SecProbe.io

CORRESP
 1
 filename1.htm

 CORRESP

 Bumble Inc.
 1105 West 41st Street Austin,
Texas 78756 March 24, 2026 VIA
EDGAR Securities and Exchange Commission Division of
Corporation Finance 100 F Street, N.E. Washington, D.C.
20549 Attention: Mitchell Austin and Jan Woo

 Re:
 Bumble Inc.
 Registration Statement on Form S-3
 File No. 333-294384
 Ladies and Gentlemen: Pursuant to Rule 461
under the Securities Act of 1933 (as amended, the “Securities Act”), Bumble Inc. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it may become
effective at 2:00 p.m., Washington, D.C. time, on March 26, 2026, or as soon as possible thereafter. In this regard, the Company is aware of its obligations under the Securities Act.

 Very truly yours,

 BUMBLE INC.

 By:

 /s/ Kevin D. Cook

 Name:

 Kevin D. Cook

 Title:

 Chief Financial Officer
 cc: William R. Golden III, Simpson Thacher & Bartlett LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 23, 2026

Whitney Wolfe Herd
Chief Executive Officer
Bumble Inc.
1105 West 41st Street
Austin, TX 78756

 Re: Bumble Inc.
 Registration Statement on Form S-3
 Filed March 17, 2026
 File No. 333-294384
Dear Whitney Wolfe Herd:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Mitchell Austin at 202-551-3574 or Jan Woo at
202-551-3453 with any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: William Golden
</TEXT>
</DOCUMENT>

November 13, 2024
Anuradha Subramanian
Chief Financial Officer
Bumble Inc.
1105 West 41st Street
Austin, TX 78756
Re:Bumble Inc.
Form 10-K for the fiscal year ended December 31, 2023
File No. 001-40054
Dear Anuradha Subramanian:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Elizabeth Monteleone

CORRESP
1
filename1.htm

CORRESP

 1105 West 41st Street

Austin, Texas 78756

 October 22, 2024

VIA EDGAR SUBMISSION

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Technology

 100 F Street, N.E.

 Washington, D.C. 20549

Attn. Melissa Kindelan and Kathleen Collins

 Re: Bumble Inc.

 Form 10-K for the fiscal year ended December 31, 2023

File No. 001-40054

Ladies and Gentlemen,

 Bumble Inc. (“Bumble” or the
“Company”) submits this letter in response to the comments contained in the correspondence of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated October 8, 2024 (the
“Comment Letter”), relating to the Form 10-K for the fiscal year ended December 31, 2023 (the “Form 10-K”).

For reference purposes, the text of the comments in the Comment Letter have been reproduced herein (in bold), with the Company’s response below each
numbered comment.

 Form 10-K for the fiscal year ended December 31, 2023

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies and Estimates

Business Combination, page 67

1.
 You state on page 84 that you perform a qualitative assessment to determine whether it is more likely than
not that the fair value of a reporting unit is less than its carrying value and the result of that assessment determines whether you perform a quantitative impairment test. Please revise to clarify which assessment(s) was performed. If you performed
a quantitative impairment test, tell us the percentage by which the estimated fair value exceeded the carrying value for each reporting unit. If a reporting unit is at risk of impairment, disclose the percentage by which the fair value exceeded the
carrying value and describe any potential events and/or changes in circumstances, such as a decrease in your market capitalization, that would reasonably be expected to negatively affect any key assumptions. If you determined that the fair value
substantially exceeded the carrying value of your reporting units, please disclose that fact.

 Bumble respectfully
acknowledges the Staff’s comment. We advise the Staff that we will revise our disclosure on goodwill impairment assessment in future filings beginning with our Quarterly Report on Form 10-Q for the period
ended September 30, 2024. We provide an example of disclosure below. Please note that the example disclosure below pertains to the Form 10-K for the fiscal year ended December 31, 2023. For future
filings, facts and circumstances during our future impairment assessments may necessitate revisions to such disclosure. The Company further advises the Staff that in connection with the preparation of its financial statements as of and for the three
and nine months ended September 30, 2024, the Company is currently performing an interim impairment test of goodwill, the results of which will be reflected in its forthcoming Quarterly Report on Form
10-Q for the period ended September 30, 2024, with a currently anticipated filing date of November 7, 2024.

 Management’s Discussion and Analysis of Financial Condition and Results of
Operations

 Critical Accounting Policies and Estimates

Business Combination, page 67

Goodwill represents the excess of the purchase price of an acquired business over the fair value of net assets acquired. We test for goodwill
impairment annually as of October 1 or more frequently when events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.

During each annual impairment test, we have the option to first assess qualitatively whether it is more likely than not that the fair value of
a reporting unit is less than its carrying amount. The qualitative assessment includes, but is not limited to: (i) deterioration in macroeconomic conditions or changes in market competitiveness; (ii) significant changes in cash flows and
cost factors; (iii) changes in planned use of the assets; (iv) a significant decline in the Company’s stock price for a sustained period; and (v) a significant change in the Company’s market capitalization relative to its
net book value.

 As a result of the qualitative assessment, if we determine that it is more likely than not (i.e., greater than 50%
likelihood) that the fair value of a reporting unit is less than its carrying amount, we perform a quantitative test by estimating the fair value of the reporting unit. If the carrying value of a reporting unit exceeds its fair value, we record
goodwill impairment loss equal to the excess of the carrying value of the reporting unit over its fair value, not to exceed the carrying amount of goodwill. Alternatively, we are permitted to bypass the qualitative assessment and proceed directly to
performing the quantitative assessment.

 We consider both the income and market approaches to estimate the fair value of a reporting unit.
The income approach utilizes a discounted cash flow analysis. The market approach utilizes comparable public company information and key valuation multiples and considers a market control premium and guideline transactions, when applicable. The
estimated fair value of a reporting unit is highly sensitive to changes in management’s estimates and assumptions including, but not limited to, the revenue growth rate, discount rate and valuation multiples.

During the years ended December 31, 2023, 2022 and 2021, there were no impairment charges recorded for goodwill. Based on our qualitative
assessments during each of those periods, management determined that it was not more likely than not that the fair value of the Company’s reporting unit was less than its carrying value; therefore a more detailed quantitative analysis was not
necessary and goodwill was not impaired for each of those periods. Refer to Note 8, Goodwill and Intangible Assets, net to our consolidated financial statements included elsewhere in this Annual Report on Form
10-K.

 Bumble respectfully advises the Staff that conforming changes will be made to Note 2
(Summary of Selected Significant Accounting Policies – Goodwill) and Note 8 (Goodwill and Intangible Assets, net – Goodwill) in its Notes to Consolidated Financial Statements.

Notes to Consolidated Financial Statements

Note 18. Segment and Geographic Information, Page 112

2.
 Please revise to separately disclose the amount of revenue attributable to the United States, your country
of domicile. Refer to ASC 280-10-50-41.

Bumble respectfully acknowledges the Staff’s comment. We advise the Staff that we will separately disclose revenue attributable to the
United States in future annual and quarterly filings beginning with our Quarterly Report on Form 10-Q for the period ended September 30, 2024 as set forth below, in accordance with ASC 280-10-50-41.

 2

 Notes to Unaudited Condensed Consolidated Financial Statements

Note 13 – Segment and Geographic Information

Three Months Ended
September 30, 2024

Three Months Ended
September 30, 2023

Nine Months Ended
September 30, 2024

Nine Months Ended
September 30, 2023

 United States

$
— 

— 
%

$
— 

— 
%

$
— 

— 
%

$
— 

— 
%

 Rest of the world

— 

— 
%

— 

— 
%

— 

— 
%

— 

— 
%

 Total

$
— 

— 
%

$
— 

— 
%

$
— 

— 
%

$
— 

— 
%

 The United States is the only country with revenues of 10% or more of the Company’s total revenue for the
three and nine months ended September 30, 2024 and 2023.

 Note 19. Commitments and Contingencies, page 115

3.
 We note that as of December 31, 2023 and 2022, you have determined provisions of $65.8 million and
$20.5 million, respectively, reflect your best estimate of any probable future obligation for your litigations. We further note your reference to not being able to predict the outcome or liability related to the various matters. Please revise
such disclosure to clarify whether you believe there is at least a reasonable possibility that a loss or an additional loss in excess of amounts already accrued may have been incurred for these or any matters, and if so, disclose an estimate of such
loss or range of loss or state that such estimate of possible losses cannot be made. Refer to ASC 450-20-50-3.

 Bumble respectfully acknowledges the Staff’s comment. We advise the Staff that as of the filing dates of the
Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and December 31, 2022, respectively, the Company had determined that, while a loss in excess of accrued liabilities was
reasonably possible, a reasonable estimate of the amount or range of possible loss in excess of amounts already accrued could not be made at such times. In future annual and interim filings beginning with our Quarterly Report on Form 10-Q for the period ended September 30, 2024, we will provide the applicable disclosures required by ASC
450-20-50-3 based on the current facts and circumstances at the time of filing, including a statement as to whether a loss is
reasonably possible in excess of recorded amounts, and if so, the amount or range of such loss, if it can be estimated (or a statement that a reasonable estimate cannot be made at that time).

