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Debt (Tables)
 9 Months Ended
Feb. 28, 2025
Debt Disclosure [Abstract]  
Schedule of Long-Term Debt Instruments
Long-term debt consisted of the following components (in thousands):
Interest RateMaturity DateFebruary 28, 2025May 31, 2024
Senior Unsecured Convertible Notes
2.75%
June 2030
$450,000 $— 
SMBC Loan (1)
See below
August 2026
375,000 — 
Starion Ellendale Loan (2)
7.48%February 202813,279 16,145 
Vantage Transformer Loan6.50%February 2029— 3,609 
Cornerstone Bank Loan (3)
8.59%March 202913,579 15,576 
Yorkville Convertible Debt
—%
April and June 2025
— 80,243 
Starion Term Loan (4)
6.50%July 20277,819 10,021 
Other long-term debt (5)
12,233 297 
Deferred financing costs, net of amortization
(182,784)(501)
Less: Current portion of debt
(10,138)(45,918)
Long-term debt, net$678,988 $79,472 
(1)The SMBC Loan is guaranteed by APLD HPC TopCo LLC, a wholly-owned subsidiary of the Company, and is secured by a continuing security interest in all of the membership interests of the borrower, APLD HPC Holdings LLC, including a mortgage on certain properties as defined in the collateral agency, security and depositary agreement.
(2)The Starion Ellendale Loan is guaranteed by APLD ELN-01 LLC, a wholly-owned subsidiary of the Company, and is secured by the first 100 MW HPC facility in Ellendale, North Dakota (the “Ellendale HPC Facility”), a security interest in substantially all of the assets of APLD ELN-01 LLC, and a security interest in the form of a collateral assignment of the Company’s rights and interests in all master hosting agreements related to the Ellendale HPC Facility.
(3)The Cornerstone Bank Loan is guaranteed by APLD GPU-01, LLC, a wholly-owned subsidiary of the Company, and is secured by a security interest in multiple Terms of Service Agreements for HPC based systems related to AI Cloud Computing Services, which are to be serviced at the Jamestown hosting facility.
(4)The Starion Term Loan is guaranteed by APLD Hosting, LLC, a wholly-owned subsidiary of the Company, and is secured by the Jamestown hosting facility, a security interest in substantially all of the assets of APLD Hosting LLC, and interests in all master hosting agreements related to the Jamestown hosting facility.
(5)Inclusive in this number is $12.0 million of proceeds from the issuance of two SAFE agreements which were accounted for as liabilities. See further discussion below.
Schedule of Maturities of Long-Term Debt
Below is a summary of the remaining principal payments due over the life of the term loans as of February 28, 2025 (in thousands):
Remainder of FY25$2,492 
FY2610,454 
FY27386,129 
FY287,659 
FY293,176 
Thereafter (1)
462,000 
Total$871,910 
(1)Includes $12.0 million of proceeds from the issuance of two SAFE agreements which were accounted for as liabilities. See further discussion below.
Fair Value Measurement Inputs and Valuation Techniques The estimated fair value of the CIM Warrants was based on the following significant inputs:
Initial Warrants
Additional Warrants
Warrant issue date
June 17, 2024August 11, 2024
Contractual term
5 years
5 years
Volatility105 %110 %
Risk-free rate4.25 %3.76 %
Dividend yield— %— %
The estimated fair value of the Macquarie Warrants was based on the following significant inputs:
Macquarie Warrants
Contractual term
5.5 years
Volatility95 %
Risk-free rate4.08 %
Dividend yield— %
The estimated fair value of the STB Warrant was based on the following significant inputs:
STB Warrant
Contractual term
7 years
Volatility95 %
Risk-free rate4.15 %
Dividend yield— %