Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 4)*
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Digi Power X Inc. (Name of Issuer) |
Subordinate Voting Shares (Title of Class of Securities) |
25380B102 (CUSIP Number) |
12/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 25380B102 |
| 1 | Names of Reporting Persons
Michel Amar | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,047,081.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
11.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Relating to items 5 through 8 of this page: The number of Subordinate Voting Shares reported as beneficially owned is as of December 31, 2025. Relating to items 5 and 7 of this page: Consists of (i) 1,679,886 Subordinate Voting Shares held by Michel Amar, (ii) 2,165,889 Subordinate Voting Shares held by Bit.Management, LLC, (iii) 1,493,162 Subordinate Voting Shares held by NYAM, LLC, (iv) 666,600 Subordinate Voting Shares issuable upon conversion of 3,333 Proportionate Voting Shares held by NYAM, LLC, and (v) 1,415,000 Subordinate Voting Shares issuable upon exercise of 1,415,000 fully vested options held by Michel Amar. Michel Amar holds an additional 783,333 restricted stock units, 100,000 of which are scheduled to vest on November 19, 2026, 158,333 of which are scheduled to vest on December 1, 2026, 166,666 of which are scheduled to vest on February 9, 2027, 100,000 of which are scheduled to vest on November 19, 2027, 158,334 of which are scheduled to vest on December 1, 2027, and 100,000 of which are scheduled to vest on November 19, 2028. Bit.Management, LLC and NYAM, LLC are each controlled by Mr. Amar, who is a majority equityholder of each entity. Mr. Amar, by virtue of his control over Bit.Management, LLC and NYAM, LLC, may be deemed to have or share beneficial ownership of the Subordinate Voting Shares (including the Subordinate Voting Shares issuable upon conversion of the Proportionate Voting Shares) held directly by those entities. Relating to items 6 and 8 of this page: The disclosed 626,544 Subordinate Voting Shares are held by Bit Mining International LLC, which is controlled by Mr. Amar, a minority equityholder of the entity. By virtue of his control over Bit Mining International LLC, Mr. Amar may be deemed to have or share beneficial ownership of the Subordinate Voting Shares held directly by the entity. Relating to item 11 of this page: This calculation assumes that there are 70,094,385 Subordinate Voting Shares outstanding, which is the sum of (i) 69,427,785 Subordinate Voting Shares of the Issuer that were outstanding as of December 31, 2025 and (ii) 666,600 Subordinate Voting Shares issuable upon conversion of 3,333 Proportionate Voting Shares held by NYAM, LLC, as reported herein.
SCHEDULE 13G
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| CUSIP No. | 25380B102 |
| 1 | Names of Reporting Persons
Bit.Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CALIFORNIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,165,889.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
3.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Relating to items 5, 7, and 9 of this page: The number of Subordinate Voting Shares reported as beneficially owned is as of December 31, 2025. Relating to item 11 of this page: Based on 69,427,785 Subordinate Voting Shares of the Issuer that were outstanding as of December 31, 2025.
SCHEDULE 13G
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| CUSIP No. | 25380B102 |
| 1 | Names of Reporting Persons
NYAM, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CALIFORNIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,159,762.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Relating to items 5, 7, and 9 of this page: The number of Subordinate Voting Shares reported as beneficially owned is as of December 31, 2025. Consists of (i) 1,493,162 Subordinate Voting Shares and (ii) 666,600 Subordinate Voting Shares issuable upon conversion of 3,333 Proportionate Voting Shares. Relating to item 11 of this page: This calculation assumes that there are 70,094,385 Subordinate Voting Shares outstanding, which is the sum of (i) 69,427,785 Subordinate Voting Shares of the Issuer that were outstanding as of December 31, 2025, and (ii) 666,600 Subordinate Voting Shares issuable upon conversion of 3,333 Proportionate Voting Shares held by NYAM, LLC, as reported herein.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Digi Power X Inc. | |
| (b) | Address of issuer's principal executive offices:
110 Yonge Street, Suite 1601, Toronto, Ontario, M5C 1T4 | |
| Item 2. | ||
| (a) | Name of person filing:
Michel Amar, Bit.Management, LLC and NYAM, LLC | |
| (b) | Address or principal business office or, if none, residence:
110 Yonge Street, Suite 1601, Toronto, Ontario, M5C 1T4 | |
| (c) | Citizenship:
Michel Amar - United States citizen Bit.Management, LLC; NYAM, LLC - California limited liability companies | |
| (d) | Title of class of securities:
Subordinate Voting Shares | |
| (e) | CUSIP No.:
25380B102 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Michel Amar - 8,047,081 Subordinate Voting Shares Bit.Management, LLC - 2,165,889 Subordinate Voting Shares NYAM, LLC - 2,159,762 Subordinate Voting Shares | |
| (b) | Percent of class:
Michel Amar - 11.5% Bit.Management, LLC - 3.1% NYAM, LLC - 3.1% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Michel Amar - 7,420,537 Subordinate Voting Shares Bit.Management, LLC - 2,165,889 Subordinate Voting Shares NYAM, LLC - 2,159,762 Subordinate Voting Shares** | ||
| (ii) Shared power to vote or to direct the vote:
Michel Amar - 626,544 Subordinate Voting Shares Bit.Management, LLC - None NYAM, LLC - None** | ||
| (iii) Sole power to dispose or to direct the disposition of:
Michel Amar - 7,420,537 Subordinate Voting Shares Bit.Management, LLC - 2,165,889 Subordinate Voting Shares NYAM, LLC - 2,159,762 Subordinate Voting Shares** | ||
| (iv) Shared power to dispose or to direct the disposition of:
Michel Amar - 626,544 Subordinate Voting Shares Bit.Management, LLC - None NYAM, LLC - None** ** See footnotes on cover pages which are incorporated by reference herein. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit B. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature: Exhibit A. Joint Filing Agreement, dated as of February 14, 2022 and incorporated by reference to the Schedule 13G filed by the Reporting Persons on February 22, 2022. Exhibit B. Item 8 Statement, dated as of February 14, 2022 and incorporated by reference to the Schedule 13G filed by the Reporting Persons on February 22, 2022.