Please do not hesitate to call me at (919) 394-0587 or email me at anu.subramanian@team.bumble.com with any questions
or further comments you may have regarding this filing or if you wish to discuss the above responses.

 Sincerely,

/s/ Anuradha B. Subramanian

 Chief Financial Officer

 cc:
Elizabeth Monteleone, Chief Legal Officer

 3

October 8, 2024
Anuradha Subramanian
Chief Financial Officer
Bumble Inc.
1105 West 41st Street
Austin, TX 78756
Re:Bumble Inc.
Form 10-K for the fiscal year ended December 31, 2023
File No. 001-40054
Dear Anuradha Subramanian:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Estimates
Business Combination, page 67
1.You state on page 84 that you perform a qualitative assessment to determine whether
it is more likely than not that the fair value of a reporting unit is less than its carrying
value and the result of that assessment determines whether you perform a quantitative
impairment test. Please revise to clarify which assessment(s) was performed. If you
performed a quantitative impairment test, tell us the percentage by which the
estimated fair value exceeded the carrying value for each reporting unit. If a reporting
unit is at risk of impairment, disclose the percentage by which the fair value exceeded
the carrying value and describe any potential events and/or changes in circumstances,
such as a decrease in your market capitalization, that would reasonably be expected to
negatively affect any key assumptions. If you determined that the fair value
substantially exceeded the carrying value of your reporting units, please disclose that
fact.

October 8, 2024
Page 2
Notes to Consolidated Financial Statements
Note 18. Segment and Geographic Information, page 112
2.Please revise to separately disclose the amount of revenue attributable to the United
States, your country of domicile. Refer to ASC 280-10-50-41.
Note 19 - Commitments and Contingencies, page 115
3.We note that as of December 31, 2023 and 2022, you have determined provisions of
$65.8 million and $20.5 million, respectively, reflect your best estimate of any
probable future obligation for your litigations. We further note your reference to not
being able to predict the outcome or liability related to the various matters. Please
revise such disclosure to clarify whether you believe there is at least a reasonable
possibility that a loss or an additional loss in excess of amounts already accrued may
have been incurred for these or any matters, and if so, disclose an estimate of such
loss or range of loss or state that such estimate of possible losses cannot be made.
Refer to ASC 450-20-50-3.
            In closing, 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.
            Please contact Melissa Kindelan at 202-551-3564 or Kathleen Collins at 202-551-
3499 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Elizabeth Monteleone

CORRESP
1
filename1.htm

CORRESP

 September 7, 2021

VIA EDGAR

Re:
 Bumble Inc.

Registration Statement on Form S-1

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Priscilla Dao

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Bumble Inc. (the “Company”) hereby requests that the effective
date of the above-referenced Registration Statement be accelerated so that it may become effective at 4:15 p.m., Washington, D.C. time, on September 9, 2021, or as soon as possible thereafter. In this regard, the Company is aware of its
obligations under the Securities Act.

 [Signature Page Follows]

Very truly yours,

BUMBLE INC.

By:

 /s/ Laura Franco

Name: Laura Franco

Title:   Chief Legal and Compliance Officer

 [Signature Page to Acceleration Request Letter]

CORRESP
1
filename1.htm

CORRESP

Simpson Thacher & Bartlett LLP

 900 G STREET, NW

WASHINGTON, D.C. 20001

 TELEPHONE: +1-202-636-5500

 FACSIMILE: +1-202-636-5502

 Direct Dial Number

 +1-202-636-5804

 E-mail Address

jbonnie@stblaw.com

VIA EDGAR

September 7, 2021

Re:
 Acceleration Request for Bumble Inc.

Registration Statement on Form S-1

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Priscilla Dao

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, we attach the requests of our client, Bumble Inc., and of the underwriters
that effectiveness of the above-referenced Registration Statement be accelerated to 4:15 p.m., Washington, D.C. time, on September 9, 2021, or as soon as practicable thereafter. We ask, however, that the Securities and Exchange Commission
staff not accelerate such effectiveness until we speak with you on that date.

 Call me at (202)
636-5804 with any questions.

 Very truly yours,

 /s/ Joshua Ford Bonnie

 Joshua Ford Bonnie

CORRESP
1
filename1.htm

CORRESP

 September 7, 2021

VIA EDGAR

Re:
 Bumble Inc.

Registration Statement on Form S-1

Division of Corporation Finance

 Office of Technology

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Priscilla Dao

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Act”), and as representatives of the several underwriters of the proposed public offering of Bumble Inc.’s (the “Company”) Class A common stock, we wish to advise you
that we hereby join the Company’s request that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 4:15 p.m., Washington, D.C. time, on September 9, 2021, or as soon as
possible thereafter or at such later time as the Company or its counsel may request.

 Pursuant to Rule 460 under the Act, we, as
representatives of the several underwriters, wish to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of
preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 We, the undersigned, as
representatives of the several underwriters, have complied and will continue to comply, and we have been informed by the participating underwriters that they have complied and will continue to comply, with the
48-hour requirement of Rule 15c2-8(b) under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

Very truly yours,

 GOLDMAN SACHS & CO. LLC

CITIGROUP GLOBAL MARKETS INC.

As the representatives of the several underwriters

GOLDMAN SACHS & CO. LLC

By:

 /s/ Rebecca Steinthal

Name: Rebecca Steinthal

Title: Managing Director

CITIGROUP GLOBAL MARKETS, INC.

By:

 /s/ Zachary Gitomer

Name: Zachary Gitomer

Title: Director

 [Signature Page to the Underwriters’ Acceleration Request Letter]

United States securities and exchange commission logo
August 30, 2021
Anu Subramanian
Chief Financial Officer
Bumble Inc.
1105 West 41st Street
Austin, Texas 78756
Re:Bumble Inc.
Draft Registration Statement on Form S-1
Submitted August 23, 2021
CIK No. 0001830043
Dear Ms. Subramanian:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. 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.
            Please contact Priscilla Dao, Staff Attorney, at (202) 551-5997 or Jan Woo, Legal Branch
Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       William Golden

CORRESP
1
filename1.htm

CORRESP

 Simpson Thacher & Bartlett LLP

900 G STREET, NW

WASHINGTON, D.C. 20001

TELEPHONE:
+1-202-636-5500

FACSIMILE:
+1-202-636-5502

 Direct Dial Number

 +1-202-636-5804

 E-mail Address

jbonnie@stblaw.com

VIA EDGAR

    February 8, 2021

Re:
 Acceleration Request for Bumble Inc.

Registration Statement on Form S-1 (File No. 333-252124)

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Mitchell Austin, Esq.

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, we attach the requests of our client, Bumble Inc., and of the underwriters
that effectiveness of the above-referenced Registration Statement be accelerated to 12:00 p.m., Washington, D.C. time, on February 10, 2021, or as soon as practicable thereafter. We ask, however, that the Securities and Exchange Commission
staff not accelerate such effectiveness until we speak with you on that date.

 Call me at (202)
636-5804 with any questions.

Very truly yours,

/s/ Joshua Ford Bonnie

Joshua Ford Bonnie

CORRESP
1
filename1.htm

CORRESP - Comment Response Letter

 Simpson Thacher & Bartlett LLP

900 G STREET, NW

WASHINGTON, D.C. 20001

TELEPHONE:
+1-202-636-5500

FACSIMILE:
+1-202-636-5502

 Direct Dial Number

 (202) 636-5804

 E-mail Address

jbonnie@stblaw.com

 February 8, 2021

VIA EDGAR

 Re: Bumble Inc.

Amendment No. 3 to Registration Statement

on Form S-1

Filed February 8, 2021

File No. 333-252124

Mitchell Austin, Esq.

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 Dear Mr. Austin:

On behalf of Bumble Inc. (“Bumble” or the “Company”), we hereby transmit via EDGAR for filing with the Securities and
Exchange Commission Amendment No. 3 (“Amendment No. 3”) to the above-referenced Registration Statement on Form S-1 (the “Registration Statement”), relating to the offering of
shares of its Class A common stock, marked to show changes from Amendment No. 2 to the Registration Statement filed on February 2, 2021 (“Amendment No. 2”). The Registration Statement has been revised in response to the
Staff’s comments and to reflect certain other changes. To assist your review, we have retyped the text of

Securities and Exchange Commission

 2

February 8, 2021

the Staff’s comments in italics below. Please note that all references to page numbers in our responses refer to the page numbers of Amendment No. 3. The responses and information
described below are based upon information provided to us by Bumble. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Registration Statement.

Amendment No. 2 to Registration Statement on Form S-1

Cover Page

1.
 We note revisions made to the cover page in response to prior comment 1. Please further revise the cover
page to clearly explain: (1) the meaning of the phrase “High Vote Termination Date” in plain English; and (2) how providing disparate voting rights will promote the board’s ability to execute Bumble’s mission-first
strategy.

