应用数字 corp 美股招股说明书(2025-11-19版)

8,393,611 Shares of common stock This prospectus supplement supplements the prospectus dated September 26, 2025 (the “Prospectus”), relating to the resale fromtime to time of up to 8,393,611 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 stockholder named herein or their permitted transferees (the “sellingstockholder”) in amounts, at prices and on terms that will be determined at the time of any such offering, comprised of 8,393,611shares of common stock (the “Warrant Shares”) issuable upon the exercise of warrants (the “Warrants”) issued by the Company on 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 and We are registering the offer and sale of the Warrant Shares issuable upon exercise of the Warrants to satisfy registration rights wehave granted to CoreWeave pursuant to a registration rights agreement dated as of May 28, 2025 (the “Registration Rights We will not receive any proceeds from the sale of the Warrant Shares by the selling stockholder. The shares of common stock towhich the Prospectus and this prospectus supplement relate may be offered and sold from time to time directly by the sellingstockholder or alternatively through underwriters, broker dealers or agents. The selling stockholder will determine at what price theymay sell the Warrant Shares offered by this prospectus, and such sales may be made at fixed prices, at prevailing market prices at thetime of the sale, at varying prices determined at the time of sale, or at negotiated prices. Although we have been advised by the sellingstockholder that the selling stockholder is purchasing the Warrants for its own account, for investment purpose in which it takesinvestment risk (including, without limitation, the risk of loss), and without any view or intention to distribute such Warrants in We may amend or supplement the Prospectus from time to time by filing amendments or supplements as required. You shouldcarefully read the Prospectus and this prospectus supplement before you invest in our common stock. You also should read thedocuments we have referred you to in the “Where You Can Find More Information” section of the Prospectus for information about us Our common stock is listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “APLD.” On November 13, 2025,the last reported sale price of our common stock on Nasdaq was $23.06 per share. Our executive office is located at 3811 Turtle Creek Blvd., Suite 2100, Dallas, Texas 75219, and our phone number is (214) 427-1704. Our principal website address iswww.applieddigital.com. Investing in our securities involves risks. Before making an investment decisions, you should carefully review theinformation 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 May 31, 2025, filed with the NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION ORREGULATORY BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS The date of this prospectus supplement is November 19, 2025. PRIVATE PLACEMENT Warrants As previously disclosed, on May 28, 2025, our subsidiaries entered into two datacenter leases with CoreWeave, to deliver upto an aggregate of 250 MW of infrastructure to host CoreWeave’s HPC operations at Polaris Forge 1. The first lease is for the fullcapacity of Building 2, our 100MW datacenter that is currently under construction and the second lease is for the full capacity ofBuilding 3, our 150MW datacenter that is also under construction. We have guaranteed the obligations of our subsidiaries under the In the first fiscal quarter of 2025, CoreWeave exercised its option for an additional 150MW of hosting capacity at PolarisForge 1. Accordingly, on August 28, 2025, APLD ELN-02 C LLC, our subsidiary, and CoreWeave entered into a third datacenter lease(the “Building 4 Lease”) for the full capacity of Building 4 at Polaris Forge 1, a 150MW datacenter to be constructed by us. TheBuilding 4 Lease brings the total capacity leased by CoreWeave at Polaris Forge 1 to 400MW. Building 4 is currently in the design In connection with the entry into the Building 4 Lease, we issued the Warrants to CoreWeave on August 28, 2025, to acquireup to 8,393,611 shares of our common stock at an exercise price of $10.75 per share, subject to adjus