M&A - Applied Digital Corp.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-03-28

Corporate Action: Acquisition

Type: Update

Accession Number: 000164117225001404

Filing Summary: This Schedule 13D/A is an amendment that updates previous filings related to Applied Digital Corp. It reports the February 2025 vesting of RSUs, resulting in the acquisition of 83,333 shares by the Reporting Person, Wesley Cummins, who is also the CEO of the company. Furthermore, it discloses a significant transaction involving the transfer of 1,000,000 shares of common stock to 1334 Partners, L.P. in exchange for a 49% interest in Beacon Partners LLC, alongside a $1,400,000 credit to the Purchaser's operating expenses. The closing price of the stock before this agreement was $7.44 per share. Overall, the Reporting Person holds approximately 10.0% of the total outstanding stock, amounting to 22,254,970 shares, with sole voting and dispositive authority.

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Form Type: 8-K

Filing Date: 2025-01-14

Corporate Action: Acquisition

Type: New

Accession Number: 000149315225002040

Filing Summary: On January 13, 2025, Applied Digital Corporation entered into a Unit Purchase Agreement (UPA) with MIP VI HPC Holdings, LLC for the sale of 225,000 Preferred Units at a price of $1,000 per unit, totaling $225 million. The Issuer will also issue Common Units representing 15% of fully diluted equity post-closing. The agreement allows for additional investments up to $4.1 billion for future data center projects. Key terms include a 12.75% annual dividend on Preferred Units, a liquidation preference, and conditions tied to executing leases for a data center. Other components include issuing warrants to purchase common stock, a ‘no shop’ clause, and conditions for closing related to negotiations of additional agreements and the execution of leases. Closing is projected within 15 business days post-condition satisfaction. A related press release was issued on January 14, detailing the agreement and context.

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