 In response to the Staff’s comment, the Company has further revised the cover page to clearly explain
in plain English the duration of the Principal Stockholders’ outsized voting rights and how providing disparate voting rights will promote the board’s ability to execute Bumble’s mission-first strategy. The revisions to the cover page
are as follows:

 In general, holders of shares of our Class A common stock are entitled to one vote
for each share of Class A common stock held of record on all matters on which stockholders are entitled to vote generally. Each holder of Class B common stock shall generally be entitled, without regard to the number of shares of
Class B common stock held by such holder, to one vote for each Common Unit (as defined herein) of Buzz Holdings L.P., a Delaware limited partnership (“Bumble Holdings”) held by such holder on all matters on which stockholders of
Bumble Inc. are entitled to vote generally. Notwithstanding the foregoing, unless they elect otherwise, each of Whitney Wolfe Herd, the founder of Bumble (our “Founder”) and affiliates of The Blackstone Group Inc. (“Blackstone”
or “our Sponsor”), to whom we refer collectively as our “Principal Stockholders,” will be entitled to outsized voting rights as follows.
Until seven years from the closing of this offering (or, if earlier, the date the parties to the stockholders agreement
we intend to enter into in connection with this offering cease to own in the aggregate 7.5% of the outstanding shares of Class A common stock, assuming the exchange of all Common Units), each
share of Class A common stock held by a Principal Stockholder will entitle such Principal Stockholder to ten votes and each Principal Stockholder that holds Class B common stock will be

Securities and Exchange Commission

 3

February 8, 2021

entitled, without regard to the number of shares of Class B common stock held by such Principal Stockholder, to a number of votes equal to 10 times the aggregate number of Common Units
(including Common Units issued upon conversion of vested Incentive Units (as defined herein)) of Bumble Holdings held by such Principal Stockholder. See “Description of Capital Stock.” The purpose of providing our Principal Stockholders
with outsized voting rights, subject to a reasonable time-based sunset, is to promote the ability of our board of directors, during Bumble’s initial years as a
public company, to execute our mission-first strategy
by reducing, during Bumble’s initial years as a public company, the board’s exposure to pressure that might be brought by activist shareholders to focus on short-term objectives rather than our long-term strategy.

 Organization Structure, page 78

2.
 We note your response to prior comment 3; yet, it is still not clear why it was necessary to accomplish your
post-IPO capital structure by having differing voting rights for both the Class A and Class B common stock. Advise whether there was a reason why the desired relative voting power among the Pre-IPO shareholders, Pre-IPO common unitholders, Principal Stockholders and public shareholders was not established through differing voting rights for only the Class B
common stock with the Class A common stock having one vote per share for all holders.

 The Company respectfully
advises the Staff that its desired post-IPO capital structure is to have its Principal Stockholders (i.e., its Founder and entities affiliated with Blackstone) to have voting interests in Bumble Inc. equal to
10 times the number of economic interests held by such Principal Stockholders, subject to a reasonable time-based sunset. As previously noted in our letter to the Staff dated January 28, 2021, the Reorganization Transactions, and in particular
those described in “Organizational Structure—Blocker Restructuring,” result in certain affiliates of Blackstone holding shares of Class A common stock while its Founder and other affiliates of Blackstone hold Common Units and
Class B shares. Bumble believes the most direct and straightforward way to achieve its desired voting structure is to simply attach the voting rights that each Principal Stockholder is intended to hold to the shares in Bumble Inc. that such
Principal Stockholder will acquire in the Reorganization Transactions (whether shares of Class A common stock or Class B common stock).

3.
 Revise your pre- and
post-IPO organizational charts to include the Principal Stockholders. In addition, revise the pre-IPO chart to reflect the ownership interests of the Pre-IPO shareholders and common unitholders.

 The Company has revised its pre- and post-IPO organizational charts on pages 12, 78 and 79 to include the Principal Stockholders. In addition, the Company has revised the
pre-

Securities and Exchange Commission

 4

February 8, 2021

IPO organizational chart on page 78 to reflect the ownership interests of the Pre-IPO Shareholders and the Pre-IPO
Common Unitholders.

 Description of Capital Stock, page 222

4.
 Disclosure added in response to prior comment 1 indicates that shares of Class A and Class B
common stock generally are not entitled to outsized voting rights in the hands of any transferee of a Principal Stockholder’s Class A or Class B common stock and common units. Further, you note that Blackstone may assign its rights
and obligations under the stockholders agreement, including its ability to designate an assignee as a Principal Stockholder. In light of the above disclosure, including your use of the word “generally,” please revise to more clearly
summarize the extent to which the identity of the Principal Stockholders may change following the IPO, and how shareholders would be informed of any such changes.

The Company has revised its disclosure on page 221 to remove the use of the word “generally” and clarify that the only
circumstance in which the identity of the Principal Stockholders may change following the IPO is if Blackstone were to designate an assignee of its rights and obligations under the stockholders agreement as a “Principal Stockholder,” in
which event the Company would disclose this change in its future reporting under the Exchange Act. The revisions to page 221 are as follows:

Shares of Class A common stock and Class B common stock generally are not entitled to outsized voting rights in the hands of any transferee of a Principal
Stockholder’s Class A common stock or Class B common stock and Common Units that is not itself a Principal Stockholder. Accordingly, these outsized voting rights are generally not transferable to other holders and the transfer or sale of shares of Class A common stock or
Common Units by a Principal Stockholder to other holders will generally terminate the outsized voting
rights.
AsHowever,
as described under “Certain Relationships and Related Person Transactions—Stockholders Agreement,” our Sponsor and its affiliates may assign their rights and obligations under the
stockholders agreement, in whole or in part, without our prior written consent, including toand may designate an assignee as a “Principal Stockholder” for
the purposes of the voting provisions of our amended and restated certificate of incorporation, which would
entitle any such transferee to outsized voting rights with respect to shares of Class A common stock or Class B common stock and Common Units transferred by our Sponsor to such transferee. If the identity of our Principal Stockholders were
to change following this offering, we will disclose this change in our future reporting under the Exchange Act.

Securities and Exchange Commission

 5

February 8, 2021

 General

5.
 We note that your Principal Stockholders table discloses the number of common units beneficially owned by
the Principal Stockholders. Please clarify whether you intend to update this disclosure annually or more frequently. If the latter, please clarify how this ongoing disclosure will be provided.

The Company advises the Staff that it intends to include the number of Common Units beneficially owned by its Principal Stockholders in all
future filings by the Company that require the information required by Item 403 of Regulation S-K.

6.
 It appears that Accel will no longer be a Principal Stockholder. If true, please file a revised stockholders
agreement to reflect this. Alternatively, if Accel will be a Principal Stockholder, please revise your disclosures accordingly.

The Company confirms that Accel will no longer be a Principal Stockholder and has filed a revised form of stockholders agreement as Exhibit
10.5 with Amendment No. 3.

*                *
         *                *                *

Securities and Exchange Commission

 6

February 8, 2021

 Please do not hesitate to call me at 202-636-5804 or William R. Golden III at 202-636-5526 with any questions or further comments you may have regarding this filing
or if you wish to discuss the above responses.

 Very truly yours,

/s/ Joshua Ford Bonnie

cc:
 Securities and Exchange Commission

Larry Spirgel

Melissa Kindelan

Kathleen Collins

Bumble Inc.

Whitney Wolfe Herd

Anuradha B. Subramanian

Laura Franco

Davis Polk & Wardwell LLP

Byron B. Rooney

Roshni Banker Cariello

CORRESP
1
filename1.htm

CORRESP

 February 8, 2021

VIA EDGAR

Re:
 Bumble Inc.

Registration Statement on Form S-1

File No. 333-252124

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Mitchell Austin, Esq.

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Bumble Inc. (the “Company”) hereby requests that the effective
date of the above-referenced Registration Statement be accelerated so that it may become effective at 12:00 p.m., Washington, D.C. time, on February 10, 2021, or as soon as possible thereafter. In this regard, the Company is aware of its
obligations under the Securities Act.

 [Signature Page Follows]

Very truly yours,

BUMBLE INC.

By:

 /s/ Laura Franco

Name:

Laura Franco

Title:

Chief Legal and Compliance Officer

 [Signature Page to Acceleration Request Letter]

CORRESP
1
filename1.htm

CORRESP

 Goldman Sachs & Co. LLC

200 West Street, New York, New York 10282

Citigroup Global Markets Inc.

388 Greenwich Street, New York, New York 10013

February 8, 2021

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attn: Mitchell Austin, Esq.

Re:
 Bumble Inc.

Registration Statement on Form S-1 (File
No. 333-252124)

 Ladies and Gentlemen:

In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the
“Act”), we hereby join in the request of Bumble Inc. that the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective at 12:00 p.m., Washington, D.C. time, on February 10,
2021 or as soon thereafter as practicable.

 The following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the
Act:

(i)
 Dates of distribution: February 2, 2021 through the date hereof.

(ii)
 Number of prospectuses distributed: a total of approximately 11,400 copies of the prospectus were distributed
to prospective underwriters, institutional investors, dealers and others.

(iii)
 We have been informed by the participating underwriters that they have complied and will comply with the
requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

 Very truly yours,

GOLDMAN SACHS & CO. LLC

 CITIGROUP GLOBAL MARKETS INC.

 As Representatives of the Underwriters

 By:

GOLDMAN SACHS & CO. LLC

By:

/s/ Becky Steinthal

 Name: Becky Steinthal

 Title: Managing
Director

By:

CITIGROUP GLOBAL MARKETS INC.

