Direct Digital Holdings, Inc.

1177 West Loop South, Suite 1310

Houston, Texas 77027

 

VIA EDGAR

 

January 27, 2025

 

Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

Attn: Rucha Pandit

 

Re:    Direct Digital Holdings, Inc.

Registration Statement on Form S-1

File No. 333-284344

    Request for Acceleration of Effective Date

 

Ladies and Gentlemen:

 

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Direct Digital Holdings, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) so that the Registration Statement will be declared effective as of 4:01 p.m. Eastern time on January 28, 2025, or as soon as practicable thereafter. The Company hereby authorizes Rakesh Gopalan or David S. Wolpa, both of whom are attorneys at the Company’s outside legal counsel, Troutman Pepper Locke LLP, to orally modify or withdraw this request for acceleration.

 

Once the Registration Statement has been declared effective, please orally confirm that event with Mr. Gopalan at (704) 916-2374 or Mr. Wolpa at (704) 916-2375.

 

Thank you for your assistance in this matter.

 

 

                                     Very truly yours,

      

                                     Direct Digital Holdings, Inc.

      

                                     /S/ DIANA DIAZ        

                             Name: Diana Diaz

                             Title: Chief Financial Officer

 

cc (via email):    Rakesh Gopalan and David Wolpa, Troutman Pepper Locke LLP