APPAppLovin

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”).

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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.

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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 ↗

Include the basis for your estimate "that a year after joining our portfolio, acquired Apps have increased their quarterly revenue over 100% on average.”

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Please clarify that there was a net tangible deficit, not book value, at December 31, 2019.

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We note on page 72 that you derive revenue from business clients that purchase advertising inventory and you are able to grow your Business Revenue by improving your Software, adding more Apps and increasing engagement on existing Apps. Please discuss the changes in revenues due to each of these reasons for the periods presented.

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We also note that you record Software revenue typically on a performance-based, costper-install basis and MAX revenue as a percentage of client spend. Please expand the discussion of Business Revenue to quantify the changes in revenue from period to period from each of these sources due to changes in price and changes in volume. Please see Financial Reporting Codification Section 501.04 for guidance.

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Metrics such as RPEC can be used to support your analysis but should not replace a discussion of price and volume changes from period to period.

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Refer to your Risk Factor disclosure on page 47 in which you state that the accounting for revenue derived from free-to-play mobile games, particularly with regard to revenue generated from digital storefronts, is still evolving and, in some cases, uncertain.

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Please expand your discussion of Consumer Revenue to address current issues regarding revenue generated from digital storefronts, clarifying your accounting policy and the impact of any changes that may evolve.

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Please expand the discussion of changes in Consumer Revenues to quantify the changes in revenue due to increases in the per-transaction price of digital goods and the number of digital goods transactions during the periods presented. Metrics such as MAPs and ARPMAP should support your discussion of changes in revenues rather than being used as the sole measures of changes in revenues.

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We note that you state that until July 2020, you did not retain MAP information. Please tell us whether this information can be derived from your revenue recognition transactions and if so, why you have chosen not to disclose this metric prior to July 2020, as you believe the metric is important for investors.

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If you cannot derive MAP information from your revenue recognition transactions, please tell us what information you utilize to determine that an individual revenue transaction has occurred from a unique mobile device.

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Please expand the discussion to clarify the reason that this gain was recognized for the amendment of earn-out payments rather than recording the change as a purchase price adjustment, i.e. disclose the timing of the acquisition and the timing of the amendment and the reason for accounting for the amendment.

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Please revise to include your basis for the following estimates: • “For example, PeopleFun was acquired in March 2018 and after a year, we estimate PeopleFun had increased its quarterly revenue by over five times and monthly installs on AppDiscovery by nearly seven times.” (See page 99). • “Similarly, in November 2019, we acquired Clipwire Games, which was not a business client.

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After its first year using our Software, we estimate Clipwire Games increased its quarterly revenue by four times and monthly installs on AppDiscovery from zero to 254,000.” (See page 100).

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Refer to your disclosure of Risk Factors on page 29. We note that you may offer discounts for virtual items and give away virtual items, which may impact the perceived value of the virtual items. Please expand your accounting policies revenue recognition and impairment to address these discounts and giveaways, if material.

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We note on page 77 that since 2018 you have invested over $1 billion in 15 strategic acquisitions and partnerships with mobile app developers and for technologies to enhance your Core Technologies. We note on page F-22 that in 2019 you acquired certain intangible assets for $480.6 million.

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We also note on page 137 that you describe the transaction underlying the issuance of the convertible note of $40 million in October and November 2020 as a strategic partnership with Athena FZE. Please expand your accounting policy to address your accounting for the various partnerships that you have entered into since 2018. Please describe the terms and rights of each partner for all material investments that involve strategic partnerships and whether there are related performance targets for the partnerships. Please also expand your MD&A discussion on pages 86 and 89 accordingly.

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Refer to your disclosure in Risk Factors on page 22 that states that a number of mobile apps that achieved early popularity have since seen their user bases or user engagement levels decline. We also note on pages 95 and 99 that since 2018, 31 of your games have ranked in the Top 10 Free Games overall, which implies a rather rapid rise and decline of game popularity.

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Please expand your accounting policies for estimated useful lives of intangible assets and impairment of long-lived assets to address how you incorporate estimates of user bases or user engagement in your accounting policies. Also, specifically address how these estimates impact the lives of virtual items when recognizing Consumer Revenue.

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We note on page F-80 that Machine Zone has entered into a license agreement that has been extended through December 2021. Please expand the disclosure of commitments to disclose the future payments and expected future amortization as of December 31, 2019 totaling $35.3 million.