By:

 /s/ Sarah B.R. Bayer

 Name:Sarah B.R. Bayer

 Title: Managing
Director

 [Signature Page to Acceleration Request Letter]

United States securities and exchange commission logo
February 5, 2021
Anuradha B. Subramanian
Chief Financial Officer
Bumble Inc.
1105 West 41st Street
Austin, Texas 78756
Re:Bumble Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed February 2, 2021
File No. 333-252124
Dear Ms. Subramanian:
            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 January 27, 2021 letter.
Amendment No. 2 to Registration Statement on Form S-1
Cover Page
1.We note revisions made to the cover page in response to prior comment 1.  Please further
revise the cover page to clearly explain: (1) the meaning of the phrase "High Vote
Termination Date" in plain English; and (2) how providing disparate voting rights will
promote the board's ability to execute Bumble's mission-first strategy.
Organizational Structure, page 78
2.We note your response to prior comment 3; yet, it is still not clear why it was necessary to
accomplish your post-IPO capital structure by having differing voting rights for both the
Class A and Class B common stock.  Advise whether there was a reason why the desired

 FirstName LastNameAnuradha B. Subramanian
 Comapany NameBumble Inc.
 February 5, 2021 Page 2
 FirstName LastName
Anuradha B. Subramanian
Bumble Inc.
February 5, 2021
Page 2
relative voting power among the Pre-IPO shareholders, Pre-IPO common unitholders,
Principal Stockholders and public shareholders was not established through differing
voting rights for only the Class B common stock with the Class A common stock having
one vote per share for all holders.
3.Revise your pre- and post-IPO organizational charts to include the Principal
Stockholders.  In addition, revise the pre-IPO chart to reflect the ownership interests of the
Pre-IPO shareholders and common unitholders.
Description of Capital Stock, page 222
4.Disclosure added in response to prior comment 1 indicates that shares of Class A and
Class B common stock generally are not entitled to outsized voting rights in the hands of
any transferee of a Principal Stockholder's Class A or Class B common stock and common
units.  Further, you note that Blackstone may assign its rights and obligations under the
stockholders agreement, including its ability to designate an assignee as a Principal
Stockholder.  In light of the above disclosure, including your use of the word "generally,"
please revise to more clearly summarize the extent to which the identity of the Principal
Stockholders may change following the IPO, and how shareholders would be informed of
any such changes.
General
5.We note that your Principal Stockholders table discloses the number of common units
beneficially owned by the Principal Stockholders.  Please clarify whether you intend to
update this disclosure annually or more frequently.  If the latter, please clarify how this
ongoing disclosure will be provided.
6.It appears that Accel will no longer be a Principal Stockholder.  If true, please file a
revised stockholders agreement to reflect this.  Alternatively, if Accel will be a Principal
Stockholder, please revise your disclosures accordingly.
            You may contact Melissa Kindelan, Staff Accountant, at (202) 551-3564 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments
on the financial statements and related matters.  Please contact Mitchell Austin, Staff
Attorney, at (202) 551-3574 or Larry Spirgel, Office Chief, at (202) 551-3815 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Joshua Ford Bonnie

CORRESP
1
filename1.htm

CORRESP

 Simpson Thacher & Bartlett LLP

 900 G STREET, NW

WASHINGTON, D.C. 20001

TELEPHONE:
+1-202-636-5500

FACSIMILE:
+1-202-636-5502

 DIRECT DIAL NUMBER

(202) 636-5804

 E-mail Address

jbonnie@stblaw.com

 February 2, 2021

VIA EDGAR

Re:
 Bumble Inc.

 Am. No. 2 to Registration Statement on Form S-1

 Filed February 2, 2021

 File No. 333-252124

Mitchell Austin, Esq.

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 Dear Mr. Austin:

On behalf of Bumble Inc. (“Bumble”), we hereby transmit via EDGAR for filing with the Securities and Exchange Commission Amendment
No. 2 to the Registration Statement on Form S-1 (the “Amendment No. 2”), relating to the offering of shares of its Class A common stock, marked to show changes from the Registration
Statement filed on January 15, 2021 (the “Registration Statement”). Amendment No. 2 has been revised in response your comment letter, dated January 27, 2021, as well as to reflect Bumble’s bona fide estimate of
the price range of the shares offered, the offering size and related disclosures, and to reflect certain other changes. In addition, Amendment No. 2 includes additional disclosures, including in “Summary—Organizational
Structure,” “Use of Proceeds” and “Organizational Structure” that are intended to clarify in plain English certain information concerning the structure of the offering, Bumble’s organizational structure and the
interests that will be outstanding upon completion of the offering.

Securities and Exchange Commission

 2

February 2, 2021

 Please do not hesitate to call me at 202-636-5804 or William R. Golden III at 202-636-5526 with any questions or further comments you may have regarding this filing.

Very truly yours,

/s/ Joshua Ford Bonnie

cc:
 Securities and Exchange Commission

Larry Spirgel

 Melissa Kindelan

 Kathleen Collins

 Bumble
Inc.

 Whitney Wolfe Herd

Anuradha B. Subramanian

 Laura
Franco

 Davis Polk & Wardwell LLP

Byron B. Rooney

 Roshni Banker
Cariello

CORRESP
1
filename1.htm

CORRESP

Simpson Thacher & Bartlett LLP

 900 G STREET, NW

WASHINGTON, D.C. 20001

 TELEPHONE: +1-202-636-5500

FACSIMILE: +1-202-636-5502

 Direct Dial Number

 (202) 636-5804

 E-mail Address

jbonnie@stblaw.com

 January 28,
2021

 VIA EDGAR

Re:
 Bumble Inc.

Registration Statement on Form S-1

Filed January 15, 2021

File No. 333-252124

 Mitchell
Austin, Esq.

 Division of Corporation Finance

 Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

 Dear Mr. Austin:

 On behalf of
Bumble Inc. (“Bumble” or the “Company”) and to facilitate the Staff’s review of the above referenced Registration Statement on Form S-1 (the “Registration Statement”), relating to the offering of shares of its
Class A common stock, we are providing the following responses to your comment letter, dated January 27, 2021. To assist your review, we have retyped the text of the Staff’s comments in italics below. Please note that all references
to page numbers in our responses refer to the page numbers of the Registration Statement. The responses and information described below are based upon information provided to us by Bumble. Capitalized terms used but not defined herein have the
meanings ascribed to such terms in the Registration Statement.

Securities and Exchange Commission

 2

January 28, 2021

 Registration Statement on Form S-1

General

1.
 We note that you have added disclosure indicating that Ms. Wolfe Herd, Blackstone and Accel will have
outsized Class A and Class B common stock voting rights as compared to other holders of your Class A and Class B common stock. Please revise to:

•

 Briefly and clearly explain the purpose of these outsized voting rights on the cover page;

 The Company advises the Staff that it intends to revise its disclosure on the cover page to explain the purpose of
the outsized voting rights as follows:

 In general, holders of shares of our Class A common stock
are entitled to one vote for each share of Class A common stock held of record on all matters on which stockholders are entitled to vote generally. Each holder of Class B common stock shall generally be entitled, without regard to the number of
shares of Class B common stock held by such holder, to one vote for each Common Unit (as defined herein) held by such holder on all matters on which stockholders of Bumble Inc. are entitled to vote generally. Notwithstanding the foregoing, unless
they elect otherwise, each of Whitney Wolfe Herd, the founder of Bumble (our “Founder”) and affiliates of The
Blackstone Group Inc. (“Blackstone” or “our Sponsor”), to whom we refer collectively as our “Principal Stockholders,”1 our Principal Stockholders (as defined herein) will be entitled to outsized voting rights as follows. Until the
High Vote Termination Date (as defined herein), each share of Class A common stock held by a Principal Stockholder will entitle such Principal Stockholder to ten votes and each Principal Stockholder that holds Class B common stock will be
entitled, without regard to the number of shares of Class B common stock held by such Principal Stockholder, to a number of votes equal to 10 times the aggregate number of Common Units (including Common Units issued upon conversion of vested
Incentive Units (as defined herein)) of Buzz Holdings L.P., a Delaware limited partnership

1
 We note for the Staff’s attention that Accel is no longer expected to be a Principal Stockholder.

Securities and Exchange Commission

 3

January 28, 2021

(“Bumble Holdings”) held by such Principal Stockholder. See “Description of Capital
Stock.” The purpose of providing our Principal Stockholders with outsized voting rights, subject to a reasonable
time-based sunset, is to promote the ability of our board of directors, during Bumble’s initial years as a public company, to execute our mission-first strategy.

•

 Identify each Principal Stockholder on the cover page and disclose each Principal Stockholder’s
expected post-IPO economic ownership and voting control percentages;

 The Company advises the Staff that it intends
to revise its disclosure on the cover page to identify each Principal Stockholder and disclose each Principal Stockholder’s expected post-IPO economic ownership and voting control percentages as follows:

After the completion of this offering, our Principal Stockholders will beneficially own a majority of the combined voting power of our Class A and Class B
common stock. More specifically, upon completion of this offering our Founder will Whitney Wolfe Herd, the founder of Bumble (our “Founder”),
affiliates of The Blackstone Group Inc. and our Co-Investor (as defined herein) will beneficially own approximately         % of the outstanding economic interests and
        % of the combined voting power
in Bumble Inc. of
our Class A and Class B common stock (or         %
and         % if
the underwriters exercise in full their option to purchase additional shares of Class A common stock) and
Blackstone will beneficially own approximately         % of the outstanding economic interests and         % of the outstanding voting power in Bumble Inc.
(or         % and         % if the underwriters exercise in full their option to purchase additional shares of Class A common stock). Accordingly, the voting rights
held by our Principal Stockholders are significantly in excess of their level of economic ownership. As a result, we will be a “controlled company” within the meaning of the Nasdaq
corporate governance standards. See “Management—Controlled Company Exception” and “Principal Stockholders.”

