As filed with the Securities and Exchange Commission on December 3, 2021.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AppLovin Corporation
(Exact name of registrant as specified in its charter)
Delaware | 7370 | 45-3264542 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
1100 Page Mill Road
Palo Alto, California 94304
(800) 839-9646
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Adam Foroughi
Co-Founder, Chief Executive Officer, and Chairperson
Herald Chen
President and Chief Financial Officer
1100 Page Mill Road
Palo Alto, California 94304
(800) 839-9646
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Rezwan D. Pavri Lisa L. Stimmell Andrew T. Hill Lang Liu Wilson Sonsini Goodrich & Rosati, P.C. 650 Page Mill Road Palo Alto, California 94304 (650) 493-9300 | Victoria Valenzuela Lonnie Huang AppLovin Corporation 1100 Page Mill Road Palo Alto, California 94304 (800) 839-9646 | Michael T. Esquivel Ran D. Ben-Tzur James D. Evans Jennifer J. Hitchcock Fenwick & West LLP 801 California Street Mountain View, California 94041 (650) 988-8500 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ File No. 333-261377
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☐ | |||
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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of each Class of Securities to be Registered | Shares to be Registered(1) | Proposed Maximum | Maximum Offering Price(2) | Amount of Registration Fee(3) | ||||
Class A common stock, par value $0.00003 per share | 1,150,000 | $90.35 | $103,896,750 | $9,631.23 | ||||
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(1) | Represents only the additional number of shares of Class A common stock being registered, and includes 150,000 additional shares of Class A common stock that the underwriters have the option to purchase. Does not include the securities that the registrant previously registered on the Registration Statement on Form S-1, as amended (File No. 333-261377). |
(2) | Calculated pursuant to Rule 457(c) under the Securities Act of 1933, as amended, or the Securities Act, for the purpose of determining the registration fee based on the average of the high and low sales prices of the registrant’s Class A common stock as reported by the Nasdaq Global Select Market on November 30, 2021. |
(3) | The registrant previously registered 7,475,000 shares of Class A common stock on the Registration Statement on Form S-1, as amended (File No. 333-261377), which was declared effective by the Securities and Exchange Commission on December 3, 2021. In accordance with Rule 462(b) under the Securities Act, 1,150,000 additional shares of Class A common stock are hereby registered, which includes the additional shares that the underwriters have the option to purchase. |
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) of the Securities Act.
EXPLANATORY NOTE AND INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE
AppLovin Corporation (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement relates to the public offering of securities contemplated by the Registration Statement on Form S-1, as amended (File No. 333-261377) (the “Prior Registration Statement”), which the Commission declared effective on December 3, 2021.
The Registrant is filing this Registration Statement for the sole purpose of increasing by 1,150,000 shares the number of shares of its Class A common stock, par value $0.00003 per share, to be registered for sale, 150,000 of which may be sold by KKR Denali Holdings L.P. upon exercise of the underwriters’ option to purchase additional shares. The additional shares that are being registered for issuance and sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement. The information set forth in the Prior Registration Statement, and all exhibits to the Prior Registration Statement, are hereby incorporated by reference into this Registration Statement.
The required opinions and consents are listed on the Exhibit Index attached hereto and filed herewith.
EXHIBIT INDEX
# | Previously filed. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palo Alto, California, on the 3rd day of December, 2021.
APPLOVIN CORPORATION | ||
By: | /s/ Adam Foroughi | |
Name: | Adam Foroughi | |
Title: | Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Adam Foroughi Adam Foroughi | Chief Executive Officer and Chairperson (Principal Executive Officer) | December 3, 2021 | ||
/s/ Herald Chen Herald Chen | Chief Financial Officer, President, and Director (Principal Financial Officer) | December 3, 2021 | ||
/s/ Elena Arutunian Elena Arutunian | Chief Accounting Officer (Principal Accounting Officer) | December 3, 2021 | ||
* Craig Billings | Director | December 3, 2021 | ||
* Margaret Georgiadis | Director | December 3, 2021 | ||
* Alyssa Harvey Dawson | Director | December 3, 2021 | ||
* Edward Oberwager | Director | December 3, 2021 | ||
* Asha Sharma | Director | December 3, 2021 | ||
* Eduardo Vivas | Director | December 3, 2021 |
*By: | /s/ Adam Foroughi Adam Foroughi | Attorney-in-Fact |