Applied Digital Corp. Files S-1/A Amendment

TL;DR

Applied Digital (formerly Applied Blockchain) filed an S-1/A. Looks like they're still trying to get their ducks in a row for a stock offering.

AI Summary

Applied Digital Corp. filed an S-1/A amendment on November 22, 2024, for its registration statement. The company, formerly known as Applied Blockchain, Inc., is based in Dallas, Texas, and operates in computer processing and data preparation services. This filing is an amendment to a previous registration, indicating ongoing efforts to register securities.

Why It Matters

This S-1/A filing signifies that Applied Digital Corp. is actively pursuing the registration of securities, which could lead to future stock offerings or other capital-raising activities.

Risk Assessment

Risk Level: medium — S-1/A filings often precede significant corporate actions like stock offerings, which carry inherent market risks and require careful investor due diligence.

Key Numbers

• 333-282707 — SEC File Number (Identifies the specific registration filing with the SEC.)
• 0531 — Fiscal Year End (Indicates the end of the company's annual accounting period.)

Key Players & Entities

• Applied Digital Corp. (company) — Registrant
• Applied Blockchain, Inc. (company) — Former company name
• Wes Cummins (person) — Chief Executive Officer
• 333-282707 (dollar_amount) — SEC File Number
• 20241122 (date) — Filing date

FAQ

Key Financial Figures

• $0.001 — 7,521 shares of common stock, par value $0.001 per share (the “Common Stock&rdqu
• $8.76 — Common Stock as reported on Nasdaq was $8.76. You should read this prospectus care
• $450.0 m — d in the Convertible Notes Offering was $450.0 million, which includes $75.0 million agg
• $75.0 million — ring was $450.0 million, which includes $75.0 million aggregate principal amount of Convertib
• $434.5 million — the Convertible Notes was approximately $434.5 million after deducting the Initial Purchasers&
• $84 million — e by us. We intend to use approximately $84 million of the net proceeds from the Convertibl
• $52.7 million — onvertible Notes Offering including (i) $52.7 million to fund the cost of entering into prepa
• $31.3 million — epurchase (as described below) and (ii) $31.3 million to repurchase shares of Common Stock, a
• $51.8 million — e shares of Common Stock, approximately $51.8 million of the net proceeds from the Convertibl
• $14 — pped Call Transactions is approximately $14.72, which represents a premium of 100%
• $85.9 million — date of this prospectus, approximately $85.9 million outstanding under the YA Notes has been
• $6.9 million — ted into shares of our Common Stock and $6.9 million remains outstanding across all the YA N

Filing Documents

• forms-1a.htm (S-1/A) — 476KB
• ex23-1.htm (EX-23.1) — 4KB
• forms-1_001.jpg (GRAPHIC) — 11KB
• forms-1_002.jpg (GRAPHIC) — 12KB
• 0001493152-24-047408.txt ( ) — 514KB

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