•

 Describe any other material effects or risks, whether intended or not, of the outsized voting rights.
For example, if the outsized voting rights will enable the Principal Stockholders to more easily engage in hedging or other similar types of transactions than other holders of your Class A and Class B common stock, please revise to discuss
this;

Securities and Exchange Commission

 4

January 28, 2021

 The Company advises the Staff that it intends to include additional disclosure in
“Summary—Investment Risks” on pages 8-9, “Summary—Organizational Structure” on pages 10-11 and “Risk Factors” on page 63 to describe additional material effects or risks of the outsized voting rights as
follows:

 Pages 8-9:

•
 The outsized voting rights of our
Principal Stockholders will have the effect of concentrating voting control with our Principal Stockholders, will limit or preclude your ability to influence corporate matters and may have a potential adverse effect on the price of our Class A
common stock.

 Pages 10-11:

The
outsized voting rights of our Principal Stockholders will subject us to numerous risks that could adversely affect the value of our Class A common stock. This concentrated control will limit or preclude the ability of other holders of
Class A common stock to influence corporate matters. In addition, any shares of Class A common stock or Common Units purchased or otherwise acquired by the Principal Stockholders after this offering would also entitle the Principal
Stockholders to outsized voting rights until the High Vote Termination Date. Consequently, the voting power of our Principal Stockholders, and the disparity between the voting power held by our Principal Stockholders and the level of their economic
interest, would increase if they acquire additional shares of Class A common stock or Common Units following this offering. Furthermore, certain stock market index providers have implemented restrictions on including companies with multiple
class share structures in certain of their indices, which would preclude investment by certain investors and could make our Class A common stock less attractive to other investors. See “Risks Related to this Offering and Ownership of our
Class A Common Stock—The outsized voting rights of our Principal Stockholders will have the effect of concentrating voting control with our Principal Stockholders, will limit or preclude your ability to influence corporate matters and may
have a potential adverse effect on the price of our Class A common stock.”

Page 63:

The outsized voting rights of our Principal Stockholders will have the effect of concentrating voting
control with our Principal Stockholders, will limit or preclude your ability to influence corporate matters and may have a potential adverse effect on the price of our Class A common stock.

Securities and Exchange Commission

 5

January 28, 2021

 In general, each share of our Class A common stock will
entitle its holder to one vote on all matters on which stockholders of Bumble Inc. are entitled to vote generally. Shares of Class B common stock will have no economic rights but each share will generally entitle each holder, without regard to the
number of shares of Class B common stock held by such holder, to a number of votes that is equal to the aggregate number of Common Units held by such holder on all matters on which stockholders of Bumble Inc. are entitled to vote generally. Holders
of shares of our Class B common stock will vote together with holders of our Class A common stock as a single class on all matters on which stockholders are entitled to vote generally, except as otherwise required by law. See “Description
of Capital Stock—Common Stock—Class B Common Stock.” Notwithstanding the foregoing, unless they elect otherwise, each of our Principal Stockholders will be entitled to outsized voting rights as follows. Until the High Vote Termination
Date, each share of Class A common stock held by a Principal Stockholder will entitle such Principal Stockholder to ten votes and each Principal Stockholder that holds Class B common stock will be entitled, without regard to the number of
shares of Class B common stock held by such Principal Stockholder, to a number of votes equal to 10 times the aggregate number of Common Units (including Common Units issued upon conversion of vested Incentive Units) of Bumble Holdings held by such
Principal Stockholder. In addition, if, at any time, our Founder is neither an employee nor a director, any Class A common stock or Class B common stock held by our Founder will be entitled to one vote per share (in the case of the Class A
common stock) or a number of votes that is equal to the aggregate number of Common Units (including Common Units issued upon conversion of vested Incentive Units) of Bumble Holdings held by our Founder (in the case of the Class B common stock), in
each case on all matters on which stockholders of Bumble Inc. are entitled to vote generally. The difference in voting rights
will
subject us to numerous risks that could adversely
affect the value of our Class A common stock by, for example, delaying or deferring a change of control or if investors view, or any potential future purchaser of our company views, the superior voting rights of our Principal Stockholders to
have value. Because of the ten-to-one voting ratio between our Class A and Class B common stock held by our Principal Stockholders, on the one hand, and Class A and Class B common stock held by individuals other than our Principal
Stockholders, on the other hand, the Principal Stockholders collectively will control a majority of the combined voting power of our common stock and therefore be able to control all matters submitted to our shareholders. This concentrated control
will limit or preclude the ability of other holders of Class A common stock to influence corporate matters for the foreseeable
future, which, in turn, increases the risk of divergent views over strategy or business combination and an
increased risk of conflict or litigation caused by such divergent views. For additional information, see “Description of Capital Stock.”

Securities and Exchange Commission

 6

January 28, 2021

 In addition, any shares of Class A common stock or Common Units purchased or otherwise acquired by the Principal
Stockholders after this offering would also entitle the Principal Stockholders to outsized voting rights until the High Vote Termination Date. Consequently, the voting power of our Principal Stockholders, and the disparity between the voting power
held by our Principal Stockholders and the level of their economic interest, would increase if they acquire additional shares of Class A common stock or Common Units following this offering. Moreover, our Principal Stockholders would retain
this disparate voting power even if they have engaged in hedging or other transactions that have offset their economic exposure. Further, our voting structure poses a risk that even if our Principal Stockholders hold relatively small economic
interests, prior to the High Vote Termination Date they could potentially use their outsized voting control to approve further changes in governance to the detriment of non-controlling holders of Class A common stock, which could result in
delisting under Nasdaq listing requirements, resulting in reduced liquidity and loss of value for investors.

Furthermore,
 certain stock market index providers have implemented restrictions on including companies with multiple class share structures in certain of their indices, which would preclude investment by certain investors and could make our Class A common
stock less attractive to other investors. As a result, the market price of our Class A common stock could be adversely affected. See “—We cannot predict the impact our dual class structure may have on the market price of our
Class A common stock.”

•

 Clarify the circumstances under which the voting power of the Principal Stockholders may increase after
the IPO. For example, clarify whether shares of Class A common stock purchased or otherwise acquired by the Principal Stockholders after the IPO would have these outsized voting rights and whether additional common units of Bumble Holdings
issued to the Principal Stockholders after the IPO would result in additional outsized voting rights; and

 The
Company advises the Staff that it intends to add the following disclosure to “Description of Common Stock” on page 216 to clarify the circumstances under which the voting power of the Principal Stockholders may increase after the IPO.

Securities and Exchange Commission

 7

January 28, 2021

 The outsized voting rights held by our Principal Stockholders relate to shares of Class A common stock and (by virtue of
their Class B common stock) Common Units held by our Principal Stockholders from time to time, whether acquired prior to or following this offering. Until the High Vote Termination Date, any shares of Class A common stock or Common Units
purchased or otherwise acquired by the Principal Stockholders after this offering would also entitle the Principal Stockholders to outsized voting rights. Consequently, the voting power of our Principal Stockholders, and the disparity between the
voting power held by our Principal Stockholders and the level of their economic interest, would increase if they acquire additional shares of Class A common stock or Common Units following this offering. Additionally, if a Principal Stockholder
sells shares of Class A common stock or exchanges Common Units for Class A common stock and sells those shares, the voting power on a percentage basis of the other Principal Stockholders will increase due to the decrease in total votes
outstanding.

 Shares of Class A common stock and Class B common stock generally are not entitled to outsized voting rights in the
hands of any transferee of a Principal Stockholder’s Class A common stock or Class B common stock and Common Units that is not itself a Principal Stockholder. Accordingly, these outsized voting rights are generally not transferable to
other holders and the transfer or sale of shares of Class A or Common Units by a Principal Stockholder to other holders will generally terminate the outsized voting rights. As described under “Certain Relationships and Related Per

CORRESP
1
filename1.htm

CORRESP

Simpson Thacher & Bartlett LLP

 900 G STREET, NW

WASHINGTON, D.C. 20001

 TELEPHONE: +1-202-636-5500

 FACSIMILE: +1-202-636-5502

 Direct Dial Number

 (202) 636-5804

 E-mail Address

jbonnie@stblaw.com

 January 27, 2021

VIA EDGAR

Re:
 Bumble Inc.

Registration Statement on Form S-1

Filed January 15, 2021

File No. 333-252124

 Ms. Kathleen Collins

 Division of
Corporation Finance

 Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

 Dear Ms. Collins:

On behalf of Bumble Inc. (“Bumble” or the “Company”), we are providing the following supplemental information regarding
awards granted subsequent to September 30, 2020. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the above referenced Registration Statement on Form S-1 (the
“Registration Statement”).

