| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 3
)*
|
AppLovin Corporation (Name of Issuer) |
Class A common stock, par value $0.00003 per share (Title of Class of Securities) |
03831W108 (CUSIP Number) |
12/31/2024 (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) |
SCHEDULE 13G |
| CUSIP No. | 03831W108 |
| 1 | Names of Reporting Persons Angel Pride Holdings Limited | ||||||||
| 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 VIRGIN ISLANDS, BRITISH | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 17,244,541.00 | ||||||||
| 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) 5.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
SCHEDULE 13G |
| CUSIP No. | 03831W108 |
| 1 | Names of Reporting Persons Prominence Trust Limited | ||||||||
| 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 HONG KONG | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 17,244,541.00 | ||||||||
| 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) 5.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: AppLovin Corporation | |
| (b) | Address of issuer's principal executive
offices: 1100 Page Mill Road, Palo Alto, CA 94304 | |
| Item 2. | ||
| (a) | Name of person filing: Angel Pride Holdings Limited ("Angel Pride")
Prominence Trust Limited ("Prominence Trust") | |
| (b) | Address or principal business office or, if
none, residence: The principal business address for Angel Pride is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. The principal business address for Prominence Trust is 18/F, Three Exchange Square 8 Connaught Road, Central, Hong Kong. | |
| (c) | Citizenship: Rows 4 of each of the cover pages are incorporated herein by reference. | |
| (d) | Title of class of securities: Class A common stock, par value $0.00003 per share | |
| (e) | CUSIP No.: 03831W108 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: The information contained on the cover pages to this Schedule 13G is hereby incorporated by reference to this Item 4. The ownership information presented herein represents beneficial ownership of the shares of Common Stock as of December 31, 2024, based upon 298,667,774 shares of Common Stock outstanding as of November 1, 2024, as disclosed in the Issuer's quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on November 6, 2024. These shares are held of record by Angel Pride, of which Prominence Trust is the sole shareholder. As a result, Prominence Trust may be deemed to share beneficial ownership over the securities held of record by Angel Pride. | |
| (b) | Percent of class: See Item 11 of each of the cover pages hereto. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: See Item 5 of each of the cover pages hereto. | ||
| (ii) Shared power to vote or to direct the
vote: See Item 6 of each of the cover pages hereto. | ||
| (iii) Sole power to dispose or to direct the
disposition of: See Item 7 of each of the cover pages hereto. | ||
| (iv) Shared power to dispose or to direct the
disposition of: See Item 8 of each of the cover pages hereto. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 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 or Control Person. | |
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: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| 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. |
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Comments accompanying signature:
Joint Filing Agreement previously filed.