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                              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