Securities and Exchange Commission

2

January 27, 2021

 Subsequent to
September 30, 2020, Bumble has granted additional awards, detailed in the following table, which shows all grants made to date under the US Plan, the Non-US Plan and the Founder Plan:

Class B Units Granted

Grant Date

Time-Vesting Units

Exit-Vesting Units

Phantom Class B Units
Granted

Fair Value per Unit of
Time-Vesting
Class B Units(a)

January 29, 2020

49,058,549

32,705,699

—

$0.38

June 19, 2020

13,453,528

8,969,019

62,449,786

$0.36

August 8, 2020

16,254,885

10,903,257

—

$0.95

September 11, 2020

1,884,083

1,256,055

4,850,589

$0.83

September 21, 2020

4,906,466

3,270,977

—

$0.83

September 28, 2020

817,744

545,163

—

$0.83

October 29, 2020

817,744

545,163

—

$0.86

November 2, 2020

4,497,593

2,998,396

1,635,489

$0.86

December 13, 2020

654,196

436,130

—

$0.76

December 18, 2020

817,744

545,163

—

$0.76

 (a) The grant date fair value per unit of the Time-Vesting Class B
Units has been disclosed above. We have not, however, included the grant date fair value of the Exit-Vesting Units in the table above, as no stock-based compensation expense has been recognized for the Exit-Vesting Units through December 31,
2020. We have not included the grant date fair value of the Phantom Class B Units in the table above, as the Phantom Class B Units are liability-classified and therefore marked to market value at each balance sheet date.

Securities and Exchange Commission

3

January 27, 2021

 Valuation Methodology

The Company continued to obtain contemporaneous third-party valuations of the Class B Units as of each grant date or, in the case of
multiple grant dates within a month, on the date of the largest number of Class B Units granted within the month. The assumptions Bumble used in the Monte Carlo simulation model for grants subsequent to September 30, 2020 are as follows,
compared to the assumptions for grants made in September 2020, as described in our letter dated December 11, 2020:

Assumptions by Grant Date

September 2020

October and

November 2020(a)

December 2020(b)

 Dividend
yield (%)

0

0

0

 Expected
volatility (%)

55

55

55

 Risk-free
interest rate (%)

0.23

0.31

0.30

 Expected
time to liquidity (years)

4.4

4.2

4.1

 Estimated
equity value (millions)

$4,950

$5,600

$5,600

 Deemed
Unit Price(c)

$0.10

$0.60

$0.90

(a)
 Note that the grants made on October 29, 2020 were granted four days before the grants made on
November 2, 2020 and, as such, were deemed to have the same value as the grants made on November 2, 2020.

(b)
 Note that the grants made on December 13, 2020 and the grants made on December 18, 2020 were granted
five days apart and, as such, were deemed to have the same value.

(c)
 Deemed Unit Price is the economic equivalent of a strike price and is contractually set for each award.

 Description of Significant Factors that Contributed to Changes in Fair Value

From September 2020 to October and November 2020

The change in the fair value of the Class B Units between the September 2020 and the October and November 2020 grant dates was due to an
increase in the estimated equity value of the enterprise from $4.95 billion to $5.6 billion. This increase was driven by stronger forecasts, prepared by management in the fourth quarter of 2020, and an increase in the market value of the
Company’s most comparable public peers, offset slightly by a small increase in the discount rate.

 From October and November 2020 to December 2020

 The Company respectfully advises the Staff that the equity valuation as of November 2020 was used as an input for the valuation of the
grants made in December 2020 due to the recency of the November 2020 valuation, and further advises the Staff that there were no material changes to management’s forecasts between the grant date in November 2020 and the grant dates in December
2020. The Company notes that the decrease in the fair value of the Class B Units from the October and November 2020 grant dates to the December 2020 grant dates was driven by the Company’s decision to increase the Deemed Unit Price –
the economic equivalent of a strike price – from $0.60 for the October and November 2020 grants to $0.90 for the December 2020 grants.

The Company respectfully advises the Staff that the estimated equity value of the enterprise used as an input for the valuation of the awards
granted subsequent to September 30, 2020 is actually somewhat greater than the estimated equity value of the enterprise implied by the illustrative assumptions relating to share count, offering size and price range set forth in the selected
sections of the Registration Statement previously submitted to the Staff in our letter dated January 20, 2021. The Company further advises the Staff that, based on its conversations with its underwriters to date, the Company presently expects
the enterprise value at the IPO to be approximately $6.0 billion to $6.5 billion, and that the enterprise value used for the valuation of awards granted subsequent to September 30, 2020 was $6.3 billion which, net of
$0.8 billion of debt offset by $0.1 billion of cash, yields the enterprise’s estimated equity value of $5.6 billion stated above. Accordingly, the estimated equity value used for the valuation of awards granted subsequent to
September 30, 2020 is consistent with the expected enterprise value upon IPO.

Securities and Exchange Commission

4

January 27, 2021

 Subsequent Events Note Disclosure

The Company advises the Staff that it intends to add the following disclosure to Note 15 – Subsequent Events to the unaudited condensed
consolidated financial statements of Buzz Holdings L.P. for the period from January 29, 2020 to September 30, 2020:

Stock-based compensation

Subsequent to September 30, 2020, the Company granted 6,787,277 Time-Vesting Class B Units and 4,524,852 Exit-Vesting Class B
Units, with a weighted average grant date fair value of $0.84 and $0.75, respectively. The Company also granted 1,635,489 Phantom Class B Units, comprising 981,293 Time-Vesting Phantom Class B Units and 654,196 Exit-Vesting Phantom
Class B Units, which were valued at $0.85 and $0.75, respectively, at December 31, 2020.

*                *
         *                *                *

Securities and Exchange Commission

5

January 27, 2021

 Please do not hesitate to
call me at 202-636-5804 or William R. Golden III at 202-636-5526 with any questions or
further comments you may have regarding the Registration Statement.

 Very truly yours,

/s/ Joshua Ford Bonnie

cc:    Securities and Exchange Commission

Mitchell Austin, Esq.

 Larry
Spirgel

 Melissa Kindelan

Bumble Inc.

 Whitney Wolfe Herd

 Anuradha B. Subramanian

Laura Franco

 Davis
Polk & Wardwell LLP

 Byron B. Rooney

Roshni Banker Cariello

United States securities and exchange commission logo
January 27, 2021
Anuradha B. Subramanian
Chief Financial Officer
Bumble Inc.
1105 West 41st Street
Austin, Texas 78756
Re:Bumble Inc.
Registration Statement on Form S-1
Filed January 15, 2021
File No. 333-252124
Dear Ms. Subramanian:
            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.
Registration Statement on Form S-1
General
1.We note that you have added disclosure indicating that Ms. Wolfe Herd, Blackstone and
Accel will have outsized Class A and Class B common stock voting rights as compared to
other holders of your Class A and Class B common stock.  Please revise to:

•Briefly and clearly explain the purpose of these outsized voting rights on the cover
page;

•Identify each Principal Stockholder on the cover page and disclose each Principal
Stockholder's expected post-IPO economic ownership and voting control
percentages;

 FirstName LastNameAnuradha B. Subramanian
 Comapany NameBumble Inc.
 January 27, 2021 Page 2
 FirstName LastNameAnuradha B. Subramanian
Bumble Inc.
January 27, 2021
Page 2

•Describe any other material effects or risks, whether intended or not, of the outsized
voting rights.  For example, if the outsized voting rights will enable the Principal
Stockholders to more easily engage in hedging or other similar types of transactions
than other holders of your Class A and Class B common stock, please revise to
discuss this;

•Clarify the circumstances under which the voting power of the Principal Stockholders
may increase after the IPO.  For example, clarify whether shares of Class A common
stock purchased or otherwise acquired by the Principal Stockholders after the IPO
would have these outsized voting rights and whether additional common units of
Bumble Holdings issued to the Principal Stockholders after the IPO would result in
additional outsized voting rights; and

•Clarify whether the transfer or sale of shares of Class A or Class B common stock or
common units of Bumble Holdings by a Principal Stockholder will terminate the
outsized voting rights or whether these outsized voting rights are transferable to other
holders.

Additionally, please supplementally provide:

•A legal opinion that opines on the legality of this voting structure under Delaware
law and ensure that it include citations to the specific authority relied upon;

•A form of your governing documents that describes the outsized Class A and Class B
voting rights; and

•Confirmation that Nasdaq has affirmatively stated that your disparate Class
A voting structure is consistent with its listing standards, including Nasdaq Rule
5640.

