Summary

  • Digi Power X’s 2026 Cerebras agreement describes 40 MW of IT load as 15 MW of Phase 1 plus 25 MW of incremental Phase 2. The latest 10-Q reports about US$1.1bn initial-term value and about US$2.5bn only on an assumed seven-year extension, subject to performance.
  • Phase 2 depends on financing terms reasonably acceptable to both Digi Power X and Cerebras, followed by Cerebras’s approval. If Cerebras disapproves or gives no notice, the agreement says Digi Power X has no Phase-2 delivery obligation and Cerebras has rights and obligations only for Phase 1.
  • At 30 June the facility was still under construction and not ready for use. A target date, fixed take-or-pay formula, construction spend, financing inflow or service agreement is not a Ready-for-Service notice, acceptance, revenue or cash-collection receipt.

Forty is a project envelope, not a single delivery receipt

The May 2026 agreement between Digi Power X and Cerebras describes a purpose-built, high-density facility in two phases. Phase 1 is 15 MW of IT load. Phase 2 adds 25 MW, taking the stated contractual envelope to 40 MW. “IT load” matters here: the agreement defines it as the conditioned power available to the customer’s computing equipment, excluding the electricity needed for cooling, lighting and general building operation. It is not a generic statement of site power or a measure of computers installed.

The operating arrangement is also narrower than ownership language might suggest. Cerebras receives an exclusive licence to use the colocation space and managed infrastructure services. Digi Power X retains ownership, possession and control of the land and facility; the agreement expressly says the customer licence is not a leasehold estate or real-property interest. The contract records an allocation of use and performance duties, not a sale of a data-centre asset to Cerebras.

That distinction is useful because the public valuation shorthand is much larger than the next hard delivery state. The June 2026 Form 10-Q reports approximately US$1.1 billion of total contract value during the initial term and approximately US$2.5 billion of potential value if Cerebras exercises one seven-year extension. Both figures are expressly subject to Digi Power X meeting its obligations. Neither is reported as current revenue, cash received, accepted capacity, recognised backlog or a completed facility.

The contract itself supplies the better map: separate 15 MW construction, 25 MW conditional expansion, commissioning, customer acceptance, recurring service and any later extension. That map makes the large numbers more useful, rather than less important.

The 25 MW phase has two gates—and a customer can stop it at either

Phase 2 is not simply a later date on a 40 MW construction schedule. Under section 2.2(b), Digi Power X must use commercially reasonable efforts during a redacted financing period to obtain financing for the additional 25 MW. The financing terms must be reasonably acceptable to both the operator and Cerebras. Once Digi Power X has financing materials, it must provide them to Cerebras. Cerebras then has an approval or disapproval choice within a redacted response period.

The consequence is unambiguous even though several commercial values are redacted. An approval notice activates Digi Power X’s obligation to deliver the extra 25 MW by the second delivery date. A disapproval notice—or no notice—means Digi Power X has no Phase-2 delivery obligation and Cerebras has rights and obligations only with respect to Phase 1. A 40 MW figure that does not show that branch has already skipped a financing decision and a customer approval.

Customer approvals appear again in the construction funding mechanics. Cerebras’s Phase-1 non-recurring-charge obligation is conditioned on its approval of the Phase-1 general contractor. Phase-2 NRC payment is separately conditioned on Cerebras’s approval of the final Phase-2 plans and specifications. For Phase 2, the customer may choose between an escrow route and direct payment of approved supplier invoices, up to the redacted NRC cap. The agreement does not reveal the dollar values, timing, escrow terms or individual supplier invoices. Those omissions are not invitations to fill the gap with the US$1.1 billion headline.

This design gives each party a different control surface. Digi Power X controls whether it can assemble an acceptable financing package and execute construction. Cerebras controls whether that financing package and the relevant contractor or plans are acceptable for its commitment. Suppliers and lenders control their own documents and performance. The public filing does not say that any Phase-2 financing has closed, that an approval notice has been issued, or that a payment mechanism has been selected.

Ready for Service is the first physical receipt, not the target date

The quarterly report gives Phase 1 a targeted Ready-for-Service date of 15 December 2026 and full Phase-2 deployment as targeted by the end of the first fiscal quarter of 2027. At 30 June, however, the company says the facility remained under construction and was not ready for use. It also says it is seeking project-level financing for the Columbiana buildout. The schedule therefore has more than one clock: physical construction, financing, customer approval, commissioning and customer use.

The agreement defines RFS more precisely than a construction update. A phase must be constructed, commissioned and tested against the contract’s criteria. Digi Power X then issues an RFS notice. Cerebras has an inspection and deficiency process; a phase can be deemed accepted only through the stated process. Early access for equipment installation is explicitly not acceptance. A completed substation, a building shell, an early-access period or a target date may all matter operationally, but none is the same receipt as RFS.

That matters for the cash formula. The 10-Q describes a US$195 per kW per month fixed take-or-pay colocation fee, approximately US$2.925 million monthly for 15 MW and US$4.875 million monthly for the 25 MW increment, with 3% annual escalation. The contract says fees are payable on the contracted load after the relevant phase commencement, regardless of actual power utilisation, subject to the stated exceptions. It does not say a phase commenced by 30 June.

A take-or-pay rate becomes a billing obligation only when the contract’s own commencement conditions are crossed; it is not evidence that construction, commissioning or collection already occurred.

The agreement also allocates delay risk without making a public timing forecast possible. It contains delay credits, final outside delivery dates, cure concepts, return mechanics for some unapplied prepaid fees and termination rights. But rates, time periods and other material details are redacted. The transparent conclusion is not that the protection is weak or strong. It is that the public record shows a contractual remedy architecture while withholding the numbers needed to price it.

Financing cash is a separate ledger from the Phase-2 approval

Digi Power X’s liquidity disclosures provide context, not a completion certificate. At 30 June it reported US$128.122 million of cash and cash equivalents, US$73.242 million of property, plant and equipment, and US$96.309 million of six-month cash use for equipment purchases. Financing activities supplied US$161.509 million in the same six months, principally US$159.548 million from share issuance. The company also describes a securities program of up to US$175 million and says it expects additional, including project-level debt, financing for the AI-campus buildout.

Those figures show both resources and a funding programme. They do not disclose the financing package contemplated by section 2.2(b), its lender, price, collateral, covenants, funding date or Cerebras approval. Cash on the balance sheet is not proof that the financing terms are reasonably acceptable to both parties. Equity proceeds are not a Phase-2 approval notice. Equipment purchases are not a 40 MW commissioning record.

The company’s own risk language keeps the boundary open: it says the full Phase-2 deployment is conditioned on securing adequate financing and that it is pursuing project-level debt while seeking to limit dilution. The same 10-Q notes that the business has limited operating history in AI services and anticipates additional financing may be needed. Neither observation establishes failure. Both explain why the contractual approval gate is economically central rather than a drafting detail.

A four-row register makes the contract monitorable

The useful public register has four rows, not one headline value.

  1. Phase 1 construction and funding: contractor approval, capital work, RFS notice, acceptance, phase commencement and first billed fee.
  2. Phase 2 finance-and-approval: disclosed financing package, financing materials, Cerebras approval or disapproval, plans/specifications approval, supplier-payment or escrow evidence and any release of the conditional expansion.
  3. Service operation: delivered IT load, take-or-pay commencement, service credits, actual use where disclosed, invoicing and recognised revenue.
  4. Extension value: the end of the initial term, an exercised extension option and the terms that turn potential value into an extended service obligation.

The first reportable advance would be a defined Phase-1 RFS or acceptance record, not another restatement of 40 MW. The second would be a Phase-2 financing and approval bridge. The third would be commencement and financial reporting that identifies how contract consideration has entered revenue and cash. Until those receipts exist, the defensible claim is substantial but bounded: Digi Power X and Cerebras have a signed 40 MW framework whose 25 MW increment is still governed by finance, approval, construction and acceptance conditions.

Sources