United States securities and exchange commission logo
June 4, 2021
David A. Steinberg
Chief Executive Officer and Chairperson
Zeta Global Holdings Corp.
3 Park Ave, 33rd Floor
New York, NY, 10016
Re: Zeta Global
Holdings Corp.
Amendment No. 3 to
Registration Statement on Form S-1
Filed June 1, 2021
File No. 333-255499
Dear Mr. Steinberg:
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.
Unless we note
otherwise, our references to prior comments are to comments in our May
28, 2021 letter.
Amendment No. 3 to Form S-1
The Offering, page 13
1. You state that the
shares outstanding after the offering include the exercise of 8,360,432
warrants to purchase
shares of Class A common stock. Please tell us how the number of
warrants disclosed here
compares to the 3,093,095 and 1,973,763 warrants per Note 16
and to the 5,400,131
warrants as supplementally provided by the company. To the extent
additional warrants
were granted in anticipation of the offering or the exercise terms of
existing warrants were
modified, please revise to disclose this information in your
financial statement
footnotes and include a discussion of the accounting for such warrants.
David A. Steinberg
FirstName
Zeta GlobalLastNameDavid
Holdings Corp. A. Steinberg
Comapany
June 4, 2021NameZeta Global Holdings Corp.
June 4,
Page 2 2021 Page 2
FirstName LastName
2. In the first bullet point on page 14, you state that the shares
outstanding after the offering
give effect to the reclassification of 3,054,318 shares of your
existing Series B common
stock and 26,722,208 shares of Series A common stock into shares of
Class A common
stock. Please revise to clarify that 70,108,628 restricted shares will
also be reclassified to
Class A common stock. Also clarify that 8,553,864 of such restricted
shares vested upon
the offering, a portion of which were repurchased as part of the Stock
Repurchase and Tax
Withholding transactions.
Dilution, page 51
3. Please revise your historical, pro forma and pro forma, as adjusted
net tangible book value
(deficit) and related net tangible book value per share calculations
to exclude your
intangible assets.
Certain Relationships and Related Party Transactions, page 118
4. As requested in prior comment 3, please disclose the value of your
officers' and directors'
restricted stock awards that are vesting in connection with the
offering based upon the IPO
price. Provide this disclosure under "Stock Repurchase" and "Treatment
of Directors
Restricted Stock in Connection with this Offering" on page 119.
Exhibits
5. Please file a complete and updated legality opinion.
You may contact David Edgar, Senior Staff Accountant, at 202-551-3459
or Kathleen
Collins, Accounting Branch Chief, at 202-551-3499 if you have questions
regarding comments
on the financial statement or related matters. Please contact Kathleen Krebs,
Special Counsel, at
202-551-3350 or Jan Woo, Legal Branch Chief, at 202-551-3453 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Joel H. Trotter, Esq.