| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| 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.
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| | (iv) Shared power to dispose or to direct the disposition of:
See Item 8 of each of the cover pages hereto.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)