SEC Form SC 13G/A filed by Applovin Corporation (Amendment)
SCHEDULE 13G
| Page 1 of 7 Pages |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1) *
AppLovin Corporation
(Name of Issuer)
Class A common stock, par value US$0.00003 per share
(Title of Class of Securities)
03831W108
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provision of the Act (however, see the Notes.)
SCHEDULE 13G
| CUSIP No. 03831W108 | Page 2 of 7 Pages |
| 1. | NAME OF REPORTING PERSONS.
Hontai App Fund Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) ☒ | |||||
| 3. | SEC USE ONLY
| |||||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
0 | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0 | |||||
| 12. | TYPE OF REPORTING PERSON (See Instructions)
PN | |||||
SCHEDULE 13G
| CUSIP No. 03831W108 | Page 3 of 7 Pages |
| 1. | NAME OF REPORTING PERSONS.
Hontai Capital Cayman Inc. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) ☒ | |||||
| 3. | SEC USE ONLY
| |||||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
0 | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0 | |||||
| 12. | TYPE OF REPORTING PERSON (See Instructions)
CO | |||||
SCHEDULE 13G
| CUSIP No. 03831W108 | Page 4 of 7 Pages |
| 1. | NAME OF REPORTING PERSONS.
Yunjoy Capital Cayman Inc. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) ☒ | |||||
| 3. | SEC USE ONLY
| |||||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
0 | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0 | |||||
| 12. | TYPE OF REPORTING PERSON (See Instructions)
CO | |||||
SCHEDULE 13G
| CUSIP No. 03831W108 | Page 5 of 7 Pages |
This Amendment No. 1 to Schedule 13G relates to the Class A common stock, par value US$0.00003 per share (“Class A Common Stock”) of AppLovin Corporation (the “Issuer”), and amends and restates the Schedule 13G in its entirety previously filed by the reporting persons named herein with the Securities and Exchange Commission on February 14, 2022.
| Item l(a) | Name of Issuer |
AppLovin Corporation
| Item l(b) | Address of Issuer’s Principal Executive Offices |
1100 Page Mill Road
Palo Alto, California 94304
| Item 2(a) | Name of Persons Filing |
Hontai App Fund Limited Partnership (“Hontai App Fund”)
Hontai Capital Cayman Inc (“Hontai Capital”)
Yunjoy Capital Cayman Inc. (“Yunjoy Capital”)
| Item 2(b) | Address of Principal Business Office or, if none, Residence |
The address of each of Hontai App Fund, Hontai Capital and Yunjoy Capital is as follows:
c/o 2nd Floor, Strathvale House, 90 North Church Street, P.O. Box 1103, George Town, Grand Cayman KY1-1102, Cayman Islands
| Item 2(c) | Citizenship |
Hontai App Fund – Cayman Islands
Hontai Capital – Cayman Islands
Yunjoy Capital – Cayman Islands
| Item 2(d) | Title of Class of Securities |
Class A Common Stock, par value US$0.00003 per share
| Item 2(e) | CUSIP Number |
03831W108
| Item 3 | If this statement in filed pursuant to §§240.13d-l(b), or 13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| Item 4 | Ownership |
SCHEDULE 13G
| CUSIP No. 03831W108 | Page 6 of 7 Pages |
Ownership information with respect to Hontai App Fund, Hontai Capital and Yunjoy Capital is incorporated by reference through items (5) through (9) and (11) of the cover page, respectively, of each reporting person.
As of December 31, 2023, Hontai App Fund had distributed all shares of Class A Common Stock held by it to its limited partners, and as a result, each of Hontai App Fund, Hontai Capital, as the general partner of Hontai App Fund, and Yunjoy Capital, as the controlling stockholder of Hontai Capital, no longer beneficially owned any stock of the Issuer.
| Item 5 | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☒
| Item 6 | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company |
Not applicable.
| Item 8 | Identification and Classification of Members of the Group |
Not applicable.
| Item 9 | Notice of Dissolution of Group |
Not applicable.
| Item 10 | Certifications |
Not applicable.
SCHEDULE 13G
| CUSIP No. 03831W108 | Page 7 of 7 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 5, 2024
| Hontai App Fund Limited Partnership | ||
| By: | /s/ Yuntao Ma | |
| Name: | Yuntao Ma | |
| Title: | Authorized Signatory | |
| Hontai Capital Cayman Inc. | ||
| By: | /s/ Yuntao Ma | |
| Name: | Yuntao Ma | |
| Title: | Authorized Signatory | |
| Yunjoy Capital Cayman Inc. | ||
| By: | /s/ Yuntao Ma | |
| Name: | Yuntao Ma | |
| Title: | Authorized Signatory | |
LIST OF EXHIBITS
Exhibit 99.1 – Joint Filing Agreement dated February 5, 2024, by and among the reporting persons.