{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-23-122902","form_type":"8-K","ticker":"HUT","cik":"0001964789","company_name":"Hut 8 Corp.","filed_at":"2023-12-01T23:59:59+00:00","discovered_at":"2026-05-14T18:03:31.468304+00:00","generated_at":"2026-06-07T19:37:10.670208+00:00","sec_items":["2.01","5.01","2.03","3.01","3.03","5.03","4.01","5.02","7.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"Hut 8 Corp. completes merger of equals with USBTC; new board and officers effective Nov 30, 2023","bullets":["Merger of equals closed: Hut 8 Mining and USBTC become wholly-owned subsidiaries of New Hut; exchange ratios: 0.2000 (Hut 8) and 0.6716 (USBTC).","New Hut Board expanded to 10 directors; executive team includes Jamie Leverton (CEO), Asher Genoot (President), Michael Ho (CSO), Shenif Visram (CFO), Aniss Amdiss (CLO), Matthew Prusak (CCO).","Entered $50M Coinbase credit agreement secured by 2,097 BTC; assumed $49M Anchorage loan with 5-year term secured by miners and Niagara Falls facility.","Appointed Raymond Chabot Grant Thornton as independent auditor; RSM US LLP dismissed; material weaknesses in USBTC internal controls disclosed.","Old Hut 8 common shares delisted from Nasdaq/TSX; New Hut shares (ticker HUT) to trade on both exchanges starting Dec 4, 2023."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-23-122902","json":"https://secwatch.observer/filing/0001104659-23-122902.json","markdown":"https://secwatch.observer/filing/0001104659-23-122902.md","text":"https://secwatch.observer/filing/0001104659-23-122902.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/0001104659-23-122902-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/tm2331643d4_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-07T19:37:10.670208+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"4df86560ee1879b626ca5ce7b3a84ab50662bcd8","claim":"Hut 8 Corp. engaged Raymond Chabot Grant Thornton as its auditor.","evidence_excerpt":"On November 30, 2023, New Hut’s board of directors (the “New Hut Board”) approved the engagement of Raymond Chabot Grant Thornton (“RCGT”) as New Hut’s independent registered public accounting firm","evidence_source":"SEC 8-K Item 4.01/4.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/0001104659-23-122902-index.htm","confidence":0.9,"family_label":"Auditor Changes","details":[{"label":"Action","value":"engagement"},{"label":"Auditor","value":"Raymond Chabot Grant Thornton"}],"fact_type":"auditor_change"},{"claim_id":"b60602c724f69e69c8bea6d7f66ef62383930323","claim":"Hut 8 Corp. dismissed RSM US LLP as its auditor.","evidence_excerpt":"Upon the consummation of the Business Combination, the Company notified RSM of its termination of its engagement with RSM with respect to audit services provided to USBTC, effective following RSM’s review of USBTC’s historical financial statements for the quarter ended September 30, 2023 and the Company’s filing of the applicable Quarterly Report on Form 10-Q.","evidence_source":"SEC 8-K Item 4.01/4.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/0001104659-23-122902-index.htm","confidence":0.9,"family_label":"Auditor Changes","details":[{"label":"Action","value":"dismissal"},{"label":"Auditor","value":"RSM US LLP"},{"label":"Successor","value":"Raymond Chabot Grant Thornton"}],"fact_type":"auditor_change"},{"claim_id":"62849641b65759d6e079c10e950a9007afbdb7bf","claim":"Hut 8 Corp. incurred term loan of $50 million credit agreement with Coinbase Credit, Inc. at the greater of (i) the federal funds rate on the date of the applicable borrowin maturing 364 days after the date of the first borrowing.","evidence_excerpt":"Hut 8, through its wholly-owned subsidiary Hut 8 Holdings, entered into a $50 million credit agreement with Coinbase Credit, Inc., (“Coinbase Credit”) dated June 26, 2023 (the “Coinbase Agreement”).","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/0001104659-23-122902-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"term loan"},{"label":"Principal","value":"$50 million credit agreement"},{"label":"Counterparty","value":"Coinbase Credit, Inc."},{"label":"Rate","value":"the greater of (i) the federal funds rate on the date of the applicable borrowin"},{"label":"Maturity","value":"364 days after the date of the first borrowing"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"8165225693b877a731483f42e22745e29f367011","claim":"Hut 8 Corp. amended loan of approximately $49.0 million with Anchorage Lending CA, LLC maturing 5 years.","evidence_excerpt":"certain of its assets to USDG pursuant to the Refinanced Loan Agreement. As of February 3, 2023, USBTC (and the Loan Parties) owe, and have agreed to repay, approximately $49.0 million to Anchorage, in addition to interest (the “Outstanding Loan Amount”). Pursuant to the Refinanced Loan Agreement, the Outstanding Loan Amount is repaid on a monthly basis through","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/0001104659-23-122902-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"loan"},{"label":"Principal","value":"approximately $49.0 million"},{"label":"Counterparty","value":"Anchorage Lending CA, LLC"},{"label":"Maturity","value":"5 years"},{"label":"Event","value":"amendment"}],"fact_type":"debt_financing"},{"claim_id":"06c1b71899","claim":"Stanley O’Neal was appointed as Director at Hut 8 Corp..","evidence_excerpt":"each of the following former members of the Hut 8 board of directors was designated and appointed to the New Hut Board: Jaime Leverton, Bill Tai, Carl J. Rickertsen, Alexia Hefti and Joseph Flinn; and each of the following former members of the USBTC board of directors was designated and appointed to the New Hut Board: Asher Genoot, Michael Ho, Stanley O’Neal, Mayo A. Shattuck III and Amy Wilkinson.