0000902664-24-004729.txt : 20240716 0000902664-24-004729.hdr.sgml : 20240716 20240716170011 ACCESSION NUMBER: 0000902664-24-004729 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240716 DATE AS OF CHANGE: 20240716 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Applied Digital Corp. CENTRAL INDEX KEY: 0001144879 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] ORGANIZATION NAME: 06 Technology IRS NUMBER: 954863690 STATE OF INCORPORATION: NV FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79849 FILM NUMBER: 241120249 BUSINESS ADDRESS: STREET 1: 3811 TURTLE CREEK BLVD., SUITE 2100 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 214-556-2465 MAIL ADDRESS: STREET 1: 3811 TURTLE CREEK BLVD., SUITE 2100 CITY: DALLAS STATE: TX ZIP: 75219 FORMER COMPANY: FORMER CONFORMED NAME: Applied Blockchain, Inc. DATE OF NAME CHANGE: 20210423 FORMER COMPANY: FORMER CONFORMED NAME: Applied Science Products, Inc. DATE OF NAME CHANGE: 20110118 FORMER COMPANY: FORMER CONFORMED NAME: FLIGHT SAFETY TECHNOLOGIES INC DATE OF NAME CHANGE: 20020926 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Oasis Management Co Ltd. CENTRAL INDEX KEY: 0001317904 ORGANIZATION NAME: IRS NUMBER: 753025599 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4TH FLOOR ANDERSON SQUARE, STREET 2: 64 SHEDDEN ROAD, P.O. BOX 10324 CITY: GRAND CAYMAN STATE: E9 ZIP: KY-1103 BUSINESS PHONE: 852-2847-7798 MAIL ADDRESS: STREET 1: 4TH FLOOR ANDERSON SQUARE, STREET 2: 64 SHEDDEN ROAD, P.O. BOX 10324 CITY: GRAND CAYMAN STATE: E9 ZIP: KY-1103 FORMER COMPANY: FORMER CONFORMED NAME: DKR OASIS MANAGEMENT COMPANY, L.P. DATE OF NAME CHANGE: 20090223 FORMER COMPANY: FORMER CONFORMED NAME: DKR OASIS MANAGEMENT CO L.P. DATE OF NAME CHANGE: 20050215 SC 13D/A 1 p24-2368sc13da.htm

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 

Applied Digital Corporation

(Name of Issuer)
 

Common Stock, par value $0.001 per share

(Title of Class of Securities)
 

038169207

(CUSIP Number)
 

Oasis Management Company Ltd.

c/o Oasis Management (Hong Kong)

25/F, LHT Tower

31 Queen's Road Central

Central, Hong Kong

Attention: Phillip Meyer

(852) 2847-7708

 

with a copy to:

 

Schulte Roth & Zabel LLP

919 Third Avenue

New York, NY 10022

Attention: Eleazer N. Klein, Esq.

(212) 756-2000

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

**

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

 (Page 1 of 6 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

** Due solely to changes in the outstanding shares of Common Stock of the Issuer, the Reporting Persons no longer beneficially own more than 5% of the Issuer's shares of Common Stock and the Reporting Persons are voluntarily exiting the reporting system.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No. 038169207SCHEDULE 13D/APage 2 of 6 Pages

 

1

NAME OF REPORTING PERSON

Oasis Management Company Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

7,097,890 shares of Common Stock

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

7,097,890 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

7,097,890 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.84%

14

TYPE OF REPORTING PERSON

OO

       

 

 

 

CUSIP No. 038169207SCHEDULE 13D/APage 3 of 6 Pages

1

NAME OF REPORTING PERSON

Oasis Investments II Master Fund Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC, OO (see Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

7,097,890 shares of Common Stock

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

7,097,890 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

7,097,890 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.84%

14

TYPE OF REPORTING PERSON

OO

       

 

 

 

CUSIP No. 038169207SCHEDULE 13D/APage 4 of 6 Pages

 

 

1

NAME OF REPORTING PERSON

Seth Fischer

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Germany

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

7,097,890 shares of Common Stock

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

7,097,890 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

7,097,890 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.84%

14

TYPE OF REPORTING PERSON

IN

       

 

 

CUSIP No. 038169207SCHEDULE 13D/APage 5 of 6 Pages

 

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned ("Amendment No. 1"). This Amendment No. 1 amends and supplements the Schedule 13D as specifically set forth herein. Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Schedule 13D, as amended. This Amendment No. 1 is the final amendment to the Schedule 13D and constitutes an "exit filing" for the Reporting Persons.

 

Item 4. PURPOSE OF TRANSACTION.

 

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

 

  Due solely to changes in the outstanding shares of Common Stock of the Issuer, the Reporting Persons no longer beneficially own more than 5% of the Issuer's shares of Common Stock and the Reporting Persons are voluntarily exiting the reporting system. This Amendment No. 1 is being filed solely as a result of such change.

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER.

 

Items 5(a), (b), and (e) of the Schedule 13D are hereby amended and restated as follows:

 

(a) See rows (11) and (13) of the cover pages to this Schedule 13D/A for the aggregate number of shares of Common Stock and percentages of the Common Stock beneficially owned by each of the Reporting Persons. The percentages used in this Schedule 13D/A are calculated based upon 146,552,678 shares of Common Stock outstanding as of July 1, 2024, as reported in the Issuer's Prospective Statement on Form 424B5 filed with the Securities and Exchange Commission on July 9, 2024.
   
(b) See rows (7) through (10) of the cover pages to this Schedule 13D/A for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
   
(e) July 1, 2024.

 

 

CUSIP No. 038169207SCHEDULE 13D/APage 6 of 6 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: July 16, 2024

 

 

  Oasis Management CoMPANY Ltd.
   
   
  By: /s/ Phillip Meyer
  Name: Phillip Meyer
  Title: General Counsel
     

 

  Oasis Investments II Master Fund Ltd.
   
   
  By: s/ Phillip Meyer
  Name: Phillip Meyer
  Title: Director
     

 

   
  /s/ Seth Fischer
  SETH FISCHER