Filing Details

Accession Number:
0001140361-24-007019
Form Type:
13G Filing
Publication Date:
2024-02-11 19:00:00
Filed By:
Kkr Denali Holdings L.p.
Company:
Applovin Corp
Filing Date:
2024-02-12
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
KKR Denali Holdings 0 43,355,379 43,355,379 0 43,355,379 14.3%
KKR Denali Holdings GP 0 43,355,379 43,355,379 0 43,355,379 14.3%
KKR Americas Fund XII 0 43,355,379 43,355,379 0 43,355,379 14.3%
KKR Associates Americas XII 0 43,355,379 43,355,379 0 43,355,379 14.3%
KKR Americas XII Limited 0 43,355,379 43,355,379 0 43,355,379 14.3%
KKR Group Partnership 0 43,355,379 43,355,379 0 43,355,379 14.3%
KKR Group Holdings Corp 0 43,355,379 43,355,379 0 43,355,379 14.3%
KKR Group Co. Inc 0 43,355,379 43,355,379 0 43,355,379 14.3%
KKR Co. Inc 0 43,355,379 43,355,379 0 43,355,379 14.3%
KKR Management LLP 0 43,355,379 43,355,379 0 43,355,379 14.3%
Henry R. Kravis 0 43,355,379 0 43,355,379 43,355,379 14.3%
George R. Roberts 0 43,355,379 0 43,355,379 43,355,379 14.3%
Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*


AppLovin Corporation
(Name of Issuer)

Class A Common Stock, par value $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:

Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)

*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on 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 provisions of the Act (however, see the Notes).


CUSIP No. 03831W108
13G

1
NAMES OF REPORTING PERSONS
 
 
KKR Denali Holdings L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☒
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
43,355,379
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
43,355,379
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
43,355,379
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
14.3%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

2
CUSIP No. 03831W108
13G

1
NAMES OF REPORTING PERSONS
 
 
KKR Denali Holdings GP LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☒
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
43,355,379
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
43,355,379
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
43,355,379
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
14.3%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

3
CUSIP No. 03831W108
13G

1
NAMES OF REPORTING PERSONS
 
 
KKR Americas Fund XII L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☒
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
43,355,379
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
43,355,379
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
43,355,379
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
14.3%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

4
CUSIP No. 03831W108
13G

1
NAMES OF REPORTING PERSONS
 
 
KKR Associates Americas XII L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☒
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
43,355,379
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
43,355,379
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
43,355,379
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
14.3%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

5
CUSIP No. 03831W108
13G

1
NAMES OF REPORTING PERSONS
 
 
KKR Americas XII Limited
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☒
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
43,355,379
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
43,355,379
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
43,355,379
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
14.3%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

6
CUSIP No. 03831W108
13G

1
NAMES OF REPORTING PERSONS
 
 
KKR Group Partnership L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☒
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
43,355,379
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
43,355,379
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
43,355,379
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
14.3%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

7
CUSIP No. 03831W108
13G

1
NAMES OF REPORTING PERSONS
 
 
KKR Group Holdings Corp.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☒
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
43,355,379
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
43,355,379
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
43,355,379
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
14.3%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

8
CUSIP No. 03831W108
13G

1
NAMES OF REPORTING PERSONS
 
 
KKR Group Co. Inc.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☒
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
43,355,379
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
43,355,379
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
43,355,379
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
14.3%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

9
CUSIP No. 03831W108
13G

1
NAMES OF REPORTING PERSONS
 
 
KKR & Co. Inc.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☒
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
43,355,379
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
43,355,379
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
43,355,379
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
14.3%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

10
CUSIP No. 03831W108
13G

1
NAMES OF REPORTING PERSONS
 
 
KKR Management LLP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☒
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
43,355,379
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
43,355,379
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
43,355,379
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
14.3%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

11
CUSIP No. 03831W108
13G

1
NAMES OF REPORTING PERSONS
 
 
Henry R. Kravis
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☒
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
43,355,379
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
43,355,379
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
43,355,379
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
14.3%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 

12
CUSIP No. 03831W108
13G

1
NAMES OF REPORTING PERSONS
 
 
George R. Roberts
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☒
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
43,355,379
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
43,355,379
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
43,355,379
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
14.3%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 

13
STATEMENT ON SCHEDULE 13G
 
This is Amendment No. 2 to the Schedule 13G filed with the Securities and Exchange Commission on February 10, 2022, as amended by Amendment No. 1 filed with the Securities and Exchange Commission on February 13, 2023. Pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934, as amended (the “Act”), each of the persons listed below under Item 2 (each a “Reporting Person,” and collectively the “Reporting Persons”), have agreed to file one statement with respect to their beneficial ownership of Class A Common Stock, par value $0.00003 per share (“Class A Common Stock”), of AppLovin Corporation (the “Issuer”).
 
