{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-26-008849","form_type":"8-K","ticker":"APLD","cik":"0001144879","company_name":"Applied Digital Corp.","filed_at":"2026-03-04T23:59:59+00:00","discovered_at":"2026-05-14T18:02:34.619392+00:00","generated_at":"2026-05-15T21:26:13.414712+00:00","sec_items":["1.01","2.03","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"Applied Digital guarantees $2.4B design-build contract for 1.2GW power plant; receives 10% equity in Base Electron","bullets":["Guarantee covers $2.4B design-build contract with Babcock & Wilcox for 1.2GW power generation facility to support data centers.","Base Electron will issue 10% of its equity to Applied Digital as partial consideration for the guarantee.","Applied Digital may terminate guarantee if Base Electron lists on exchange, raises $50M+, or pays $50-100M fee.","Base Electron is a related-party entity formed by Applied Digital executives and directors."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-008849","json":"https://secwatch.observer/filing/0001493152-26-008849.json","markdown":"https://secwatch.observer/filing/0001493152-26-008849.md","text":"https://secwatch.observer/filing/0001493152-26-008849.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1144879/000149315226008849/0001493152-26-008849-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1144879/000149315226008849/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-15T21:26:13.414712+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"b0f26b7f0766a2a5022fd3a31622539d1b430809","claim":"Applied Digital Corp. entered an off-balance-sheet arrangement for guarantee of approximately $2.4 billion with The Babcock & Wilcox Company.","evidence_excerpt":"the “Guarantee”) in favor of The Babcock & Wilcox Company (NYSE: BW) (“B&W”), pursuant to which Applied Digital has agreed to unconditionally and irrevocably guarantee the full and timely performance by Base Electron, Inc.","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1144879/000149315226008849/0001493152-26-008849-index.htm","confidence":0.9},{"claim_id":"a3e7eae58c35c209690864ab019cf2ce7d32a93e","claim":"Applied Digital Corp. entered into Guarantee with The Babcock & Wilcox Company (effective 2026-02-26).","evidence_excerpt":"On February 26, 2026, Applied Digital Corporation (“Applied Digital” or the “Company”) entered into a Guarantee (the “Guarantee”) in favor of The Babcock & Wilcox Company (NYSE: BW) (“B&W”), pursuant to which Applied Digital has agreed to unconditionally and irrevocably guarantee the full and timely performance by Base Electron, Inc. (“Base Electron”) of its obligations under that certain Design-Build Agreement, dated February 26, 2026, by and between Base Electron and B&W (the “Design-Build Agreement”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1144879/000149315226008849/0001493152-26-008849-index.htm","confidence":0.7}],"comparable_filings":[{"accession":"0001213900-26-063832","ticker":"USAR","company_name":"USA Rare Earth, Inc.","filed_at":"2026-06-02T13:14:30+00:00","headline":"USA Rare Earth selects South Carolina for $1.2B magnet facility; 490 jobs, 6,400 tpa capacity","event_type":"other_material","sec_items":["1.01","2.03","7.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 2.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-063832","json":"https://secwatch.observer/filing/0001213900-26-063832.json","markdown":"https://secwatch.observer/filing/0001213900-26-063832.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1970622/000121390026063832/0001213900-26-063832-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1970622/000121390026063832/ea0293127-8k_usarare.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On February 26, 2026, Applied Digital Corporation (“Applied Digital” or the “Company”) entered into a Guarantee (the “Guarantee”) in favor of The Babcock & Wilcox Company (NYSE: BW) (“B&W”), pursuant to which Applied Digital has agreed to unconditionally and irrevocably guarantee the full and timely performance by Base Electron, Inc. (“Base Electron”) of its obligations under that certain Design-Build Agreement, dated February 26, 2026, by and between Base Electron and B&W (the “Design-Build Agreement”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1144879/000149315226008849/0001493152-26-008849-index.htm","comparable_excerpt":"On June 1, 2026, USA Rare Earth, Inc. (the “Company”) entered into a Lease Agreement (the “Lease”) with TC Liberty Development, LLC, a Delaware limited liability company (“Landlord”), for the lease of a to-be-constructed specialty rare earth magnet manufacturing facility located on Bear Den Road in Blacksburg, Cherokee County, South Carolina (the “Premises”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1970622/000121390026063832/0001213900-26-063832-index.htm"}},{"accession":"0001467623-26-000040","ticker":"DBX","company_name":"DROPBOX, INC.","filed_at":"2026-06-01T13:06:23+00:00","headline":"Dropbox secures $400M revolving credit facility, authorizes $900M share repurchase program","event_type":"other_material","sec_items":["1.01","2.03","7.01","8.01","9.01"],"materiality_score":0.7,"calibrated_materiality_score":0.7,"match_reasons":["same fact type: debt_financing","same SEC item: 1.01, 2.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001467623-26-000040","json":"https://secwatch.observer/filing/0001467623-26-000040.json","markdown":"https://secwatch.observer/filing/0001467623-26-000040.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1467623/000146762326000040/0001467623-26-000040-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1467623/000146762326000040/dbx-20260601.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"the “Guarantee”) in favor of The Babcock & Wilcox Company (NYSE: BW) (“B&W”), pursuant to which Applied\nDigital has agreed to unconditionally and irrevocably guarantee the full and timely performance by Base Electron, Inc.