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/0001104659-23-122902-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"36a8b07a00","claim":"Michael Ho was appointed as Chief Strategy Officer at Hut 8 Corp..","evidence_excerpt":"Michael Ho 30 Chief Strategy Officer and Director","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/0001104659-23-122902-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Chief Strategy Officer"}],"fact_type":"executive_change"},{"claim_id":"61e00bfdfb","claim":"Matthew Prusak was appointed as Chief Commercial Officer at Hut 8 Corp..","evidence_excerpt":"Matthew Prusak 30 Chief Commercial Officer","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/0001104659-23-122902-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Chief Commercial Officer"}],"fact_type":"executive_change"},{"claim_id":"6335930c46","claim":"Jaime Leverton was appointed as Director at Hut 8 Corp..","evidence_excerpt":"each of the following former members of the Hut 8 board of directors was designated and appointed to the New Hut Board: Jaime Leverton, Bill Tai, Carl J. Rickertsen, Alexia Hefti and Joseph Flinn; and each of the following former members of the USBTC board of directors was designated and appointed to the New Hut Board: Asher Genoot, Michael Ho, Stanley O’Neal, Mayo A. Shattuck III and Amy Wilkinson.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/0001104659-23-122902-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"6754276b28","claim":"Jaime Leverton was appointed as Chief Executive Officer at Hut 8 Corp..","evidence_excerpt":"Jaime Leverton 45 Chief Executive Officer and Director","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/0001104659-23-122902-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Chief Executive Officer"}],"fact_type":"executive_change"},{"claim_id":"8c323a4cb5","claim":"Alexia Hefti was appointed as Director at Hut 8 Corp..","evidence_excerpt":"each of the following former members of the Hut 8 board of directors was designated and appointed to the New Hut Board: Jaime Leverton, Bill Tai, Carl J. Rickertsen, Alexia Hefti and Joseph Flinn; and each of the following former members of the USBTC board of directors was designated and appointed to the New Hut Board: Asher Genoot, Michael Ho, Stanley O’Neal, Mayo A. Shattuck III and Amy Wilkinson.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/0001104659-23-122902-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"9a4053b6aa","claim":"Carl J. Rickertsen was appointed as Director at Hut 8 Corp..","evidence_excerpt":"each of the following former members of the Hut 8 board of directors was designated and appointed to the New Hut Board: Jaime Leverton, Bill Tai, Carl J. Rickertsen, Alexia Hefti and Joseph Flinn; and each of the following former members of the USBTC board of directors was designated and appointed to the New Hut Board: Asher Genoot, Michael Ho, Stanley O’Neal, Mayo A. Shattuck III and Amy Wilkinson.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/0001104659-23-122902-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"a05a13bbe8","claim":"Amy Wilkinson was appointed as Director at Hut 8 Corp..","evidence_excerpt":"each of the following former members of the Hut 8 board of directors was designated and appointed to the New Hut Board: Jaime Leverton, Bill Tai, Carl J. Rickertsen, Alexia Hefti and Joseph Flinn; and each of the following former members of the USBTC board of directors was designated and appointed to the New Hut Board: Asher Genoot, Michael Ho, Stanley O’Neal, Mayo A. Shattuck III and Amy Wilkinson.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/0001104659-23-122902-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"a17f2a5c19","claim":"Aniss Amdiss was appointed as Chief Legal Officer at Hut 8 Corp..","evidence_excerpt":"Aniss Amdiss 38 Chief Legal Officer and Corporate Secretary","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/0001104659-23-122902-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Chief Legal Officer"}],"fact_type":"executive_change"},{"claim_id":"acfe148cb3","claim":"Bill Tai was appointed as Director at Hut 8 Corp..","evidence_excerpt":"each of the following former members of the Hut 8 board of directors was designated and appointed to the New Hut Board: Jaime Leverton, Bill Tai, Carl J. Rickertsen, Alexia Hefti and Joseph Flinn; and each of the following former members of the USBTC board of directors was designated and appointed to the New Hut Board: Asher Genoot, Michael Ho, Stanley O’Neal, Mayo A. Shattuck III and Amy Wilkinson.