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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 14, 2023
AppLovin Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-40325 | 45-3264542 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1100 Page Mill Road
Palo Alto, California 94304
(Address of principal executive offices, including zip code)
(800) 839-9646
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange on which registered |
||
| Class A common stock, par value of $0.00003 per share | APP | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events. |
On August 16, 2023, AppLovin Corporation (the “Company”) filed a prospectus supplement, dated August 14, 2023, to the Company’s shelf registration statement on Form S-3 (File No. 333-272328) (the “Prospectus Supplement”). The Prospectus Supplement covered 10,000,000 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 August 14, 2023, the Company issued a press release announcing KKR Denali has entered into a purchase agreement pursuant to which it agreed to sell 10,000,000 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 August 14, 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: August 16, 2023 | /s/ Herald Chen |
|||||
| Herald Chen | ||||||
| Chief Financial Officer | ||||||
Exhibit 5.1
|
Wilson Sonsini Goodrich & Rosati | |||
| Professional Corporation
650 Page Mill Road |
||||
| Palo Alto, California 94304-1050
O: 650.493.9300 F: 650.493.6811 |
August 16, 2023
AppLovin Corporation
1100 Page Mill Road
Palo Alto, California 94304
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to AppLovin Corporation, a Delaware corporation (the “Company”), in connection with the registration by the Company of 10,000,000 shares (the “Shares”) of the Company’s Class A Common Stock, par value $0.00003 per share, issued to that certain selling stockholder (the “Selling Stockholder”) referred to in the prospectus supplement dated August 14, 2023 (the “Prospectus Supplement”). The Shares have been registered pursuant to a registration statement on Form S-3 (Registration No. 333-272328) (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission on June 1, 2023.
We are acting as counsel for the Company in connection with the sale by the Selling Stockholder of the Shares. In such capacity, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion. In our examination, we have assumed: (i) the authenticity of original documents and the genuineness of all signatures; (ii) the conformity to the originals of all documents submitted to us as copies; (iii) the truth, accuracy and completeness of the information, representations and warranties contained in the instruments, documents, certificates and records we have reviewed; (iv) that the Shares will be issued and sold in compliance with applicable U.S. federal and state securities laws and in the manner stated in the Registration Statement and the Prospectus Supplement; and (v) the legal capacity of all natural persons. As to any facts material to the opinions expressed herein that were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company.
We express no opinion herein as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware (including the statutory provisions and all applicable judicial decisions interpreting those laws) and the federal laws of the United States of America.
On the basis of the foregoing, we are of the opinion, that the Shares to be sold by the Selling Stockholder have been duly authorized and are validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K filed by the Company and the incorporation by reference of this opinion as an exhibit to the Registration Statement, and we consent to the reference of our name under the caption “Legal Matters” included in or made a part of the Registration Statement and the Prospectus Supplement.
* * *
| Very truly yours, |
| /s/ Wilson Sonsini Goodrich & Rosati, P.C. |
| WILSON SONSINI GOODRICH & ROSATI |
| Professional Corporation |
AUSTIN BEIJING BOSTON BOULDER BRUSSELS HONG KONG LONDON LOS ANGELES NEW YORK PALO ALTO
SALT LAKE CITY SAN DIEGO SAN FRANCISCO SEATTLE SHANGHAI WASHINGTON, DC WILMINGTON, DE
Exhibit 99.1
AppLovin Announces GQG Purchase of 10 Million Shares of Class A Common Stock from KKR
PALO ALTO – August 14, 2023 – AppLovin Corporation (NASDAQ: APP) (“AppLovin” or the “Company”), a leading marketing platform, today announced that KKR Denali Holdings L.P. (“KKR”) entered into an agreement with GQG Partners LLC (“GQG”), a leading global equity investment boutique, to sell 10 million shares of AppLovin’s Class A common stock in a direct placement to client accounts managed by GQG.
Adam Foroughi, AppLovin’s co-founder, Chief Executive Officer and Chairperson, said “We appreciate GQG’s support and look forward to our continued relationship.”
GQG said “GQG is delighted to announce that it has increased its investment in AppLovin on behalf of client accounts. We have been impressed by the company’s strong execution.”
The transaction is expected to close on August 21, 2023. KKR will receive all of the proceeds from the offering. AppLovin is not offering any shares of its common stock in the offering. This transaction was negotiated directly between KKR and GQG.
The sale of shares will be made pursuant to a shelf registration statement that became effective automatically upon its filing with the Securities and Exchange Commission (the “SEC”) on June 1, 2023 and a prospectus supplement that will be filed with the SEC by August 16, 2023. Copies of these documents may be obtained, free of charge, at the SEC’s website at www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About AppLovin
AppLovin accelerates business growth with market leading technologies. AppLovin’s end-to-end software solutions support profitable growth by optimizing monetization and by using powerful machine learning to make data-driven marketing decisions. AppLovin partners with businesses to deliver personalized experiences at a massive global scale. AppLovin is headquartered in Palo Alto, California with several offices globally.
About GQG
GQG Partners is a leading global equity investment boutique. Driven by client-alignment, GQG has delivered strong long-term investment results across its core strategies. GQG Partners manages more than US $108 billion in client assets as of July 31, 2023. GQG is listed on the Australian Securities Exchange and is majority owned by its employees. Headquartered in Ft. Lauderdale Florida, with offices in New York, London, Seattle and Sydney, the firm strives for excellence at all levels of its organization through a commitment to independent thinking, continual growth, cultural integrity, and a deep knowledge of the markets.
About KKR
KKR is a leading global investment firm that offers alternative asset management as well as capital markets and insurance solutions. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world-class people and supporting growth in its portfolio companies and communities. KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic partners that manage hedge funds. KKR’s insurance subsidiaries offer retirement, life and reinsurance products under the management of Global Atlantic Financial Group. References to KKR’s investments may include the activities of its sponsored funds and insurance subsidiaries.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements in this release include statements regarding the closing of the transaction between KKR and GQG and the filing of a prospectus supplement. These forward-looking statements are subject to risks and uncertainties, including risks and uncertainties associated with a transaction between two third parties to the Company, as well as the risks described in our Quarterly Report on Form 10-Q for the quarter ending June 30, 2023. The forward-looking statements in this press release are based on information available to us as of the date hereof, and we disclaim any obligation to update any forward-looking statements, except as required by law.
Contacts
Investors
David Hsiao
ir@applovin.com
Press
Kim Hughes
press@applovin.com
Source: AppLovin Corp.