DRSLTR

December 21, 2020

VIA EDGAR AND OVERNIGHT COURIER

Office of Technology

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549


	Attention:			Larry Spirgel Jeff Kauten Stephen Krikorian Amanda Kim

	Re:			ON24, Inc. Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted December 7, 2020 CIK No. 0001110611

Ladies and Gentlemen:

This letter is confidentially submitted on behalf of ON24, Inc. (the “Company”) in response to comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s Amendment No. 1 to Draft Registration Statement on Form S-1 confidentially submitted on December 7, 2020 (the “Draft Registration Statement”), as set forth in the Staff’s letter dated December 16, 2020 (the “Comment Letter”).

Set forth below are the Company’s responses to the Staff’s comments in the Comment Letter. For reference purposes, the text of the Staff’s comments are reproduced in bold below, followed by the Company’s response to the comment. The numbered paragraphs below correspond to the numbered comments in the Comment Letter.

Additionally, the Company is concurrently confidentially submitting Amendment No. 2 to the Draft Registration Statement (“Amendment No. 2”), which reflects revisions in response to the Comment Letter and certain other updates.

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

Prospectus Summary

Overview, page 1

1.	For context, please disclose your dollar-based net retention rate for the periods presented.

Company Response: In response to the Staff’s comment, the Company has revised the referenced disclosure on pages 2 and 93 of Amendment No. 2.