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. 3)*
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Digi Power X Inc. (Name of Issuer) |
Subordinate Voting Shares (Title of Class of Securities) |
25380B102 (CUSIP Number) |
03/31/2025 (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
6,465,414.00 | ||||||||
| 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)
17.5 % | ||||||||
| 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 March 31, 2025. Consists of (i) 1,513,219 Subordinate Voting Shares held by Michel Amar, (ii) 626,544 Subordinate Voting Shares held by Bit Mining International LLC, (iii) 2,165,889 Subordinate Voting Shares held by Bit.Management, LLC, (iv) 1,493,162 Subordinate Voting Shares held by NYAM, LLC, and (v) 666,600 Subordinate Voting Shares issuable upon conversion of 3,333 Proportionate Voting Shares held by NYAM, LLC. Michel Amar holds an additional 808,333 restricted stock units, 158,333 of which are scheduled to vest on December 1, 2025, 166,667 of which are scheduled to vest on February 9, 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, and 158,334 of which are scheduled to vest on December 1, 2027. Bit.Management, LLC, BIT Mining International, LLC and NYAM, LLC are each controlled by Mr. Amar. Mr. Amar is a majority equityholder of Bit.Management, LLC and NYAM, LLC and a minority equityholder of BIT Mining International, LLC. Mr. Amar, by virtue of his control over Bit.Management, LLC, BIT Mining International, 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 item 11 of this page: This calculation assumes that there are 36,974,470 Subordinate Voting Shares outstanding, which is the sum of (i) 36,307,870 Subordinate Voting Shares of the Issuer outstanding as of March 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)
6.0 % | ||||||||
| 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 March 31, 2025. Relating to item 11 of this page: Based on 36,307,870 Subordinate Voting Shares of the Issuer outstanding as of March 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)
5.8 % | ||||||||
| 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 March 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 36, 974,470 Subordinate Voting Shares outstanding, which is the sum of (i) 36,307,870 Subordinate Voting Shares of the Issuer outstanding as of March 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 - 6,465,414 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 - 17.5% Bit.Management, LLC - 6.0% NYAM, LLC - 5.8% %
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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 - 5,798,814 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 - 5,798,814 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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Exhibit Information
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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. |