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                               March 22, 2021

       Yancey Spruill
       Chief Executive Officer
       DigitalOcean Holdings, Inc.
       101 6th Avenue
       New York, New York 10013

                                                        Re: DigitalOcean
Holdings, Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed March 15,
2021
                                                            File No. 333-253483

       Dear Mr. Spruill:

             We have reviewed your amended 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 amending your registration
statement and providing the
       requested information. 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 any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

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

       Use of Proceeds, page 53

   1.                                                   Pursuant to Instruction
4 to Item 504 of Regulation S-K, please disclose here, or provide a
                                                        cross-reference to the
relevant section of your registration statement, the interest rates and
                                                        maturity dates of the
debt that will be repaid with the proceeds from this offering. To the
                                                        extent any of this debt
was incurred within one year, describe the use of proceeds of such
                                                        indebtedness.
       Dilution, page 57

   2.                                                   Revise the second
paragraph to indicate that you had a historical net tangible deficit and
                                                        quantify the total and
per share deficit amounts. Similarly revise the amount disclosed in
                                                        the table. It is
unclear why you disclose in the second paragraph pro forma net tangible
 Yancey Spruill
DigitalOcean Holdings, Inc.
March 22, 2021
Page 2
      book value when the per share amount does not appear in the table.
General

3.    We note your disclosure of your net loss position in your artwork at the
forefront of the
      prospectus. In order to give proper balance to this information, you
should revise to
      present your increasing net loss with equal prominence as your other
financial highlights.
        You may contact Lisa Etheredge, Staff Accountant, at (202) 551-3424 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
Matthew Crispino,
Staff Attorney, at (202) 551-3456 or Larry Spirgel, Office Chief, at (202)
551-3815 with any
other questions.



                                                           Sincerely,
FirstName LastNameYancey Spruill
                                                           Division of
Corporation Finance
Comapany NameDigitalOcean Holdings, Inc.
                                                           Office of Technology
March 22, 2021 Page 2
cc:       Brandon Fenn
FirstName LastName