Transaction Documents finalization deadline February 15, 2025
Company: Applied Digital
What the later record shows
The date slipped · new target February 28, 2025
A First Amendment to the UPA was signed on February 11, 2025, before the February 15 deadline, and the deal continued rather than being terminated. It was later amended and restated on October 3, 2025, with initial closing on October 6, 2025. The passages do not state the amendment's terms; the February 28 revised date comes from the company's related claim.
“10.5* First Amendment to Unit Purchase Agreement, dated February 11, 2025, by and between Applied Digital Corporation, APLD HPC Holdings LLC, APLD HPC TopCo LLC, and MIP VI HPC Holdings, LLC.”
2025-02-12 · Applied Digital 8-K/A filed 2025-02-13 View cached copy (2026-08-31)Live source ↗
“On October 3, 2025, we, TopCo 1, APLD HPC TopCo 2, and the Purchaser entered into the A&R UPA.”
2025-12-04 · Applied Digital S-3 filed 2025-12-05 View cached copy (2026-08-31)Live source ↗
Checked October 9, 2026 against filings, releases and reporting published after the claim was made. Quotes are verbatim from the linked documents.
The claim, verbatim
Either party may terminate if Transaction Documents not finalized by February 15, 2025
Source (primary)
Applied Digital 8-K filed 2025-01-14 (SEC EDGAR, sec_filing)
View cached copy (2026-08-31)Live source ↗
Quote: “If the parties do not finalize the negotiation and agree on the terms of the Transaction Documents in form and substance mutually satisfactory to the parties, on or before February 15, 2025, then either the Purchaser or the Issuer may terminate the UPA”
How we checked this
Checked on October 10, 2026. The cited source supports every part of this claim.
The 8-K states that if the Transaction Documents are not finalized on or before February 15, 2025, either the Purchaser or the Issuer may terminate the UPA, which matches the claim.
Confirmed in the source:
- The Unit Purchase Agreement sets a February 15, 2025 deadline for the parties to finalize and agree on the Transaction Documents
- If the Transaction Documents are not finalized by that date, either the Purchaser or the Issuer may terminate the Unit Purchase Agreement
What we did: Read our cached copy of SEC EDGAR (https://www.sec.gov/Archives/edgar/data/1144879/000149315225002040/form8-k.htm) in full (16,003 characters, retrieved August 31, 2026) and checked each assertion in the claim against it.
Additional evidence
confirms Applied Digital 8-K filed 2025-01-14
Quote: “If the parties do not finalize the negotiation and agree on the terms of the Transaction Documents in form and substance mutually satisfactory to the parties, on or before February 15, 2025, then either the Purchaser or the Issuer may terminate the UPA”
delays Applied Digital 8-K/A filed 2025-02-13
Quote: “10.5* First Amendment to Unit Purchase Agreement, dated February 11, 2025, by and between Applied Digital Corporation, APLD HPC Holdings LLC, APLD HPC TopCo LLC, and MIP VI HPC Holdings, LLC.”
delays Applied Digital S-3 filed 2025-12-05
Quote: “On October 3, 2025, we, TopCo 1, APLD HPC TopCo 2, and the Purchaser entered into the A&R UPA.”