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
       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

              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.
 Anuradha B. Subramanian
Bumble Inc.LastNameAnuradha B. Subramanian
December   NameBumble
              2020      Inc.
Page 2    23, 2020 Page 2
FirstName LastName
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
         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

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
         is finalized and actual amounts are provided, we may have further
questions regarding
         your pro forma adjustments related to the Reorganization and Offering
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
 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
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
        You may contact Melissa Kindelan, Staff Accountant at (202) 551-3564 or
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.

FirstName LastNameAnuradha B. Subramanian
                                                             Division of
Corporation Finance
Comapany NameBumble Inc.
                                                             Office of
December 23, 2020 Page 3
cc:       Joshua Ford Bonnie
FirstName LastName