June 7, 2021
VIA EDGAR AND EMAIL
Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-6010
| Attention: | Jan Woo, Legal Branch Chief | |
| Kathleen Krebs, Special Counsel | ||
| David Edgar, Senior Staff Accountant | ||
| Kathleen Collins, Accountant Branch Chief | ||
| Re: | Zeta Global Holdings Corp. | |
| Registration Statement on Form S-1 | ||
| Filed June 7, 2021 | ||
| Registration No. 333-255499 | ||
Ladies and Gentlemen:
In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration of the effective date of the above-referenced Registration Statement so that it will become effective on June 9, 2021, at 4:00 P.M., (Eastern time), or as soon thereafter as practicable, or at such later time as Zeta Global Holdings Corp., (the “Company”) or its counsel may request via telephone call to the staff. Please contact Joel Trotter of Latham & Watkins LLP, counsel to the Company, at (202) 637-2165 or in his absence, Marc Jaffe at (212) 906-1281, to provide notice of effectiveness, or if you have any other questions or concerns regarding this matter.
| Sincerely yours, | ||
| Zeta Global Holdings Corp. | ||
| By: | /s/ Christopher Greiner | |
| Christopher Greiner | ||
| Chief Financial Officer | ||
| cc: | Steven B. Vine, Zeta Global Holdings Corp. |
David A. Steinberg, Zeta Global Holdings Corp. |
Marc D. Jaffe, Latham & Watkins LLP |
Joel H. Trotter, Latham & Watkins LLP |
Ryan J. Dzierniejko, Skadden, Arps, Slate, Meagher & Flom LLP |
[Signature Page to Zeta Global Holdings Corp. Acceleration Request]