Please note that we may have additional comments when information in your filing is
filled in and upon review of your response.
Cover Page
2.Disclosure indicates that you will be a "controlled company" and that you will disclose the
percentage of combined voting power of your Class A and Class B common stock
controlled by Ms. Wolfe Herd, Blackstone and Accel.  As it appears that Blackstone will
control substantially more than 50% of your voting power, please revise the cover page to
also separately disclose Blackstone's voting power percentage.  Additionally, you disclose
on page 19 that as a "controlled company" you intend to rely on exemptions from certain
corporate governance requirements of Nasdaq and you describe certain of these
exemptions in a risk factor on page 59.  Please revise the risk factor or elsewhere to

 FirstName LastNameAnuradha B. Subramanian
 Comapany NameBumble Inc.
 January 27, 2021 Page 3
 FirstName LastName
Anuradha B. Subramanian
Bumble Inc.
January 27, 2021
Page 3
identify which exemptions you intend to rely on.
Organizational Structure, page 10
3.Tell us whether the Principal Stockholders' voting and economic interests in Bumble
Holdings prior to the IPO equal the voting and economic interests in the Company
immediately following the IPO.  In addition, to better understand the purpose of your
capital structure, tell us why Principal Stockholders will receive Class A common stock
with different voting rights instead of Class B shares with greater voting interests than the
other holders of the common units.
            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 Melissa Kindelan, Staff Accountant, at (202) 551-3564 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments
on the financial statements and related matters.  Please contact Mitchell Austin, Staff Attorney,
at (202) 551-3574 or Larry Spirgel, Office Chief, at (202) 551-3815 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Joshua Ford Bonnie

CORRESP
1
filename1.htm

CORRESP

Simpson Thacher & Bartlett LLP

 900 G STREET, NW

WASHINGTON, D.C. 20001

TELEPHONE:
+1-202-636-5500

FACSIMILE:
+1-202-636-5502

 Direct Dial Number

 (202) 636-5804

 E-mail Address

jbonnie@stblaw.com

 January 20, 2021

VIA EDGAR

 Re: Bumble Inc.

       Registration Statement on Form S-1

       Filed January 15, 2021

       File No. 333-252124

 Mitchell Austin, Esq.
Division of Corporation Finance

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

 Dear Mr. Austin:

On behalf of Bumble Inc. (“Bumble”) and to facilitate the Staff’s review of the above referenced Registration Statement on Form
S-1 (the “Registration Statement”), relating to the offering of shares of its Class A common stock, we have attached as Annex A to this letter versions of the front cover page of the prospectus
and the “Summary—The Offering,” “Summary—Summary Historical and Pro Forma Condensed Consolidated Financial and Other Data,” “Organizational Structure,” “Use of Proceeds,” “Capitalization,”
“Dilution,” “Unaudited Pro Forma Condensed Consolidated Financial Information” and “Principal Stockholders” sections of the Registration Statement that have been completed using illustrative assumptions relating to
share count, offering size and price range.

*            *
 *            *            *

NEW YORK

BEIJING

HONG KONG

HOUSTON

LONDON

LOS ANGELES

PALO ALTO

SÃO PAULO

TOKYO

 Please do not hesitate to call me at 202-636-5804 or William R. Golden III at 202-636-5526 with any questions.

Very truly yours,

/s/ Joshua Ford Bonnie

 cc:
Securities and Exchange Commission

 Larry Spirgel

Melissa Kindelan

 Kathleen
Collins

       Bumble Inc.

Whitney Wolfe Herd

 Anuradha B.
Subramanian

 Laura Franco

      Davis Polk & Wardwell LLP

Byron B. Rooney

 Roshni Banker
Cariello

 2

CORRESP
1
filename1.htm

CORRESP

Simpson Thacher & Bartlett LLP

 900 G STREET, NW

WASHINGTON, D.C. 20001

TELEPHONE: +1-202-636-5500

FACSIMILE: +1-202-636-5502

 Direct Dial Number

 (202) 636-5804

 E-mail Address

jbonnie@stblaw.com

 January 15, 2021

VIA EDGAR

 Re: Bumble Inc.

       Registration Statement on Form S-1

       Filed January 15, 2021

       CIK No. 0001830043

 Mitchell Austin, Esq.

 Division of Corporation
Finance

 Securities and Exchange Commission
100 F Street, N.E.

Washington, D.C. 20549

 Dear Mr. Austin:

On behalf of Bumble Inc. (“Bumble”), we hereby transmit via EDGAR for filing with the Securities and Exchange Commission a
Registration Statement on Form S-1 (the “Registration Statement”), relating to the offering of shares of its Class A common stock, marked to show changes from Amendment No. 2 to the Draft
Registration Statement confidentially submitted on

Securities and Exchange Commission

2

January 15, 2021

January 6, 2021 (“Amendment No. 2”). The Registration Statement has been revised to reflect that it has been filed rather than confidentially submitted, to reflect the removal
of the financial metrics from the cover of the prospectus included in the Registration Statement and to reflect certain other changes. In addition, Bumble has filed certain exhibits with the Registration Statement and advises the Staff that it will
file any remaining required exhibits in one or more future pre-effective amendments. Bumble understands that the Staff requires a reasonable amount of time for review.

Please do not hesitate to call me at 202-636-5804 or William
R. Golden III at 202-636-5526 with any questions or further comments you may have regarding this filing.

Very truly yours,

/s/ Joshua Ford Bonnie

 cc:
Securities and Exchange Commission

 Larry Spirgel

Melissa Kindelan

 Kathleen
Collins

 Bumble Inc.

Whitney Wolfe Herd

 Anuradha B.
Subramanian

 Laura Franco

 Davis Polk & Wardwell LLP

Byron B. Rooney

 Roshni Banker
Cariello

United States securities and exchange commission logo
December 23, 2020
Anuradha B. Subramanian
Chief Financial Officer
Bumble Inc.
1105 West 41st Street
Austin, Texas 78756
Re:Bumble Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted December 11, 2020
CIK No. 0001830043
Dear Ms. Subramanian:
            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 November 25, 2020 letter.
Draft Registration Statement on Form S-1
Summary, page 1
1.We note that in response to prior comment 4 you removed disclosures indicating you have
been profitable since 2010.  Please explain your reference to a profitable and durable
business model on pages 2 and 127 or revise as necessary.

 FirstName LastNameAnuradha B. Subramanian
 Comapany NameBumble Inc.
 December 23, 2020 Page 2
 FirstName LastName
Anuradha B. Subramanian
Bumble Inc.
December 23, 2020
Page 2
2.We note your revised disclosures in response to prior comment 6.  Please further revise to
present Operating Cash Flow Conversion with equal or greater prominence to Free Cash
Flow Conversion as disclosed on page 4.  Also, explain further why operating cash flow
conversion calculated based on net loss is not meaningful and why presentation of such
measure on a non-GAAP basis without the comparable GAAP information is appropriate.
Lastly, you present adjusted EBITDA margin throughout the filing without presenting the
most directly comparable GAAP measure. Please revise. Refer to Item 10(e)(i)(A) of
Regulation S-K.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Information, page 83
3.We note your revised disclosures in response to prior comment 9.  Please further revise to
include the amount of controlling equity interest in Bumble Holdings and state whether
you have the obligation to absorb losses and receive benefits from Bumble Holdings.
Also, clarify whether you consider Bumble Holdings to be a VIE and, if so, whether you
are the primary beneficiary.  Refer to ASC 810-10-25.
4.We note your revised pro forma disclosures.  Please note that once this information
is finalized and actual amounts are provided, we may have further questions regarding
your pro forma adjustments related to the Reorganization and Offering Transactions.
Buzz Holdings L.P. Unaudited Condensed Consolidated Balance Sheets, page F-30
5.Please explain further why the $119 million loan issued to Beehive as part of the Sponsor
Acquisition was recorded as a reduction of Limited Partners' Interest.  Also, clarify why
the amount of Limited Partners' interests here does not agree to the amount in the
Condensed Consolidated Statement of Changes in Equity at September 30, 2020.  Please
also revise to reflect the outstanding units in the equity statement.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 11 Stock Based Compensation, page F-48
6.You disclose that the predecessor stock-based compensation plans were terminated in
connection with the Acquisition.  However, you provide  placeholder disclosures on page
122 under a "prior to the Sponsor Acquisition" heading, which includes the aggregate
intrinsic value of such outstanding stock options based on the assumed initial public
offering price.  Please tell us whether the predecessor stock options are still outstanding as
of September 30, 2020, and if so, the nature of such awards and how those relate to your
disclosure on page 122.
7.We note your response to prior comment 22.  Please further explain to us the reasons for
the significant increase in the fair value of the Class B Units used to value the awards
granted in August 2020 compared to the fair value used for the June 2020 grants.  In this
regard, you refer to the sustained improvement in the industry and an increase in market
multiples compared to those as of the date of the acquisition in January; however, it is

 FirstName LastNameAnuradha B. Subramanian
 Comapany NameBumble Inc.
 December 23, 2020 Page 3
 FirstName LastName
Anuradha B. Subramanian
Bumble Inc.
December 23, 2020
Page 3
unclear how this addresses the 164% increase in fair value from June 2020 to August
2020.  Also, explain further your reliance on the January 29, 2020 purchase price
valuation to determine the fair value of awards granted five months later.
8.Please clarify for us whether the liquidity event related to the exit-vesting Class B and
Incentive Units will be satisfied by any events related to the Offering Transactions such as
the purchase of outstanding Units from pre-IPO owners.  If so, revise to disclose the
amount of compensation expense that will be recognized upon such events and tell us
your consideration to include adjustments for such amounts in your pro forma financial
statements.
            You may contact Melissa Kindelan, Staff Accountant at (202) 551-3564 or Kathleen
Collins, Accounting Branch Chief at (202) 551-3499 if you have questions regarding comments
on the financial statements and related matters.  Please contact Mitchell Austin, Staff Attorney at
(202) 551-3574with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Joshua Ford Bonnie

United States securities and exchange commission logo
November 25, 2020
Anuradha B. Subramanian
Chief Financial Officer
Bumble Inc.
1105 West 41st Street
Austin, Texas 78756
Re:Bumble Inc.
Draft Registration Statement on Form S-1
Submitted October 30, 2020
CIK No. 0001830043
Dear Ms. Subramanian:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Cover Page
1.You disclose that you will use a portion of the proceeds of this offering to acquire units
from Bumble Holdings and pre-IPO owners.  Please revise the cover page to briefly
describe the effects of the Up-C structure, including that you will become the general
partner of Bumble Holdings, the economic and voting interests of you and the Pre-IPO
Unitholders in Bumble Holdings and the ability of the Pre-IPO Unitholders to exchange
their units for Class A common stock.
2.You disclose that your founder and Blackstone will continue to hold a majority of the
voting power after this offering.  Please also disclose their voting power percentage.

