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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): April 30, 2026
HUT 8 CORPORATION
(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)
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 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 1.01. Entry into a Material
Definitive Agreement.
Senior Secured Notes Offering
General
On April 27, 2026, Hut 8 DC LLC (“Issuer”),
an indirect wholly-owned subsidiary of Hut 8 Corp. (the “Company” or “Hut 8”), completed its previously announced
private offering (the “Offering”) of 6.192% Senior Secured Notes due 2042 (the “Notes”). The Notes were sold under
a purchase agreement, dated as of April 27, 2026, entered into by and among the Issuer and J.P. Morgan Securities LLC as the representative
(the “Representative”) of the several initial purchasers named in Schedule 1 thereto (the “Initial Purchasers”),
for resale 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. The aggregate principal amount of Notes sold in the Offering was $3,250 million.
The Notes were issued at a price equal to 100% of their principal amount.
The Issuer intends to use the proceeds from the Offering to (i) finance a portion of the development and construction of a turnkey data
center with 245 megawatts of critical IT capacity and the related substation at the Company's River Bend campus located in St. Francisville,
Louisiana (collectively, the “Data Center Project”), (ii) reimburse the Company for a portion of its prior equity contributions
to the Issuer that were used to fund capital expenditures relating to the Data Center Project, (iii) fund debt service reserves and (iv)
pay fees and expenses in connection with the Offering.
Maturity and Interest Payments
On April 30, 2026, the Issuer and Hut 8 DC Member
LLC, the direct parent of the Issuer (“HoldCo”), entered into an indenture (the “Indenture”) with respect to the
Notes with Wilmington Trust, National Association, as trustee (the “Trustee”), and collateral agent (the “Collateral
Agent”). The Notes are senior secured obligations of the Issuer and bear interest at a rate of 6.192% per annum, payable semi-annually
in arrears on May 15 and November 15 of each year, beginning on November 15, 2026. The Notes will mature on November 15, 2042, unless
earlier redeemed or repurchased in accordance with their terms.
Amortization of Principal
The principal amount of the Notes will amortize
on a semi-annual basis on May 15 and November 15 of each year, beginning on May 15, 2028, in the amounts set forth in the Indenture. Required
amortization shall be subject to adjustment in case of, among other reasons, partial redemption or repurchase or, in certain circumstances,
the issuance of additional notes.
Redemption
On or prior to May 15, 2042 (the “Par Call
Date”), the Issuer may redeem the Notes, in whole or in part, at any time and from time to time, at the “make-whole”
redemption price described in the Indenture, plus accrued and unpaid interest thereon to, but excluding, the redemption date. On
or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price
equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption
date. Upon the occurrence of a Data Center Lease Termination Event (as defined in the Indenture), the Issuer may redeem all or
a part of the Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest. Upon or after
the Initial Commencement Date (as defined in the Indenture), in the event that the Issuer’s Debt Service Coverage Ratio (as defined
in the Indenture) is less than 1.1:1.0, the Issuer may redeem a portion of the Notes, at a redemption price equal to 100% of the principal
amount thereof, plus accrued and unpaid interest, in an aggregate principal amount such that, after giving effect to such redemption,
the Issuer’s Debt Service Coverage Ratio is equal to approximately 1.1:1.0.
Certain Covenants
The Indenture limits the ability of the Issuer
to, among other things: (i) incur or guarantee certain additional indebtedness; (ii) pay dividends or distributions on, or redeem or repurchase,
capital stock and make other restricted payments; (iii) make certain investments; (iv) create or incur liens; (v) consummate certain asset
sales; (vi) enter into sale and lease back transactions; (vii) hold assets or conduct operations unrelated to the operation of the Data
Center Project; (viii) engage in certain transactions with its affiliates; (ix) merge, consolidate or transfer or sell all or substantially
all of its assets; (x) modify the lease or guarantee related to the Data Center Project or the Issuer’s organizational documents;
and (xi) (1) become a general partner in any general or limited partnership or joint venture, (2) acquire any subsidiary or (3) organize
any subsidiary. The Indenture also limits the ability of HoldCo to engage in certain transactions. These covenants are subject to a number
of important qualifications and exceptions as set forth in the Indenture.
Upon the occurrence of specified change of
control events, the Issuer must offer to repurchase the notes at 101% of the principal amount, plus accrued and unpaid interest, if
any, to, but excluding, the purchase date. In addition, upon the occurrence of certain asset sales, a Data Center Lease Termination
Default (as defined in the Indenture) and certain reductions in the guaranteed maximum price with respect to the Data Center Project
(as further described in the Indenture), the Issuer must offer to repurchase the notes at 100% of the principal amount, plus accrued
and unpaid interest, if any, to, but excluding, the purchase date.
The Indenture also provides for customary events
of default.
The foregoing description of the Indenture and
the notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture (and the form
of note included therein), a copy of which is filed with this Current Report on Form 8-K as Exhibit 4.1 and 4.2 hereto and is hereby incorporated
herein by reference.
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 in Item 1.01 of this
Current Report on Form 8-K is incorporated herein by reference.
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 Data Center Project, the anticipated use of any proceeds from 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 |
| 4.1 |
|
Indenture, dated as of April 30, 2026, among Hut 8 DC LLC, Hut 8 DC Member LLC and Wilmington Trust, National Association, as trustee and collateral agent, relating to the 6.192% Senior Secured Notes due 2042. |
| 4.2 |
|
Form of Note representing the 6.192% Senior Secured Notes due 2042 (included as Exhibit A to Exhibit 4.1). |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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. |
| Dated: April 30, 2026 |
By: |
/s/ Victor Semah |
| |
Name: |
Victor Semah |
| |
Title: |
Chief Legal Officer |