Item 1.
 

(a)
Name of Issuer:
 
AppLovin Corporation
 

(b)
Address of Issuer’s Principal Executive Offices:
 
1100 Page Mill Road
 
Palo Alto, California 94304

Item 2.
 

(a)
Name of Person Filing:
 
KKR Denali Holdings L.P. (“KKR Denali”)
KKR Denali Holdings GP LLC (‘KKR Denali GP”)
KKR Americas Fund XII L.P. (“KKR Americas Fund”)
KKR Associates Americas XII L.P. (“KKR Associates”)
KKR Americas XII Limited (“KKR Americas Limited”)
KKR Group Partnership L.P. (“KKR Group Partnership”)
KKR Group Holdings Corp. (“KKR Group Holdings”)
KKR Group Co. Inc. (“KKR Group Co.”)
KKR & Co. Inc. (“KKR & Co.”)
KKR Management LLP (“KKR Management”)
Henry R. Kravis
George R. Roberts


(b)
Address of Principal Business Office, or, if none, Residence:
 
The principal business office for all persons filing (other than Mr. Kravis
 and Mr. Roberts) is:
 
30 Hudson Yards
New York, NY 10001
 
The principal business office for Mr. Kravis is:
 
c/o Kohlberg Kravis Roberts & Co. L.P.
30 Hudson Yards
New York, New York 10001

The principal business office for Mr. Roberts is:
 
14
c/o Kohlberg Kravis Roberts & Co. L.P.
2800 Sand Hill Road, Suite 200
Menlo Park, CA 94025
 

(c)
Citizenship:
 
See Item 4 of each cover page.
 

(d)
Title of Class of Securities:
 
Class A Common Stock, par value $0.00003 per share (the “Class A Common Stock”)
 

(e)
CUSIP Number:
 
03831W108
 
Item 3.
 
Not applicable.
 
Item 4.
Ownership.
 

 (a)
Amount beneficially owned:
 
KKR Denali holds a total of 43,355,379 shares of common stock of the Issuer, based on (i) 4,449,890 shares of Class A Common Stock of the Issuer and (ii) 38,905,489 shares of Class B Common Stock of the Issuer convertible at any time at the option of the holder into 38,905,489 shares of Class A Common Stock of the Issuer, representing approximately 14.3% of the outstanding shares of Class A Common Stock calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (“Rule 13d-3”). Calculations of the Class A Common Stock beneficially owned are based on 264,638,950  shares of Class A Common Stock of the Issuer outstanding as of November 2, 2023, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 8, 2023 plus the 38,905,489 shares of Class B Common Stock convertible at any time at the option of KKR Denali into 38,905,489 shares of Class A Common Stock, which shares will also convert automatically upon certain events specified in the Issuer’s amended and restated certificate of incorporation. Class A Common Stock has one vote per share, Class B Common Stock has 20 votes per share, and Class C common stock has no voting rights.  The common stock held by the Reporting Persons represents 12.9% of the total common stock of the Issuer outstanding, based on 264,638,950 shares of Class A Common Stock and 71,162,622 shares of Class B Common Stock of the Issuer outstanding as of November 2, 2023, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 8, 2023.
 
Each of KKR Denali GP (as the general partner of KKR Denali); KKR Americas Fund (as the sole member of KKR Denali GP); KKR Associates (as the general partner of KKR Americas Fund); KKR Americas Limited (as the general partner of KKR Associates); KKR Group Partnership (as the sole shareholder of KKR Americas Limited); KKR Group Holdings (as the general partner of KKR Group Partnership); KKR Group Co. (as the sole shareholder of KKR Group Holdings); KKR & Co. (as the sole shareholder of KKR Group Co.) and KKR Management (as the Series I preferred stockholder of KKR & Co.) may also be deemed to be the beneficial owner of the securities held by KKR Denali.
 
KKR Denali GP, KKR Americas Fund, KKR Associates, KKR Americas Limited, KKR Group Partnership, KKR Group Holdings, KKR Group Co., KKR & Co. and KKR Management disclaim beneficial ownership of such securities. As the founding partners of KKR Management, Messrs.

15
Henry R. Kravis and George R. Roberts may be deemed to be the beneficial owner of the securities reported herein, but disclaim beneficial ownership of such securities.
 
