Digi Power X Inc. Issues Clarification on US Data Centers Transaction: Key Details for Investors

Summary of Material Change

Digi Power X Inc. (“Digi Power X”, Nasdaq: DGXX / Cboe Canada: DGX), a vertically integrated AI infrastructure company, has issued a detailed clarification regarding the structure and implications of its recent transaction involving US Data Centers, Inc. (“USDC”). This follows the company’s earlier announcement on March 13, 2026, about the next phase of development at USDC. The clarification addresses critical points of ownership, revenue separation, and strategic rationale behind the independent subsidiary, which may have significant implications for shareholders and the future direction of Digi Power X.

Key Highlights from the Report

• Complete Separation of Assets and Revenue: All ARMS pods, GPUs, and revenues from Digi Power X-owned sites—including colocation, managed services, and contracted deployments—remain 100% with Digi Power X. USDC has no claim on any Digi Power X pod, GPU, site, or related revenues.
• Digi Power X Majority Stake: Digi Power X holds a 55% majority equity stake in USDC. The co-founding team, led by Hans Vestberg (former CEO of Verizon Communications), owns approximately 35%, with the remainder held by seed institutional investors.
• USDC’s Business Model: USDC is an equipment manufacturing and distribution company, focused exclusively on the ARMS modular AI data center system. It does not own or operate data center sites, nor does it participate in site-level revenues.
• Future Purchases at Cost: Any future equipment Digi Power X procures from USDC will be bought at cost, ensuring cost efficiency for Digi Power X shareholders.
• Strategic Rationale for USDC as a Standalone Entity:
  • USDC can raise institutional capital at the subsidiary level, without causing dilution to Digi Power X shareholders.
  • The manufacturing and distribution focus of USDC requires different operational expertise compared to Digi Power X’s core business of developing and operating data centers.
  • Enterprise and government contracts often require procurement from a separate legal entity, which USDC fulfills.
  • The structure allows the attraction of world-class talent, such as Hans Vestberg, via meaningful co-founder equity.
  • USDC maintains the optionality for a future IPO or strategic transaction, potentially unlocking additional value for Digi Power X shareholders.
• Financial Position of Digi Power X (as of March 16, 2026):
  • \$80 million in cash and cash equivalents, including Bitcoin and Ethereum holdings, with zero debt outstanding.
  • \$15 million in capital expenditures year to date, fully funded from existing cash resources.
  • No share dilution from equity financings in fiscal 2026; no new shares issued for financings this year.
  • Ownership of all four Digi Power X data center sites, including a combined cycle power plant, providing approximately 400MW of secured power capacity.
  • ARMS200 system in Alabama nearing completion, with go-live targeted for late March 2026 and first revenues expected in April 2026.

Investor-Relevant Insights and Potential Price Sensitive Information

• No Impact to Digi Power X Revenues: The creation of USDC as an independent subsidiary will not affect Digi Power X’s existing or planned revenue streams. All site-level revenues remain solely with Digi Power X.
• Additive Revenue Opportunity: Digi Power X stands to benefit from additional revenue generated by USDC through its equity stake—revenue that would not otherwise be available if USDC remained an internal division.
• No Shareholder Dilution: The structure allows for subsidiary-level capital raises without diluting Digi Power X shareholders, preserving shareholder value.
• Potential for Future Value Unlock: As an independent entity, USDC could pursue an IPO or strategic transaction, potentially providing liquidity and value creation for Digi Power X shareholders.
• Clear Governance and Ownership Structure: All ARMS pods, GPUs, and related revenues at Digi Power X sites are exclusively owned by Digi Power X, ensuring no leakage of value or assets to USDC.

About Digi Power X and US Data Centers, Inc.

Digi Power X Inc. is an energy-efficient digital infrastructure company focused on developing next-generation data centers and energy solutions for high-performance computing.

US Data Centers, Inc. is an equipment manufacturing and distribution company whose sole product is the ARMS turnkey modular AI data center system, designed to rapidly convert powered land into operational AI compute infrastructure.

Forward-Looking Statements

This update contains forward-looking statements regarding the business prospects, financial position, and strategies of Digi Power X and USDC. These statements are based on current expectations and are subject to risks, including but not limited to: delays in equipment delivery, capital needs, reduction in Digi Power X’s stake in USDC due to further equity issuances, lack of control over USDC, and the ability of USDC to attract customers. Actual results may differ materially. Investors are urged to review the risk disclosures in the company’s public filings.

Disclaimer

The information provided above is for informational purposes only and does not constitute investment advice or an offer to buy or sell securities. Investors should conduct their own due diligence and consult with their financial advisor before making any investment decisions. The author is not responsible for any actions taken based on this information.

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