Item 1.01 Entry into a Material Definitive Agreement.
On June 16, 2025, Hut 8 Mining Corp., a British Columbia corporation (the “Borrower”), a wholly owned subsidiary of Hut 8 Corp. (the “Company”) entered into an amended and restated credit agreement (the “Third Amended and Restated Credit Agreement”) between the Borrower, as borrower, and Coinbase Credit, Inc. (“Coinbase”), as lender, collateral agent, and administrative agent. The Third Amended and Restated Credit Agreement amended and restated the Company’s existing credit agreement with Coinbase, dated as of June 26, 2023 and subsequently amended and restated on January 12, 2024 and June 17, 2024 (the “Second Amended and Restated Credit Agreement”).
The Third Amended and Restated Credit Agreement amends and restates the Second Amended and Restated Credit Agreement to, among other things: (i) extend the final maturity date to June 16, 2026; (ii) increase the principal amount by up to $65,000,000 of additional borrowings, if any, resulting in a total principal amount of up to $130,000,000; (iii) modify the interest rate such that amounts that are borrowed will bear interest at a rate equal to 9.0%; (iv) improve the limited recourse structure as described below; and (v) remove the right for Coinbase to receive an early termination fee for any repayment or prepayment by the Borrower prior to the final maturity date. The remaining material terms in the Third Amended and Restated Credit Agreement, including payment terms and acceleration provisions, remained in line with the terms included in the Second Amended and Restated Credit Agreement.
The funds made available pursuant to the Third Amended and Restated Credit Agreement are expected to be used for general corporate purposes. The Borrower’s obligations under the Third Amended and Restated Credit Agreement are secured by the Borrower’s interest in certain Bitcoin held in the custody of Coinbase Custody Trust Company, LLC (“Coinbase Custody”) and Coinbase’s recourse is limited to such Bitcoin held in the custody of Coinbase Custody. Coinbase Custody will not charge the Borrower any custodial fees for such Bitcoin collateral.
The foregoing description of the Third Amended and Restated Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amended and Restated 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 5.07 Submission of Matters to a Vote of Security Holders.
On June 18, 2025, the Company held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) to consider and vote upon five proposals, which are described in greater detail in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on April 30, 2025 (the “Proxy Statement”). A total of 64,605,942 shares of the Company’s common stock were represented at the Annual Meeting, constituting a quorum for all matters presented at the Annual Meeting. The final voting results are set forth below.
Proposal 1: Election of Directors
The stockholders elected each of the persons named below to serve as directors until the 2026 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified, or until their earlier death, resignation or removal. The results of such vote were as follows:
| For | Against | Abstentions | Broker Non-Votes |
Joseph Flinn | 46,451,582 | 506,111 | 156,833 | 17,491,416 |
Asher Genoot | 46,786,099 | 176,633 | 151,794 | 17,491,416 |
Michael Ho | 46,785,583 | 173,308 | 155,635 | 17,491,416 |
E. Stanley O’Neal | 42,508,955 | 4,431,168 | 174,403 | 17,491,416 |
