6-K
Digi Power X Inc. (DGXX)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2025
Commission File Number: 001-40527
DIGIHOST TECHNOLOGY INC.(Translation of registrant’s name into English)
110 Yonge Street, Suite 1601, Toronto, Ontario M5C1T4(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 February 11, 2025, 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 and is hereby incorporated by reference into the Registration Statement on Form S-8 of Digihost Technology Inc. (File No. 333-276647). The inclusion of any website address herein, including in any exhibit attached hereto, is intended to be an inactive textual reference only and not an active hyperlink. The information contained in, or that can be accessed through, each such website is not part of this Form 6-K or incorporated herein.
See “Exhibits” below.
Exhibits
| ExhibitNumber | Description |
|---|---|
| 99.1 | Material Change Report dated February 11, 2025 |
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: February 11, 2025 |
Exhibit 99.1
FORM 51-102F3
MATERIAL CHANGE REPORT
Item1 Name and Address of Company
Digihost Technology Inc.
110 Yonge Street, Suite 1601
Toronto, ON M5C 1T4
Item2 Date of Material Change
February 11, 2025
Item3 News Release
The press release attached as Schedule “A” was released on February 11, 2025 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
Item 9 Date of Report
February 11, 2025
SCHEDULE“A”
DIGIHOSTTO DEVELOP HIGH-PERFORMANCE COMPUTING AND AI-TIER DATA CENTERS THROUGH WHOLLY-OWNED SUBSIDIARY, US DATA CENTERS, INC.
Miami,FL – February 11, 2025 – Digihost Technology Inc. (“Digihost” or the “Company”) (Nasdaq / TSXV: DGHI), is proud to announce the formation of US Data Centers, Inc. (“US Data Centers”), a wholly-owned subsidiary of the Company which will be dedicated to the development of high-performance computing (“HPC”) and artificial intelligence (“AI”)-focused data centers. The new US Data Centers website can be found at www.usdatacenters.ai.
A Purpose-Built AI and HPC Data CenterPlatform
With the launch of US Data Centers, Digihost is creating a dedicated platform focused entirely on delivering AI and HPC solutions, ensuring purpose-built infrastructure for the next generation of computing. As its first major initiative, US Data Centers plans to lead the transformation of the Company’s existing site in Columbiana, Alabama into a state-of-the-art Tier 3 data center designed to support next-generation AI and HPC workloads.
The project is planned to be executed in two phases, with a total aggregate planned capacity of 55 MW. The first phase is expected to result in 22 MW of HPC capacity, with a target completion date during the second quarter of 2026 and requiring planned capital expenditures of approximately $176 million. The second phase will consist of an additional 33 MW, with a target completion date during the first quarter of 2027 and requiring planned capital expenditures of approximately $264 million. The total capital expenditure for the project is estimated at approximately $440 million. The Company plans to finance the project primarily through debt by leveraging anticipated predictable future revenues anticipated from the completion of the proposed project.
This strategic investment underscores Digihost’s commitment to expanding its infrastructure to meet the growing demand for AI-driven computing power and cloud services. US Data Centers was formed to transform the Alabama facility by integrating scalable computing power with energy-efficient solutions, ensuring performance, reliability, and sustainability for enterprises, research institutions, and AI-driven businesses.
“The rapid growth of AI applications requires robust, high-performance infrastructure, and this strategic investment will help us meet that demand with a Tier 3-certified, AI-optimized facility designed for scalability and efficiency,” said Michel Amar, CEO of Digihost.
The launch of US Data Centers comes at a pivotal moment, as AI adoption accelerates and the demand for high-density, low-latency computing power continues to rise. The surge in AI models and cloud computing has created unprecedented demand for HPC-optimized infrastructure, making scalable, energy-efficient data centers a critical requirement for businesses at the forefront of innovation.
