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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 30, 2026
APPLIED
DIGITAL CORPORATION
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-31968 |
|
95-4863690 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
3811
Turtle Creek Blvd.,
Suite
2100
Dallas,
TX |
|
75219 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: 214-427-1704
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock |
|
APLD |
|
Nasdaq
Global Select Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY
NOTE
This
Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by Applied Digital Corporation, a Nevada corporation (the “Company,”
“us”) with the Securities and Exchange Commission (the “SEC”) on June 2, 2025 (the “Original 8-K”).
On March 30, 2026, the Company entered into a series of agreements intended to enhance the credit of the tenants under the data
center leases for two of its three Polaris Forge 1 data centers in Ellendale, North Dakota: the Company’s 100 MW data center (“ELN-02”)
and the Company’s 150 MW data center (“ELN-03”), both currently leased to CoreWeave, Inc. (“CoreWeave Parent”).
CoreWeave
Parent informed us that it was refinancing certain of its debt obligations with respect to ELN-02 and ELN-03, and that the refinanced
indebtedness received an investment grade credit rating of A3. These ratings compare favorably to CoreWeave Parent’s credit rating
of BB.
Item
1.01 Entry into a Material Definitive Agreement.
First
Amendment to ELN-02 Datacenter Lease and Entry Into New Datacenter Lease
As
previously reported, on May 28, 2025, APLD ELN-02 LLC, a subsidiary of the Company, entered into the datacenter lease with CoreWeave
Parent (the “ELN-02 Parent Lease”), the material terms of which are described in the Original 8-K. On March 30, 2026,
the Company and CoreWeave Parent amended the ELN-02 Parent Lease to suspend the term for two of the four data halls covered by the lease
(the “ELN-02 Parent Lease Amendment”) and the Company entered into a new datacenter lease with CoreWeave Compute Acquisition
Co. VIII, LLC (“CoreWeave SPV”), a wholly owned subsidiary of CoreWeave Parent, for those two data halls on substantially
the same terms as the ELN-02 Parent Lease (the “ELN-02 SPV Lease”). The ELN-02 SPV Lease is conterminous with the initial
term of the ELN-02 Parent Lease. Upon the expiration or earlier termination of the ELN-02 SPV Lease, the suspended term under the ELN-02
Parent Lease will resume and all four data halls of ELN-02 will once again be governed by the ELN-02 Parent Lease.
CoreWeave
Parent Guaranty and Letter of Credit
On
March 30, 2026, as further credit enhancement, CoreWeave Parent delivered to APLD ELN-02 LLC an Unconditional Springing Guaranty
of Payment and Performance (the “ELN-02 Guaranty”) in connection with CoreWeave SPV’s obligations under the ELN-02
SPV Lease.
In
addition, CoreWeave Parent is obligated to provide a letter of credit in the amount of $50,000,000 to secure obligations under the ELN-02
Parent Lease within 30 days (the “Letter of Credit”).
ELN-03
Assignment and Assumption of Datacenter Lease
As
previously reported, on May 28, 2025, APLD ELN-03 LLC, a subsidiary of the Company, entered into the datacenter lease with CoreWeave
Parent (the “ELN-03 Parent Lease”), the material terms of which are described in the Original 8-K. On March 30, 2026,
CoreWeave Parent entered into an Assignment, Assumption and Consent Agreement with CoreWeave SPV and APLD ELN-03 LLC (the “Assignment
Agreement”), assigning all of CoreWeave Parent’s rights and obligations under the ELN-03 Parent Lease to CoreWeave SPV for
the remaining term of the ELN-03 Parent Lease and releasing CoreWeave Parent from the ELN-03 Parent Lease. In addition, CoreWeave Parent
also provided an Unconditional Springing Guaranty of Payment and Performance in connection with CoreWeave SPV’s obligations under
the ELN-03 Parent Lease (the “ELN-03 Guaranty”), similar to the ELN-02 Guaranty.
Based
on the enhanced credit ratings of CoreWeave Parent’s refinanced indebtedness for each of the ELN-02 and ELN-03 data center facilities,
and the additional credit support provided, the Company has determined that the foregoing transactions are favorable to the holders of
its 9.250% notes due 2030.