 FirstName LastNameAnuradha B. Subramanian
 Comapany NameBumble Inc.
 November 25, 2020 Page 2
 FirstName LastNameAnuradha B. Subramanian
Bumble Inc.
November 25, 2020
Page 2
Summary, page 1
3.Please revise to include your definition of monthly active users (MAUs) and any other
terms that are not currently defined in the filing.
4.Considering you recognized a net loss in fiscal 2018, please explain your statement on
pages 5 and 119 that you have been profitable since 2010, or revise as necessary.
Implications of Being an Emerging Growth Company, page 6
5.Please revise to clarify your election under Section 107(b) of the JOBS Act.  If you have
elected to opt out of the extended transition period for complying with new or revised
accounting standards pursuant to Section 107(b), please include a statement that the
election is irrevocable and check the appropriate box on the cover page.  Alternatively, if
you have elected to avail yourself of the extended transition period, please clearly indicate
this.  Also, provide a risk factor explaining that this election allows you to delay the
adoption of new or revised accounting standards that have different effective dates for
public and private companies until those standards apply to private companies and as a
result your financial statements may not be comparable to companies that comply with
public company effective dates.
Summary Historical and Pro Forma Condensed Consolidated Financial and Other Data, page 14
6.We note your non-GAAP measure Free Cash Flow Conversion and related disclosures.
Please revise to also present the most directly comparable GAAP measure with equal or
greater prominence.  Further, disclose why management believes the presentation of this
non-GAAP measure provides useful information to investors and, to the extent material, a
statement disclosing the additional purposes, if any, for which management uses such
measure.  Refer to Item 10(e)(1)(i) of Regulation S-K.
Organizational Structure, page 65
7.With respect to your post-offering organizational structure diagram, please ensure each
bullet point clearly identifies any entity it references.  For example, clarify that units of
Bumble Holdings are exchangeable on a 1-for-1 basis for shares of Bumble Inc.'s Class A
common stock.  Also, please clarify the economic interest that you and the Pre-IPO
Unitholders will have in Bumble Holdings.  Lastly, please clarify what the double
backslash represents.
Use of Proceeds, page 70
8.While we note your disclosure on page 47 that you intend to cause Bumble Holdings to
make distributions in an amount sufficient to cover all payments under the tax receivable
agreement, please advise whether a portion of the net proceeds may be used to make cash
payments to the Pre-IPO Unitholders pursuant to the tax receivable agreement.  To the
extent you may use the net proceeds for this purpose, please revise.

 FirstName LastNameAnuradha B. Subramanian
 Comapany NameBumble Inc.
 November 25, 2020 Page 3
 FirstName LastNameAnuradha B. Subramanian
Bumble Inc.
November 25, 2020
Page 3
Unaudited Pro Forma Condensed Consolidated Financial Information, page 76
9.Please include a discussion of your basis for the consolidation of Bumble Holdings L.P.
following the offering and reorganization transactions.  Refer to ASC 810-10-25.
10.You disclose a Distribution Financing Transaction that occurred in October 2020 whereby
Bumble Holdings used the proceeds from the Incremental Term Loan Facility, totaling
$275 million, to pay a distribution of $360 million to the pre-IPO owners.  Tell us how
you considered including this borrowing and the distribution in the pro forma financial
statements.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Information
Balance Sheet Adjustments related to Reorganization Transactions and Offering Transactions,
page 81
11.You state on page 50 that a portion of the proceeds from this offering will be used to
purchase outstanding Units from pre-IPO owners and therefore, will not be available to
fund your operations.  Please explain why pro forma adjustment (d) appears to assume the
receipt of all the proceeds in this offering.  In this regard, tell us if you know the number
of units or a range of units that will be purchased from pre-IPO owners.  If so,
explain how you considered reflecting such purchases in your pro forma balance sheet
adjustments.  At a minimum, please revise your pro forma footnotes to clarify how such
purchases are reflected in your pro forma financial statements.
Income Statement Adjustments Related to Reorganization and Offering Transactions, page 83
12.Please tell us how you factored in the exchange rights available to the pre-IPO unit
holders in your calculation of diluted earnings per share included in note (j).
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Operating and Financial Metrics, page 88
13.Please tell us the amount of “Other” revenue included in Badoo App and Other revenue,
generated from the other apps you own as well as third party apps that use your
technology.  To the extent material, consider disclosing metrics separately for those apps.
14.You disclose that 86.6% of Bumble App Paying Users and 77.4% of Badoo App and
Other Paying Users are subscribers of one of your subscription plans.  Please revise to
disclose the period covered by these statistics.
Business, page 110
15.Disclosure on page F-27 indicates that property and equipment outside the U.S. accounted
for 72.6% of total property and equipment as of December 31, 2019.  To the extent
material, please consider revising to disclose your number of employees located outside
the United States and whether you have any material properties located outside the U.S.

 FirstName LastNameAnuradha B. Subramanian
 Comapany NameBumble Inc.
 November 25, 2020 Page 4
 FirstName LastName
Anuradha B. Subramanian
Bumble Inc.
November 25, 2020
Page 4
Certain Relationships and Related Person Transactions, page 151
16.You discuss several agreements with various related parties in this section.  Please revise
these discussions to identify the persons or entities that are parties to these agreements and
for which Item 404 of Regulation S-K requires disclosure.  For example, with respect to
your statement that you have entered into an exchange agreement with the holders of
outstanding units, please revise to identify each such holder that is a related person under
Item 404.
17.The exhibit index indicates that you will file forms of many of the agreements discussed
in this section.  Please file executed versions of these agreements to the extent these
agreements are entered into prior to the effectiveness of this registration statement.
Principal Stockholders, page 158
18.We note that holders of your Class B common stock will be entitled to a number of votes
equal to the aggregate number of units of Bumble Holdings held by such holder and that
your beneficial ownership table discloses the beneficial ownership of the unitholders.
Please also disclose, either in the table or by footnote, the number of shares of Class B
common stock held by each unitholder identified in the table.
19.We note that Accel Partners LP is identified as your co-investor.  Please tell us whether
Accel will be an entity listed on your beneficial ownership table.
Description of Capital Stock
Class B Common Stock, page 163
20.Please disclose whether your Class B common stock will have any conversion rights.
Exclusive Forum, page 170
21.Disclosure indicates that your amended and restated certificate of incorporation provides
that U.S. federal district courts will be the exclusive forum for the resolution of any
complaint asserting a cause of action arising under U.S. federal securities laws.  Please
revise here or in your risk factor section to highlight enforceability concerns arising from
the fact that Section 22 of the Securities Act creates concurrent jurisdiction in federal and
state courts over all suits brought to enforce any duty or liability created by the Securities
Act or the rules and regulations thereunder.  Additionally, state that investors cannot
waive compliance with the federal securities laws and the rules and regulations
thereunder.

 FirstName LastNameAnuradha B. Subramanian
 Comapany NameBumble Inc.
 November 25, 2020 Page 5
 FirstName LastName
Anuradha B. Subramanian
Bumble Inc.
November 25, 2020
Page 5
World Vision Limited - Notes to Consolidated Financial Statements
Note 11. Stock-based Compensation, page F-23
22.Please provide us with a breakdown of all stock-based compensation awards granted to
date in fiscal 2020 including the fair value of the underlying stock used to value such
awards.  To the extent there was any significant fluctuations in the fair values, please
describe for us the factors that contributed to such fluctuations, including any intervening
events within the company or changes in your valuation assumptions or methodology.
Also, disclose any share-based issuances subsequent to the most recent balance sheet date
and the expected financial statement impact, if material.  Refer to ASC 855-10-50-2
Note 15 – Commitments and Contingencies, page F-27
23.Please clarify your disclosures to include an estimate of the reasonably possible loss or
range of loss in excess of amounts already accrued for the matters disclosed or state that
such an estimate cannot be made.  To the extent you believe an estimate cannot be made,
tell us how the pending settlements factored into such determination.  Refer to ASC 450-
20-50-4b.
General
24.Please provide us with copies of all written communications, as defined in Securities Act
Rule 405, that you, or anyone authorized to do so on your behalf, present to potential
investors in reliance on Securities Act Section 5(d), whether or not they retain copies of
the communications.
            You may contact Melissa Kindelan, Staff Accountant, at (202) 551-3564 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments
on the financial statements and related matters.  Please contact Mitchell Austin, Staff
Attorney, at (202) 551-3574 or Larry Spirgel, Office Chief, at (202) 551-3815 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology