应用数字公司美股招股说明书(2025-06-04版)

39,705,883 Shares of common stock This 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 uponconversion of the 156,000 shares of Series G Convertible Preferred Stock of the Company, par value $0.001 per share (the “Series G 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 exercise We will not receive any proceeds from the sale of common stock by the selling stockholders. The common stock to which thisprospectus relates may be offered and sold from time to time directly by the selling stockholders or alternatively through underwriters,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 whichthey take investment risk (including, without limitation, the risk of loss), and without any view or intention to distribute such shares in 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 information Our common stock is listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “APLD.” On May 30, 2025, thelast reported sale price of our common stock on Nasdaq was $6.83 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 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 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 TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus is part of an automatically effective registration statement on Form S-3 (“shelf registration statement”) that wefiled with the Securities and Exchange Commission (the “SEC”) utilizing a “shelf” registration process. Under this shelf registrationstatement, the selling stockholders may offer and sell, from time to time, in one or more offerings up to 39,705,883 shares of ourcommon stock. This prospectus provides you with a general description of the common stock the selling stockholders may offer. If theselling stockholders offer to sell shares of common stock in an underwritten offering, we/the selling stockholders will provide a 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 thedate 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 documents We have provided you only with the information contained in this prospectus, including information incorporated by referencein this prospectus and any applicable prospectus supplement. Neither we nor the selling s