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We note that you entered into a definitive agreement to acquire MoPub for approximately $1.05 billion. Please tell us what consideration you have given to providing financial statements and pro forma financial information for MoPub pursuant to Rule 3-05 and Article 11 of Regulation S-X. Please provide the significance computations set forth in Rule 1-02(w) of Regulation S-X to support your conclusions.

The Company respectfully advises the Staff that it has considered the financial statements and pro forma financial information requirements of Rule 3-05 of Regulation S-X (“Rule 3-05”) and Article 11 of Regulation S-X (“Article 11”) related to its pending acquisition of MoPub (the “MoPub Acquisition”).

Rest of the answer

Based on the Company’s significance computations using the conditions specified in the definition of significant subsidiary in Rule 1-02(w) of Regulation S-X (the

“Significance Tests”), the Company has determined that the pending MoPub Acquisition does not meet the 20% significance level on any of the Significance Tests, as set forth in more detail below.

Investment Test

The Company measured the significance of the MoPub Acquisition using the investment test by comparing the estimated consideration to be transferred of $1.01 billion against the aggregate worldwide market value of the Company’s voting and non-voting common equity. In determining the aggregate worldwide market value of the

Company’s voting and non-voting common equity, the Company used the average of such aggregate worldwide market value calculated daily for the last five trading days of the Company’s most recently completed month ending prior to the earlier of the Company’s announcement date or agreement date of the MoPub Acquisition, which was September. The Company calculated such aggregate worldwide market value as $17.0 billion. For the avoidance of doubt, the aggregate worldwide market value was determined based on only the Company’s Class A common stock, and not its Class B common stock, because its Class B common stock does not represent traded common equity until a conversion into Class A common stock occurs. Based on these amounts, the investment test resulted in a significance of approximately 6%.

Asset Test

The

Company measured the significance of the MoPub Acquisition using the asset test by comparing the consolidated total assets as of December 31, 2020 of MoPub of $[****] against the consolidated total assets of the Company and its subsidiaries as of December 31, 2020 of $2.15 billion. Based on these amounts, the asset test resulted in a significance of approximately [****]%.

Income Test

Company measured the significance of the MoPub Acquisition by first using the revenue component of the income test by comparing MoPub’s revenue in 2020 of $[****] against the Company’s revenue in 2020 of $1.45 billion. Based on these amounts, the revenue component of the income test resulted in a significance of approximately [****]%. Because the MoPub Acquisition is not significant at a level of greater than 20% based the revenue component of the income test, the Company did not measure the significance of the MoPub Acquisition using the net income component of the income test.

As such, pursuant to paragraph (b)(2) of Rule 3-05, because none of the Significance Tests exceeds 20%, MoPub financial statements are not required for the MoPub Acquisition. Relatedly, because MoPub financial statements are not required pursuant to Rule 3-05, no pro forma financial information is required under Article 11.

In addition, the Company also performed the Significance Tests for all individually insignificant businesses acquired or to be acquired since the beginning of 2021, including MoPub, in aggregate (the “Aggregated Insignificant Businesses”). Based on the Company’s significance computations using the Significance Tests, the Company has determined that the Aggregated

Insignificant Businesses do not meet the 50% significance level on any of the Significance Tests. As such, pursuant to paragraph (b)(2)(iv) of Rule 3-05 and Article 11, pro forma financial information is not required for the Aggregated Insignificant Businesses. For the avoidance of doubt, the Aggregated Insignificant Businesses exclude the significant acquisition of adjust GmbH for which financial statements and pro forma financial information has been provided in the Registration Statement.

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We note that you have business operations in China and your related risk factor disclosure on pages 31 and 41. Please describe your China-based business operations in greater detail and expand your discussion of the risks relating to your China-based operations.

Rest of the question

Additionally, please tell us: • the percentage of revenue you generate from China-based customers; • whether any of your China-based subsidiaries rely on variable interest entity structures; and • whether cash is transferred to you from your China-based subsidiaries.

The Company respectfully advises the Staff that it has revised its risk factor disclosure on page 30 to address the Staff’s comment.

Additionally, the Company advises the Staff that:

for 2020 and the nine months ended September 30, 2021, 1.4% and 0.4% of the Company’s revenue, respectively, was generated from China-based customers;

none of its China-based subsidiaries rely on variable interest entity structures; and cash is not transferred to the Company from its China-based subsidiaries. Read in the reply ↗