应用数字公司美股招股说明书(2025-10-15版)

18,220,863 Shares of common stock This prospectus supplement is being filed to update and supplement the information solely with respect to the Preferred EquityPurchase Agreement, by and among Applied Digital Corporation (the “Company”) and the investors signatory thereto, dated as ofApril 30, 2025, as amended by the first amendment (the “First Amendment”) to the PEPA, dated August 14, 2025 and the secondamendment (the “Second Amendment”) to the PEPA, dated September 11, 2025 (collectively, the “PEPA”) and the Company’s SeriesG Convertible Preferred Stock par value $0.001 (the “Series G Preferred Stock”) issuable pursuant thereto, contained in theprospectus, as may be supplemented and amended from time to time (the “Prospectus”), which forms part of the registration statementon Form S-3ASR (File No. 333-287729) filed with the Securities and Exchange Commission (the “SEC”) on June 3, 2025, assupplemented by the prospectus supplement filed with the SEC on August 22, 2025 (together, the “Original Registration Statement”),as amended by the post-effective amendment dated September 23, 2025 (the “Post-Effective Amendment”). Of the 44,931,523 sharesof our common stock, par value $0.001 (“common stock”), issuable upon conversion of the Series G Preferred Stock to the sellingstockholders pursuant to the PEPA, the number of shares of our common stock covered by this prospectus supplement has beenadjusted to reflect that an aggregate of 26,710,660 shares were previously sold by the selling stockholders pursuant to the Prospectus. This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunctionwith the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to theextent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Pleasekeep this prospectus supplement with your Prospectus for future reference. Capitalized terms used in this prospectus supplement andnot otherwise defined herein have the meanings specified in the Prospectus. On October 7, 2025, we entered into the third amendment to the PEPA (the “Third Amendment”) in order to increase theaggregate commitment amount of the shares of Series G Preferred Stock from $450 million to $590 million. In addition, on October14, 2025, we filed a fourth amendment (the “Fourth CoD Amendment”) to the Series G Certificate of Designation, as amended. TheFourth CoD Amendment amended the Series G Certificate of Designation, as amended, to increase the Floor Price (as set forth inSection 1.5(c)(i) of the Certificate of Designation) to $34.00 from $22.00. We are filing this prospectus supplement to supplementcertain information set forth in the Prospectus in connection with the Third Amendment. We will not receive any proceeds from the sale of common stock by the selling stockholders. The common stock to which thisprospectus supplement relates may be offered and sold from time to time directly by the selling stockholders or alternatively throughunderwriters, broker dealers or agents. The selling stockholders will determine at what price they may sell the common stock offeredby this prospectus, and such sales may be made at fixed prices, at prevailing market prices at the time of the sale, at varying pricesdetermined at the time of sale, or at negotiated prices. Although we have been advised by the selling stockholders that the sellingstockholders are purchasing the shares of Series G Preferred Stock or Warrants, as applicable, for their own account, for investmentpurposes in which they take and bear investment risk (including, without limitation, the risk of loss), and without any view or intentionto distribute such shares in violation of the Securities Act of 1933, as amended (the “Securities Act”), or any other applicable securitieslaws, the SEC may take the position that the selling stockholders are deemed “underwriters” within the meaning of Section 2(a)(11) ofthe Securities Act and any profits on the sales of the shares by the selling stockholders and any discounts, commissions or concessionsreceived by the selling stockholders are deemed to be underwriting discounts and commissions under the Securities Act. For additionalinformation on the methods of sale that may be used by the selling stockholders, see the section entitled “Plan of Distribution(Conflict of Interest).” In connection with the First Amendment, the Second Amendment and the Third Amendment, B. Riley Securities, Inc. (“BRS”), aregistered broker-dealer and FINRA member, acted as sole placement agent to the Company and is entitled to a cash fee equal to 2%of the gross cash proceeds received by the Company in connection with the issuance and sale of the shares of the Series G PreferredStock pursuant to thereto. See the section entitled “Plan of Distribution (Conflict of Interest).”We may amend or supplement the Prospectus from time