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                            June 9, 2023

       Andrew Bialecki
       Chief Executive Officer
       Klaviyo, Inc.
       125 Summer Street
       6th Floor
       Boston, MA 02110

                                                        Re: Klaviyo, Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted May 12,
2023
                                                            CIK No. 0001835830

       Dear Andrew Bialecki:

              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 May 12, 2023

       Selected Defined Terms, page ii

   1.                                                   We note your
definitions of monthly and annual recurring revenue. Please explain the
                                                        importance of monthly
recurring revenue and annual recurring revenue when evaluating
                                                        the financial condition
and operations of your business and whether they are key
                                                        performance metrics.
       Prospectus Summary, page 1

   2.                                                   We note your disclosure
of revenue growth and gross profits. In order to provide proper
                                                        balance to this
information, please revise to present your net losses for the periods
 Andrew Bialecki
FirstName  LastNameAndrew Bialecki
Klaviyo, Inc.
Comapany
June 9, 2023NameKlaviyo, Inc.
June 9,
Page 2 2023 Page 2
FirstName LastName
         presented with equal prominence.
3.       We note your statement that your total addressable market opportunity
outside the United
         States is at least as large as your domestic opportunity. Please
provide the basis for this
         statement.
4.       To provide context to your statements regarding your NRR over the past
seven quarters
         and your average CAC payback over the past eight quarters, please
disclose these
         measures for the periods presented.
5.       Please disclose the period over which you measured the median time for
a new customer
         to generate KAV.
Risk Factors
As we seek to move up-market, we expect our sales cycle..., page 25

6.       Please disclose the average length of your sales cycle.
We rely upon a third-party provider..., page 31

7.       We note your disclosure that you depend on a service agreement with a
third party to
         support your cloud infrastructure. Please identify the third-party
provider, describe the
         material terms of this agreement including the term and termination
provisions and
         consider filing it as an exhibit to your registration statement. Refer
to item 601 of
         Regulation S-K.
Risks Relating to Our Initial Public Offering and Ownership of Our Common
Stock, page 56

8.       Please briefly describe the provisions in your amended and restated
certificate of
         incorporation and amended and restated bylaws that require a
super-majority vote to
         amend.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 72

9.       You state that you have seen    organic demand growth from customers
in other verticals
         outside of eCommerce. Please quantify the percentage of your revenues
from customers
         that operate in these other industries.
10.      Please provide a definition for    SMBs,       mid-market companies
and    large enterprises.
Results of Operations, page 79

11.      We note that as your customers increase their usage of your platform,
they move to higher
         subscription tiers. Please expand your revenue discussion and analysis
and clarify how
         much of the increase in revenue was due to existing customers moving
into a higher tiered
         pricing structure.
 Andrew Bialecki
Klaviyo, Inc.
June 9, 2023
Page 3
Business
Challenges Facing Our Customers, page 101

12.      Please identify the third party that conducted the survey of marketing
decision makers and
         clarify whether you commissioned this survey.
Certain Relationships and Related Party Transactions
Agreements with Shopify, page 135

13.      Please file the revenue sharing agreement with Shopify as an exhibit
to your registration
         statement. Refer to Item 601(b)(10)(ii)(A) of Regulation S-K.
Shares Eligible for Future Sale
Lock-Up Agreements and Market Standoff Provisions, page 151

14.      We note that your lock-up agreements are    subject to certain
exceptions.    Please describe
         these exceptions.
Consolidated Financial Statements, page F-1

15.      We note Shopify is a related party. Separately state on the face of
your balance sheet,
         income statement, and statement of cash flows all related party
amounts and transactions
         pursuant to Rule 4-08(k) of Regulation S-X.
Note 2. Summary of Significant Accounting Policies
Shopify Collaboration Agreement, page F-9

16.      We note you entered into 3 separate agreements with Shopify Inc.,
including the revenue
         share agreement. Please clarify the terms and conditions of the
revenue share agreement,
         including how you determined Shopify is a vendor and not a customer
and how
         the revenue share is calculated.
17.      In regard to the common stock warrant agreement, please tell us,
citing the relevant
         accounting guidance, how you determined the warrants issued should be
classified
         as prepaid assets and not as expenses.
Note 10. Redeemable Common Stock, Common Stock, and Stockholders' Deficit
Redeemable Common Stock, page F-24

18.    We note that you determined the fair value of the redeemable common
stock shares
       utilizing the subject company transaction method and then used the
option pricing method
       to allocate the fair value to each class of your stock. Please revise
your filing to disclose in
FirstName LastNameAndrew Bialecki
       more detail the underlying assumptions utilized in the subject company
transaction
Comapany    NameKlaviyo,
       method                Inc. method, including the discount factor for
lack of marketability,
                and option pricing
June 9,and
        2023how  these
              Page  3 assumptions were derived.
FirstName LastName
 Andrew Bialecki
FirstName  LastNameAndrew Bialecki
Klaviyo, Inc.
Comapany
June 9, 2023NameKlaviyo, Inc.
June 9,
Page 4 2023 Page 4
FirstName LastName
General

19.      Please supplementally provide us with 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,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
       You may contact Joseph Cascarano, Senior Staff Accountant, at (202)
551-3376 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 Austin
Pattan, Staff
Attorney, at (202) 551-6756 or Jeff Kauten, Staff Attorney, at (202) 551-3447
with any other
questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Technology
cc:      Bradley Weber