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We note that you acquired PeopleFun on March 31, 2018 and in December 2018 amended the terms of the earn-out agreement. Since the amendment to the earn-out agreement occurred during the twelve months following the acquisition, please expand the disclosure to explain the reason you did not consider this change to be an adjustment to the purchase price.

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We note on page 144 that the Amended Credit Agreement includes Mandatory Prepayments. Please expand the disclosure of the Credit Agreement to disclose these mandatory prepayments and the conditions that trigger such mandatory prepayments.

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Please expand the disclosure of the year end restructuring of the foreign entity to explain the nature of the restructuring, the foreign jurisdiction that included the restructured entity and more detail regarding the decrease in the deferred tax liability in 2019.

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We note that the exit by the Company from one of the Machine Zone real estate leases was effected contemporaneously with the closing of the acquisition. Please expand the disclosure to explain why this was considered to be a separate transaction and not accounted for in conjunction with the acquisition. Please tell us the basis in ASC 805 for your accounting for this lease termination.

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Financial Statements – Machine Zone, Inc.

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Please revise to clarify when Machine Zone, Inc. became a wholly-owned subsidiary of Applovin.

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We note on page F-71 that the estimated average playing period ("EAPP") is estimated to be generally between six and nine months. We also note on page F-68 that Internal-Use Software Development Costs are amortized over an estimated useful life of generally two to three years.

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Please explain in greater detail how you determine the estimated useful life of game-related software and how that useful life relates to your EAPP.

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We note on page F-71 that Machine Zone, Inc. has recognized digital advertising services on a gross basis as Machine Zone acted as a principal. Please provide a note to the pro forma financial information detailing how the continuing revenue from digital advertising services from previous Machine Zone customers will be recorded following the acquisition.

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Please supplementally provide us with copies of all written communications, as defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the communications.

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Please expand the discussion of Business Revenue to quantify the changes in revenues for each type of change, such as advertising revenue growth from additional Apps developed, advertising revenue growth from existing Apps, if material.

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Also, please expand the discussion to explain the reason for a decline in Software revenue due to increased usage of advertising inventory by your growing Owned Studios and Partner Studios.

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We note your response to comment 4 however we continue to believe that changes in revenues should be addressed on the basis of changes due to price versus changes in volume. While we understand that you may manage your business based on key metrics, this would impact your GAAP segment disclosures rather than addressing requirements of MD&A disclosure.

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Please revise the MD&A discussion of both Business and Consumer revenues to address changes in revenues, by type of revenue, for example, in-app purchases or fees for removing advertisements for Consumer revenue, due to changes in price and volume of your revenue transactions. These revenue trends are important and are required disclosure regardless of whether the individual revenue transactions are for tangible, intangible or virtual products or services. While we understand that you may not retain user-level data related to Consumer Revenue for historical periods, revenue transaction data utilized in recording revenue under GAAP is the basis for such price and volume changes.

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We note that the table does not include amounts related to agreements governing your acquisitions of your Owned Studios and arrangements with Partner Studios to provide for payment contingent upon future performance metrics.

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Please expand the disclosure to provide sufficient detail of all significant agreements for transactions not accounted for as business combinations so that a reader may clearly understand how these various agreements will impact your future operations.

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Refer to your response to comment 12. Please supplementally confirm that revenue generated from durable virtual goods continued to be immaterial in 2020 and 2021 or expand your accounting policy to include how estimates of user bases or user engagement impact the lives of virtual items when recognizing Consumer Revenue.

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Please expand the disclosure on pages F-23, F-44 and F-45 to include a more detailed discussion of the future earn-out payments for each of the asset acquisitions.

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We note on page 118 that the apps you "acquired in 2018 and 2019 have increased their quarterly revenue over 100% on average" based on a comparison of unaudited revenue for such acquired Apps for the three months prior to the acquisition against your revenue from such Apps in the same period in the subsequent year.

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Please expand the disclosure on pages 5 and 126 to clarify that the comparison is from the quarter prior to acquisition to the same period in the subsequent year, since the current more abbreviated disclosure could be interpreted as a quarter to consecutive quarter comparison.

AUSTIN BEIJING BOSTON BRUSSELS HONG KONG LONDON LOS ANGELES NEW

YORK PALO ALTO

SAN DIEGO SAN FRANCISCO SEATTLE SHANGHAI WASHINGTON,

DC WILMINGTON, DE

U.S. Securities and Exchange Commission

Page same period in the subsequent year. Please expand the disclosure on pages 5 and 126 to clarify that the comparison is from the quarter prior to acquisition to the same period in the subsequent year, since the current more abbreviated disclosure could be interpreted as a quarter to consecutive quarter comparison.

