Applied Digital Corp. Files S-1 Registration Statement

TL;DR

Applied Digital (APLD) just filed an S-1, meaning they're gearing up to sell more stock.

AI Summary

Applied Digital Corp. filed an S-1 registration statement on October 18, 2024, for an unspecified offering. The company, formerly known as Applied Blockchain, Inc., is incorporated in Nevada and headquartered in Dallas, Texas. This filing indicates a potential future sale of securities by the company.

Why It Matters

This S-1 filing signals that Applied Digital Corp. is preparing to offer new securities to the public, which could impact its stock price and capital structure.

Risk Assessment

Risk Level: medium — S-1 filings can precede stock dilution or signal a need for capital, introducing uncertainty for existing investors.

Key Numbers

• 7374 — SIC Code (Identifies the company's industry as Services-Computer Processing & Data Preparation.)
• 0531 — Fiscal Year End (Indicates the end of the company's fiscal year.)

Key Players & Entities

• Applied Digital Corp. (company) — Registrant
• October 18, 2024 (date) — Filing Date
• 333-282707 (dollar_amount) — SEC File Number
• Nevada (company) — State of Incorporation
• Dallas, Texas (company) — Principal Executive Offices Location
• Wes Cummins (person) — Chief Executive Officer
• Applied Blockchain, Inc. (company) — Former Company Name

FAQ

Key Financial Figures

• $0.001 — 7,521 shares of common stock, par value $0.001 per share (the “Common Stock&rdqu
• $8.05 — Common Stock as reported on Nasdaq was $8.05. You should read this prospectus care
• $6.9 million — Stock for net proceeds of approximately $6.9 million. The Series E Dealer Manager Agreement
• $125,000,000 — e “Sales Agreement”). Up to $125,000,000 of shares of our Common Stock may be is
• $16.4 million — ement for approximate proceeds to us of $16.4 million. As of August 31, 2024, this offering w
• $25 million — spectus, we have received the remaining $25 million of the purchase price, previously held
• $250.0 million — cribe for, an aggregate amount of up to $250.0 million of Common Stock (the “SEPA Aggreg
• $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 (the “Commitment Fee&r
• $4.73 — of Common Stock at a price per share of $4.73 per share, the Nasdaq official closing
• $3.24 — ur Common Stock, at a purchase price of $3.24 per share, representing the last closin
• $160 m — e gross proceeds to us of approximately $160 million, before deducting offering expens
• $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

Filing Documents

• forms-1.htm (S-1) — 452KB
• ex5-1.htm (EX-5.1) — 20KB
• ex23-1.htm (EX-23.1) — 4KB
• ex107.htm (EX-FILING FEES) — 21KB
• forms-1_001.jpg (GRAPHIC) — 11KB
• forms-1_002.jpg (GRAPHIC) — 12KB
• 0001493152-24-041455.txt ( ) — 531KB

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 20 LEGAL MATTERS 24 EXPERTS 25 WHERE YOU CAN FIND MORE INFORMATION 25 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 26 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 with respect to 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 docum

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

View Full Filing

View this S-1 filing on SEC EDGAR