<SEC-DOCUMENT>0001415889-25-015627.txt : 20250604
<SEC-HEADER>0001415889-25-015627.hdr.sgml : 20250604
<ACCEPTANCE-DATETIME>20250604175204
ACCESSION NUMBER:		0001415889-25-015627
CONFORMED SUBMISSION TYPE:	SCHEDULE 13G
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20250604
DATE AS OF CHANGE:		20250604

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
		EIN:				954863690
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			0531

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13G
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-79849
		FILM NUMBER:		251024325

	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:			CoreWeave, Inc.
		CENTRAL INDEX KEY:			0001769628
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-PREPACKAGED SOFTWARE [7372]
		ORGANIZATION NAME:           	06 Technology
		EIN:				823060021
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13G

	BUSINESS ADDRESS:	
		STREET 1:		290 W. MT. PLEASANT AVENUE, SUITE 4100
		CITY:			LIVINGSTON
		STATE:			NJ
		ZIP:			07039
		BUSINESS PHONE:		(973) 270-9737

	MAIL ADDRESS:	
		STREET 1:		290 W. MT. PLEASANT AVENUE, SUITE 4100
		CITY:			LIVINGSTON
		STATE:			NJ
		ZIP:			07039

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Atlantic Crypto Corp
		DATE OF NAME CHANGE:	20190304
</SEC-HEADER>
<DOCUMENT>
<TYPE>SCHEDULE 13G
<SEQUENCE>1
<FILENAME>primary_doc.xml
<TEXT>
<XML>
<?xml version="1.0" encoding="UTF-8"?><edgarSubmission xmlns="http://www.sec.gov/edgar/schedule13g" xmlns:com="http://www.sec.gov/edgar/common">
  <headerData>
    <submissionType>SCHEDULE 13G</submissionType>
	    <filerInfo>
      <filer>
        <filerCredentials>
          <cik>0001769628</cik>
          <ccc>XXXXXXXX</ccc>
        </filerCredentials>
      </filer>
      <liveTestFlag>LIVE</liveTestFlag>





    </filerInfo>
  </headerData>

  <formData>
    <coverPageHeader>
	      <securitiesClassTitle>Common Stock, par value $0.001 per share</securitiesClassTitle>
      <eventDateRequiresFilingThisStatement>05/28/2025</eventDateRequiresFilingThisStatement>
      <issuerInfo>
        <issuerCik>0001144879</issuerCik>        <issuerName>Applied Digital Corporation</issuerName>        <issuerCusip>038169207</issuerCusip>
        <issuerPrincipalExecutiveOfficeAddress>
          <com:street1>3811 Turtle Creek Boulevard, Suite 2100</com:street1>
                    <com:city>Dallas</com:city>
          <com:stateOrCountry>TX</com:stateOrCountry>
          <com:zipCode>75219</com:zipCode>
        </issuerPrincipalExecutiveOfficeAddress>
      </issuerInfo>

	        <designateRulesPursuantThisScheduleFiled>
	   				        <designateRulePursuantThisScheduleFiled>Rule 13d-1(c)</designateRulePursuantThisScheduleFiled>
		      </designateRulesPursuantThisScheduleFiled>

    </coverPageHeader>

	    <coverPageHeaderReportingPersonDetails>




    <reportingPersonName>CoreWeave, Inc.</reportingPersonName>



		 <citizenshipOrOrganization>DE</citizenshipOrOrganization>

      <reportingPersonBeneficiallyOwnedNumberOfShares>
                <soleVotingPower>13062521.00</soleVotingPower>
                          <sharedVotingPower>0.00</sharedVotingPower>
                          <soleDispositivePower>13062521.00</soleDispositivePower>
                         <sharedDispositivePower>0.00</sharedDispositivePower>
             </reportingPersonBeneficiallyOwnedNumberOfShares>

              <reportingPersonBeneficiallyOwnedAggregateNumberOfShares>13062521.00</reportingPersonBeneficiallyOwnedAggregateNumberOfShares>


     	    <classPercent>5.5</classPercent>









	        <typeOfReportingPerson>CO</typeOfReportingPerson>





	  <comments>The securities reported in Rows 5, 7, and 9 consist of 13,062,521 shares of the Common Stock of Applied Digital Corporation (the "Issuer") issuable upon the exercise of vested warrants (the "Initial Warrant") to purchase shares of Common Stock of the Issuer, which Initial Warrant is directly beneficially owned by CoreWeave, Inc. (the "Reporting Person").  The Initial Warrant was issued to the Reporting Person on May 28, 2025, in connection with commercial data center lease agreements entered into by and between the Reporting Person and certain subsidiaries of the Issuer.

The percentage in Row 11 is calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act of 1934, as amended, and based on an aggregate total of 224,717,713 shares of the Issuer's Common Stock outstanding as of April 11, 2025, as reported by the Issuer in its Quarterly Report filed on Form 10-Q for the period ended February 28, 2025, filed with the Securities and Exchange Commission on April 14, 2025, with the shares underlying the Initial Warrant deemed outstanding for purposes of such calculation.</comments>

    </coverPageHeaderReportingPersonDetails>

    <items>
      <item1>
        <issuerName>Applied Digital Corporation</issuerName>
        <issuerPrincipalExecutiveOfficeAddress>3811 Turtle Creek Boulevard, Suite 2100, Dallas, TX, 75219.</issuerPrincipalExecutiveOfficeAddress>
      </item1>

      <item2>
        <filingPersonName>CoreWeave, Inc., a Delaware corporation (the "Reporting Person")</filingPersonName>        <principalBusinessOfficeOrResidenceAddress>290 West Mt. Pleasant Avenue, Suite 4100
Livingston, NJ 07039</principalBusinessOfficeOrResidenceAddress>        <citizenship>The Reporting Person is incorporated in the State of Delaware, U.S.A.</citizenship>      </item2>

