8-K – 2025-08-29 – tm2524762d1_8k.htm

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UNITED
STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event
reported): August 25, 2025

 

 

 

Hut
8 Corp.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware
001-41864
92-2056803

(State or other Jurisdiction of

incorporation)
(Commission

File Number)
(IRS Employer

 Identification No.)

 

1101 Brickell Avenue , Suite 1500 , Miami , Florida
33131

(Address of Principal Executive Offices)
(Zip Code)

 

Registrant’s Telephone Number, Including
Area Code: ( 305 ) 224 6427

 

 

 

Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:

 

¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 
 

¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
 

¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 
 

¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered
pursuant to Section 12(b) of the Act:

 

Title of each
class

 

Trading

 

Name of each
exchange on which registered

Common Stock, par value $0.01 per share
 
HUT
 
The Nasdaq Stock Market LLC

 
 
 
 
 

Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On August 25, 2025, Hut 8 MB
One LLC, a Delaware limited liability company (the “Borrower”), Hut 8 Mining Holding Corp., a British Columbia corporation
(“Pledgor”), each a wholly-owned subsidiary of Hut 8 Corp. (the “Company”), entered into a credit agreement (the
“Credit Agreement”) by and among the Borrower, as borrower, Pledgor, as pledgor, and Two Prime Lending Limited (“Two
Prime”), as lender and administrative agent.

 

The Credit Agreement provides for a revolving credit facility of up
to $200 million. Amounts borrowed under the Credit Agreement will bear interest at a rate equal to 7.99% per annum. The facility will
mature 364 days after the date of the first borrowing (the “Maturity Date”). The Borrower may prepay any outstanding
amounts borrowed, in whole or in part, without premium or penalty, at any time prior to the Maturity Date. Amounts prepaid may be reborrowed,
in whole or in part, at any time prior to the Maturity Date.

 

The funds made available pursuant
to the Credit Agreement are expected to be used for general corporate purposes. The Borrower’s obligations under the Credit Agreement
are secured by the Pledgor’s interest in certain Bitcoin (the “Collateral”) held in the custody of BitGo Trust Company,
Inc. (“Custodian”) and Two Prime’s recourse under the Credit Agreement is limited to the Collateral.

 

If the ratio between the
fair value of the Collateral and the aggregate principal amount outstanding under the facility (the “Actual Margin
Ratio”) at any time during the term is equal to or less than 135%, a margin call event occurs. Upon a margin call event, Two
Prime may deliver a notice to the Borrower requiring additional collateral be posted such that the Actual Margin Ratio is equal to
160% after taking into account the additional collateral. Two Prime cannot deliver more than one margin call notice per calendar
day.

 

The Borrower has the right to
request that a portion of the Collateral be released by the Custodian if the Actual Margin Ratio is equal to or greater than 190% for
three consecutive calendar days and certain other conditions are satisfied.

 

The Custodian does not have any
right to lend, pledge, hypothecate or re-hypothecate the posted Collateral. If certain events of default as defined in the Credit Agreement
occur, Two Prime may exercise all of the rights, powers and remedies in respect of the Collateral of a secured party under the Uniform
Commercial Code as in effect in the State of New York, such as, among others, the right to use the Collateral to satisfy payments outstanding,
transfer the Collateral into its own name, and sell, assign, or otherwise dispose of the Collateral.

 

The foregoing description of
the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement,
filed as Exhibit 10.1 to this Current Report on Form 8-K.

 

Item 2.03 Creation of a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth under
Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit No.
Description

 
 

10.1
Credit Agreement, dated as of August 25, 2025, between Hut 8 MB One LLC, Hut 8 Mining Holding Corp. and Two Prime Lending Limited.

 
 

104
Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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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: August 29, 2025
 
 
 

 
By: 
/s/ Victor Semah

 
 
Name: 
Victor Semah

 
 
Title:
Chief Legal Officer & Corporate Secretary

  

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