Hut 8 Corp. Files 8-K: Material Agreement, Equity Sales

TL;DR

Hut 8 Corp. filed an 8-K detailing a material agreement and unregistered equity sales.

AI Summary

On June 21, 2024, Hut 8 Corp. entered into a material definitive agreement related to a direct financial obligation. The company also disclosed unregistered sales of equity securities and provided a Regulation FD disclosure. The filing includes financial statements and exhibits.

Why It Matters

This filing indicates significant corporate actions by Hut 8 Corp., including new financial obligations and equity transactions, which could impact its financial structure and stock performance.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Hut 8 Corp. (company) — Registrant
• June 21, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-41864 (commission_file_number) — SEC File Number
• 92-2056803 (tax_id) — IRS Employer Identification No.
• 1101 Brickell Avenue, Suite 1500, Miami, Florida 33131 (address) — Principal Executive Offices
• (305) 224-6427 (phone_number) — Registrant's Telephone Number

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share HUT The Nasdaq Stock Mark
• $150.0 million — (the "Note") in the principal amount of $150.0 million (such amount, together with any paid-in
• $16.395 — initial conversion price of the Note is $16.395 per share of Common Stock, subject to c
• $11.50 — ied valuation of such event is at least $11.50 per share of Common Stock, the mandator

Filing Documents

• hut-20240621x8k.htm (8-K) — 47KB
• hut-20240621xex10d1.htm (EX-10.1) — 531KB
• hut-20240621xex99d1.htm (EX-99.1) — 16KB
• 0001558370-24-009418.txt ( ) — 816KB
• hut-20240621.xsd (EX-101.SCH) — 3KB
• hut-20240621_lab.xml (EX-101.LAB) — 16KB
• hut-20240621_pre.xml (EX-101.PRE) — 10KB
• hut-20240621x8k_htm.xml (XML) — 5KB

01Entry into a Material Definitive Agreement

Item 1.01Entry into a Material Definitive Agreement. On June 21, 2024, Hut 8 Corp., a Delaware corporation (the "Company"), entered into a Convertible Note Purchase Agreement (the "Purchase Agreement") with Coatue Tactical Solutions Lending Holdings AIV 3 LP, a Delaware limited partnership (the "Purchaser"), and Hut 8 Mining Corp., a corporation incorporated under the laws of British Columbia and a wholly-owned subsidiary of the Company (the "Guarantor"), providing for the purchase and sale of a convertible note (the "Note") in the principal amount of $150.0 million (such amount, together with any paid-in-kind interest accrued from time to time, the "Accreted Principal Amount"). The Note will be a senior unsecured obligation of the Company and guaranteed by the Guarantor pursuant to a Guaranty Agreement (the "Guaranty," and together with the transactions contemplated by the Purchase Agreement and the Note, the "Transaction"). The Company intends to use the proceeds from the sale to fund growth capital expenditures and for general corporate purposes. The Note bears interest at a rate of 8.00% per year, payable quarterly in arrears on each March 31, June 30, September 30 and December 31, commencing September 30, 2024. Interest may be paid in-kind or in cash, at the Company's option. The Note will have an initial term of five years and may be extended, at the Company's option, for up to three one-year terms. At maturity, the Company will pay the Purchaser the Accreted Principal Amount, together with any accrued and unpaid interest thereon. During the term of the Note, the Note will be convertible from time to time, in whole or in part, into shares of the Company's common stock, par value $0.01 per share (the "Common Stock") at the option of the Purchaser. The initial conversion price of the Note is $16.395 per share of Common Stock, subject to certain anti-dilution adjustments. Based on the initial conversion price, an aggregate of up to 9,149,131 shares of Common

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On June 24, 2024, the Company also issued a press release regarding the Transaction (the "Press Release"). A copy of the Press Release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information included in this Item 7.01 and in the Press Release attached hereto as Exhibit 99.1 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall any such information or exhibits be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such document.

01Financial Statements and Exhibits

Item 9.01Financial Statements and Exhibits. Exhibit No. Description. 10.1 Convertible Note Purchase Agreement, d ated June 21, 2024, by and between Hut 8 Corp., Coatue Tactical Solutions Lending Holdings AIV 3 LP, and Hut 8 Mining Corp. 99.1 Press Release, dated June 24, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HUT 8 CORP. (Registrant) Date: June 24, 2024 By: /s/ Victor Semah Name: Victor Semah Title: Chief Legal Officer & Corporate Secretary 4

View Full Filing

View this 8-K filing on SEC EDGAR