Applied Digital Corporation (APLD) has filed an S-3ASR registration statement for the resale of up to 14,062,521 shares of common stock by selling stockholders. The shares consist of 13,062,521 Lease Warrant Shares from warrants issued May 28, 2025, and 1,000,000 STB Warrant Shares from warrants issued February 27, 2025.
The company operates three business segments:
- Blockchain data center hosting (83% of FY2024 revenue)
- Cloud services
- HPC data center hosting
Applied Digital currently operates two facilities with total hosting capacity of 286 MW: a 106 MW facility in Jamestown and a 180 MW facility in Ellendale, North Dakota. The company pivoted from crypto mining to digital infrastructure in March 2022, focusing on High-Performance Computing and AI solutions. An Electric Service Agreement provides competitive power rates for their operations.
Applied Digital Corporation (APLD) announced a change in its independent registered public accounting firm. On June 18, 2025, Marcum LLP resigned following its attest business acquisition by CBIZ CPAs P.C. effective November 1, 2024. CBIZ CPAs was subsequently appointed as the company's new auditor with Audit Committee approval.
Key points regarding the transition:
- Marcum's audit reports for FY2023 and FY2024 contained no adverse opinions or modifications
- No disagreements existed between Marcum and Applied Digital on accounting principles, practices, or procedures
- A material weakness in internal control over financial reporting was disclosed in FY2024 Annual Report
- No prior consultations occurred between Applied Digital and CBIZ CPAs regarding accounting principles or audit opinions
The company has filed Marcum's letter dated June 20, 2025, confirming these statements as Exhibit 16.1.