{"url_path":"/sec/apld/8-k/2026-06-09/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-09","source_url":"https://www.sec.gov/Archives/edgar/data/1144879/0001493152-26-027857-index.html","accession_number":"0001493152-26-027857","cik":"0001144879","ticker":"APLD","issuer_name":"Applied Digital Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1144879/0001493152-26-027857-index.html","primary_entity_key":"0001144879","primary_entity_name":"Applied Digital Corp."},"word_count":488,"has_tables":true,"body_markdown":"**Item\n8.01.**\n**Other\nEvents.**\n\n \n\nOn\nJune 9, 2026, the Company issued a press release announcing the intention of APLD ComputeCo 3 LLC, its subsidiary, to offer, subject\nto market conditions and other factors, $1.59 billion aggregate principal amount of senior secured notes due 2031 in a private offering\nto persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside the\nUnited States to non-U.S. persons in reliance on Regulation S under the Securities Act (the “Offering”).\n\n \n\nAPLD\nComputeCo 3 LLC intends to use the net proceeds from the Offering to (i) fund the construction and associated expenses of 150\nmegawatts of critical IT load (“ELN-04”) at Polaris Forge 1, Applied Digital’s AI Factory campus at Ellendale, North\nDakota, (ii) repay the aggregate principal balance plus any accrued interest under the Credit and Guaranty Agreement with Goldman\nSachs Bank USA, as administrative agent and as collateral agent and the lenders party thereto, which was provided as a bridge loan facility,\n(iii) fund debt service reserves, and (iv) pay transaction expenses.\n\n \n\nA\ncopy of the press release announcing the Offering is filed as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated\nherein by reference.\n\n \n\nThe\ninformation included in this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities.\n\n \n\n**Cautionary\nNote Regarding Forward-Looking Statements**\n\n \n\nStatements\nin this Current Report on Form 8-K about future expectations, plans, and prospects, as well as any other statements regarding matters\nthat are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation\nReform Act of 1995. These statements include, but are not limited to, statements relating to the completion, size and timing of the Offering,\nthe anticipated use of any proceeds from the Offering, the terms of the notes and anticipated future events. The words “anticipate,”\n“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”\n“may,” “plan,” “potential,” “predict,” “project,” “should,” “target,”\n“will,” “would,” and similar expressions are intended to identify forward-looking statements, although not all\nforward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking\nstatements as a result of various important factors, including uncertainties related to market conditions and the completion of the Offering\non the anticipated terms or at all, the other factors discussed in the “Risk Factors” section of the Company’s Annual\nReport on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on July 30, 2025 and the risks described\nin other filings that the Company may make from time to time with the SEC. Any forward-looking statements contained in this Current Report\non Form 8-K speak only as of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking statement,\nwhether as a result of new information, future events, or otherwise, except to the extent required by applicable law."}