By establishing US Data Centers as a wholly-owned subsidiary, Digihost is reinforcing its commitment to delivering the next generation of computing infrastructure. Upon completion of the project, the Alabama facility is expected to leverage advanced cooling technologies, sustainable energy strategies and Tier 3 certification to create a resilient, cost-effective AI data center ecosystem. As US Data Centers expands, Digihost will continue exploring partnerships, enterprise collaborations and customer acquisition opportunities to support its vision of becoming a leader in AI-ready infrastructure.
For more information, visit www.usdatacenters.ai.
2
About Digihost
Digihost is an innovative infrastructure and technology company focused on blockchain, high-performance computing and artificial intelligence data centers. Digihost is committed to delivering scalable, sustainable, and efficient solutions to power the future of digital transformation.
For further information, please contact:
Michel Amar, Chief Executive Officer
Digihost Technology Inc.
www.digihostpower.com
Digihost Investor Relations
T: 888-474-9222
Email: IR@digihostpower.com
Cautionary Statement
Trading in the securities of theCompany should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approvedor disapproved the information contained herein. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that termis defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
Except for the statements of historicalfact, this news release contains “forward-looking information” and “forward-looking statements” (collectively,“forward-looking information”) that are based on expectations, estimates and projections as at the date of this news releaseand are covered by safe harbors under Canadian and United States securities laws. Forward-looking information in this news release includesinformation about potential further improvements to profitability and efficiency across mining operations, including, as a result of theCompany’s expansion efforts, potential for the Company’s long-term growth and clean energy strategy, and the business goalsand objectives of the Company. Factors that could cause actual results to differ materially from those described in such forward-lookinginformation include, but are not limited to: future capital needs and uncertainty of additional financing; share dilution resulting fromequity issuances; risks relating to the strategy of maintaining and increasing Bitcoin holdings and the impact of depreciating Bitcoinprices on working capital; effects on Bitcoin prices as a result of the most recent Bitcoin halving; conversion of existing facilitiesto a Tier 3 data center facility may not be completed on the timelines anticipated by the Company or at all; risks relating to an inabilityto apply the Company’s facilities to HPC and/or AI opportunities on a profitable basis; a failure to secure long-term contractsassociated with HPC and/or AI customers on terms acceptable to the Company or at all; obtaining a Tier 3-certification for the Company’sdata center facilities may not occur on the timelines anticipated or at all; uncertainty of obtaining additional funding to meet plannedexpenditures; development of additional facilities and installation of infrastructure to expand operations may not be completed on thetimelines anticipated by the Company, or at all; ability to access additional power from the local power grid and realize the potentialof the clean energy strategy on terms which are economic or at all; a decrease in cryptocurrency pricing, volume of transaction activityor generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; developmentof additional facilities to expand operations may not be completed on the timelines anticipated by the Company; ability to access additionalpower from the local power grid; an increase in natural gas prices may negatively affect the profitability of the Company’s powerplant; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may notbe able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significantnegative impact on the Company’s operations; the volatility of digital currency prices; and other related risks as more fully setout in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedarplus.caand www.SEC.gov/EDGAR. The forward-looking information in this news release reflects the currentexpectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with theforward-looking information contained in this news release, the Company has made assumptions about: the Company’s ability to convertits existing facilities into a Tier 3 data center facility; the Company’s ability to secure long-term contracts associated withHPA and/or AI customers; the required expenditures to complete the proposed data center conversion project; the availability of fundingproposed construction and project completion; the current profitability in mining cryptocurrency (including pricing and volume of currenttransaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidateits digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencieson the cloud will be consistent with historical prices; the ability to maintain reliable and economical sources of power to run its cryptocurrencymining assets; the negative impact of regulatory changes in the energy regimes in the jurisdictions in which the Company operates; andthere will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significantevents occur outside of the Company’s normal course of business. Although the Company believes that the assumptions inherent in the forward-lookinginformation are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance shouldnot be put on such information due to the inherent uncertainties therein. The Company undertakes no obligation to revise or update anyforward-looking information other than as required by law.
3