应用数字公司美股招股说明书(2025-06-04版)

39,705,883 Shares of common stockThis prospectus relates to the resale from time to time of up to 39,705,883 shares of common stock , $0.001 par value per share(“common stock”), of Applied Digital Corporation (the “Company,” “we,” “our,” or “us”) by the selling stockholders named herein ortheir permitted transferees (each, a “selling stockholder,” and collectively, the “selling stockholders”) in amounts, at prices and onterms that will be determined at the time of any such offering, comprised of (i) 36,705,883 shares of common stock issuable upon Preferred Stock”), issued pursuant to the terms of the PEPA (as defined below) and (ii) 3,000,000 shares of common stock (the We are registering the offer and sale of the shares of the common stock issuable upon conversion of the Series G Preferred Stockto satisfy registration rights we have granted to certain of the selling stockholders pursuant to a registration rights agreement dated asof April 30, 2025 (the “Registration Rights Agreements”). We are also registering 3,000,000 Warrant Shares issuable upon the exerciseof the Warrants. We have agreed to bear all of the expenses incurred in connection with the registration of the shares of common stockcovered by this prospectus. The selling stockholders will pay or assume brokerage commissions and similar charges, if any, incurred in broker dealers or agents. The selling stockholders will determine at what price they may sell the common stock offered by thisprospectus, and such sales may be made at fixed prices, at prevailing market prices at the time of the sale, at varying prices determinedat the time of sale, or at negotiated prices. Although we have been advised by the selling stockholders that the selling stockholders arepurchasing the shares of Series G Preferred Stock or Warrants, as applicable, for their own account, for investment purpose in which commissions or concessions received by the selling stockholders are deemed to be underwriting discounts and commissions under theSecurities Act. For additional information on the methods of sale that may be used by the selling stockholders, see the section entitled“Plan of Distribution.”We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You shouldcarefully read this prospectus and any prospectus supplement or amendment before you invest in our common stock. You also shouldread the documents we have referred you to in the “Where You Can Find More Information” section of this prospectus for informationabout us and our financial statements. information contained in this prospectus under the heading “Risk Factors” beginning on page 7 of this prospectus, as well asthe risks and uncertainties described in our Annual Report on Form 10-K for the fiscal year ended Form 10-K for the yearended May 31, 2024, as supplemented by the Risk Factors included in Exhibit 99.2 to the Company’s Form 8-K filed with theSEC on November 5, 2024, in Item 1A of the Company’s Form 10-Q filed with the SEC on January 14, 2025 and in Item 1A of time, which are incorporated by reference herein in their entirety.NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION OR FORWARD-LOOKING STATEMENTSRISK FACTORSPRIVATE PLACEMENTSUSE OF PROCEEDS DESCRIPTION OF CAPITAL STOCKLEGAL MATTERS statement, the selling stockholders may offer and sell, from time to time, in one or more offerings up to 39,705,883 shares of our selling stockholders offer to sell shares of common stock in an underwritten offering, we/the selling stockholders will provide aprospectus supplement accompanied by this prospectus. The prospectus supplement will contain specific information about the termsof the offering. The prospectus supplement may also add, update or change information contained in this prospectus. If there is any You should not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forthon the front cover of this prospectus or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus is delivered or the shares of common stock are sold orotherwise disposed of on a later date. Our business, financial condition, results of operations and prospects may have changed sincethose dates. It is important for you to read and consider all information contained in this prospectus, including the documentsincorporated by reference herein, in making your investment decision. You should also read and consider the information in the in this prospectus and any applicable prospectus supplement. Neither we nor the selling stockholders have authorized anyone toprovide any information or to make any representations other than those contained in or incorporated by reference in this prospectus,any prospectus supplement, or in any free writing prospectuses we have or may prepare. We