United States securities and exchange commission logo

                             November 12, 2020

       Robert Antokol
       Chief Executive Officer
       Playtika Holding Corp.
       c/o Playtika Ltd.
       HaChoshlim St 8
       Herzliya Pituarch, Israel

                                                        Re: Playtika Holding
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted October
16, 2020
                                                            CIK No. 0001828016

       Dear Mr. Antokol:

              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

             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

       Draft Registration Statement on Form S-1 Submitted October 16, 2020

       Overview, page 1

   1.                                                   Your presentation of
revenues, net loss, net loss margins, Adjusted EBITDA and
                                                        Adjusted EBITDA margins
for the twelve month period ended June 30, 2020 appears to
                                                        place undue emphasis on
measures for financial statement periods that are not provided
                                                        elsewhere in your
filing. Please revise here and on page 93 to provide balancing disclosure
                                                        that also discusses
these amounts for the six months ended June 30, 2020 or the twelve
                                                        months ended December
31, 2019.
 Robert Antokol
FirstName LastNameRobert  Antokol
Playtika Holding Corp.
Comapany 12,
November   NamePlaytika
              2020      Holding Corp.
Page 2    12, 2020 Page 2
FirstName LastName
Prospectus Summary, page 1

2.       Please include a chart depicting your corporate structure both before
and after this
         offering, including the percentage of voting power held by Alpha
Frontier Limited and its
         subsidiaries and the investors in this offering. Also, disclose the
identities of the investors
         that control Alpha Frontier Limited and the natural persons having
voting and dispositive
         power over the securities held by Alpha Frontier Limited.
Management's Discussion and Analysis of Financial Condition and Results of
Revenues, page 74

3.       To enhance to comparability of your disclosures, please revise to
quantify the amount of
         revenue generated from your proprietary platforms for the six months
ended June 30,
         2019 as well as the twelve months ended December 31, 2019 and 2020.
Please also revise
         to separately quantify the amount of revenue generated through Apple,
Facebook and
         Google for the same periods.
Results of Operations, page 76

4.       Please revise to address any material changes between periods in the
amount of revenue
         derived from third party platforms compared to your proprietary
platforms. If applicable,
         please also address how these changes impacted your cost of revenue
trends between
Revenues, page 77

5.       Please include in this section a discussion of the change for each
period in the number of
         paying users as well as the percentage of revenue attributable to new
paying users versus
         existing paying users. Refer to Item 303(a) of Regulation S-K and
Section III.B of SEC
         Release No. 33-8350.
Management, page 111

6.       We note that Tian Lin and Wei Liu, members of your board of directors,
are affiliated
         with Giant Network Group Co., Ltd., which controls you through its
interest in Playtika
         Holding UK. Please disclose whether Mr. Lin or Ms. Liu were appointed
to the board in
         connection with any shareholder agreement and whether they will
continue to serve as
         directors after the offering. Refer to Item 401(a) of Regulation S-K.
Certain Relationships and Related Party Transactions
Equity Plan Stockholders Agreement, page 145

7.       Please disclose the holders of your capital stock, entities affiliated
with certain of your
         directors, as well as your executive officers and directors who are
parties to the equity
         plan stockholders agreement.
 Robert Antokol
Playtika Holding Corp.
November 12, 2020
Page 3
Consolidated Financial Statements
Consolidated Statement of Stockholders    Equity (Deficit), page F-5

8.       We note the $2.4 billion distribution exceeded the balance of retained
earnings. Please
         explain to us why it was not partially reported as a return of paid-in
Revenue Recognition, page F-12

9.       You disclose on page 93 that approximately half of your revenues for
the twelve months
         ended June 30, 2020 came from users who downloaded or first played
your games in 2016
         or earlier. However, on page F-13, you state that revenue from the
sale of durable virtual
         goods is recognized ratably over the estimated average paying player
life, which is usually
         up to one year. Please explain how you considered user revenue cohort
data in
         determining the estimated average life of paying players for durable
virtual goods. Please
         also tell us how your average paying player life varies by specific
game, platform type
         (mobile or web), geographic location or other criteria. To the extent
that your average
         paying player lives differ, please revise to provide more granular
discussion of the
         estimated average paying player life in your revenue policy
10.      Your disclosure on page F-14 indicates that you are acting as an agent
in your advertising
         arrangements and recognize revenue related to these arrangements on a
net basis. Please
         explain who is the principal in these arrangements and how you
determined that you do
         not control the display of advertisements to customers within your
mobile games. Please
         refer to ASC 606-10-55-36 through 55-40.
Note 2. Business Combinations, page F-18

11.      We note that you have not provided financial statements or pro forma
         information for your acquisition of Seriously Holding Corp. Please
provide us with the
         significant tests you performed to determine that this information was
not required under
         Rule 3-05 and Article 11 of Regulation S-X.
Note 18. Transactions and Balances with Related Parties, page F-39

12.      Please revise to disclose the $2.4 billion cash dividend paid to
Playtika Holdings UK in
         August 2019.

13.    Please supplementally provide us with copies of all written
communications, as defined in
FirstName LastNameRobert Antokol
       Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
Comapany    NamePlaytika
       present to potentialHolding
                                      in reliance on Section 5(d) of the
Securities Act, whether or
       not they
November        retainPage
           12, 2020    copies
                           3 of the communications.
FirstName LastName
 Robert Antokol
FirstName LastNameRobert  Antokol
Playtika Holding Corp.
Comapany 12,
November   NamePlaytika
              2020      Holding Corp.
Page 4    12, 2020 Page 4
FirstName LastName
        You may contact Lisa Etheredge, Staff Accountant, at (202) 551-3424 or
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
comments on the financial statements and related matters. Please contact
Matthew Crispino,
Staff Attorney, at (202) 551-3456 or Jan Woo, Legal Branch Chief, at (202)
551-3453 with any
other questions.


                                                          Division of
Corporation Finance
                                                          Office of Technology
cc:      Michael Treska