RDDTReddit

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.

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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.

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.

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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.

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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

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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.

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.

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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.

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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.

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

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

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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. Read in the reply ↗

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.

No reply letter found.

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.

No reply letter found.

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.

No reply letter found.

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.

No reply letter found.

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.

No reply letter found.

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.

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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.

No reply letter found.

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.

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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.

No reply letter found.

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.

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Additionally, provide quantitative context to your statement that a substantial portion of your revenue is derived from a small number of advertisers.

No reply letter found.

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

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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

No reply letter found.

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.

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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.

No reply letter found.

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.

No reply letter found.

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.

No reply letter found.

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.

No reply letter found.

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.

No reply letter found.

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.

No reply letter found.

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

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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.

No reply letter found.

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.

No reply letter found.

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.

No reply letter found.

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.

No reply letter found.

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.

No reply letter found.

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.

No reply letter found.

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.

No reply letter found.

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.

No reply letter found.

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 market value of your investment in cryptocurrency at the reporting period end.

No reply letter found.

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

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changes in your valuation assumptions or methodology, underlying common stock used to value such awards as determined by your board of directors.

No reply letter found.

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

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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.

No reply letter found.

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

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the collaborative arrangement between participants for each period an income statement is presented pursuant to ASC 808-10-50-1.

No reply letter found.

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.

No reply letter found.

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.

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In this regard, clarify whether these 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 • clarify whether there is a difference in how a moderator may use Community Points versus a non-moderator user.

No reply letter found.

Recent articles in the press have noted that you are building a non-fungible token (NFT) platform. Please provide a materially complete description of the proposed NFT platform, including its current stage of development. Additionally, we note that you have offered and sold your own NFTs known as CryptoSnoos. Please clarify whether you receive the proceeds from the sale of these NFTs.

No reply letter found.

We note that the letter from your co-founder contains an invitation to users and moderators "who have contributed significantly to Reddit" to purchase shares in this offering. Supplementally provide us with additional detail about this plan. If you intend to set up a directed share program, so state.

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Additionally, given your risk factor disclosure that individual investors could constitute a larger proportion of investors participating in this offering than is typical for an initial public offering, which could result in a volatile trading price, please disclose the number of shares you expect to set aside for Reddit users and moderators.

No reply letter found.

Please provide us with supplemental copies of all written communications, as defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf have presented or expect to present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not you retained, or intend to retain, copies of those communications.

No reply letter found.

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).

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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 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.

No reply letter found.

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.

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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.

No reply letter found.

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

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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.

No reply letter found.

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.

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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.

No reply letter found.

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 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

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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.

No reply letter found.

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.

No reply letter found.

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.

No reply letter found.

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.

No reply letter found.

Please expand your accounting policy for Investment in Cryptocurrency to describe your policy for using cryptocurrency to settle any obligations.

No reply letter found.

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.

No reply letter found.

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.

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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.

No reply letter found.

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.

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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.

No reply letter found.

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.

No reply letter found.

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.

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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.

No reply letter found.

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.

No reply letter found.

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.

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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 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.

No reply letter found.

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

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underwriter allocations outside of the directed share program.

No reply letter found.

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.

No reply letter found.

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.

No reply letter found.

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.

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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.

No reply letter found.

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".

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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.

No reply letter found.

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.

No reply letter found.