Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]
July 16 2024 - 4:00PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D/A |
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT
TO
RULE 13d-2(a) |
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Under the Securities Exchange Act of 1934 |
(Amendment No. 1)* |
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Applied Digital
Corporation |
(Name of Issuer) |
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Common Stock, par
value $0.001 per share |
(Title of Class of Securities) |
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038169207 |
(CUSIP Number) |
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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
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(Name, Address and Telephone Number of Person |
Authorized to Receive Notices and Communications) |
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** |
(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. 038169207 | SCHEDULE 13D/A | Page 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 |
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CUSIP No. 038169207 | SCHEDULE 13D/A | Page 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 |
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CUSIP No. 038169207 | SCHEDULE 13D/A | Page 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 |
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CUSIP No. 038169207 | SCHEDULE 13D/A | Page 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: |
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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. |
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(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. |
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(e) |
July 1, 2024. |
CUSIP No. 038169207 | SCHEDULE 13D/A | Page 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
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Oasis Management CoMPANY Ltd. |
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By: |
/s/
Phillip Meyer |
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Name: |
Phillip
Meyer |
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Title: |
General
Counsel |
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Oasis
Investments II Master Fund Ltd. |
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By: |
s/
Phillip Meyer |
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Name: |
Phillip
Meyer |
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Title: |
Director |
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/s/ Seth Fischer |
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SETH FISCHER |
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