As filed with the United States Securities and Exchange Commission on September 8, 2022.
Registration No. 333-258818
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3
TO FORM S-1/A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
APPLIED BLOCKCHAIN, INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada737095-4863690
(State or other jurisdiction of incorporation or organization)(Primary Standard Industrial Classification Code Number)(I.R.S. Employer Identification No.)
3811 Turtle Creek Blvd., Suite 2100,
Dallas, TX 75219
214-427-1704
(Address, including zip code, and telephone number, including area code, of principal executive offices)
Copies to:
Carol Sherman, Esq.
Kelley Drye & Warren LLP
Canterbury Green
201 Broad Street
Stamford, CT 06901
Telephone: (203) 324-1400
Facsimile: (203) 327-2669
Approximate date of proposed sale to public: As soon as practicable on or after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”). (Check one):
Large accelerated filer    ☐    Accelerated filer    ☐
Non-accelerated filer        Smaller reporting company    
        Emerging growth company    ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a) may determine.


EXPLANATORY NOTE
Applied Blockchain, Inc., a Nevada corporation (the “Company”), filed a Registration Statement on Form S-1 on August 13, 2021 (Reg. No. 333-258818), which was declared effective on April 12, 2022, (as amended, the “Registration Statement”). This Post-Effective Amendment No. 3 to the Registration Statement on Form S-1 (the “Post-Effective Amendment”) is being filed solely to correct a typographical error in Exhibit 23.1.



PART II
ITEM 16.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following exhibits are filed with this registration statement.
Exhibit No.Description


Exhibit No.Description
3.1
3.2
4.1
4.1.1
4.1.2
4.2
4.2.1
4.2.2
4.3
4.4
5.1
3

10.1
10.2
10.3
10.4
10.5#
10.6#
10.7
10.8#
10.9#
10.10#
10.11
10.12†
10.12.1†
10.12.2†
10.12.3†
10.13†



10.13.1
10.14#
10.15†
10.16†
10.17†
10.17.1†
10.18
10.19
21.1
23.1*
23.2Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.1)
24.1Power of Attorney(contained on the signature page of the original filing of this Registration Statement on Form S-1).
107
* Filed herewith.
† Management compensatory agreement.
# Portions of this exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information is not material and would likely cause competitive harm to the registrant if publicly disclosed.







SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Post-Effective Amendment No. 3 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, Texas on September 8, 2022.

APPLIED BLOCKCHAIN, INC.
By:
/s/ Wes Cummins
Name: Wes Cummins
Title: Chief Executive Officer, Secretary and Treasurer (Principal Executive Officer)
By:
/s/ David Rench
Name: David Rench
Title: Chief Financial Officer (Principal Financial and Principal Accounting Officer)




Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 3 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
PersonCapacityDate
/s/ Wes Cummins
Chairperson of the Board and Director
(Principal Executive Officer)
September 8, 2022
Wes Cummins
/s/ David Rench
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
September 8, 2022
David Rench
*Director
Chuck Hastings
September 8, 2022
*Director
Kelli McDonald
September 8, 2022
*Director
Doug Miller
September 8, 2022
*Director
Virginia Moore
September 8, 2022
*Director
Richard Nottenburg
September 8, 2022
*Director
Jason Zhang
September 8, 2022
* By: /s/ Wes Cummins
Wes Cummins
Attorney-In-Fact