Zeta Global (ZETA) CORRESPCorrespondence with SEC

Kathleen Krebs, Special Counsel

Jan Woo, Legal Branch Chief

David Edgar, Senior Staff Accountant

Kathleen Collins, Accountant Branch Chief

Zeta Global Holdings Corp.

Amendment No. 1 to Registration Statement on Form S-1

Filed May 10, 2021

File No. 333-255499

You state that one of your growth strategies is to acquire new customers. Please revise, both here and in your MD&A Overview section, to disclose the actual number of customers for each period presented and discuss the reason(s) for the steadily declining trend in this measure.

Response: The Company has revised the Amendment on pages 8, 56 and 86 with respect to its growth strategy and customers. The Company’s growth strategy is focused on the acquisition of scaled customers and increasing the spend of existing scaled customers. As a result, the Company has revised its disclosure to provide more information regarding scaled customers and scaled customer ARPU for each period presented. The Company has revised the disclosure on page 58 of the MD&A Overview and on page 91 to disclose the total number of scaled customers on a period over period basis and to discuss trends regarding scaled customer count and scaled customer ARPU for the year ended December 31, 2020 and the three months ended March 31, 2021 as compared to each of the corresponding prior periods. Additionally, on pages 20 and 58, the Amendment discloses total scaled customers and the percentage of revenue that scaled customers represent.

The Company has also revised its disclosure to remove the total customer metric from the Prospectus Summary, given that non-scaled customers constituted only 4% and 5% of total revenue for the periods ended December 31, 2020 and December 31, 2019, respectively. The Company supplementally advises the Staff that management does not view its total number of customers as a significant metric for monitoring Company growth and performance because substantially all of the Company’s revenue derives from scaled customers. For additional context, the Company has included on page 91 a reference to its total customer count. In all other respects, the disclosure in the Amendment generally refers to scaled customers based on their relevance to the Company’s growth strategy.

Considering there are numerous adjustments that will impact your pro forma net loss per share calculations, please revise note (2) to include a reconciliation of the numerator and denominator used in such calculation.

Response: The Company has revised the Amendment on page 17 to include a reconciliation of the numerator and denominator used in pro forma net loss per share calculations. The Company advises the Staff that the corresponding metrics will be included in a subsequently filed amendment.

As requested in prior comment 4, please disclose that there is uncertainty as to whether a court would enforce an exclusive federal forum provision for Securities Act claims. Also state that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

Response: The Company has revised the Amendment on page 44 to disclose (i) that there is uncertainty as to whether a court would enforce an exclusive federal forum provision for Securities Act claims and (ii) that stockholders cannot waive compliance with the federal securities laws and rules and regulations thereunder.

In response to prior comment 5, you disclose that the exclusive forum provision does not apply to claims arising under the Exchange Act “to the extent that the Exchange Act confers exclusive federal jurisdiction over such claims, subject to applicable law.” As noted in prior comment 5, 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. Therefore, please clearly state, as you do in the provision in your amended and restated certificate of incorporation, that the exclusive forum provision does not apply to claims arising under the Exchange Act.

Response: The Company has revised the Amendment on page 44 to (i) remove the qualifier “to the extent that the Exchange Act confers exclusive federal jurisdiction over such claims, subject to applicable law” and (ii) clearly state that the exclusive forum provision does not apply to claims arising under the Exchange Act.

As requested in prior comment 6, please disclose the total amount of offering proceeds that your officers and directors will receive in connection with the Restricted Stock Repurchase, the Class A Stock Repurchase and the Stock Cancellation.

Response: The Company has revised the Amendment on pages 46 to 47 to disclose the total amount of offering proceeds that officers and directors will receive in connection with the Restricted Stock Repurchase, the Class A Stock Repurchase and the Stock Cancellation transactions (which the updated disclosure in the Amendment now describes on page 49 as the Tax Withholding Repurchase and the Stock Repurchase).

We note that the pro forma capitalization information now assumes the “Warrant Exercise.” Please tell us how you determined that the exercise of warrants is probable. In this regard, clarify whether you have received firm commitments from the warrant holders of their intent to exercise. Refer to Article 11-01(a)(8) of Regulation S-X.

Response: The Company advises the Staff that each warrant holder has signed and delivered to the Company an irrevocable warrant exercise notice. The Company has revised the disclosure on page 127 of the Amendment to indicate that such notices have been delivered.

Please revise to include a quantified discussion regarding the vesting of restricted stock awards and related compensation expense in the introductory section of this table rather than as a footnote to the table.

Response: The Company has revised the disclosure on page 49 of the Amendment to include a quantified discussion regarding the vesting of restricted stock awards and related compensation expense in the introductory section of the table.

Please tell us and revise to disclose net revenue retention rate, scaled customers and scaled customer ARPU for March 31, 2021. Alternatively, tell us the performance metrics you use on a quarterly basis to manage the business and include a quantified discussion of such measures.

Response: The Company has revised pages 58 and 59 of the Amendment to disclose scaled customers and scaled customer ARPU for March 31, 2021.

The Company has not included quarterly net revenue retention rate (“NRR”) in the Amendment because management neither views quarterly NRR as a key performance metric nor reviews NRR on a quarterly basis due to the seasonality of the Company’s business and the limited utility of quarterly NRR in managing the Company’s business. The Company supplementally advises the Staff that for the quarterly period and the trailing twelve months ended March 31, 2021, scaled customer NRR was [***]% and [***]%, respectively.

We note your response to prior comment 1, but are unable to locate your proposed disclosure of the number of Fortune 100 customers in 2020 that were scaled customers generating $100,000 to $1 million in revenue or more than $1 million in revenue. Also, to the extent you continue to disclose the number or percentage of Fortune 100 companies that are your customers, please disclose the percentage of revenue generated from these customers for each period presented to add context to this information

Response: The Company has revised the Amendment on pages 78 and 91 to disclose of the number of Fortune 100 customers that were scaled customers, including the number of scaled customers generating $100,000 to $1 million in revenue and more than $1 million in revenue, as well as the Company’s percentage of revenue generated from Fortune 100 customers that were scaled customers, for each period presented in the Registration Statement.

Please disclose the number of restricted stock awards that will immediately vest for each officer and director in connection with the offering. In addition, disclose the number of restricted stock awards that the company will purchase from Mr. Niehaus and his affiliates and the aggregate purchase price.

Response: The Company has revised the disclosure on page 116 of the Amendment to disclose the number of restricted stock awards that will immediately vest for each officer and director in connection with the offering. The Company supplementally advises the Staff that it will not repurchase from Mr. Niehaus or his affiliates any restricted stock awards, and the Company has revised the disclosure on page 119 of the Amendment accordingly.

Please revise to disclose the incremental compensation cost resulting from the modification. Refer to ASC 718-10-50-2(h)(2)(iii). Also, considering the significant increase in your unrecognized compensation expense resulting from this modification and the impact on your future operations, revise to include a discussion in your MD&A Overview section regarding the additional compensation that will be recognized upon effectiveness and the potential impact to your future results of operations for the share- based compensation that will be recognized in future periods, if material.

Response: The Company has revised the disclosure in the Amendment to provide (i) the incremental compensation cost resulting from the modification on page F-60; and (ii) a breakdown in the MD&A Overview reflecting how stock based compensation will be recognized and a description of the impact on future operations on pages 56 and 61.

David A. Steinberg, Zeta Global Holdings Corp.