United States securities and exchange commission logo

                               May 9, 2022

       Robert Blair
       General Counsel
       6155 El Camino Real
       Carlsbad, California 92009

                                                        Re: VIASAT INC
                                                            Amendment No. 2 to
Preliminary Proxy Statement on Schedule 14A
                                                            Filed April 26,
                                                            File No. 000-21767

       Dear Mr. Blair:

              We have reviewed your filing 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

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A

       Prospectus Summary
       Regulatory Matters, page 18

   1.                                                   We note your disclosure
that you "have also filed applications for regulatory approvals
                                                        and clearances in
various other jurisdictions, including Australia, Brazil, Israel, Nigeria,
                                                        Russia, Saudi Arabia,
Spain and the United Kingdom." Please expand your disclosure to
                                                        discuss the material
regulatory approvals and clearances that you are required to obtain.
       Independent Auditor's Report, page F-2

   2.                                                   Refer to the second
paragraph under the Opinion section. Please have your auditors also
                                                        disclose the opinion
rendered with regards to the results of operations and cash flows for
                                                        the years ended
December 31, 2021 and December 31, 2020. The current disclosure only
                                                        covers the results of
operations and cash flows for the period from incorporation (March
                                                        15, 2019) to December
31, 2019, and for the Predecessor Company for the period January
 Robert Blair
May 9, 2022
Page 2
         1, 2019 to December 3, 2019. Please revise or advise.


3.       We note your response to our prior comment 2 and reissue. Please
update your disclosure
         where applicable to reflect the regulatory undertakings agreed upon
with the UK
         Government's Department for Business, Energy and Industrial Strategy
(BEIS) in
         connection with the proposed combination. In this regard, we note your
Proxy Materials
         filed on March 21, 2022.
4.       Please revise your filing, as applicable, to provide more specific
disclosure related to the
         direct or indirect impact that Russia's invasion of Ukraine and the
international response
         have had or may have on your business. For additional guidance, please
see the Division
         of Corporation Finance's Sample Letter to Companies Regarding
Disclosures Pertaining to
         Russia   s Invasion of Ukraine and Related Supply Chain Issues, which
is available on the
         Commission   s website.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

        You may contact Beverly Singleton, Staff Accountant, at (202) 551-3328
or Jean Yu,
Assistant Chief Accountant, at (202) 551-3305 if you have questions regarding
comments on the
financial statements and related matters. Please contact Bradley Ecker, Staff
Attorney, at (202)
551-4985 or Asia Timmons-Pierce, Special Counsel, at (202) 551-3754 with any
other questions.

FirstName LastNameRobert Blair                                 Sincerely,
Comapany NameVIASAT INC
                                                               Division of
Corporation Finance
May 9, 2022 Page 2                                             Office of
FirstName LastName