The
foregoing description of the ELN-02 Parent Lease, ELN-03 Parent Lease, the ELN-02 Guaranty, the ELN-03 Guaranty and the Assignment
Agreement do not purport to be complete and are qualified in their entirety by the full text of the ELN-02 Parent Lease, ELN-03
Parent Lease, the ELN-02 Guaranty, the ELN-03 Guaranty and the Assignment Agreement, copies of which are filed as Exhibit 10.1 and
10.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 2, 2025 and Exhibits 10.1, 10.2 and 10.3 to
this Current Report on Form 8-K/A, respectively, and are incorporated by reference herein.
Forward-Looking
Statements
This
Current Report on Form 8-K/A and other reports filed by the Company from time to time with the SEC contains “forward-looking statements”
as defined in the Private Securities Litigation Reform Act of 1995 regarding, among other things, future operating and financial performance,
product development, market position, business strategy and objectives and future financing plans. These statements use words, and variations
of words, such as “will,” “intend,” “continue,” “build,” “future,” “increase,”
“drive,” “believe,” “look,” “ahead,” “confident,” “deliver,”
“outlook,” “expect,” “project” and “predict.” Other examples of forward-looking statements
may include, but are not limited to, (i) statements that reflect perspectives and expectations regarding the Polaris Forge 1 datacenter
leases, including the expected benefit of the refinancing indebtedness to the holders of the Company’s 9.250% notes due 2030, (ii)
statements about the high performance compute (“HPC”) industry, (iii) statements of Company plans and objectives, including
our evolving business model, or estimates or predictions of actions by suppliers, (iv) statements of future economic performance, (v)
statements of assumptions underlying other statements and statements about the Company or its business and (vi) the Company’s plans
to obtain future project financing. You are cautioned not to rely on these forward-looking statements. These statements are based on
current expectations of future events and thus are inherently subject to uncertainty. If underlying assumptions prove inaccurate or known
or unknown risks or uncertainties materialize, actual results could vary materially from the Company’s expectations and projections.
These risks, uncertainties, and other factors include: CoreWeave SPV’s ability to perform its obligations with respect to the refinanced
indebtedness, as well as the ELN-02 SPV Lease and ELN-03 Parent Lease following assignment; our ability to complete construction of our
data center campuses as planned; the lead time of customer acquisition and leasing decisions and related internal approval processes;
changes to artificial intelligence and high performance compute infrastructure needs and their impact on future plans; costs related
to high performing compute operations and strategy; our ability to timely deliver any services required in connection with completion
of installation under the lease agreements, including the ELN-02 SPV Lease and the ELN-03 Parent Lease as assigned; our ability to raise
additional capital to fund the ongoing data center construction and operations; our ability to obtain financing of datacenter leases
on acceptable financing terms, or at all; our dependence on principal customers, including our ability to execute and perform our obligations
under our leases with key customers, including without limitation, the datacenter leases with CoreWeave at our Polaris Forge 1 campus,
at future data centers and with future tenants; our ability to timely and successfully build new hosting facilities with the appropriate
contractual margins and efficiencies; our ability to obtain adequate power for our data centers and on acceptable terms; power or other
supply disruptions and equipment failures; the inability to comply with regulations, developments and changes in regulations; cash flow
and access to capital; availability of financing to continue to grow our business; decline in demand for our products and services; maintenance
of third party relationships; and conditions in the debt and equity capital markets. Information in this Current Report on Form 8-K/A
is as of the dates and time periods indicated herein, and the Company does not undertake to update any of the information contained in
these materials, except as required by law.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1*† |
|
Unconditional Springing Guaranty of Payment and Performance, dated March 30, 2026, by and between APLD ELN-02 LLC and CoreWeave, Inc. |
| 10.2*† |
|
Unconditional Springing Guaranty of Payment and Performance, dated March 30, 2026, by and between APLD ELN-03 LLC and CoreWeave, Inc. |
| 10.3* |
|
Assignment, Assumption and Consent, dated March 30, 2026, by and among APLD ELN-03 LLC, CoreWeave, Inc. and CoreWeave Compute Acquisition Co. VIII, LLC. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
| * |
Portions of this document
have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. |
| † |
The schedules to this
agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy
of any omitted schedule to the SEC upon request. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
|
APPLIED
DIGITAL CORPORATION |
| |
|
|
|
| Date: |
April
1, 2026 |
By: |
/s/
Saidal L. Mohmand |
| |
|
Name: |
Saidal
L. Mohmand |
| |
|
Title: |
Chief
Financial Officer |
