United States securities and exchange commission logo





                            August 19, 2022

       John Riccitiello
       Chief Executive Officer
       Unity Software Inc.
       30 3rd Street
       San Francisco, California 94103

                                                        Re: Unity Software Inc.
                                                            Registration
Statement on Form S-4
                                                            Filed July 29, 2022
                                                            File No. 333-266418

       Dear Mr. Riccitiello:

              We have limited our review of your registration statement to
those issues we have
       addressed in our 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.

       Registration Statement on Form S-4 filed July 29, 2022

       Questions and Answers about the Merger and the Unity Special Meeting,
page 1

   1.                                                   Please add a question
and answer addressing the intent of the company to conduct a PIPE
                                                        investment following
the close of the merger. Your disclosure should clearly highlight the
                                                        intended purpose of the
PIPE, the strategic rationale for structuring it using convertible
                                                        debt, the drawbacks of
the PIPE, the conflicts of interest, and any related risks to
                                                        shareholders of the
combined company. Provide cross references to a more detailed
                                                        discussion.
 John Riccitiello
FirstName  LastNameJohn Riccitiello
Unity Software   Inc.
Comapany
August 19, NameUnity
           2022       Software Inc.
August
Page 2 19, 2022 Page 2
FirstName LastName
Risk Factors, page 41

2.       Please add a risk factor addressing the PIPE investment. Your risk
factor should highlight
         that the PIPE will substantially increase the combined company's
balance sheet
         indebtedness. Additionally, your disclosure should clarify that while
Unity's board views
         the use of the PIPE to conduct stock buybacks as an accretive measure,
there is no
         guarantee of accretion and significant risk of dilution to
shareholders if the conversion
         feature is exercised.
Background of the Merger, page 78

3.       Please supplement your disclosure with a description of the
significant events related to
         AppLovin's unsolicited proposal. Discuss how Unity Board concluded
that such proposal
         was not in the best interests of shareholders, describe the financial
and strategic evaluation
         undertaken, and disclose any other material considerations of the
Board. Additionally,
         with a view toward disclosure, please tell us whether any
representatives of Unity had
         engaged in formal or informal discussions with AppLovin in advance of
the unsolicited
         proposal, or whether such conversations have taken place since receipt
of the proposal.
The Merger, page 78

4.       We note that subject to board approval you intend to conduct a PIPE
investment
         consisting of convertible notes to initiate a stock buyback program
following the closing
         of the merger. Please disclose the anticipated amount of shares that
you will be
         authorized to repurchase, the intended duration of the program, the
mechanics of the
         program, and any related risks. Your disclosure should describe the
objective for the
         stock buyback program and the criteria that you intend to use to
determine the timing and
         amount of shares you will repurchase.
Certain Unaudited Prospective Financial Information, page 115

5.       Revise to disclose all material assumptions underlying each set of
financial projections.
 John Riccitiello
FirstName  LastNameJohn Riccitiello
Unity Software   Inc.
Comapany
August 19, NameUnity
           2022       Software Inc.
August
Page 3 19, 2022 Page 3
FirstName LastName
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Austin Pattan, Staff Attorney, at (202) 551-6756 or
Joshua Shainess,
Legal Branch Chief, at (202) 551-7951 with any questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Technology
cc:      David Slotkin