February 3, 2022

 

VIA EDGAR TRANSMISSION

 

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

 

Attn: Claire DeLabar
  Robert Littlepage
  Austin Pattan
  Kathleen Krebs

 

Re:

Direct Digital Holdings, Inc.

Registration Statement on Form S-1, as amended (File No. 333-261059)

Withdrawal of Prior Acceleration Request

 

Ladies and Gentlemen:

 

Reference is made to our letter, filed as correspondence, with the U.S. Securities and Exchange Commission via EDGAR on February 2, 2022, in which we requested the acceleration of the effective date of the above-captioned Registration Statement, as amended, to 4:30 p.m., Eastern time, on February 3, 2022. We are no longer requesting that the Registration Statement be declared effective at that date and time, and we hereby formally withdraw our prior request for acceleration of the effective date of the above-captioned Registration Statement, as amended.

 

  Very truly yours,
   
  Direct Digital Holdings, Inc.
   
  /s/ Mark Walker
  Name: Mark Walker
  Title: Chairman and Chief Executive Officer

 

cc:

(via email)

Keith Smith, President, Direct Digital Holdings, Inc.

  Susan Echard, Chief Financial Officer, Direct Digital Holdings, Inc.
  Phyllis Young, McGuireWoods LLP
  Stephen Older, McGuireWoods LLP
 

Rakesh Gopalan, McGuireWoods LLP

Ben Stacke, Faegre Drinker Biddle & Reath LLP