Digi Power X Inc.

Current report

We expect to require additional financing, including project-level debt financing, to complete the buildout of our AI data center campus, and such financing may not be available on acceptable terms or at all.

Current report

The full deployment of Phase 2 (40 MW) of our purpose-built AI data center campus is conditioned on our securing adequate financing, and we are pursuing project-level debt financing to fund our data center buildout while seeking to limit dilution to our shareholders. There can be no assurance that we will complete any such financing on the terms we currently contemplate, or at all. If we are unable to obtain sufficient financing on acceptable terms, we may be required to delay, curtail or abandon all or a portion of our development plans, including our ability to satisfy our obligations under our AI colocation agreement, which could have a material adverse effect on our business, financial condition and results of operations.

Current report

We depend on a limited number of suppliers, including NVIDIA, for critical computing equipment and components, and any disruption in supply could materially harm our business.

Current report

Our AI data center and GPU-as-a-Service operations depend on a limited number of suppliers, particularly NVIDIA, for GPUs and related computing equipment. On June 3, 2026, we committed to purchase approximately $35 million of NVIDIA’s next-generation Vera Rubin systems. This reliance on a single supplier for critical computing hardware exposes us to risks including supply shortages, price increases, delayed product releases, changes in product specifications, and potential changes in the supplier relationship. NVIDIA’s products are in high demand globally, and we may face competition from other purchasers for limited supply. If we are unable to obtain the necessary equipment on acceptable terms or within required timeframes, or if NVIDIA experiences production delays or quality issues, our ability to expand our NeoCloudz platform, fulfill our obligations under the Cerebras Agreement, and execute our business strategy could be materially and adversely affected.

Current report

Our data center projects may be subject to new or rapidly evolving regulatory frameworks, and we may face increased public scrutiny or negative publicity as a result of our data center strategy.

Current report

Data centers are increasingly scrutinized by federal, state, and local authorities and have been subject to environmental activists and negative public perception, due to concerns regarding energy consumption, land use, carbon emissions, water usage, environmental impacts, data-sovereignty considerations and national-security-related issues. Regulators may impose new permitting requirements, energy-efficiency standards, carbon-reduction mandates, sustainability reporting rules, or operational restrictions specific to data centers, AI infrastructure, or high-density compute environments. For example, on July 14, 2026, New York State Governor Kathy Hochul signed an executive order barring the construction of new hyperscale data centers using 50 megawatts or more of power for up to one year in the state of New York. Additionally, in Texas, Governor Greg Abbott published a letter to the Electric Reliability Council of Texas and the Public Utility Commission of Texas, directing the Commission to conduct a comprehensive verification and audit of all data centers advancing through the interconnection process within the state before they are approved to move forward. Such governmental actions and regulations, at the federal level or by state and local governments in the States of Alabama, New York, and North Carolina, where we are building, or plan to build, our properties, could increase our capital expenditures, delay development timelines, limit expansion opportunities, limit projects from moving forward through commercialization, or require costly modifications to existing infrastructure. Any restrictions or new policy initiatives targeting large-scale compute operations, including those supporting AI/HPC workloads, could limit our opportunities to acquire additional properties and restrict our ability to build out our data center operations on any of our existing or future properties, which may adversely affect our data center business or limit the economic viability of our strategic diversification initiatives. Given the evolving nature of digital asset and data-center regulation, and the difficulty of predicting the outcomes of ongoing or future governmental actions, we cannot assure you that future regulatory or legislative developments will not have a material adverse effect on our business, prospects, financial condition, or operations. Even in the absence of new regulations or legislation, increased public scrutiny or negative publicity regarding the development and environmental impact of HPC data centers could harm our reputation, which may adversely affect our business, financial condition and results of operations.

Previous report

Our future contracts with HPC data center customers could subject us to significant liability.

Previous report

In the ordinary course of business, we have entered into, and aim to continue to enter into, agreements with customers pursuant to which we provide data center space, power, environmental controls, physical security, and connectivity products to our HPC hosting and colocation customers. These contracts typically contain indemnification and liability provisions, in addition to service level commitments, which could potentially impose a significant cost on us in the event of losses arising out of certain breaches of such agreements, services to be provided by us or our subcontractors, or from third-party claims. HPC data center customers increasingly are looking to pass through their regulatory obligations and other liabilities to their outsourced data center providers, and we may not be able to limit our liability or damages in an event of loss suffered by such customers whether as a result of our breach of an agreement or otherwise. If such an event of loss occurred, we could be liable for material monetary damages and could incur significant legal fees in defending against such an action, which could adversely affect our financial condition and results of operations.

Previous report

We may also develop space specifically for HPC data center customers pursuant to agreements signed prior to beginning or early in the development process. In those cases, if we fail to meet our development obligations under those agreements, these customers may be able to terminate their agreements, and we will be required to find a new customer for this space. In addition, in certain circumstances, we may lease HPC data center facilities prior to their completion. If we fail to complete the facilities in a timely manner, the customer may be entitled to terminate its agreement, seek damages or penalties against us or pursue other remedies and we may be required to find a new customer for the space. If we are not able to complete an HPC data center in a timely manner, if development costs are higher than we currently estimate, our financial condition, results of operations and cash flow could be materially adversely affected.

Previous report

Additionally, a customer’s decision to lease space and power at our facilities typically involves a significant commitment of resources and due diligence on the part of our customers regarding the adequacy of our facilities. As a result, we may expend significant time and resources in pursuing a particular transaction that may not result in revenue. Economic conditions, including market downturns and the implementation of new tariffs and more restrictive trade regulations, may impact customers’ ability to plan future business activities, which could cause customers to slow spending or delay decision making. Our inability to adequately manage the risks associated with these developments may adversely affect our business, financial condition and results of operations.

Previous report

Certain of our agreements with HPC data center customers may include restrictions on providing HPC data center services to certain third parties, which could have a material adverse effect on our business, financial condition, and/or results of operations.

Previous report

Certain of the customer agreements that we may enter into may prohibit us from providing HPC data center services to certain third parties, including competitors of existing HPC data center customers. The existence of such restrictions could hinder our ability to enter into agreements with additional HPC data center customers, which could have a material, adverse effect on our business, financial condition and/or results of operations.