Applied Digital Corp. Files S-1 for Securities Offering

TL;DR

Applied Digital (formerly Applied Blockchain) is filing an S-1, likely prepping for a stock sale. Watch this space.

AI Summary

Applied Digital Corp. filed an S-1 registration statement with the SEC on October 4, 2024. The company, formerly known as Applied Blockchain, Inc., is registering securities for potential sale. The filing provides details about the company's business, financial condition, and the terms of the securities being offered, though specific dollar amounts for the offering are not detailed in this initial filing.

Why It Matters

This S-1 filing indicates Applied Digital Corp. is preparing to raise capital through a securities offering, which could impact its future growth and operations.

Risk Assessment

Risk Level: medium — S-1 filings are standard for companies planning to issue securities, but the actual success and impact depend on market conditions and the specifics of the offering not fully detailed here.

Key Numbers

• 7374 — SIC Code (Computer Processing & Data Preparation industry)
• 0531 — Fiscal Year End (Indicates the end of the company's annual accounting period)

Key Players & Entities

• Applied Digital Corp. (company) — Registrant
• October 4, 2024 (date) — Filing Date
• Applied Blockchain, Inc. (company) — Former Company Name
• Wes Cummins (person) — Chief Executive Officer
• 333-282518 (dollar_amount) — SEC File Number

FAQ

Key Financial Figures

• $0.001 — 2,720 shares of common stock, par value $0.001 per share (the "Common Stock"), of Appl
• $8.19 — Common Stock as reported on Nasdaq was $8.19. You should read this prospectus care
• $6.9 million — Stock for net proceeds of approximately $6.9 million in total. The Series E Dealer Manager A
• $50.0 m — 4, for total proceeds to the Company of $50.0 million, before deducting certain offerin
• $1,000.00 — n arrears, at an annual rate of 8.0% of $1,000.00 per share of Series F Preferred Stock (
• $250.0 million — cribe for, an aggregate amount of up to $250.0 million of Common Stock, at our request any tim
• $25,000 — e (in cash) to YA Fund in the amount of $25,000. Additionally, we agreed to pay a commi
• $2,125,000 — y, we agreed to pay a commitment fee of $2,125,000 to YA Fund, payable on the effective da
• $15 m — te provides for an initial borrowing of $15 million, which was drawn on June 7, 2024,
• $110 m — 024, and subsequent borrowings of up to $110 million, which will be available subject
• $75 million — ure that allows for up to an additional $75 million of borrowings. Principal amounts repaid
• $20 million — ings, allowing us to draw an additional $20 million (net of original discount and fees) of
• $105 million — he CIM Promissory Note is approximately $105 million. Yorkville Amendments In connection
• $3.00 — onditionally lower the floor price from $3.00 to $2.00 so long as the daily VWAP is l
• $2.00 — lly lower the floor price from $3.00 to $2.00 so long as the daily VWAP is less than

Filing Documents

• forms-1.htm (S-1) — 423KB
• ex5-1.htm (EX-5.1) — 19KB
• ex23-1.htm (EX-23.1) — 2KB
• ex107.htm (EX-FILING FEES) — 13KB
• forms-1_001.jpg (GRAPHIC) — 5KB
• forms-1_002.jpg (GRAPHIC) — 5KB
• 0001493152-24-039591.txt ( ) — 474KB

RISK FACTORS

RISK FACTORS 13 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 14 SELLING STOCKHOLDER 15

USE OF PROCEEDS

USE OF PROCEEDS 18 PLAN OF DISTRIBUTION 19

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 21 LEGAL MATTERS 23 EXPERTS 23 WHERE YOU CAN FIND MORE INFORMATION 24 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 25 3 ABOUT THIS PROSPECTUS This prospectus forms part of a registration statement that we filed with the SEC, and that includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC, together with the additional information described under the headings " Where You Can Find More Information " and " Incorporation of Certain Information by Reference " before making your investment decision. You should rely only on the information provided in this prospectus or in a prospectus supplement or any free writing prospectuses or amendments thereto. Neither we, nor the Selling Stockholders, have authorized anyone else to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the information in this prospectus is accurate only as of the date hereof. Our business, financial condition, results of operations and prospects may have changed since that date. Neither we, nor the Selling Stockholders, are offering to sell or seeking offers to purchase these securities in any jurisdiction where the offer or sale is not permitted. We have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities as to distribution of the prospectus outside of the United States. 4 PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus and the documents incorporated by reference herein

Business

Business We are a United States ("U.S.") designer, developer, and operator of next-generation digital infrastructure across North America. We provide digital infrastructure solutions and cloud services to the rapidly growing industries of High-Performance Computing ("HPC") and Artificial Intelligence ("AI"). We operate in three distinct business segments, including, Blockchain data center hosting (the "Data Center Hosting Business"), cloud services through a wholly owned subsidiary (the "Cloud Services Business") and HPC data center hosting (the "HPC Hosting Business"), as further discussed below. We completed our initial public offering in April 2022 and our Common Stock began trading on Nasdaq on April 13, 2022. In November 2022, we changed our name from Applied Blockchain, Inc. to Applied Digital Corporation. Data Center Hosting Business Our Data Center Hosting Business provides energized infrastructure services to crypto mining customers. Our custom-designed data centers allow customers to rent space based on their power requirements. We currently serve seven crypto mining customers, all of which have entered into contracts with us ranging from three to five years. This business segment accounts for the majority of the revenue we generate from our operations (approximately 83% for the fiscal year ended May 31, 2024). We currently operate sites in Jamestown and Ellendale, North Dakota, with a total hosting capacity of approximately 286 MW: Jamestown, North Dakota: 106 MW facility. Ellendale, North Dakota: 180 MW facility. In March 2021, we executed a strategy planning and portfolio advisory services agreement (the "Services Agreement") with GMR Limited, a British Virgin Island limited liability company ("GMR"), Xsquared Holding Limited, a British Virgin Island limited liability company ("SparkPool") and Valuefinder, a British Virgin Islands limited liability company ("Valuefinder" and, together with GMR and SparkPool, the "Service Provider(s)"). U

View Full Filing

View this S-1 filing on SEC EDGAR