United States securities and exchange commission logo





                               January 13, 2022

       Steven Huffman
       Chief Executive Officer
       Reddit, Inc.
       1455 Market Street, Suite 1600
       San Francisco, California 94103

                                                        Re: Reddit, Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted December
16, 2021
                                                            CIK No. 0001713445

       Dear Mr. Huffman:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form S-1 submitted December 16, 2021

       Prospectus Summary
       Overview, page 2

   1.                                                   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.
 Steven Huffman
FirstName
Reddit, Inc.LastNameSteven Huffman
Comapany
January  13,NameReddit,
             2022       Inc.
January
Page 2 13, 2022 Page 2
FirstName LastName
2.       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.
3.       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.
Our Growth Strategy, page 10

4.       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.
Summary Consolidated Financial Data, page 18

5.       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.
6.       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. 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.
7.       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.
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.
 Steven Huffman
FirstName
Reddit, Inc.LastNameSteven Huffman
Comapany
January  13,NameReddit,
             2022       Inc.
January
Page 3 13, 2022 Page 3
FirstName LastName
Risk Factors
We generate substantially all of our revenue from advertising..., page 28

8.       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. Additionally, provide
quantitative context to your
         statement that a substantial portion of your revenue is derived from a
small number of
         advertisers.
We hold cryptocurrencies..., page 59

9.       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 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

10.      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. 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.
11.      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.
Market and Industry Data, page 72

12.      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.
 Steven Huffman
FirstName
Reddit, Inc.LastNameSteven Huffman
Comapany
January  13,NameReddit,
             2022       Inc.
January
Page 4 13, 2022 Page 4
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13.      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.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
85

14.      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.
Key Financial and Operating Metrics, page 85

15.      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.
Trends in User Metrics, page 85

16.      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 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.
17.      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.
 Steven Huffman
FirstName
Reddit, Inc.LastNameSteven Huffman
Comapany
January  13,NameReddit,
             2022       Inc.
January
Page 5 13, 2022 Page 5
FirstName LastName
Trends in Monetization Metrics, page 88

18.      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.
Certain Relationships and Related-Party Transactions, page 154

19.      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.
20.      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.
Note 2. Basis of Presentation and Significant Accounting Policies
Other revenue, page F-9

21.      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.
General and Administrative Expenses, page F-10

22.      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.
Investment in Cryptocurrency, page F-13

23.      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.
Note 9. Goodwill and Intangible Assets
Cryptocurrency, page F-25

24.      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
 Steven Huffman
FirstName
Reddit, Inc.LastNameSteven Huffman
Comapany
January  13,NameReddit,
             2022       Inc.
January
Page 6 13, 2022 Page 6
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         market value of your investment in cryptocurrency at the reporting
period end.
Note 12. Stock-Based Compensation, page F-29

25.      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
changes in your
         valuation assumptions or methodology, underlying common stock used to
value such
         awards as determined by your board of directors.
26.      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
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.
Note 15. Commitments and Contingencies
Other Commitments, page F-37

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

28.      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.
29.      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. In this regard,
clarify whether these
 Steven Huffman
Reddit, Inc.
January 13, 2022
Page 7
           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.
30.   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.
31.   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. 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.
32.   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.
        You may contact Claire DeLabar, Senior Staff Accountant, at (202)
551-3349 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Mitchell Austin, Staff
Attorney, at (202) 551-3574 or Joshua Shainess, Legal Branch Chief, at (202)
551-7951 with any
other questions.



                                                             Sincerely,
FirstName LastNameSteven Huffman
                                                             Division of
Corporation Finance
Comapany NameReddit, Inc.
                                                             Office of
Technology
January 13, 2022 Page 7
cc:       Sarah Axtell, Esq.
FirstName LastName