8-K – 2026-06-05 – tm2616926d1_8k.htm

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UNITED
STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT  

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

 

June 5, 2026  

(Date of earliest event reported) 

 

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)

 

( 305 ) 224-6427

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

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 ( see General
Instruction A.2. below):

 

¨
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 Symbol(s)

 

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 8.01.
Other Events.

 

On June 4, 2026, Hut 8 Corp. (the “Company”) issued a press
release announcing that Beacon Point DC LLC, its wholly-owned indirect subsidiary, priced its offering (the “Offering”) of
$4.250 billion aggregate principal amount of 6.129% Senior Secured Notes due 2042 (the “Notes”). The Offering is expected to
close on June 9, 2026, subject to market and other conditions.

 

The Notes will only be sold to persons reasonably believed to be qualified
institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside
the United States to non-U.S. persons in reliance on Regulation S under the Securities Act. A copy of the press release announcing the
pricing of the Offering is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The information included in this Current Report on Form 8-K is neither
an offer to sell nor a solicitation of an offer to buy any securities.

 

Cautionary Note Regarding Forward-Looking Statements

 

Statements in this Current Report on Form 8-K
about future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may
constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. These
statements include, but are not limited to, statements relating to the completion, size and timing of the Offering and the terms of the
Notes. The words “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,”
“should,” “target,” “will,” “would,” and similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially
from those indicated by such forward-looking statements as a result of various important factors, including uncertainties related to market
conditions and the completion of the Offering on the anticipated terms or at all, and the other factors described from time to time in
the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”). In particular, see the Company’s
recent and upcoming annual and quarterly reports and other continuous disclosure documents, which are available under the Company’s
EDGAR profile at www.sec.gov and SEDAR+ profile at www.sedarplus.ca. Any forward-looking statements contained in this Current Report on
Form 8-K speak only as of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking statement,
whether as a result of new information, future events, or otherwise, except to the extent required by applicable law.

 

Item 9.01.
Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.
 
Description

99.1
 
Press Release of the Company, dated June 4, 2026

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

 

 

 

 

SIGNATURE

 

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.

 
 
 

Dated: June 5, 2026
By:
/s/ Victor Semah

 
Name: 
Victor Semah

 
Title:
Chief Legal Officer