UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On June 1, 2023, AppLovin Corporation (the “Company”) filed a prospectus supplement, dated June 1, 2023, to the Company’s shelf registration statement on Form S-3 (File No. 333-272328) (the “Prospectus Supplement”). The Prospectus Supplement covered 15,000,000 shares of the Company’s Class A common stock, par value $0.00003 per share to be sold by KKR Denali Holdings L.P. (“KKR Denali”).
The Company is filing this report to provide the legal opinion as to the validity of the securities covered by the Prospectus Supplement, which opinion is attached hereto as Exhibit 5.1 and is incorporated herein by reference.
On June 1, 2023, the Company issued a press release announcing KKR Denali has entered into a purchase agreement pursuant to which it agreed to sell 15,000,000 shares of the Company’s Class A common stock in a direct placement to client accounts managed by GQG Partners LLC, a global equity investment boutique. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit No. |
Exhibit Description | |
| 5.1 | Opinion of Wilson Sonsini Goodrich & Rosati, P.C. | |
| 23.1 | Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1). | |
| 99.1 | Press Release, dated June 1, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| APPLOVIN CORPORATION | ||||||
| Date: June 1, 2023 | /s/ Herald Chen | |||||
| Herald Chen | ||||||
| Chief Financial Officer | ||||||