6-K
Digi Power X Inc. (DGXX)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2024
Commission File Number: 001-40527
DIGIHOST TECHNOLOGYINC.(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 March 5, 2024, the Registrant filed with the Canadian Securities Regulatory Authorities on the System for Electronic Data Analysis and Retrieval + a material change report that includes a copy of a press release, a copy of which is attached hereto as Exhibit 99.1.
See the Exhibits below.
Exhibits
| Exhibit Number | Description |
|---|---|
| 99.1 | Material Change Report dated March 5, 2024 |
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: March 5, 2024 |
Exhibit 99.1
FORM 51-102F3
MATERIAL CHANGE REPORT
| Item 1 | Name and Address of Company |
|---|
Digihost Technology Inc.
110 Yonge Street, Suite 1601
Toronto, ON M5C 1T4
| Item 2 | Date of Material Change |
|---|
March 5, 2024
| Item 3 | News Release |
|---|
The press release attached as Schedule “A” was released on March 5, 2024 through an approved Canadian newswire service.
| Item 4 | Summary of Material Change |
|---|
The material change is described in the press release attached as Schedule “A”.
| Item 5 | Full Description of Material Change |
|---|
The material change is described in the press release attached as Schedule “A”.
| Item 6 | Reliance of subsection 7.1(2) of National Instrument 51-102 |
|---|
Not applicable.
| Item 7 | Omitted Information |
|---|
Not applicable.
| Item 8 | 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 |
|---|
March 5, 2024
SCHEDULE“A”
DIGIHOSTEXPANDS BITCOIN MINING FLEET WITH ADDITION OF 4,640 S19 XPs 150TH UNDER MULTI-YEAR HOSTING DEAL
This news release constitutes a “designatednews release” for the purposes of the Company’s prospectus supplement dated March 4, 2022 to its short form base shelf prospectusdated February 23, 2022.
Houston, TX– March 5, 2024 – Digihost Technology Inc. (“Digihost” or the “Company”) (Nasdaq: DGHI; TSXV: DGHI), an innovative U.S. based blockchain technology and computer infrastructure company, is pleased to announce the signing of a multi-year hosting agreement with one of the world’s leading manufacturers of digital currency mining servers. All monetary references are expressed in USD unless otherwise indicated.
Under the executed agreement, Digihost will receive an upfront deposit of approximately $1.8 million along with 4,640 S19 XPs (21.5W/TH), which equates to approximately 14MW of hosting.
The Company plans to deploy these next generation, highly energy efficient and high-performance miners prior to the next Bitcoin halving. The deployment will result in an expected hash rate increase of approximately 700 PH/s, bringing Digihost’s total hash rate to 2.4 EH/s.
Michel Amar, CEO of Digihost, stated, “We are thrilled to be able to execute on an agreement that enables us to both strengthen our financial and overall cash flow position and increase our mining footprint through a partnership with a top-tier digital mining company. The Company continues to pursue opportunities to grow its computing power while remaining debt free, with the main goal being to convert our fleet to the newest generation of miners with minimal stock dilution.”
Community Solar Project
Digihost is currently the anchor subscriber to a 5MW Community Solar project located in Angola, New York. The project produces enough clean energy to power more than 1,000 homes annually. The Company’s long-term commitment to this project allows for the further development and construction of additional community solar projects throughout New York State.
A ribbon cutting for the project is scheduled for Q3 of 2024, which is when the solar credits will begin. Digihost’s participation in this project is not only environmentally prudent but also assists in lowering the Company’s overall costs of electricity.
Operations Update
Presently, Digihost’s consolidated operating capacity across its three sites represents approximately 90MW of available power, and Digihost is mining at hash rate of 2 EH/s.
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About Digihost
Digihost is a growth-oriented technology company focused on the blockchain industry. The Company operates from three sites in the U.S. and, in addition to managing its own operations, provides hosting arrangements at its facilities.
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
T: 1-818-280-9758
Email: michel@digihost.ca
Cautionary Statement
Trading in the securities of the Company shouldbe considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved theinformation contained herein. None of the TSX Venture Exchange, its Regulation Services Provider (as that term is defined in the policiesof the TSX Venture Exchange) or Nasdaq accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
Except for the statements of historical fact,this news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-lookinginformation”) that are based on expectations, estimates and projections as at the date of this news release and are covered by safeharbors under Canadian and United States securities laws. Forward-looking information in this news release includes information aboutpotential further improvements to profitability and efficiency across mining operations, including, as a result of the Company’snewly-announced hosting agreement and its other expansion efforts, potential for the Company’s long-term growth, and the businessgoals and 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, including the Company’sability to utilize the Company’s at-the-market offering program (the “ATM Program”) and the prices at which the Companymay sell securities in the ATM Program, as well as capital market conditions in general; share dilution resulting from the ATM Programand from other equity issuances; risks relating to the strategy of maintaining and increasing Bitcoin holdings and the impact of depreciatingBitcoin prices on working capital; regulatory and other unanticipated issues that prohibit us from declaring or paying dividends to ourshareholders that are payable in Bitcoin; continued effects of the COVID19 pandemic may have a material adverse effect on the Company’sperformance as supply chains are disrupted and prevent the Company from operating its assets; development of additional facilities andinstallation of infrastructure to expand operations may not be completed on the timelines anticipated by the Company, or at all; deliveryof miners pursuant to the Company’s hosting agreements many not be completed on the timelines anticipated by the Company, or atall; ability to access additional power from the local power grid; 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; thedigital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able toprofitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negativeimpact on the Company’s operations; the volatility of digital currency prices; and other related risks as more fully set out inthe Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedarplus.ca. The forward-lookinginformation in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currentlyavailable to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptionsabout: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable useof the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required;historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent withhistorical prices; the ability to maintain reliable and economical sources of power to run its cryptocurrency mining assets; the negativeimpact of regulatory changes in the energy regimes in the jurisdictions in which the Company operates; the ability to adhere to Digihost’sdividend policy and the timing and quantum of dividends based on, among other things, the Company’s operating results, cash flowand financial condition, Digihost’s current and anticipated capital requirements, and general business conditions; and there willbe no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant eventsoccur 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.
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