United States securities and exchange commission logo

                            June 24, 2021

       Luis von Ahn
       Chief Executive Officer
       Duolingo, Inc.
       5900 Penn Avenue
       Pittsburgh, PA 15206

                                                        Re: Duolingo, Inc.
                                                            Amendment No. 1 to
Draft Registration Statement on Form S-1
                                                            Submitted June 7,
                                                            CIK: 0001562088

       Dear Dr. von Ahn:

             We have reviewed your amended 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

             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. Unless we note otherwise, our references to prior comments are
to comments in our
       May 27, 2021 letter.

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

       Selected Consolidated Financial and Other Data
       Consolidated Statements of Operations Data, page 73

   1.                                                   Note (a) to your
computation of unaudited pro forma basic and diluted net loss per share
                                                        indicates that you have
adjusted the numerator to reflect stock-based compensation
                                                        expense related to RSUs
for which the service-based vesting condition and performance-
                                                        based vesting condition
have been satisfied in connection with the offering. However note
                                                        (b) appears to indicate
that you have also included other stock based awards in the
                                                        adjustment to the
denominator. Please clarify the awards that are included in this
                                                        adjustment and why it
is appropriate to include them as a pro forma adjustment. Please
 Luis von Ahn
FirstName  LastNameLuis von Ahn
Duolingo, Inc.
June       NameDuolingo, Inc.
     24, 2021
June 24,
Page 2 2021 Page 2
FirstName LastName
         also clarify how you considered including the compensation expense
associated with these
         awards in the numerator to your pro forma calculation.
2.       Note (b) to your computation of unaudited pro forma basic and diluted
net loss per share
         indicates that your adjustment includes 1,788,000 RSUs that vested as
of March 31, 2021
         for which the performance-based vesting condition will be satisfied in
connection with
         this offering. However, your disclosure on page F-37 indicates that
there were only 34,000
         RSUs outstanding as of January 1, 2021 and 8 RSUs granted during the
three months
         ended March 31, 2021. Please reconcile these disclosures.
Non-GAAP Financial Measures, page 77

3.       You disclose a Free Cash Flow that is adjusted for the Tender
offer-related costs. Please
         tell us what consideration was given to the guidance in Item
10(e)(1)(ii)(A) of Regulation
         S-K, which states that non-GAAP liquidity measures must not exclude
charges or
         liabilities that required, or will require, cash settlement absent an
ability to settle in
         another manner. Please explain or revise your disclosure accordingly.
Management's Discussion and Analysis of Financial Condition and Results of
Subscription, page 82

4.       We note your response to prior comment 4. Please disclose the renewal
rates and any
         known material trends related to renewal rates for each of the
subscription plans for all
         periods presented.
Unaudited Condensed Consolidated Financial Statements
Notes to Unaudited Condensed Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Contributors, page F-31

5.       Please further clarify the nature of your volunteer program whereby
contributors became
         eligible to receive a $5,098,000 award. Clarify if the contributors
are employees and the
         terms of the arrangement, including specific services provided and
eligibility criteria. Tell
         us how you determined it was appropriate to recognize expenses during
the quarter ended
         March 31, 2021 rather than prior periods as services were provided.
Please also clarify if
         other parties will perform these services in the future and if you
expect to incur increased
         expenses as a result. If so, please clarify your disclosure on page
92. Lastly, tell us why it
         is appropriate to exclude these expenses from your Adjusted EBITDA
         disclosed on page 76, and how you took into consideration Rule 100(b)
or Regulation G.
       You may contact Laura Veator, Senior Staff Accountant, at (202) 551-3716
or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
comments on the financial statements and related matters. Please contact
Matthew Derby, Staff
Attorney, at (202) 551-3334 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
 Luis von Ahn
Duolingo, Inc.
June 24, 2021
Page 3

FirstName LastNameLuis von Ahn
                                 Division of Corporation Finance
Comapany NameDuolingo, Inc.
                                 Office of Technology
June 24, 2021 Page 3
cc:       Alison Haggerty
FirstName LastName