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/0001104659-23-122902-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"b3fc2e89a9","claim":"Asher Genoot was appointed as Director at Hut 8 Corp..","evidence_excerpt":"each of the following former members of the Hut 8 board of directors was designated and appointed to the New Hut Board: Jaime Leverton, Bill Tai, Carl J. Rickertsen, Alexia Hefti and Joseph Flinn; and each of the following former members of the USBTC board of directors was designated and appointed to the New Hut Board: Asher Genoot, Michael Ho, Stanley O’Neal, Mayo A. Shattuck III and Amy Wilkinson.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/0001104659-23-122902-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"cff8b7022b","claim":"Shenif Visram was appointed as Chief Financial Officer at Hut 8 Corp..","evidence_excerpt":"Shenif Visram 51 Chief Financial Officer","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/0001104659-23-122902-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Chief Financial Officer"}],"fact_type":"executive_change"},{"claim_id":"d51aa46698","claim":"Asher Genoot was appointed as President at Hut 8 Corp..","evidence_excerpt":"Asher Genoot 28 President and Director","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/0001104659-23-122902-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"President"}],"fact_type":"executive_change"},{"claim_id":"d6362fbe81","claim":"Michael Ho was appointed as Director at Hut 8 Corp..","evidence_excerpt":"each of the following former members of the Hut 8 board of directors was designated and appointed to the New Hut Board: Jaime Leverton, Bill Tai, Carl J. Rickertsen, Alexia Hefti and Joseph Flinn; and each of the following former members of the USBTC board of directors was designated and appointed to the New Hut Board: Asher Genoot, Michael Ho, Stanley O’Neal, Mayo A. Shattuck III and Amy Wilkinson.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/0001104659-23-122902-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"e2dc5ce2d5","claim":"Mayo A. Shattuck III was appointed as Director at Hut 8 Corp..","evidence_excerpt":"each of the following former members of the Hut 8 board of directors was designated and appointed to the New Hut Board: Jaime Leverton, Bill Tai, Carl J. Rickertsen, Alexia Hefti and Joseph Flinn; and each of the following former members of the USBTC board of directors was designated and appointed to the New Hut Board: Asher Genoot, Michael Ho, Stanley O’Neal, Mayo A. Shattuck III and Amy Wilkinson.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/0001104659-23-122902-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"f82e88bb1b","claim":"Joseph Flinn was appointed as Director at Hut 8 Corp..","evidence_excerpt":"each of the following former members of the Hut 8 board of directors was designated and appointed to the New Hut Board: Jaime Leverton, Bill Tai, Carl J. Rickertsen, Alexia Hefti and Joseph Flinn; and each of the following former members of the USBTC board of directors was designated and appointed to the New Hut Board: Asher Genoot, Michael Ho, Stanley O’Neal, Mayo A. Shattuck III and Amy Wilkinson.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/0001104659-23-122902-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"48bd5f5042166e31c51d08e91ae24a21d4762288","claim":"Hut 8 Corp.: Amended and restated bylaws adopted in connection with business combination (effective 2023-11-29).","evidence_excerpt":"On November 29, 2023, in connection with the consummation of the Business Combination, New Hut amended and restated its certificate of incorporation and its bylaws","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/0001104659-23-122902-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2023-11-29"}],"fact_type":"governance_change"},{"claim_id":"e4dc0f88fffc7de606b55e9b8677c7e0e0e0d513","claim":"Hut 8 Corp.: Amended and restated certificate of incorporation adopted in connection with business combination (effective 2023-11-29).","evidence_excerpt":"On November 29, 2023, in connection with the consummation of the Business Combination, New Hut amended and restated its certificate of incorporation","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/0001104659-23-122902-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2023-11-29"}],"fact_type":"governance_change"},{"claim_id":"16c0e44683dda6f364035ad62e63597c12be8162","claim":"Hut 8 Corp. underwent a change of control involving U.S. Data Mining Group, Inc. doing business as \"US BITCOIN\" (\"USBTC\") and Hut 8 Mining Corp. (\"Hut 8\") (closed 2023-11-30).","evidence_excerpt":"Effective November 30, 2023, Hut 8 Corp. (\"New Hut\" or the \"Company\") completed the previously announced merger of equals transaction contemplated by the Business Combination Agreement","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/0001104659-23-122902-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"U.S. Data Mining Group, Inc. doing business as \"US BITCOIN\" (\"USBTC\") and Hut 8 Mining Corp. (\"Hut 8\")"},{"label":"Closing","value":"2023-11-30"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}