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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. 2)*
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Digi Power X Inc. (Name of Issuer) |
Subordinate Voting Shares (Title of Class of Securities) |
(CUSIP Number) |
06/30/2026 (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) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Bakay Capital Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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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
2,484,712.00 | ||||||||
| 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)
2.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Bakay Capital Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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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
2,484,712.00 | ||||||||
| 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)
2.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Berke Bakay | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 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
2,551,378.00 | ||||||||
| 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)
2.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
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, A6 M5C 1T4 | |
| Item 2. | ||
| (a) | Name of person filing:
Bakay Capital Fund, L.P.
Bakay Capital Management, LLC
Berke Bakay | |
| (b) | Address or principal business office or, if none, residence:
For each Reporting Person:
888 Prospect Street. Suite 200
La Jolla, CA 92037 | |
| (c) | Citizenship:
Bakay Capital Fund, L.P.: Delaware
Bakay Capital Management, LLC: Delaware
Berke Bakay: United States | |
| (d) | Title of class of securities:
Subordinate Voting Shares | |
| (e) | CUSIP No.:
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| 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); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (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); | |
| (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). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Bakay Capital Fund, L.P. - 2,484,712
Bakay Capital Management, LLC - 2,484,712
Berke Bakay - 2,551,378 | |
| (b) | Percent of class:
Bakay Capital Fund, L.P. - 2.7%
Bakay Capital Management, LLC - 2.7%
Berke Bakay - 2.8% %
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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:
Bakay Capital Fund, L.P. - 2,484,712
Bakay Capital Management, LLC - 2,484,712
Berke Bakay - 2,551,378 | ||
| (ii) Shared power to vote or to direct the vote:
Bakay Capital Fund, L.P. - 0
Bakay Capital Management, LLC - 0
Berke Bakay - 0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Bakay Capital Fund, L.P. - 2,484,712
Bakay Capital Management, LLC - 2,484,712
Berke Bakay - 2,551,378 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Bakay Capital Fund, L.P. - 0
Bakay Capital Management, LLC - 0
Berke Bakay - 0
(1) Bakay Capital Fund, L.P. (the "Fund") beneficially owns 2,295,318.00 subordinated voting shares of the Issuer and 189,394 subordinated voting shares issuable upon exercise of certain warrants. Bakay Capital Management, LLC (the "Manager") as the investment adviser and general partner of the Fund may also be deemed to beneficially own the securities directly held by the Fund, as it has the power to direct the disposition and voting of such securities. Berke Bakay as the managing member of the Manager may also be deemed to beneficially own the securities directly held by the Fund and also holds 66,666 shares of common stock individually. Pursuant to Rule 13d-4, each of the Reporting Persons disclaims beneficial ownership of the reported securities, except to the extent of its or his pecuniary interest in such securities, if any.
(2) Percentage based on (i) 90,420,824 subordinated voting shares of the Issuer outstanding as of May 15, 2026, as reported in the Form 10-Q; plus (ii) 189,394 shares of subordinated voting shares issuable upon exercise of the certain warrants owned by the Fund. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Ownership of 5 percent or less of a class
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| 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. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See the response to Item 4. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| 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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