The Company respectfully advises the Staff that it has revised its disclosures on

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pages 5 and 124 to address the Staff’s comment.

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We note that you disclose Adjusted EBITDA Margin as a Non-GAAP measure. Please expand the disclosure to include the most directly comparable GAAP financial measure for Adjusted EBITDA Margin with equal or greater prominence. Refer to Item 10(e)(1)(i)(A) of Regulation S-K. Please also revise the disclosure on pages 79, 87 and 102 accordingly.

The Company respectfully advises the Staff that it has revised its disclosures on pages 18, 80, 87, and 102 to address the Staff’s comment. Read in the reply ↗

We note on page 87 that in the calculation of your non-GAAP measure “Adjusted EBITDA” you make an adjustment identified as "Purchase accounting impact to deferred revenue.” Considering deferred revenue was adjusted to fair value at the time of acquisition pursuant to GAAP, this non-GAAP adjustment intended to eliminate the impact of purchase accounting substitutes an individually tailored recognition and measurement

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method for GAAP. Please tell us how you considered the guidance of Question 100.04 of the Division's Non-GAAP C&DIs and Rule 100(b) of Regulation G when presenting this measure.

The Company respectfully advises the Staff that it has revised its disclosures on pages 2, 18, 80, 82, 86, 87, 102, and 119 to address the Staff’s comment. Read in the reply ↗

Refer to your disclosure of Adjusted EBITDA on pages 2 and 119. We note that you include a reconciliation of Adjusted EBITDA to GAAP net income (loss) but that you also discuss your strong cash flow immediately following the discussion of Adjusted EBITDA. Please clarify whether you believe Adjusted EBITDA is a performance measure or a liquidity measure in the disclosures.

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Also, clarify why you do not believe that Cash Flow from Operations is the most directly comparable GAAP financial measure due to the close proximity of your discussion of Adjusted EBITDA to cash flows.

The Company respectfully advises the Staff that it has revised its disclosures on pages 2, 82, and 119 to address the Staff’s comment. The Company advises the Staff that it believes Adjusted EBITDA is a performance measure, and as such reconciles Adjusted EBITDA to net income (loss) as the most directly comparable financial measure calculated in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”).

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The Company notes that its qualitative disclosures on pages 2, 82, and 119 relating to cash flows were intended to describe its cash flows from operations, not Adjusted EBITDA, and the Company believes its revised disclosures clarify this distinction.

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Please expand the disclosure on page 86 to describe, in greater detail, expenses included in "write-offs".

The Company respectfully advises the Staff that its write-offs have not been material for any of the periods presented in the Registration Statement, and as such it has not separately itemized the details of such write-offs in the Registration Statement. For the Staff’s information, the Company had

$2.5 million and $0.9 million in write-offs related to certain property and equipment and intangible assets in 2019 and 2020, respectively. Read in the reply ↗

Please expand the discussion to explain the business purpose for amending the terms of the asset acquisition agreement to settle the acquisition holdback and the reason for the timing of the agreement. Please also disclose the total value of cash and Class A common stock issued along with the amount of any accrual for contingent consideration prior to entering into the agreement.

The Company respectfully advises the Staff that it has revised its disclosures on page 95 to address the Staff’s comment. Read in the reply ↗

Please expand the discussion of revenue changes to quantify each of the reasons for increases in revenues, if material.

The Company respectfully advises the Staff that it has revised its disclosures on pages 102 and 103 to address the Staff’s comment. The Company believes its revised disclosure, in addition to the comparisons of the Company’s revenue from 2018 to 2019 and 2019 to 2020 included elsewhere in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” provides investors with all material information necessary to understand its revenue changes for the periods presented. Read in the reply ↗

We note that you added two of the three paragraphs of proposed disclosure included in your response dated February 9, 2021. Please include the remaining proposed disclosure, "Determining the EAUL is subjective and requires management's judgment. Future playing patterns may differ from historical playing patterns, and therefore the EAUL may change in the future.

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The EAULs are generally between six and nine months." or tell us the basis for your belief that the disclosure is no longer necessary.

The Company respectfully advises the Staff that it has revised its disclosures on pages 110 and

F-11 to address the Staff’s comment. Read in the reply ↗

We note on page 89 that you signed a "definitive" share purchase agreement with Adjust GmbH in February 2021 to acquire all the outstanding shares of Adjust GmbH for $1 billion. We also note that you expect to close on this acquisition in the first half of 2021.

