Hut 8 Corp. Files 8-K: Material Agreement & Financials

TL;DR

Hut 8 Corp. signed a big deal and filed financials on Dec 1st. Details TBD.

AI Summary

On December 1, 2024, Hut 8 Corp. entered into a material definitive agreement. The company also reported other events and filed financial statements and exhibits as part of this Form 8-K filing. Specific details of the agreement and financial information were not provided in the excerpt.

Why It Matters

This filing indicates significant corporate activity for Hut 8 Corp., potentially involving new business arrangements or financial updates that could impact its operations and investor outlook.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could represent significant opportunities or risks for the company, but the lack of specific details makes a precise risk assessment difficult.

Key Numbers

• 001-41864 — SEC File Number (Identifies the company's filing with the SEC.)
• 92-2056803 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Hut 8 Corp. (company) — Registrant
• December 1, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Miami, Florida (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share HUT The Nasdaq Stock Mark
• $500,000,000 — ng an aggregate offering price of up to $500,000,000 (the "Shares") to or through the Agents
• $150 million — n initial aggregate principal amount of $150 million (the "Underlying Shares"). Pursuant to
• $250.0 million — not obligating, the repurchase of up to $250.0 million of the Company's issued and outstanding

Filing Documents

• tm2429544d4_8k.htm (8-K) — 41KB
• tm2429544d4_ex1-1.htm (EX-1.1) — 317KB
• tm2429544d4_ex1-2.htm (EX-1.2) — 147KB
• tm2429544d4_ex5-1.htm (EX-5.1) — 21KB
• 0001104659-24-125372.txt ( ) — 812KB
• hut-20241201.xsd (EX-101.SCH) — 3KB
• hut-20241201_lab.xml (EX-101.LAB) — 33KB
• hut-20241201_pre.xml (EX-101.PRE) — 22KB
• tm2429544d4_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. "At-the-Market" Equity Offering Program On December 4, 2024, Hut 8 Corp., a Delaware corporation (the "Company") entered into a Controlled Equity Offering SM Sales Agreement, dated as of December 4, 2024 (the "Sales Agreement") with each of Cantor Fitzgerald & Co., Keefe, Bruyette & Woods, Inc., The Benchmark Company, LLC, BTIG, LLC, Canaccord Genuity LLC, Craig-Hallum Capital Group LLC, Maxim Group LLC, Needham & Company, LLC, Roth Capital Partners, LLC (the "U.S. Agents") and Cantor Fitzgerald Canada Corporation, Stifel Nicolaus Canada Inc. and Canaccord Genuity Corp. (the "Canadian Agents", and together with the U.S. Agents, the "Agents"), pursuant to which the Company may, from time to time at its option to or through any of the U.S. Agents, acting as agent and/or principal, offer and sell an indeterminate number of shares of its common stock, par value $0.01 per share (the "Common Stock"). On December 4, 2024, the Company filed a prospectus supplement (the "Prospectus Supplement") with the Securities and Exchange Commission (the "SEC") relating to the Company's automatic shelf registration statement on Form S-3ASR (File No. 333-283579), filed with the SEC on December 4, 2024, under which the Company may offer and sell Common Stock having an aggregate offering price of up to $500,000,000 (the "Shares") to or through the Agents pursuant to the Sales Agreement. Sales of the Shares under the Sales Agreement may be made by any method that is deemed to be an "at the market" offering as defined in Rule 415(a)(4) under the Securities Act of 1933, or by any other method permitted by law. The Company may in the future make sales of the Shares under the Sales Agreement in Canada to or through the Canadian Agents, subject to certain terms and conditions set forth therein including the filing of a prospectus in each of the provinces and territories of Canada qualifying the Shares in "at-the-market" offerings under

01. Other Events

Item 8.01. Other Events. Stock Repurchase Program On December 4, 2024, the Company announced, with the approval of the board of directors of the Company, a stock repurchase program (the "Stock Repurchase Program") permitting, but not obligating, the repurchase of up to $250.0 million of the Company's issued and outstanding Common Stock from time to time. The Company may repurchase up to 4,683,936 shares of Common Stock (representing 5.0% of the current issued and outstanding Common Stock) over the next twelve months. The Company expects that any repurchases pursuant to the Stock Repurchase Program in this period will be made through the facilities of the Nasdaq Global Select Market at prevailing market prices, in accordance with applicable securities laws. The Stock Repurchase Program does not require the Company to repurchase any minimum number of shares of Common Stock. The timing and extent to which the Company may repurchase Common Stock will depend upon, among other things, market conditions, share price, liquidity, regulatory requirements and other factors, and repurchases of Common Stock may be commenced or suspended by the Company at any time without prior notice to its stockholders. Ionic Management Services Agreement Notice On November 26, 2024, Ionic Digital Inc. ("Ionic") sent a letter to U.S. Data Management Group, LLC ("Manager"), a subsidiary of the Company, providing notice that Ionic was terminating the Amended and Restated Management Services Agreement, dated June 19, 2024 ("A&R MSA"), for cause effective December 10, 2024. On November 29, 2024, Manager and the Company responded by rejecting that Ionic had any cause to terminate the A&R MSA, providing a detailed rebuttal to Ionic's letter, and highlighting Ionic's bad faith in attempting to terminate the A&R MSA shortly after Manager is scheduled to complete Ionic's centerpiece Cedarvale mining facility in the coming days. On December 1, 2024, Ionic responded to the letter, reaffirming its p

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit No. Description 1.1 Controlled Equity Offering SM Sales Agreement, dated December 4, 2024, among the Company and Cantor Fitzgerald & Co., Keefe, Bruyette & Woods, Inc., The Benchmark Company, LLC, BTIG, LLC, Canaccord Genuity LLC, Craig-Hallum Capital Group LLC, Maxim Group LLC, Needham & Company, LLC, Roth Capital Partners, LLC, Cantor Fitzgerald Canada Corporation, Stifel Nicolaus Canada Inc. and Canaccord Genuity Corp. 1.2 Registration Rights Agreement, dated December 4, 2024, between Hut 8 Corp. and Coatue Tactical Solutions Lending Holdings AIV 3 LP. 5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the legality of the Shares. 23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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. Date: December 4, 2024 By: /s/ Victor Semah Name: Victor Semah Title: Chief Legal Officer and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR