SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G/A


UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*


Digi Power X Inc.
(Name of Issuer)


Subordinate Voting Shares, with no par value
(Title of Class of Securities)


25381D206
(CUSIP Number)


06/30/2025
(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)
☒   Rule 13d-1(c)
☐   Rule 13d-1(d)




SCHEDULE 13G/A
CUSIP No.
25381D206


1 Names of Reporting Persons

Eleven Ventures LLC
2 Check the appropriate box if a member of a Group (see instructions)

☐  (a)
☒  (b)
3SEC Use Only
4 Citizenship or Place of Organization

DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5 Sole Voting Power: 0.00
6 Shared Voting Power: 1,053,536.00
7 Sole Dispositive Power: 0.00
8 Shared Dispositive Power: 1,053,536.00
9 Aggregate Amount Beneficially Owned by Each Reporting Person

1,053,536.00
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)

2.6 %
12 Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: On August 15, 2024, the Issuer issued 3,113,636 Subordinate Voting Shares, with no par value (the "Subordinate Voting Shares"), and warrants exercisable for 3,113,636 Subordinate Voting Shares (the "Warrants") to Eleven Ventures LLC ("Eleven Ventures"), with such Warrants being exercisable at any time on or after February 15, 2025, subject to certain terms and limitations, including certain beneficial ownership limitations. The number of shares and percentages in Row 6, Row 8, Row 9, and Row 11 include 139,900 Subordinate Voting Shares held by Eleven Ventures upon the exercise of certain of the Warrants on June 30, 2025, plus 913,636 Warrants that were outstanding and currently exercisable as of June 30, 2025, and reflect the disposition by Eleven Ventures, between March 3, 2025 and June 30, 2025, of (i) 3,113,636 Subordinate Voting Shares, and (ii) 2,060,100 Subordinate Voting Shares that were issued to Eleven Ventures between June 18, 2025 and June 30, 2025 upon the exercise of certain of the Warrants. Between July 1, 2025 and July 7, 2025, the remaining 913,636 Warrants were exercised by Eleven Ventures, and Eleven Ventures sold all of its remaining Subordinate Voting Shares received upon the exercise of the Warrants. As of July 7, 2025, Eleven Ventures beneficially owned none of the Issuer's Subordinate Voting Shares. The percentage reported in Row 11 is based on 40,701,840 Subordinate Voting Shares outstanding, as reported in the Issuer's Prospectus Supplement filed with the Securities and Exchange Commission on July 23, 2025.


SCHEDULE 13G/A
CUSIP No.
25381D206


1 Names of Reporting Persons

Eleven Managers LLC
2 Check the appropriate box if a member of a Group (see instructions)

☐  (a)
☒  (b)
3SEC Use Only
4 Citizenship or Place of Organization

DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5 Sole Voting Power: 0.00
6 Shared Voting Power: 1,053,536.00
7 Sole Dispositive Power: 0.00
8 Shared Dispositive Power: 1,053,536.00
9 Aggregate Amount Beneficially Owned by Each Reporting Person

1,053,536.00
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)

2.6 %
12 Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Eleven Managers LLC ("Eleven Managers") is the Manager of Eleven Ventures and may be deemed to share beneficial ownership over the Subordinate Voting Shares directly owned by Eleven Ventures. The number of shares and percentages in Row 6, Row 8, Row 9, and Row 11 include 139,900 Subordinate Voting Shares held by Eleven Ventures upon the exercise of certain of the Warrants on June 30, 2025, plus 913,636 Warrants that were outstanding and currently exercisable as of June 30, 2025, and reflect the disposition by Eleven Ventures, between March 3, 2025 and June 30, 2025, of (i) 3,113,636 Subordinate Voting Shares, and (ii) 2,060,100 Subordinate Voting Shares that were issued to Eleven Ventures between June 18, 2025 and June 30, 2025 upon the exercise of certain of the Warrants. Between July 1, 2025 and July 7, 2025, the remaining 913,636 Warrants were exercised by Eleven Ventures, and Eleven Ventures sold all of its remaining Subordinate Voting Shares received upon the exercise of the Warrants. As of July 7, 2025, Eleven Ventures and Eleven Managers beneficially owned none of the Issuer's Subordinate Voting Shares. The percentage reported in Row 11 is based on 40,701,840 Subordinate Voting Shares outstanding, as reported in the Issuer's Prospectus Supplement filed with the Securities and Exchange Commission on July 23, 2025.


SCHEDULE 13G/A
CUSIP No.
25381D206


1 Names of Reporting Persons

Hartley Wasko
2 Check the appropriate box if a member of a Group (see instructions)

☐  (a)
☒  (b)
3SEC Use Only
4 Citizenship or Place of Organization

UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5 Sole Voting Power: 0.00
6 Shared Voting Power: 1,053,536.00
7 Sole Dispositive Power: 0.00
8 Shared Dispositive Power: 1,053,536.00
9 Aggregate Amount Beneficially Owned by Each Reporting Person

1,053,536.00
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)

2.6 %
12 Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Hartley Wasko is the Managing Member of Eleven Managers and may be deemed to share beneficial ownership over the Subordinate Voting Shares directly owned by Eleven Ventures. The number of shares and percentages in Row 6, Row 8, Row 9, and Row 11 include 139,900 Subordinate Voting Shares held by Eleven Ventures upon the exercise of certain of the Warrants on June 30, 2025, plus 913,636 Warrants that were outstanding and currently exercisable as of June 30, 2025, and reflect the disposition by Eleven Ventures, between March 3, 2025 and June 30, 2025, of (i) 3,113,636 Subordinate Voting Shares, and (ii) 2,060,100 Subordinate Voting Shares that were issued to Eleven Ventures between June 18, 2025 and June 30, 2025 upon the exercise of certain of the Warrants. Between July 1, 2025 and July 7, 2025, the remaining 913,636 Warrants were exercised by Eleven Ventures, and Eleven Ventures sold all of its remaining Subordinate Voting Shares received upon the exercise of the Warrants. As of July 7, 2025, Eleven Ventures and Eleven Managers beneficially owned none of the Issuer's Subordinate Voting Shares. The percentage reported in Row 11 is based on 40,701,840 Subordinate Voting Shares outstanding, as reported in the Issuer's Prospectus Supplement filed with the Securities and Exchange Commission on July 23, 2025.



SCHEDULE 13G/A

Item 1. 
(a) Name of issuer:

Digi Power X Inc.
(b) Address of issuer's principal executive offices:

110 Yonge Street, Suite 1601, Toronto, ON M5C 1T4
Item 2. 
(a) Name of person filing:

(i) Eleven Ventures LLC ("Eleven Ventures") (ii) Eleven Managers LLC ("Eleven Managers") (iii) Hartley Wasko
(b) Address or principal business office or, if none, residence:

463 Adams St. Denver, CO 80206
(c) Citizenship:

(i) Eleven Ventures - Delaware (ii) Eleven Managers - Delaware (iii) Hartley Wasko - United States of America
(d) Title of class of securities:

Subordinate Voting Shares, with no par value
(e) CUSIP No.:

25381D206
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:

1,053,536 Subordinate Voting Shares.
(b) Percent of class:

2.6%, based on 40,701,840 Subordinate Voting Shares outstanding, as reported in the Issuer's Prospectus Supplement filed with the Securities and Exchange Commission on July 23, 2025.  %
(c) Number of shares as to which the person has:
  (i) Sole power to vote or to direct the vote:

Eleven Ventures: 0 Eleven Managers: 0 Hartley Wasko: 0

  (ii) Shared power to vote or to direct the vote:

Eleven Ventures: 1,053,536 Eleven Managers: 1,053,536 Hartley Wasko: 1,053,536

  (iii) Sole power to dispose or to direct the disposition of:

Eleven Ventures: 0 Eleven Managers: 0 Hartley Wasko: 0

  (iv) Shared power to dispose or to direct the disposition of:

Eleven Ventures: 1,053,536 Eleven Managers: 1,053,536 Hartley Wasko: 1,053,536

Item 5.Ownership of 5 Percent or Less of a Class.
 
☒    Ownership of 5 percent or less of a class
Item 6.Ownership of more than 5 Percent on Behalf of Another Person.
 
Not Applicable
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
Item 8.Identification and Classification of Members of the Group.
 
Not Applicable
Item 9.Notice of Dissolution of Group.
 
Not Applicable

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.

 
Eleven Ventures LLC
 Signature:/s/ Hartley Wasko
 Name/Title:Hartley Wasko/Managing Member, Eleven Managers LLC, its Manager
 Date:08/14/2025
 
Eleven Managers LLC
 Signature:/s/ Hartley Wasko
 Name/Title:Hartley Wasko/Managing Member
 Date:08/14/2025
 
Hartley Wasko
 Signature:/s/ Hartley Wasko
 Name/Title:Hartley Wasko
 Date:08/14/2025
Exhibit Information: Exhibit 99.1 Joint Filing Agreement.

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including additional amendments thereto) with respect to the Subordinate Voting Shares, with no par value, of Digi Power X Inc., a Canadian corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of August 14, 2025.

 

  ELEVEN VENTURES LLC
     
  By:

Eleven Managers LLC, its Manager

     
By: /s/ Hartley Wasko
   

Name: Hartley Wasko

Title: Managing Member

     
  ELEVEN MANAGERS LLC
     
  By:

/s/ Hartley Wasko

   

Name: Hartley Wasko

Title: Managing Member

     
   /s/ Hartley Wasko
   Name: Hartley Wasko