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1144879/000149315226008849/0001493152-26-008849-index.htm","comparable_excerpt":"Agent and Collateral Agent, the “Agent”) and Citizens Bank, N.A., Goldman Sachs Bank USA and RBC Capital Markets, each as Joint Lead Arranger, providing the Company with up to $400 million in borrowing capacity (the loans thereunder, the “Revolving Loans”), including a $65.0 million sublimit for the issuance of letters of credit and a $15.0 million sublimit for","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1467623/000146762326000040/0001467623-26-000040-index.htm"}},{"accession":"0001104659-26-068595","ticker":"ZSPC","company_name":"zSpace, Inc.","filed_at":"2026-06-01T12:00:56+00:00","headline":"zSpace restructures $12M debt via equity conversion; creates Series P-2 preferred","event_type":"other_material","sec_items":["1.01","1.02","2.03","3.02","5.03","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: debt_financing","same SEC item: 1.01, 2.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-068595","json":"https://secwatch.observer/filing/0001104659-26-068595.json","markdown":"https://secwatch.observer/filing/0001104659-26-068595.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1637147/000110465926068595/0001104659-26-068595-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1637147/000110465926068595/tm2616116d1_8k.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"the “Guarantee”) in favor of The Babcock & Wilcox Company (NYSE: BW) (“B&W”), pursuant to which Applied\nDigital has agreed to unconditionally and irrevocably guarantee the full and timely performance by Base Electron, Inc.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1144879/000149315226008849/0001493152-26-008849-index.htm","comparable_excerpt":"Simultaneously, the Second Note (as reduced by the converted amounts described above) was amended effective as of the Closing Date (as so amended, the “Amended Note”). Under the Amended Note, 3i will be subject to a nine (9)-month conversion moratorium during which it may not exercise any conversion right. Commencing on the date that is nine (9) months after the Closing Date, the Company will be obligated to repay the Amended Note in nine (9) equal consecutive monthly installments of combined principal, interest and Make-Whole Amounts (as defined in the Amended Note), with the final installment due eighteen (18) months after the Closing Date.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1637147/000110465926068595/0001104659-26-068595-index.htm"}},{"accession":"0001104659-26-068521","ticker":"FDXF","company_name":"FedEx Freight Holding Company, Inc.","filed_at":"2026-06-01T10:46:03+00:00","headline":"FedEx Freight completes spin-off from FedEx; $600M drawn, new board and executives appointed","event_type":"other_material","sec_items":["1.01","2.03","3.03","5.03","5.01","5.02","5.05","8.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: debt_financing","same SEC item: 1.01, 2.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-068521","json":"https://secwatch.observer/filing/0001104659-26-068521.json","markdown":"https://secwatch.observer/filing/0001104659-26-068521.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2082247/000110465926068521/0001104659-26-068521-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2082247/000110465926068521/tm2615735d2_8k.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"the “Guarantee”) in favor of The Babcock & Wilcox Company (NYSE: BW) (“B&W”), pursuant to which Applied\nDigital has agreed to unconditionally and irrevocably guarantee the full and timely performance by Base Electron, Inc.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1144879/000149315226008849/0001493152-26-008849-index.htm","comparable_excerpt":"On May 27, 2026, the Company drew down the full $600 million available under the Term Loan Facility.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2082247/000110465926068521/0001104659-26-068521-index.htm"}},{"accession":"0001213900-26-062908","ticker":"VTIX","company_name":"Virtuix Holdings Inc.","filed_at":"2026-05-29T21:00:16+00:00","headline":"Virtuix wins Air Force SBIR Phase I, expands into neurodivergent therapy, restructures debt with Streeterville","event_type":"other_material","sec_items":["1.01","2.03","8.01","9.01"],"materiality_score":0.65,"calibrated_materiality_score":0.65,"match_reasons":["same fact type: debt_financing","same SEC item: 1.01, 2.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-062908","json":"https://secwatch.observer/filing/0001213900-26-062908.json","markdown":"https://secwatch.observer/filing/0001213900-26-062908.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1606242/000121390026062908/0001213900-26-062908-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1606242/000121390026062908/ea0291960-8k_virtuix.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"the “Guarantee”) in favor of The Babcock & Wilcox Company (NYSE: BW) (“B&W”), pursuant to which Applied\nDigital has agreed to unconditionally and irrevocably guarantee the full and timely performance by Base Electron, Inc.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1144879/000149315226008849/0001493152-26-008849-index.htm","comparable_excerpt":"consummated the exchange of certain outstanding secured convertible promissory notes held by Streeterville (as described below, collectively, the “Prior Notes”) for a new Pre-Paid Purchase issued by the Company in the original principal amount of $3,471,923.00","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1606242/000121390026062908/0001213900-26-062908-index.htm"}},{"accession":"0001213900-26-063834","ticker":"VTIX","company_name":"Virtuix Holdings Inc.","filed_at":"2026-06-02T13:15:39+00:00","headline":"Virtuix amends warrants to $4.00 exercise price, extends period to July 27, 2026","event_type":"other_material","sec_items":["1.01","7.01","9.01"],"materiality_score":0.6,"calibrated_materiality_score":0.6,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-063834","json":"https://secwatch.observer/filing/0001213900-26-063834.json","markdown":"https://secwatch.observer/filing/0001213900-26-063834.