United States securities and exchange commission logo
March 31, 2021
Herald Chen
President & Chief Financial Officer
Applovin Corporation
1100 Page Mill Road
Palo Alto, California 94304
Re: Applovin
Corporation
Amendment No. 1 to
Registration Statement on Form S-1
Filed March 22,
2021
File No. 333-253800
Dear Mr. Chen:
We have reviewed your amended registration statement 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 disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our March
18, 2021 letter.
Form S-1/A filed March 22, 2021
Risk Factors, page 64
1. 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.
Herald Chen
FirstName LastNameHerald Chen
Applovin Corporation
Comapany
March NameApplovin Corporation
31, 2021
March2 31, 2021 Page 2
Page
FirstName LastName
Use of Proceeds, page 69
2. 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.
3. Your cross-reference to disclosure under your "Underwriting (Conflicts
of Interest)"
seems misplaced. Please advise or revise.
Experts, page 212
4. 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. 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
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. 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.
You may contact Claire DeLabar, Staff Accountant, at (202) 551-3349 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have
questions
regarding comments on the financial statements and related matters. Please
contact Alexandra
Barone, Staff Attorney, at (202) 551-8816 or Larry Spirgel, Office Chief, at
(202) 551-3815 with
any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology