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United States securities and exchange commission logo
July 14, 2021
Luis von Ahn
Chief Executive Officer
Duolingo, Inc.
5900 Penn Avenue
Pittsburgh, PA 15206
Re: Duolingo, Inc.
Registration
Statement on Form S-1
Filed June 28, 2021
File No. 333-257483
Dear Dr. von Ahn:
We have reviewed your 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 June
24, 2021 letter.
Registration Statement on Form S-1 Filed June 28, 2021
Selected Consolidated Financial and Other Data
Consolidated Statements of Operations Data, page 75
1. Notes (b) and (c) to
your computation of pro forma basic and diluted net loss per share
indicate that you
adjusted the denominator to reflect the conversion of stock options.
Please clarify what you
mean by conversion and how these awards convert to common
shares other than by
exercise by the holder. In this regard, your disclosures on page F-23
and F-37 do not include
any conversion terms relating to your stock options. If the awards
have not been exercised
and will not be outstanding shares as a result of the offering,
please clarify why you
have included them in your pro forma weighted average shares
outstanding.
Luis von Ahn
Duolingo, Inc.
July 14, 2021
Page 2
Unaudited Condensed Consolidated Financial Statements
Notes to Unaudited Condensed Consolidated Financial Statements
13. Subsequent Events, page F-40
2. Please include disclosure of the number of RSUs and stock options that
you granted
subsequent to March 31, 2021, the associated compensation expense, and
the period over
which it will be recognized. Please also include this disclosure in your
Selected
Consolidated Financial and Other Data on page 75.
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.
You may contact Laura Veator, Senior Staff Accountant, at (202) 551-3716
or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Matthew Derby, Staff
Attorney, at (202) 551-3334 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.
Sincerely,
FirstName LastNameLuis von Ahn
Division of
Corporation Finance
Comapany NameDuolingo, Inc.
Office of Technology
July 14, 2021 Page 2
cc: Alison Haggerty
FirstName LastName