Correspondence 0001213900-24-074644 from Digi Power X Inc. (DGXX)
Digi Power X Inc.
Date: Aug. 30, 2024 · CIK: 0001854368 · Accession: 0001213900-24-074644
AI Filing Summary & Sentiment
File numbers found in text: 001-40527
Referenced dates: March 4, 2024
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CORRESP
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filename1.htm
August 30, 2024
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Crypto Assets
100 F Street, NE
Washington, D.C. 20549
Attn: Kate Tillan and Michelle Miller
Re: Digihost Technology Inc.
Form 20-F for the Fiscal Year Ended December 31, 2022
Filed July 14, 2023
File No. 001-40527
Dear Mses. Tillan and Miller:
On behalf of Digihost Technology
Inc. (the “Corporation” or “Digihost”), I am responding to the comments contained in the letter dated March 4,
2024 (the “Letter”) from the staff of the U.S. Securities and Exchange Commission (the “Commission” and, the staff
of the Commission, the “Staff”) to Michel Amar, Chief Executive Officer of the Corporation, relating to the Corporation’s
Form 20-F for the fiscal year ended December 31, 2022 (the “2022 20-F”). The responses contained herein are keyed to the numbers
of the comments in the Letter, which appear in italics below for convenience. Unless otherwise indicated, capitalized terms used herein
have the meanings assigned to them in the 2022 20-F, and all dollar amounts are expressed in United States dollars (“USD”
or “$”).
Form 20-F for the Fiscal Year Ended December
31, 2022
Item 5. Operating and Financial Review and
Prospects, page 22
1. We acknowledge your response to prior comment 2. Please respond to the
following:
With respect to your break-even analysis, address
the following:
● You reflect that 380 bitcoin were remitted per agreements. Disclose the nature of the remitted bitcoin,
or reference to where you disclose the information.
● Tell us why you excluded the costs of the miner lease and hosting agreement since it appears that you
include the related bitcoins mined.
Response: The remitted bitcoin was pursuant
to a miner lease agreement and a hosting services agreement with Northern Data, NY LLC, pursuant to which the Corporation and Northern
Data agreed to split a portion of the mining rewards received and energy costs incurred for the miners put in service pursuant to these
agreements. On page 22 of the 2022 20-F, the bitcoins mined were included as they were mined in the Corporation’s facilities, while,
as shown on the continuity of digital currency reconciliation, 380 bitcoins were remitted to Northern Data. This information is disclosed
in Note 3 of the December 31, 2022 audited financial statements, sub note 2 and Note 3 included in the 2022 20-F. Costs are included in
the below analysis while the portion of the coins remitted is excluded. This agreement terminated on February 15, 2023.
August 30, 2024
Page 2
Included below is an updated
break-even analysis that reflects the costs of the miner lease and hosting.
2021
2022
Cost of digital currency mining
Cost of power
$ 5,835,227
$ 14,537,261
Other production costs
$ 1,237,537
$ 3,223,525
Miner lease and hosting agreement
$ 3,469,287
$ 2,517,503
Total cost of digital currency mining
$ 10,542,051
$ 20,278,289
Coins mined
519
832
Remitted per agreements
-
(380 )
Total coins mined
519
452
Break-even
$ 20,312
$ 44,863
With respect to the number
of data miners available to mine, including as part of any hosting arrangements, disclose the number of data miners available to mine,
and as part of any hosting arrangement for the periods presented. In your response you reflect an increase in active miners of 9,237 and
miners per hosting arrangements of 3,350 which does not provide an understanding of your overall operations and costs thereof.
Response: Cost of power,
other production costs, and depreciation and amortization expenses all increased from 2022 to 2021 in line with the costs associated with
the increase in active miners and other infrastructure costs. The Corporation had approximately 16,500 active miners as of the fiscal
year ended December 31, 2022 as compared to approximately 7,500 as of the fiscal year ended December 31, 2021. For the periods presented,
miners per hosting agreements was approximately 3,350 as the hosting agreement commenced in the fourth quarter of the fiscal year ended
December 31, 2021 and the corresponding impact of the hosting agreement was not fully felt until the fiscal year ended December 31, 2022.
Miner lease and hosting costs are associated with hosting agreements discussed in these responses. In future Form 20-Fs, the Corporation
will disclose the number of data miners available to mine, including as part of any hosting arrangements.
Financial Statements
Report of Independent Registered Public Accounting Firm, page F-1
2. We acknowledge your response to prior comment 3. However, we note that AS 2820.09 and .16 - .17 relate
to the Correction of a Material Misstatement in Previously Issued Financial Statements. Specifically, AS 2820.16 refers to recognizing
in the auditor’s report through the addition of an explanatory paragraph the correction of a material misstatement in previously
issued financial statements. As we note that you restated your previously issued financial statements for fiscal 2021 as described in
Note 25, ask your auditors to tell us how they considered AS 3101.18(e) and AS 2820.09 and .16 - .17.
Response: We appreciate the Staff’s attention to the details
surrounding the restatement related to the reclassification of warrants as financial liabilities instead of equity due to the fixed-for-fixed
condition not being met, as disclosed in Note 25 of the financial statements. We would like to provide additional context to support the
auditor’s decision not to include an explanatory paragraph in the audit report concerning that restatement.
August 30, 2024
Page 3
1. Materiality of the Restatement:
o The restatement was fully disclosed in Note 25 of the financial statements, detailing the impact on both the consolidated statement
of financial position and the consolidated statement of comprehensive income. While the restatement involved a significant reclassification,
it did not have a material impact on the Corporation’s overall financial health or operational performance. The restatement primarily
affected the presentation within shareholders’ equity and liabilities, and did not alter the Corporation’s cash flows, operations,
or overall business strategy. Given this context, the Corporation’s auditors determined that the restatement was not material enough
to warrant an explanatory paragraph under AS 3101.18(e) and AS 2820.
2. Sufficient Disclosure in the Financial Statements:
o The impact of the restatement was clearly and comprehensively disclosed in Note 25, which provides a detailed breakdown of the adjustments
made, including the reclassification of the warrants, the resulting changes to shareholders’ equity, and the comprehensive income
figures. The disclosure aligns with the requirements of IFRS and provides sufficient information for users of the financial statements
to understand the nature and impact of the restatement. Since the restatement was adequately disclosed in the financial statements, the
Corporation’s auditors concluded that an additional explanatory paragraph in the audit report was unnecessary.
3. Consideration of AS 3101.18(e) and AS 2820:
o AS 3101.18(e) requires an explanatory paragraph in the auditor’s report if a restatement is necessary to correct a material
misstatement. AS 2820.09 and .16-.17 guide auditors to include such a paragraph when the correction is fundamental to understanding the
financial statements. In this case, the restatement was neither fundamental to the users’ understanding nor did it indicate a pervasive
issue affecting the Corporation’s financial reporting framework. The correction was isolated to the classification of warrants and
did not affect the Corporation’s ability to continue as a going concern or its overall financial performance. As a result, the Corporation’s
auditors deemed that the inclusion of an explanatory paragraph would not enhance the clarity or utility of the financial statements.
4. Consistency with Professional Judgment and Standards:
o The decision not to include an explanatory paragraph was based on professional judgment, aligned with the guidance provided by PCAOB
standards. The Corporation’s auditors exercised their judgment in determining that the restatement did not significantly affect
the interpretation of the financial statements as a whole. The comprehensive disclosure in Note 25 served the purpose of informing stakeholders
of the restatement, ensuring transparency, and fulfilling the Corporation’s disclosure obligations.
The decision of the Corporation’s
auditor to not include an explanatory paragraph in the audit report was based on a thorough consideration of the materiality of the restatement,
the sufficiency of the disclosures in Note 25, and the relevant auditing standards. The existing disclosure within the financial statements
was deemed adequate to inform users of the restatement’s nature and impact, thereby negating the need for an additional explanatory
paragraph.
August 30, 2024
Page 4
Consolidated Statements of Cash Flows, page
F-4
3. We note several items that are included in your statement of cash flows for the nine months ended
September 30, 2022 (as shown in your Form 6-K filed November 14, 2023) that are not included in your consolidated statement of cash flows
for fiscal 2022 in your Form 20-F. For the following items, please tell us why the items were not included for fiscal 2022:
● $11,982,320 of digital currencies for loan repayment within adjustments for cash flows used in operations;
● $1,250,000 for proceeds from a mortgage within cash provided by financing activities;
● $10,000,000 for repayment of loans payable within cash flows provided by financing activities; and
● $1,950,000 for acquisition of digital currency within cash flows used in investing activities. Further explain why the amount decreased
from $3,932,000 as shown in your statement of cash flows for the quarter ended March 31, 2022. Refer to your Form 6-K filed May 15, 2023.
Response: For the first
bullet item above, in the 2022 20-F, activity related to digital currency movements have been included in the “Cash flow supplemental
information”, Digital Currencies items, so activity is encompassed there. This was a grouping change from the presentation in the
financial statements for the third quarter of 2022 (the “Q3 Financial Statements”).
Proceeds from a mortgage would
be a misclassification in the Q3 Financial Statements. During 2022, the Corporation had assumed a mortgage of $1,250,000 and repaid $44,500
as of December 31, 2023.
For the third bullet item above,
this was amount was paid in Bitcoin (not cash). See also the Corporation’s response to Comment 11 below.
For the final bullet item above,
in the 2022 20-F, activity related to digital currency movements was included in the “Cash flow supplemental information”
and Digital Currencies items, so activity is encompassed there. This was a grouping change from prior quarters.
Note 2. Significant Accounting Policies
(a) Statement of compliance, page F-6
4. Further to your response to prior comment 6, please confirm that in future filings, if the financial
statements comply with IFRS as issued by the IASB, you will provide the disclosure required by Item 17(c) of Form 20-F of such compliance
which must be unreservedly and explicitly stated in the notes to the financial statements.
Response: The Corporation
appreciates the Staff’s comments and confirms it will comply in future filings with this requirement.
(f) Revenue recognition, page F-7
5. We acknowledge your response to prior comment 7. Please respond to the
following:
● Revise your disclosure to indicate that you have arrangements with the pool operator and clarify that
the pool operator is your customer, consistent with your response.
Response: The Corporation acknowledges the Staff’s comment
and notes that responsive disclosure was included in Note 2(f) of the Corporation’s consolidated financial statements for the years
ended December 31, 2023 and 2022 (the “2023 Canadian Financial Statements”) that were attached as Exhibit 99.2 to the Corporation’s
Form 6-K filed with the Commission on April 3, 2024.
August 30, 2024
Page 5
● Revise your disclosure to clarify, similar to your response, that you only participated in one mining
pool and the payout methodology under that mining pool is FPPS.
Response: The Corporation
acknowledges the Staff’s comment and notes that responsive disclosure was included in Note 2(f) of the 2023 Canadian Financial Statements
that were attached as Exhibit 99.2 to the Corporation’s Form 6-K filed with the Commission on April 3, 2024.
● Your response indicates your single performance obligation is a service to perform hash calculations
for the pool operator and that contract inception occurs when the provision for performing hash calculations commences. Make a corresponding
revision to your accounting policy and related disclosures throughout your filing. Ensure that this disclosure indicates, if true, that
providing hash calculation for the pool operator is an output of your ordinary activities, that you determine when to provide services,
and that your enforceable right to compensation begins when, and continues for as long as, services are provided.
Response: The Corporation
acknowledges the Staff’s comment and notes that responsive disclosure was included in Note 2(f) of the 2023 Canadian Financial Statements
that were attached as Exhibit 99.2 to the Corporation’s Form 6-K filed with the Commission on April 3, 2024.
● Tell us whether your customer, Foundry, has a unilateral enforceable right to terminate the contract
at any time without substantively compensating you for the termination. If such a termination right exists, and since you have concluded
that the duration of the contract is less than a day and that the contract continuously renews throughout the day per your response, revise
your accounting policy to state this.
Response: The Corporation
acknowledges the Staff’s comment and notes that responsive disclosure was included in Note 2(f) of the 2023 Canadian Financial Statements
that were attached as Exhibit 99.2 to the Corporation’s Form 6-K filed with the Commission on April 3, 2024.
● To the extent your mining pool operator possesses the ability to terminate the contract at any time,
it appears this right could be akin to a renewal right. If this right exists, tell us whether it is a material right. For example, clarify
whether the terms, conditions, and compensation amounts of the renewal right are at the then-current market rates. If so, tell us whether
you have concluded that the customer’s renewal option is not a material right. Refer to IFRS 15.26(j). Make corresponding revisions
to your accounting policy and related disclosures to the extent necessary.
Response:
The Corporation acknowledges the Staff’s comment and notes that responsive disclosure was included in Note 2(f) of the 2023 Canadian
Financial Statements that were attached as Exhibit 99.2 to the Corporation’s Form 6-K filed with the Commission on April 3, 2024.
● You
told us that you do not receive any transaction fees. We note that under Foundry’s
agreement, payments are made for the expected value of the block reward plus the transaction
fee reward. Tell us further why you believe you do not receive any transaction fees.
Response: The
Corporation acknowledges the Staff’s comment and notes that responsive disclosure was included in Note 2(f) of the 2023 Canadian
Financial Statements that were attached as Exhibit 99.2 to the Corporation’s Form 6-K filed with the Commission on April 3, 2024.
●
Your response told us that you measure