor is
available to you.

Consolidated and Combined Financial Statements

Consolidated and Combined Statements of Operations, page F -4

8. While cost of revenue ma y exclude depreciation and amortization, presenting a measure
of gross profit that excludes such amounts is not consistent with SAB Topic 11.B.   Please
revise accordingly .

Note 2. Summary of significant accounting policies

(g) Intangible assets other than goodwill, page F -10

9. Please tell us how your policy of amortizing internal use software beginning when the
products become commercially viable complies with ASC 350 -40-35-6.

(k) Revenue recognition, page F -11

10. Please disclose the circumstances unde r which your arrangements may be cancelled.
Please also clarify when you invoice your customers under your various arrangements
(e.g. monthly, quarterly, annually, etc .).

11. Please disclose your revenue recognition policy related to resellers, distributors and
partners.  Clarify in your disclosures if such revenue is recognized on a sell -in or sell -
through basis and disclose the nature of, and accounting for, any return rights, rebates or
price concessions offered to your resellers.  Refer to ASC 605 -50-50-1.

(s) Recently issued accounting standards, page F -14

12. Given your stated intention to take advantage of the extended transition period provided
in Section 13(a) of the Exchange Act, please disclose the correct adoption dates that
would otherwise apply to  nonpublic entities, where appropriate. Your disclosure should
also include the date on which you will adopt such standards, if different, assuming you
will remain an EGC at such time.  Refer to Question 14 of the Jumpstart Our Business
Startups Act Freque ntly Asked Questions.

Note 10. Related party transactions, page F -20

13. We note that certain expenses were allocated by Cogint to Red Velvet.  Please revise to
clarify what type of expenses were allocated to Red Velvet and include an explanation of
the allo cation methodology used along with management’s assertions that the methods
used are reasonable.   Please also disclose an estimate of additional expenses that would

Derek Dubner
Red Violet, Inc.
December 1, 2017
Page 4

 have been incurred on a standalone basis for each year in which an income statement is
required.  Refer to Question 2 of SAB Topic 1:B.

Unaudited Consolidated and Combined Pro Forma Financial Statements, page PF -1

14. Your disclosure on page 34 indicates tha t your stock based compensation arrangements
may be accelerated as a result of the spin -off.  Please tell us how you considered the
acceleration of these awards in your pro forma balance sheet presentation, including
whether an adjustment to reflect the es timated expense in your pro forma retained
earnings was necessary .

15. Please revise Note (b) to clarify that the full $20 million may not ultimately be
contributed by Cogint and explain the circumstances under which a lesser capital
contribution will be provided.  Refer to Rule 11 -02(b)(8) of Regulation S -X.

Exhibit s

16. Please tell us whether you intend to file the Separation and Distribution agreement with
Cogint.

You may contact Rebekah Lindsey, Staff Accountant, at (202) 551 -3303 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, Attorney -
Advisor, at (202) 551 -3334 or , in his absence, the undersigned at (202) 551 -3453 .  If you require
further assistance, please contact Barbara C. Jacobs, Assistant Director, at (202) 551 -3730.

Sincerely,

/s/ Jan Woo

Jan Woo
Legal Branch Chief
Office of Information Technologies
and Services

cc: Josh Weingard, Esq.
 Corporate Counsel and Secretary
 Cogint, Inc.