April 3, 2025

Wes Cummins
Chief Executive Officer
Applied Digital Corporation
3811 Turtle Creek Blvd.
Suite 2100
Dallas, TX 75219

       Re: Applied Digital Corporation
           Form 10-K for the Fiscal Year Ended May 31, 2024
           Form 10-Q for the Period Ended November 30, 2024
           File No. 001-31968
Dear Wes Cummins:

       We have limited our review of your filings to the financial statements
and related
disclosures and have the following comments.

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended May 31, 2024
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Commentary on Results of Operations for the fiscal year ended May 31, 2024,
page 55

1.     Please revise to explain, in sufficient detail, the reasons driving
changes in your
       financial statement line items. Your revised disclosures should also
address relevant
       segment information as necessary to understand the business as a whole.
For example,
       you disclose two reasons for the $109.8 million increase in consolidated
revenues
       during the year ended May 31, 2024 compared to the previous year.
However, you do
       not quantify the extent to which each factor contributed to the overall
change.
       Additionally, you attributed a portion of the change to increased
capacity but did not
       quantify the extent to which capacity increased between periods and
specific reasons
       for that change. Refer to Item 303(a) and (b) of Regulation S-K.
 April 3, 2025
Page 2
Audited Financial Statements
2. Basis of Presentation and Significant Accounting Policies
Recent Accounting Pronouncements, page 75

2.     We note your discussion about ASU 2023-07, Segment Reporting ("Topic
280"):
       Improvements to Reportable Segment Disclosure. Please confirm that,
based upon
       your fiscal year-end, the ASU is effective for the fiscal year that
began June 1, 2024
       and for interim periods in the fiscal year beginning June 1, 2025.
Form 10-Q for the Period Ended November 30, 2024
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Sources of Liquidity, page 43

3.     Please revise to provide a more fulsome discussion of material cash
requirements
       from known contractual obligations, including lease obligations,
purchase obligations,
       minimum debt payments, and other liabilities reflected on your balance
sheet. Your
       discussion should also address any material commitments or obligations
that are
       reasonably likely to have a material current or future effect on your
financial
       condition, results of operations, liquidity, or capital resources. Refer
to Item 303(c) of
       Regulation S-K.
4.     As a related matter, please revise to explain how you determined that
you had the
       ability to generate and obtain sufficient amounts of cash to meet your
requirements
       and plans both in the short and long term. We note your disclosure on
page 9 that you
       believe substantial doubt to continue as a going concern has been
alleviated by your
       January 2025 Unit Purchase Agreement with Macquarie Asset Management.
       However, on page 27, you indicate that closing for this agreement is
conditioned upon
       several items, including the execution of a lease with a hyperscaler.
Please revise to
       clarify when closing of this agreement is expected to take place and how
your ability
       to continue as a going concern will be impacted if you are unable to
meet the closing
       conditions for this agreement.

        In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

       Please contact Lisa Etheredge at 202-551-3424 or Robert Littlepage at
202-551-3361
with any questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of
Technology