APP Applovin Corporation

SCHEDULE 13G

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:

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

SCHEDULE 13G

SCHEDULE 13G

SCHEDULE 13G

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.

AppLovin Corporation

1100 Page Mill Road

Palo Alto, California 94304

Hontai App Fund Limited Partnership (“Hontai App Fund”)

Hontai Capital Cayman Inc (“Hontai Capital”)

Yunjoy Capital Cayman Inc. (“Yunjoy Capital”)

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

Hontai App Fund – Cayman Islands

Hontai Capital – Cayman Islands

Yunjoy Capital – Cayman Islands

Class A Common Stock, par value US$0.00003 per share

03831W108

Not applicable.

SCHEDULE 13G

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.

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: ☒

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

SCHEDULE 13G

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

LIST OF EXHIBITS

Exhibit 99.1 – Joint Filing Agreement dated February 5, 2024, by and among the reporting persons.

Exhibit 99.1

JOINT FILING AGREEMENT

JOINT FILING AGREEMENT dated as of February 5, 2024, by and among Hontai App Fund Limited Partnership, Hontai Capital Cayman Inc. and Yunjoy Capital Cayman Inc. (collectively, the “Joint Filers”).

WHEREAS, pursuant to Rule 13d-l(k) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the parties hereto desire to satisfy any filing obligation under Section 13(d) of the Exchange Act by a single joint filing;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Joint Filers hereby agree and represent as follows:

1. The Schedule 13G and any amendments thereto with respect to the Class A common stock, par value $0.00003 per share, of AppLovin Corporation (to which this Joint Filing Agreement is an exhibit) are filed on behalf of each of the Joint Filers.

2. Each of the Joint Filers is eligible to use Schedule 13G for the filing of the information therein contained.

3. Each of the Joint Filers is responsible for the timely filing of any Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein, provided that each such person is not 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.