6-K
Digi Power X Inc. (DGXX)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
Form6-K
REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2024
Commission File Number: 001-40527
DIGIHOST TECHNOLOGY INC.(Translation of registrant’s name into English)
110 Yonge Street, Suite 1601, Toronto, OntarioM5C 1T4(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
DOCUMENTS INCLUDED AS PART OF THIS FORM 6-K
On December 2, 2024, the Registrant filed with the Canadian Securities Regulatory Authorities on the System for Electronic Data Analysis and Retrieval + a material change report that included a copy of a press release, a copy of which is attached hereto as Exhibit 99.1.
See “Exhibits” below.
Exhibits
| ExhibitNumber | Description |
|---|---|
| 99.1 | Material Change Report dated December 2, 2024 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| DIGIHOST TECHNOLOGY INC. **** | |||
|---|---|---|---|
| By: | /s/ Michel Amar | ||
| Name: | Michel Amar | ||
| Title: | Chief Executive Officer | ||
| Date: December 2, 2024 |
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Exhibit99.1
FORM51-102F3
MATERIALCHANGE REPORT
Item1 Name and Address of Company
Digihost Technology Inc.
110 Yonge Street, Suite 1601
Toronto, ON M5C 1T4
Item2 Date of Material Change
December 2, 2024
Item3 News Release
The press release attached as Schedule “A” was released on December 2, 2024 through an approved Canadian newswire service.
Item4 Summary of Material Change
The material change is described in the press release attached as Schedule “A”.
Item5 Full Description of Material Change
The material change is described in the press release attached as Schedule “A”.
Item6 Reliance of subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item7 Omitted Information
Not applicable.
Item8 Executive Officer
Inquires in respect of the material change referred to herein may be made to:
Michel Amar, Chief Executive Officer
T: 1-818-280-9758
E: michel@digihostblockchain.com
Item9 Date of Report
December 2, 2024
SCHEDULE“A”
DIGIHOSTANNOUNCES 26% INCREASE IN MONTH-OVER-MONTH REVENUE AND PROVIDES NOVEMBER 2024 PRODUCTION UPDATE
Miami,FL – December 2, 2024 – Digihost Technology Inc. (“Digihost” or the “Company”) (Nasdaq / TSXV: DGHI), an innovative energy infrastructure company that develops cutting-edge data centers, is pleased to provide unaudited comparative Bitcoin (“BTC”) production results for the month ended November 30, 2024, combined with an operations update. All monetary references are expressed in USD unless otherwise indicated.
MonthlyProduction Highlights for November 2024
| ● | The<br> Company held cash, BTC and cash deposits of approximately $10.0 million as of November 30,<br> 2024, which represents a roughly 11% MoM increase over the previous month (based on a BTC<br> price of $97,200 as of November 30, 2024 and $71,000 as of October 31, 2024, per CoinMarketCap). |
|---|---|
| ● | Between<br> self-mining and hosting agreements, miners at the Company’s facilities produced approximately<br> 37 BTC during the month of November. |
| --- | --- |
| ● | The<br> Company invested approximately $0.4 million in November in capital expenditures, mining infrastructure<br> support equipment, and deposits, bringing year-to-date CAPEX deployment to a total of nearly<br> $5 million. This significant investment underscores Digihost’s commitment to long-term<br> growth while maintaining a disciplined approach to capital allocation, prioritizing self-funding<br> to minimize equity dilution for shareholders wherever possible. |
| --- | --- |
OperationsUpdate
Presently, Digihost operates with approximately 100MW of available power across its three sites and has access to an additional 300MW of allocated power for future development. One of the Company’s flagship plants was temporarily taken offline earlier in the quarter for scheduled multi-year maintenance and is expected to resume operations by the end of December 2024. The full utilization of this power capacity is projected to drive substantial revenue growth beginning in Q1, 2025.
The Company is currently contracted with a leading multi-billion dollar global engineering and consulting firm to initiate the pilot phase (up to 20MW*)* of its Tier 3 data center expansion in Alabama. It expects to complete the project by the end of 2025 or early 2026.
