December 2, 2021
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | AppLovin Corporation |
Registration Statement on Form S-1 |
File No. 333-261377 |
Acceleration Request |
Requested Date: December 3, 2021 |
Requested Time: 9:00 A.M., Eastern Time |
Ladies and Gentlemen:
Pursuant to Rule 460 under the Securities Act of 1933, as amended (the “Securities Act”), we, the representatives of the underwriters (the “Representatives”), wish to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the public offering of shares of the Registrant’s Class A common stock, as many copies of the preliminary prospectus of AppLovin Corporation, a Delaware corporation (the “Registrant”), as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
We, the undersigned Representatives, have and will, and we have been informed by the participating underwriters that they have and will, comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the proposed offering.
In accordance with Rule 461 of the Securities Act, we hereby join in the request of the Registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 9:00 A.M. Eastern Time on December 3, 2021, or as soon as practicable thereafter, or at such later time as the Registrant or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission. We, the undersigned Representatives, confirm that the underwriters are aware of their obligations under the Securities Act.
* * * *
| Sincerely, | ||
| J.P. MORGAN SECURITIES LLC | ||
| CITIGROUP GLOBAL MARKETS INC. | ||
| BOFA SECURITIES, INC. | ||
| As representatives of the several underwriters listed in Schedule II to the Underwriting Agreement | ||
| J.P. MORGAN SECURITIES LLC | ||
| By: | /s/ Adam Stoeckel | |
| Name: Adam Stoeckel | ||
| Title: Vice President | ||
| CITIGROUP GLOBAL MARKETS INC. | ||
| By: | /s/ Elizabeth Milonopoulos | |
| Name: Elizabeth Milonopoulos | ||
| Title: Managing Director | ||
| BOFA SECURITIES, INC. | ||
| By: | /s/ Magdalena Heinrich | |
| Name: Magdalena Heinrich | ||
| Title: Managing Director | ||
| cc: | Herald Chen, AppLovin Corporation |
Victoria Valenzuela, AppLovin Corporation
Lonnie Huang, AppLovin Corporation
Michael T. Esquivel, Fenwick & West LLP
Ran D. Ben-Tzur, Fenwick & West LLP
James D. Evans, Fenwick & West LLP
Jennifer J. Hitchcock, Fenwick & West LLP
Rezwan D. Pavri, Wilson Sonsini Goodrich & Rosati, P.C.
Lisa L. Stimmell, Wilson Sonsini Goodrich & Rosati, P.C.
Andrew T. Hill, Wilson Sonsini Goodrich & Rosati, P.C.
Lang Liu, Wilson Sonsini Goodrich & Rosati, P.C.
[Signature Page to Acceleration Request]
