APP Applovin Corporation

Securities and Exchange Commission

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

AppLovin Corporation

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

03831W108

(CUSIP Number)

September 17, 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)

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 provisions of the Act (however, see the Notes).

AppLovin Corporation (the “Issuer”).

1100 Page Mill Road, Palo Alto, CA 94304

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

Angel Pride Holdings Limited (“Angel Pride”)

Prominence Trust Limited (“Prominence Trust”)

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.

Angel Pride is organized under the laws of the British Virgin Islands. Prominence Trust is organized under the laws of Hong Kong.

Class A Common Stock, par value $0.00003 per share (“Class A Common Stock”).

03831W108

Not applicable.

(a-c)

The ownership information presented below represents beneficial ownership of Class A Common Stock of the Issuer as of the date of this filing based upon 297,055,766 shares of Class A Common Stock outstanding as of August 2, 2024, as disclosed in the Issuer’s Quarterly Report as filed with the Securities and Exchange Commission on August 7, 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 Angle Pride.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

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.

Date: October 15, 2024

LIST OF EXHIBITS

Exhibit 99

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of October 15, 2024.