        <item3>
		        <notApplicableFlag>Y</notApplicableFlag>

      </item3>



    <item4>
    <amountBeneficiallyOwned>Reference to "beneficial ownership" of securities for purposes of this initial statement on Schedule 13G (this "Statement") shall be understood to refer to beneficial ownership as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

As of May 28, 2025 (the "Event Date"), the date as of which the Reporting Person became obligated to file this Statement, the Reporting Person may be deemed to beneficially own an aggregate 13,062,521 shares of the Issuer's Common Stock, all of which are shares issuable upon the exercise of vested warrants to purchase the Issuer's Common Stock.  The Reporting Person is the direct beneficial owner of all of the securities described in the preceding sentence.

Beneficial ownership of all the securities identified in the preceding paragraph of this Item 4(a) was acquired by the Reporting Person on the Event Date, in connection with commercial data center leases (the "Lease Agreements") entered into by and between the Reporting Person and certain subsidiaries of the Issuer.  In connection with the Reporting Person's entry into the Lease Agreements, the Issuer issued a warrant (the "Initial Warrant") to the Reporting Person, to acquire up to 13,062,521 shares of the Issuer's Common Stock at an exercise price of $7.19 per share, subject to adjustment in accordance with the terms and conditions set forth in the Initial Warrant.  The Issuer further agreed to file a resale registration statement with the U.S. Securities and Exchange Commission (the "SEC") to register the resale of the shares issuable upon exercise of the Initial Warrant pursuant to a Registration Rights Agreement, which was also entered into as of the Event Date by and between the Issuer and Reporting Person (the "Registration Rights Agreement"). The Initial Warrant and the Registration Rights Agreement were executed pursuant to a Letter Agreement, dated as of the Event Date, by and between the Issuer and Reporting Person (the "Letter Agreement").  Pursuant to the Letter Agreement, additional warrants ("Additional Warrants") may be issued to the Reporting Person from time to time if the Reporting Person or any of its affiliates enters into any datacenter lease, master services agreement, license agreement or other agreement or an expansion thereof which increases the Reporting Person's total contracted-for capacity for critical IT load/compute power across data centers owned or controlled by the Reporting Person, any controlled affiliate of the Reporting Person and certain Reporting Person joint ventures.  Under the terms of the Letter Agreement, any Additional Warrants, if any, are to be issued on substantially the same terms as the Initial Warrant, but subject to an exercise price, and exercisable for a number of additional shares, to be calculated concurrent with the issuance thereof.

Additionally, the Initial Warrant and any Additional Warrants are subject to a beneficial ownership limitation, whereby the Initial Warrant and any Additional Warrants may not be exercisable to the extent such exercise would result in the aggregate number of shares beneficially owned by the Reporting Person and its Section 13(d) affiliate "group" (as such term is used in Rule 13d-5 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") exceeding certain limitations under Nasdaq Listing Rules.

The foregoing description of the Lease Agreements, the Initial Warrant, the Registration Rights Agreement, the Letter Agreement, and any Additional Warrants, are not complete and are qualified in their entirety by reference to the full text of the Lease Agreements, the form of Warrant, the Registration Rights Agreement, and the Letter Agreement, which were filed by the Issuer with the SEC on June 2, 2025, as Exhibits 10.1, 10.2, 4.1, 10.3, and 10.4 to the Issuer's Current Report filed on Form 8-K (File No. 001-31968).</amountBeneficiallyOwned>    <classPercent>As of the Event Date, the Reporting Person was deemed to directly beneficially own an aggregate 5.5% of the Issuer's outstanding Common Stock.

The aforementioned percentage was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act and based on an aggregate total of 224,717,713 shares of the Issuer's Common Stock outstanding as of April 11, 2025, as reported by the Issuer in its Quarterly Report filed on Form 10-Q for the period ended February 28, 2025, filed with the SEC on April 14, 2025, with the shares underlying the Initial Warrant deemed outstanding for purposes of such calculation.
</classPercent>
      <numberOfSharesPersonHas>
        <solePowerOrDirectToVote>13,062,521</solePowerOrDirectToVote>
        <sharedPowerOrDirectToVote>0</sharedPowerOrDirectToVote>
        <solePowerOrDirectToDispose>13,062,521</solePowerOrDirectToDispose>
        <sharedPowerOrDirectToDispose>0</sharedPowerOrDirectToDispose>
      </numberOfSharesPersonHas>
    </item4>


        <item5>
	          <notApplicableFlag>Y</notApplicableFlag>


    </item5>


        <item6>
	  	  <notApplicableFlag>Y</notApplicableFlag>
		        </item6>


        <item7>
	  	  <notApplicableFlag>Y</notApplicableFlag>


    </item7>


          <item8>
                <notApplicableFlag>Y</notApplicableFlag>

              </item8>


            <item9>
                <notApplicableFlag>Y</notApplicableFlag>
                      </item9>


      <item10>
                <notApplicableFlag>N</notApplicableFlag>
        <certifications>By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.</certifications>

      </item10>
    </items>


	    <signatureInformation>
      <reportingPersonName>CoreWeave, Inc.</reportingPersonName>

      <signatureDetails>
        <signature>/s/ Kristen McVeety</signature>
        <title>Kristen McVeety/General Counsel and Secretary</title>
        <date>06/04/2025</date>
      </signatureDetails>

    </signatureInformation>



  </formData>

    </edgarSubmission>
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</SEC-DOCUMENT>