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Please tell us the consideration you have given to Rule 3-05 of Regulation S-X regarding financial statements and Article 11 pro forma financial information for this acquisition. Please provide a detailed analysis of the significance tests and an explanation of the basis of your belief that the registrant's financial statements alone would or would not provide adequate financial information for an IPO investor to make an investment decision. See Financial Reporting Codification section 506.02(c)(ii) for guidance.

advises the Staff that it has considered the pending acquisition (the “Adjust Acquisition”) of Adjust GmbH (“Adjust”) in accordance Rule 3-05 of Regulation S-X (“Rule 3-05”) using the conditions specified in the definition of significant subsidiary in Rule 1-02(w) of

Regulation S-X (the “Significance Tests”).

Investment

Test

The Company measured the significance of the Adjust Acquisition using the investment test by comparing the consideration to be transferred of $996.4 million against the total assets of the Company and its subsidiaries consolidated as of December 31, 2020 of $2.15

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billion (the “2020 Total Company Assets”). Based on these amounts, the Company determined that the Adjust Acquisition is significant at a level of 46% under the investment test.

Asset Test

The Company measured the significance of the Adjust Acquisition using the asset test by comparing the consolidated total assets as of December 31, 2020 of Adjust of $117.2 million1 against the 2020 Total Company Assets and determined that the Adjust Acquisition is significant at a level of 5% under the asset test.

Income Test

The Company measured the significance of the Adjust Acquisition using the income test by comparing Adjust’s revenue in

2020 of $97.2 million against the Company’s revenue in 2020 of $1.45 billion and determined that the Adjust Acquisition is significant at a level of 7% under the income test. Because the Adjust Acquisition was 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 Adjust Acquisition using the net income component of the income test.

Pursuant to paragraph (b)(4) of Rule 3-05, financial statements required for periods specified in paragraph (b)(2) of Rule 3-05 may be omitted in specified circumstances, including if (i) the significance of such transaction does not exceed any of the Significance Tests at the 50% level and (ii) either (A) the consummation of the acquisition has not yet occurred, or (B) the date of the final prospectus relating to an offering as filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, is no more than 74 days after consummation of the business acquisition, and the financial statements have not previously been filed by the registrant. The Company respectfully advises the Staff that (i) the significance of the Adjust

Acquisition does not exceed any of the Significance Tests at the 50% level; and (ii) the consummation of the Adjust Acquisition has not occurred. The Company further advises the Staff that it expects to consummate the Adjust Acquisition in the second quarter of 2021 and intends to file financial statements as required under Rule 3-05 and Article 11 pro forma information on a Form 8-K no more than 75 days after consummation of the Adjust Acquisition in accordance with Rule 3-05(b)(4)(ii) of Regulation S-X.

Adjust’s financial statements were prepared in accordance with International Financial Reporting

Standards (“IFRS”) as issued by the International Accounting Standards Board and are presented in Euros. The Company has not identified any material differences between IFRS and U.S. GAAP that would impact the Significance Tests.

For purposes of the Significance Tests, the Company applied a currency conversion rate of 1.14, based on the average conversion rate of Euros to U.S. Dollars for 2020, to Adjust’s 2020 revenue and applied a currency conversion rate of 1.20, based on the conversion rate of Euros to U.S. Dollars on December 31, 2020, to Adjust’s total assets as of December 31, 2020.

The Company has also considered the Commission’s amendments to the investment test adopted in May 2020, which permit a registrant to use the aggregate worldwide market value of its voting and non-voting common equity, calculated daily from the last five trading days of the most recently completed month ending prior to the earlier of the registrant’s announcement date or agreement date of the acquisition or disposition (the “Aggregate Market Value”) as the denominator when measuring significance using the investment test. The Company notes that, had it completed its initial public offering prior to entering into the definitive agreement related to the Adjust Acquisition such that it could use the Aggregate Market Value rather than the 2020

Total Company Assets as the denominator in measuring significance using the investment test, and assuming a worldwide market value based on the midpoint of the preliminary price range disclosed to the Staff in its correspondence on March 4,

2021, the Adjust Acquisition would not have been significant at a level of greater than 20%.

advises the Staff that on page 90 it has disclosed certain summary consolidated statement of profit or loss and other comprehensive income data for Adjust for 2019 and 2020 to provide investors with a view of the relative scale of Adjust compared to the Company. The Company believes its financial statements, taken together with the existing and additional disclosures regarding Adjust, would provide adequate information for an IPO investor to make an investment decision.