ESGEfforts & Update
Digihost is pleased to announce the successful deployment of the 5MW community solar project in Angola, NY, where the Company is the anchor subscriber. Located 30 miles from Digihost’s East Delevan facility, the project now produces renewable electricity sufficient to power more than 2,500 homes annually. Over 50% of the energy utilized in Digihost’s operations is currently sourced from zero-emission resources. This milestone underscores the Company’s commitment to sustainability by supporting renewable energy development, adding clean energy to the grid and reducing electricity costs.
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AuditorUpdate
On November 27th, the Company appointed Davidson & Company LLP as the Company’s auditor to replace Raymond Chabot Grant Thornton LLP as auditor of the Company. There were no reservations in Grant Thornton’s reports on the Company’s financial statements for the periods from December 31, 2021, to December 31, 2023 and there are no reportable events, as defined in Section 7(e) of National Instrument 51-102, related to this transition.
The Company would like to thank Raymond Chabot Grant Thornton LLP for their excellent service provided over the previous three years.
RSUGrant
The Company also announces the grant of a total of 1,250,000 restricted share units (the “RSUs”) to certain officers, directors, management, key consultants and employees of the Company in accordance with the Company’s restricted share unit plan. Each RSU entitles the holder to acquire one subordinate voting share of the Company on vesting. The RSUs will vest in three equal tranches, on December 1, 2025, 2026 and 2027. The grant of the RSUs is subject to the approval of the TSX Venture Exchange.
AboutDigihost
Digihost is an innovative energy infrastructure company that develops cutting-edge data centers to drive the expansion of sustainable energy assets.
For further information, please contact:
Digihost Technology Inc.
www.digihostpower.com
Digihost Investor Relations
T: 888-474-9222
Email: IR@digihostpower.com
CautionaryStatement
Tradingin the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatoryauthority has approved or disapproved the information contained herein. Neither the TSX Venture Exchange nor its Regulation ServicesProvider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy ofthis release.
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Forward-LookingStatements
Exceptfor the statements of historical fact, this news release contains “forward-looking information” and “forward-lookingstatements” (collectively, “forward-looking information”) that are based on expectations, estimates and projectionsas at the date of this news release and are covered by safe harbors under Canadian and United States securities laws. Forward-lookinginformation in this news release includes information about potential further improvements to profitability and efficiency across miningoperations, including, as a result of the Company’s expansion efforts, potential for the Company’s long-term growth, andthe business goals and objectives of the Company. Factors that could cause actual results to differ materially from those described insuch forward-looking information include, but are not limited to: future capital needs and uncertainty of additional financing; sharedilution resulting from equity issuances; risks relating to the strategy of maintaining and increasing Bitcoin holdings and the impactof depreciating Bitcoin prices on working capital; effects on Bitcoin prices as a result of the most recent Bitcoin halving; developmentof additional facilities and installation of infrastructure to expand operations may not be completed on the timelines anticipated bythe Company, or at all; ability to access additional power from the local power grid; a decrease in cryptocurrency pricing, volume oftransaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency maynot be realized; development of additional facilities to expand operations may not be completed on the timelines anticipated by the Company;ability to access additional power from the local power grid; an increase in natural gas prices may negatively affect the profitabilityof the Company’s power plant; the digital currency market; the Company’s ability to successfully mine digital currency onthe cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digitalcurrency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices;and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’sfilings at www.sedarplus.ca and www.SEC.gov/EDGAR. The forward-looking information in this news release reflects the current expectations,assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-lookinginformation contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency(including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’sability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability ofthe Company to mine digital currencies on the cloud will be consistent with historical prices; the ability to maintain reliable and economicalsources of power to run its cryptocurrency mining assets; the negative impact of regulatory changes in the energy regimes in the jurisdictionsin which the Company operates; and there will be no regulation or law that will prevent the Company from operating its business. TheCompany has also assumed that no significant events occur outside of the Company’s normal course of business. Although the Company believesthat the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of futureperformance and accordingly undue reliance should not be put on such information due to the inherent uncertainties therein. The Companyundertakes no obligation to revise or update any forward-looking information other than as required by law.
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