Applied Digital Corp. Enters Material Definitive Agreement

TL;DR

Applied Digital Corp. just signed a big deal, creating a new financial obligation. Details to follow.

AI Summary

On February 11, 2025, Applied Digital Corp. entered into a material definitive agreement, creating a direct financial obligation. The company, formerly known as Applied Blockchain, Inc., is based in Dallas, Texas, and operates in computer processing and data preparation services.

Why It Matters

This filing indicates a significant new financial commitment or obligation for Applied Digital Corp., which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement and creating a direct financial obligation can introduce financial risks and operational changes for the company.

Key Players & Entities

• Applied Digital Corp. (company) — Registrant
• Applied Blockchain, Inc. (company) — Former company name
• February 11, 2025 (date) — Date of earliest event reported
• Dallas, Texas (location) — Company business address

FAQ

Key Financial Figures

• $375 million — Agreement provides for an aggregate of $375 million of term loans (collectively, the "Loans
• $1,000,000 — yment shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in exce
• $100,000 — nt of $1,000,000 or a whole multiple of $100,000 in excess thereof or, if less, the enti

Filing Documents

• form8-k.htm (8-K) — 57KB
• ex99-1.htm (EX-99.1) — 19KB
• ex99-1_001.jpg (GRAPHIC) — 3KB
• 0001493152-25-006049.txt ( ) — 263KB
• apld-20250211.xsd (EX-101.SCH) — 3KB
• apld-20250211_lab.xml (EX-101.LAB) — 33KB
• apld-20250211_pre.xml (EX-101.PRE) — 24KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 11, 2025 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-31968 95-4863690 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 3811 Turtle Creek Blvd. , Suite 2100 , Dallas , TX 75219 (Address of principal executive offices) (Zip Code) 214 - 427-1704 (Registrant's telephone number, including area code) (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). 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 13(a) of the Exchange Act. Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock APLD Nasdaq Global Select Market Item 1.01 Entry into a Material Definitive Agreement. Credit Agreement On February 11, 2025 (the "Closing Date"), APLD HPC Holdings LLC (f/k/a APLD ELN-02 Holdings LLC) (the "Borrower"), a Delaware limited liability company and a subsidiary of Applied Digital Corporation, a Nevada corporation (the "Company") entered into a Credit and Guaranty Agreement (the "Credit Agreement"), dated as of February 11, 2025, by and among the Borrower, each Subsidiary Guarantor (as defined in the Credit Agreement) from time to time party thereto (collectively, the "Subsidiary Guarantors"), each Lender (as defined in the Credit Agreement) from time to time party thereto (collectively, the "Lenders"), and Sumitomo Mitsui Banking Corporation, as Administrative Agent (in such capacity, the "Administrative Agent") and as Collateral Agent (in such capacity, the "Collateral Agent"). The Credit Agreement provides for an aggregate of $375 million of term loans (collectively, the "Loans"), the entire amount of which was immediately available on the Closing Date, subject to the Borrower's delivery of irrevocable notice to the Administrative Agent, in accordance with the procedures and other terms and conditions set forth in the Credit Agreement. The Loans bear interest at (i) for Base Rate Loans (as defined in the Credit Agreement): the Base Rate (as defined in the Credit Agreement) plus (A) 2.50% from the Closing Date until the six (6)-month anniversary of the Closing Date, (B) 3.50% at all times after the six (6)-month anniversary of the Closing Date until the one (1) year anniversary of the Closing Date, and (C) 4.50% at all times after the one (1) year anniversary of the Closing Date; and (ii) for SOFR Loans (as defined in the Credit Agreement): Daily Simple SOFR (as defined in the Credit Agreement) plus (A) 3.50% from the Closing Date until the six (6)-month anniversary of the Closing Date, (B) 4.50% at all times after the six (6)-month anniversary of the Closing Date until the one (1) year anniversary of the Closing Date, and (C) 5.50% at all times after the one (1) year anniversary of the Closing Date. The Credit Agreement matures eighteen (18) months after the Closing Date. The Borrower may voluntarily prepay all or any part of the Loans at any time or from time to time without premium or penalty with no less than three (3) business days' notice; provided, that such prepayment shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Additionally, as more particularly described in the Credit Agreement and that certain collateral agency, security and depositary agreement (the "CASDA"), by and among the Borrower, the Subsidiary Guarantors, the Administrative Agent, the Collateral Agent, and Sumitomo Mitsui Banking Corporation, as Depositary (in such capacity, the "Depositary"), the Borrower is required to prepay all o