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Refer to the Exchange Agreements on page 165 regarding the Equity Award Exchange Agreement entered into with Mr. Chen for stock options with 2.4 million underlying Class A shares that gives Mr. Chen the right to receive Class B shares instead of Class A shares.

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Please tell us the consideration given to ASC 718-20-35-2A in your accounting for this modification, including how you determined the fair value of the modified award as compared to the original award. If material, revise the disclosure to include subsequent event disclosure of this agreement and the additional expense recorded in conjunction with this modification of the stock incentive award.

The Company respectfully advises the Staff that it has considered the Equity Award Exchange Agreement entered into with

Mr. Chen regarding stock options to purchase 2,360,400 shares of Class A common stock that gives Mr. Chen the right, following the exercise of such stock options, to exchange such shares for shares of Class B common stock in accordance with ASC 718-20-35-2A to determine if the Equity Award Exchange Agreement should be accounted for as a modification of such stock options.

The Company considered the structure of both classes of underlying shares in order to assign value to

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two separate stock attributes: voting rights and economic value. With respect to the economic value, both Class A common stock and Class B common stock (which only is created upon filing of the Company’s amended and restated certificate of incorporation, which will occur following effectiveness of the Company’s IPO and in connection with the closing of the IPO) are entitled to the same participation in the economic results generated by the Company, including dividends, distributions and price of sale.

With respect to voting rights, Class B common stock will have 20 votes per share compared to Class A common stock with one vote per share; however, none of the holders of Class B common stock will individually be able to control the voting power of the Company due to a voting agreement that has been entered into between the holders of Class B common stock, whereby all Class B common stock held by the holders of Class B common stock and their respective permitted entities and permitted transferees will be voted as determined by two of

Adam Foroughi, Herald Chen, and KKR Denali Holdings, L.P. (one of which must be Mr. Foroughi). In addition to other events that may trigger the conversion of shares of Class B common stock to shares of Class A common stock, each share of Class B common stock will convert automatically into one share of Class A common stock upon the date fixed by the Company’s board of directors that is no less than 61 days and no more than 180 days following the date on which the voting agreement is terminated. In addition, the voting right cannot be transferred in a subsequent sale, as Class B common stock must convert to Class A common stock in order to be monetized. In considering the value of the voting rights, the Company also considered the guidance in ASC 820, even though the awards are not directly in the scope of ASC 820. The American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held

Company Equity Securities Issued as Compensation states “…FASB ASC 820 applies when another FASB ASC topic requires or permits fair value measurements or disclosures about fair value measurements; however, FASB ASC 820-10-15-2 states that the guidance in FASB ASC 820 does not apply to accounting principles that address share-based payment transactions. Therefore, FASB ASC 820 is not required to be used as definitive guidance when valuing share-based payments granted under FASB ASC 718. However, while acknowledging that the measurement principle under FASB ASC 718 is fair value based, largely because pre-vesting conditions are not considered in the calculation of compensation cost, there are concepts within FASB ASC 820 that may be helpful when measuring the cost of share-based payments” … “The Equity Securities Task Force (the “task force”) also believes that FASB ASC 820 contains many concepts that entities may find helpful when estimating the fair value of the underlying equity shares in a share-based payment award measured under FASB ASC 718. Therefore, the task force recommends referring to the general measurement guidance in FASB ASC 820 for purposes of estimating the fair value of the underlying equity shares that is used to measure a share-based payment award issued within the scope of FASB ASC 718.” As such, the Company evaluated the guidance in ASC 820 in its fair value consideration from a market participant perspective, noting that a market participant would not ascribe any value to the voting rights.

The Company therefore believes that the economic values of both classes of stock are undifferentiated.