Adam Foroughi, co-founder, Chief Executive Officer, and the Chairperson of the board of directors of the Issuer, Herald Chen, President and Chief Financial Officer, and a member of the board of directors of the Issuer, and KKR Denali (collectively with certain affiliates, the “Voting Agreement Parties”) are parties to a Voting Agreement (the “Voting Agreement”), which contains certain provisions relating to voting of securities of the Issuer by the parties thereto.  Pursuant to the Voting Agreement, two of Mr. Foroughi, Mr. Chen, and KKR Denali (one of which must be Mr. Foroughi) have the authority to direct the vote of all shares of Class B Common Stock as well as any other shares of the Company’s capital stock held by the Voting Agreement Parties and their respective permitted entities and permitted transferees on all matters to be voted upon by stockholders.
 
By virtue of the Voting Agreement and the obligations and rights thereunder, the Reporting Persons acknowledge and agree that they are acting as a “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934 with the other Voting Agreement Parties and/or certain of their affiliates. The Reporting Persons expressly disclaim beneficial ownership over any shares of Class A Common Stock or Class B Common Stock that they may be deemed to beneficially own solely by reason of the Voting Agreement. Messrs. Foroughi and Chen are separately making Schedule 13G filings reporting their beneficial ownership of shares of Class A Common Stock.
 

(b)
Percent of class:
 
See Item 4(a) above.
 

(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 cover page.
 

(ii)
Shared power to vote or to direct the vote
 
See Item 6 of each cover page.
 

(iii)
Sole power to dispose or to direct the disposition of
 
See Item 7 of each cover page.
 

(iv)
Shared power to dispose or to direct the disposition of
 
See Item 8 of each cover page.
 
Item 5.
Ownership of Five Percent or Less of a Class.
 
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: ☐
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
See Item 4 above. To the best knowledge of the Reporting Persons, no one other than the Reporting Persons and the partners, members, affiliates and shareholders of the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of common stock.
 
16
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
 
Not applicable.
 
Item 8.
Identification and Classification of Members of the Group.
 
See Item 4 above.
 
Item 9.
Notice of Dissolution of Group.
 
Not applicable.
 
Item 10.
Certifications.
 
Not applicable.
 
17
SIGNATURES
 
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
Dated: February 12, 2024
 
   
 
KKR DENALI HOLDINGS L.P.
 
By: KKR Denali Holdings GP LLC, its general partner
   
 
By:
/s/ Christopher Lee
 
Name:
 Christopher Lee
 
Title:
Assistant Secretary
     
 
KKR DENALI HOLDINGS GP LLC
     
 
By:
/s/ Christopher Lee
 
Name:
 Christopher Lee
 
Title:
Assistant Secretary
   
  KKR AMERICAS FUND XII L.P.
 
By: KKR Associates Americas XII L.P., its general partner
 
By: KKR Americas XII Limited, its general partner
 
 
By:
/s/ Christopher Lee
 
Name:
Christopher Lee
 
Title:
Assistant Secretary
   
 
KKR ASSOCIATES AMERICAS XII L.P.
By: KKR Americas XII Limited, its general partner
     
 
By:
/s/ Christopher Lee
 
Name:
Christopher Lee
 
Title:
Assistant Secretary

 
KKR AMERICAS XII LIMITED
     
 
By:
/s/ Christopher Lee
 
Name:
Christopher Lee
 
Title:
Assistant Secretary
   
 
KKR GROUP PARTNERSHIP L.P.
 
By: KKR Group Holdings Corp., its general partner
     
 
By:
/s/ Christopher Lee
 
Name:
Christopher Lee
  Title: Secretary
 
 
KKR GROUP HOLDINGS CORP.
   
 
By:
/s/ Christopher Lee
 
Name:
Christopher Lee
 
Title:
Secretary
   
 
KKR GROUP CO. INC.
   
 
By:
 /s/ Christopher Lee
  Name: Christopher Lee
  Title: Secretary
   
 
KKR & CO. INC.
     
 
By:
/s/ Christopher Lee
 
Name:
Christopher Lee
 
Title:
Secretary
     
 
KKR MANAGEMENT LLP
     
 
By:
/s/ Christopher Lee
 
Name:
Christopher Lee
 
Title:
Assistant Secretary

 
HENRY R. KRAVIS
     
 
By:
/s/ Christopher Lee
 
Name:
Christopher Lee
 



Title:  Attorney-in-fact




GEORGE R. ROBERTS




By:
/s/ Christopher Lee

Name:
Christopher Lee

Title:
Attorney-in-fact
 
EXHIBITS
 
 
Exhibit
Number
 
Title
 
1
 
Joint Filing Agreement (filed as Exhibit 1 to the Schedule 13G/A filed on February 13, 2023 and incorporated herein by reference).
 
2
 
Powers of Attorney granted by Henry R. Kravis and George R. Roberts (filed as Exhibit 2 to the Schedule 13G filed on February 10, 2022 and incorporated herein by reference).