Correspondence 0001493152-24-037178 from Applied Digital Corp. (APLD)

Applied Digital Corp.
Date: Sept. 19, 2024 · CIK: 0001144879 · Accession: 0001493152-24-037178

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File numbers found in text: 333-282119

Date

September 23, 2024

Author

Chief

Form

CORRESP

Company

Applied Digital Corp.

Letter

Re: Applied Digital Corporation (the “Company”)

September 19, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

F Street, N.E.

Washington, D.C. 20549

Registration Statement on Form S-1 (File No. No. 333-282119)

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the above-referenced Registration Statement (the “Registration Statement”) be declared effective by the Securities and Exchange Commission at 8:00 a.m., Eastern Time, on September 23, 2024, or as soon as practicable thereafter, or at such later time as the Company or its counsel may request via telephone call to the staff.

Please call Steven Siesser of Lowenstein Sandler LLP at (212) 204-8688 to confirm the effectiveness of the Registration Statement or with any questions.

Very
truly yours,
APPLIED
DIGITAL CORPORATION

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CORRESP
1
filename1.htm

September
19, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Applied
    Digital Corporation (the “Company”)

Registration
Statement on Form S-1 (File No. No. 333-282119)

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the above-referenced Registration
Statement (the “Registration Statement”) be declared effective by the Securities and Exchange Commission at 8:00 a.m.,
Eastern Time, on September 23, 2024, or as soon as practicable thereafter, or at such later
time as the Company or its counsel may request via telephone call to the staff.

Please
call Steven Siesser of Lowenstein Sandler LLP at (212) 204-8688 to confirm the effectiveness of the Registration Statement or with any
questions.

    Very
    truly yours,

    APPLIED
    DIGITAL CORPORATION

    By:
    /s/
    David Rench

    Name:
    David
    Rench

    Title:
    Chief
    Financial Officer

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