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We note on page 1 that references to "common stock" includes your Class A common stock, Class B common stock and Class C common stock. We also note on page 165 that Class B will have 20 votes, Class B shareholders will control the registrant following the IPO and "exchange agreements" with the Class B Stockholders "and certain related entities" will automatically convert their Class A shares to Class B shares prior

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to effectiveness of the IPO. Please include detailed disclosure of the capital structure change as a subsequent event that occurs prior to effectiveness. Please include in your disclosure the terms of the new classes on common stock and whether all shareholders prior to the capital structure change participated equally in the issuance of Class B common stock. If not, disclose your accounting methodology for the change in capital structure regarding any preferential treatment of certain investors (i.e. special stock dividends). General

The Company respectfully advises the Staff that it has included a detailed disclosure of the capital structure changes, which will go into effect following the effectiveness of the IPO and in connection with the closing of the IPO, on pages F-47 and

F-48 to address the Staff’s comment. As disclosed on pages F-47 and F-48, Adam Foroughi, the Company’s co-founder, CEO and Chairperson, Herald Chen, the Company’s President and Chief Financial Officer, and a member of the Company’s board of directors, and KKR Denali Holdings, L.P.

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will together with affiliated trusts and entities hold all of issued and outstanding shares of the Class B common stock. However, except for the difference in voting rights of shares of Class B common stock, which is deemed to have no value, all shareholders prior to the capital structure change will participate equally in the economics offered by Class A common stock or Class B common stock. As such, the Company has concluded that there are no preferential treatments to certain investors.

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Please revise the graphics at the forefront of the registration statement to present a balanced picture of the company’s financial health. In this respect, we note that the company incurred a net loss of $125.9 million in 2020 and indication of such should be given equal prominence with the current presentation emphasizing revenue growth. Refer to Securities Act Forms C&DI 101.02.

Company respectfully advises the Staff that it has revised its graphics at the forefront of the registration statement to address the Staff’s comment. Read in the reply ↗

We note the disclosure indicates the federal district courts will be the exclusive forum for Securities Act claims. Please revise the disclosure to address any uncertainty around the enforceability of the provision, given the concurrent jurisdiction provided in Section 22 of the Securities Act.

BRUSSELS HONG KONG LONDON LOS ANGELES NEW

YORK PALO ALTO

SAN DIEGO SAN

FRANCISCO SEATTLE SHANGHAI WASHINGTON, DC WILMINGTON, DE

U.S. Securities and Exchange Commission

Page

The Company respectfully advises the Staff that it has revised its disclosure on page 65 to address the Staff’s comment. Read in the reply ↗

You disclose that the company requested to draw down an additional $250M from the company’s $600M revolving credit facility, which it expects to close on March 31, 2021. Please reconcile this disclosure with your disclosure that the company intends to use $400M of the net proceeds to repay the entire outstanding amount under the revolving credit facility.

The Company respectfully advises the Staff that, following the draw down of an additional $250 million under the Company’s revolving credit facility, which occurred on March 31, 2021, the outstanding amount under such facility is $400 million. The Company intends to use a portion of the net proceeds from the offering to repay that amount in full. The Company has updated its disclosures throughout Amendment No. 2 following this draw down and has revised Amendment No. 2 to clarify that, following the draw down, the outstanding balance on the revolving credit facility was $400 million. Read in the reply ↗

Your cross-reference to disclosure under your "Underwriting (Conflicts of Interest)" seems misplaced. Please advise or revise.

The Company respectfully advises the Staff that it has revised its disclosure on page 69 to clarify the cross-reference to the section titled “Underwriters (Conflicts of Interest)” to address the Staff’s comment. Read in the reply ↗

We note the disclosure stating you have agreed to indemnify and hold KPMG harmless for any legal costs and expenses incurred by KPMG in successful defense of any legal action that arises as a result of KPMG’s consent to the inclusion of its audit report on Machine Zone, Inc.’s past financial statements included in the filing.

Rest of the question

We also note your amended and restated bylaws which will provide that the company "may indemnify to the fullest extent permitted by law any person who is or was a party or is threatened to be made a party to any action, suit or proceeding by reason of the fact that they are or were one of our employees or agents or is or was serving at our request as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise" (page 167). Please confirm, if true, that the indemnification agreement you have with KPMG does not permit indemnification in circumstances other than the successful defense of any legal Machine Zone, Inc.’s past financial statements included in the filing. Also, explain to us whether the provision in your revised bylaws relating to indemnification of agents will apply to KPMG, and whether it is also intended to extend to your independent registered accountant.

The Company respectfully advises the Staff that the indemnification agreement it has with KPMG does not include indemnification in circumstances other than the successful defense of any legal action that arises as a result of KPMG’s consent to the inclusion of its audit report on Machine Zone, Inc.’s past financial statements included in the filing. The Company further advises the Staff that the provision in its revised bylaws relating to indemnification of agents does not apply to KPMG or the Company’s independent registered public accounting firm. Read in the reply ↗