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1606242/000121390026063834/0001213900-26-063834-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1606242/000121390026063834/ea0292972-8k_virtuix.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On February 26, 2026, Applied Digital Corporation (“Applied Digital” or the “Company”) entered into a Guarantee (the “Guarantee”) in favor of The Babcock & Wilcox Company (NYSE: BW) (“B&W”), pursuant to which Applied Digital has agreed to unconditionally and irrevocably guarantee the full and timely performance by Base Electron, Inc. (“Base Electron”) of its obligations under that certain Design-Build Agreement, dated February 26, 2026, by and between Base Electron and B&W (the “Design-Build Agreement”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1144879/000149315226008849/0001493152-26-008849-index.htm","comparable_excerpt":"On June 1, 2026, Virtuix Holdings Inc. (the “Company”) entered into amendments to each of the following warrants to purchase shares of Class A Common Stock (collectively, the “Warrant Amendments”) with Streeterville Capital, LLC (the “Investor”) amending the exercise price and extending the Reduced Exercise Price Period (as defined below) to each such warrant","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1606242/000121390026063834/0001213900-26-063834-index.htm"}},{"accession":"0001193125-26-252560","ticker":"CURB","company_name":"Curbline Properties Corp.","filed_at":"2026-06-02T12:07:02+00:00","headline":"Curbline Properties enters up to $400M ATM equity offering; prior program terminated","event_type":"other_material","sec_items":["1.01","9.01"],"materiality_score":0.55,"calibrated_materiality_score":0.55,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-252560","json":"https://secwatch.observer/filing/0001193125-26-252560.json","markdown":"https://secwatch.observer/filing/0001193125-26-252560.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2027317/000119312526252560/0001193125-26-252560-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2027317/000119312526252560/d111894d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On February 26, 2026, Applied Digital Corporation (“Applied Digital” or the “Company”) entered into a Guarantee (the “Guarantee”) in favor of The Babcock & Wilcox Company (NYSE: BW) (“B&W”), pursuant to which Applied Digital has agreed to unconditionally and irrevocably guarantee the full and timely performance by Base Electron, Inc. (“Base Electron”) of its obligations under that certain Design-Build Agreement, dated February 26, 2026, by and between Base Electron and B&W (the “Design-Build Agreement”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1144879/000149315226008849/0001493152-26-008849-index.htm","comparable_excerpt":"On June 2, 2026, Curbline Properties Corp. (the “ Company ”) and Curbline Properties LP (the “ Operating Partnership ”) entered into an ATM Equity Offering Sales Agreement (the “ Equity Sales Agreement ”) with Jefferies LLC, BNY Mellon Capital Markets, LLC, BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc., Morgan Stanley & Co. LLC, Nomura Securities International, Inc., StoneX Financial Inc. and Wells Fargo Securities, LLC, as sales agents","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2027317/000119312526252560/0001193125-26-252560-index.htm"}},{"accession":"0001213900-26-063767","ticker":"BJDX","company_name":"Bluejay Diagnostics, Inc.","filed_at":"2026-06-02T10:30:41+00:00","headline":"Bluejay Diagnostics partners with Argonaut for US-based Symphony platform manufacturing","event_type":"other_material","sec_items":["1.01","7.01","9.01"],"materiality_score":0.55,"calibrated_materiality_score":0.55,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-063767","json":"https://secwatch.observer/filing/0001213900-26-063767.json","markdown":"https://secwatch.observer/filing/0001213900-26-063767.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1704287/000121390026063767/0001213900-26-063767-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1704287/000121390026063767/ea0293118-8k_bluejay.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On February 26, 2026, Applied Digital Corporation (“Applied Digital” or the “Company”) entered into a Guarantee (the “Guarantee”) in favor of The Babcock & Wilcox Company (NYSE: BW) (“B&W”), pursuant to which Applied Digital has agreed to unconditionally and irrevocably guarantee the full and timely performance by Base Electron, Inc. (“Base Electron”) of its obligations under that certain Design-Build Agreement, dated February 26, 2026, by and between Base Electron and B&W (the “Design-Build Agreement”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1144879/000149315226008849/0001493152-26-008849-index.htm","comparable_excerpt":"On May 27, 2026, Bluejay Diagnostics, Inc. (the “Company”) entered into an agreement and statement of work (together, the “Agreement”) with Argonaut Manufacturing Services c/o Argonaut, Inc. (“Argonaut”) regarding the provision by Argonaut to the Company of certain manufacturing services to support the Company’s SymphonyTM platform.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1704287/000121390026063767/0001213900-26-063767-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}