February 3, 2022
VIA EDGAR TRANSMISSION
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-6010
| Attn: |
Ms. Claire DeLabar Mr. Robert Littlepage Mr. Austin Pattan Ms. Kathleen Krebs |
| Re: | Direct Digital Holdings, Inc. | |
| Registration Statement on Form S-1 (Registration 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.
[Signature Page Follows]
| Very truly yours, | ||
| THE BENCHMARK COMPANY, LLC | ||
| By: | /s/ Michael Jacobs | |
| Name: | Michael Jacobs | |
| Title: | MD/Head of ECM | |
| ROTH CAPITAL PARTNERS, LLC | ||
| By: | /s/ Aaron M. Gurewitz | |
| Name: | Aaron M. Gurewitz | |
| Title: | Head of Equity Capital Markets | |
| cc: | Mark D. Walker, Chief Executive Officer, Direct Digital Holdings, Inc. |
| Susan Echard, Chief Financial Officer, Direct Digital Holdings, Inc. | |
|
Phyllis Young, Esq., McGuireWoods LLP Stephen E. Older, Esq., McGuireWoods LLP Rakesh Gopalan, Esq., McGuireWoods LLP | |
| Ben A. Stacke, Esq., Faegre Drinker Biddle & Reath LLP |