Each such Reporting Person may be deemed to beneficially own the securities of the Issuer beneficially owned by APLD Lender Holdings, directly or indirectly controlled by it, but neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person (other than APLD Lender Holdings as direct holder) is the beneficial owner of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), or for any other purpose.
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.001 per share (the “Common Stock”)
038169207
| Item 3. | If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing Is a(n): |
This Item 3 is not applicable.
(a) Amount beneficially Owned:
APLD Lender Holdings currently directly owns a warrant to purchase 6,300,449 shares of Common Stock (“Tranche 1 Warrants”) and has the right to acquire an additional warrant to purchase an additional 2,964,917 shares of Common Stock in connection with its agreement to fund additional loans to a subsidiary of the Issuer, subject to certain conditions (“Tranche 2 Warrants” and together with the Tranche 1 Warrants, the “Initial Warrants”), resulting in beneficial ownership of 6.3% of the Common Stock, as calculated pursuant to Rule 13d-3 of the Act. Pursuant to such agreement, to the extent in the future APLD Lender Holdings enters into accordion loans with a subsidiary of the Issuer pursuant to which APLD Lender Holdings commits to fund additional loans, which is subject to certain conditions and at the discretion of the parties (the “Accordion Loans”), upon funding of such loans, APLD Lender Holdings may acquire additional warrants to purchase up to an additional 5,559,220 shares of Common Stock (the “Accordion Warrants” and together with the Initial Warrants, the “Warrants”). Calculation of the percentage of Shares beneficially owned is based on 137,093,801 shares of Common Stock outstanding as of May 31, 2024 as reported in the Form S-1 filed by the Issuer with the Securities and Exchange Commission on May 31, 2024 and assumes the exercise of the Initial Warrants.
The Accordion Warrants will only be issued if a subsidiary of the Issuer meets certain conditions and the Accordion Loans are entered into and funded, and as a result, the shares of Common Stock underlying such Accordion Warrants are not included in the beneficial ownership reported herein.
The Warrants will be exercisable upon issuance and will have a five-year term. The Warrants will have an exercise price of $4.8005 per share, which exercise price may be paid in cash, by net settlement or by a combination of cash and net settlement but must be exercised by net settlement if no registration covering the exercise of the Warrants remains effective. The Warrants contain customary anti-dilution provisions for corporate actions such as stock dividends and stock splits.
Each of the Reporting Persons may be deemed to be the beneficial owner of the shares of Common Stock listed on such Reporting Person’s cover page.
(b) Percent of class:
Each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of shares of Common Stock listed on such Reporting Person’s cover page.
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