F-1/A: Digi Power X Inc. Files Amendment No. 1 to Form F-1 for Share Resale

Digi Power X Inc. has filed an amendment to its Form F-1 registration statement to allow selling shareholders to resell up to 7,272,726 subordinate voting shares.

Summary

• Digi Power X Inc., formerly Digihost Technology Inc., has filed Amendment No. 1 to its Form F-1 registration statement with the SEC.
• The filing pertains to the resale of up to 7,272,726 subordinate voting shares by selling shareholders.
• This includes 3,636,363 previously issued shares and up to 3,636,363 shares issuable upon exercise of common share purchase warrants.
• The company will not receive any proceeds from the sale of shares by the selling shareholders, but may receive proceeds from warrant exercises if they are not cashless.
• The subordinate voting shares are traded on the TSXV under the symbol DGX and on Nasdaq under the symbol DGXX.
• As of March 28, 2025, there were 36,307,870 subordinate voting shares outstanding.
• The company is an emerging growth company and a foreign private issuer, allowing it to comply with certain reduced reporting requirements.
• Digi Power X Inc. is an innovative energy infrastructure company that develops cutting-edge data centers to drive the expansion of sustainable energy assets.
• The company owns a 60 MW natural gas fired power plant in North Tonawanda that currently operates as a peaker plant.
• As of March 31, 2025, the company had 16 employees.
• The company transitioned its mining operations completely to mining pool participation in 2022.
• As of March 31, 2025, the company participated in one mining pool in order to smooth the receipt of rewards.
• The company has three mining facilities located in Buffalo, New York, North Tonawanda, New York and Columbiana, Alabama.
• Currently, 91% of the electricity consumed by the company's grid-based power consumption across two sites in New York State is received from zero carbon generation.
• The company plans for 100% of its operations to achieve carbon neutrality with a net-zero footprint by the end of 2025, and 100% renewable by 2030.
• On August 5, 2024, the company entered into securities purchase agreements with certain accredited investors for gross proceeds of US$4 million in a private placement of its equity securities.
• On January 31, 2025, the company entered into securities purchase agreements with certain accredited investors for gross proceeds of approximately US$6.6 million in a private placement of its equity securities.

Sentiment

Score: 6

Explanation: The document is neutral in tone, primarily focused on outlining the details of the share resale and related corporate information. The company's focus on green initiatives is a positive, but the risk factors temper overall sentiment.

Positives

• The company is focused on environmentally conscious development and aims for carbon neutrality and 100% renewable energy.
• The company has exposure to the operating margins of digital currency mining.
• The company has exposure to the energy industry.
• The company has joined the Crypto Climate Accord.
• The company is the anchor subscriber to a 5 MW community solar project located in Angola, NY.

Negatives

• The company relies on a limited number of suppliers for miners.
• The company has not been able to independently insure its mined digital currency.
• The company's wallets in which it stores its cryptocurrency assets are not multi-signature wallets.

Risks

• Investing in the company's securities involves a high degree of risk.
• Sales of substantial amounts of the company's subordinate voting shares in the public market could adversely affect the market price.
• Management has broad discretion over the use of proceeds from any exercise of the warrants.
• An investment in the company's securities is speculative, and there can be no assurance of any return on any such investment.
• The prices of mining machines are negotiated on an individual basis, although the price at which a manufacturer is willing to sell miners often fluctuates with the price of the cryptocurrency that is able to be mined by the miners and, as such, may be subject to meaningful changes in price during periods of pricing volatility for cryptocurrencies.

Future Outlook

The company intends to use the net proceeds from any exercise of the warrants for acquisitions related to infrastructure expansion and for general corporate purposes, which may include operating expenses, research and development, working capital, and general capital expenditures.

Industry Context

The document highlights the company's involvement in the digital currency mining industry and its focus on vertical integration with energy production, reflecting a trend towards energy-efficient and environmentally conscious practices in the cryptocurrency sector.

Comparison to Industry Standards

• The company's focus on renewable energy sources and carbon neutrality aligns with the growing industry trend towards sustainable cryptocurrency mining.
• The company's participation in a mining pool is a common practice in the cryptocurrency mining industry, as it helps to smooth the receipt of rewards and reduce risk.
• The company's use of Gemini as its principal market for digital currencies is a common practice in the cryptocurrency industry, as Gemini is a well-known and reputable exchange and custodian.

Stakeholder Impact

• Shareholders may experience dilution if the warrants are exercised and new shares are issued.
• The resale of shares by selling shareholders could impact the market price of the company's stock.
• The company's focus on sustainable energy practices may appeal to environmentally conscious investors.

Next Steps

• The selling shareholders may sell all or a portion of the subordinate voting shares from time to time in market transactions.
• The company may receive proceeds from the exercise of any warrants if the selling shareholders do not exercise the warrants on a cashless basis.

Key Dates

Keywords

subordinate voting shares, resale, warrants, Digi Power X, private placement, Bitcoin mining, data centers, energy infrastructure, cryptocurrency, carbon neutrality