--- 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" generated_at: "2026-06-07T19:37:10.670208+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Hut 8 Corp. completes merger of equals with USBTC; new board and officers effective Nov 30, 2023 ## Summary - 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. ## SEC filing metadata - 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 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 2.01, 5.01, 2.03, 3.01, 3.03, 5.03, 4.01, 5.02, 7.01, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-122902 - JSON: https://secwatch.observer/filing/0001104659-23-122902.json - Plain text: https://secwatch.observer/filing/0001104659-23-122902.txt ## Key facts - Auditor Changes Hut 8 Corp. engaged Raymond Chabot Grant Thornton as its auditor. - Action: engagement - Auditor: Raymond Chabot Grant Thornton source text: 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_url: https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/0001104659-23-122902-index.htm - Auditor Changes Hut 8 Corp. dismissed RSM US LLP as its auditor. - Action: dismissal - Auditor: RSM US LLP - Successor: Raymond Chabot Grant Thornton source text: 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_url: https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/0001104659-23-122902-index.htm - Debt Financings 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. - Instrument: term loan - Principal: $50 million credit agreement - Counterparty: Coinbase Credit, Inc. - Rate: the greater of (i) the federal funds rate on the date of the applicable borrowin - Maturity: 364 days after the date of the first borrowing - Event: incurrence source text: 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_url: https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/0001104659-23-122902-index.htm - Debt Financings Hut 8 Corp. amended loan of approximately $49.0 million with Anchorage Lending CA, LLC maturing 5 years. - Instrument: loan - Principal: approximately $49.0 million - Counterparty: Anchorage Lending CA, LLC - Maturity: 5 years - Event: amendment source text: 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_url: https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/0001104659-23-122902-index.htm - Executive change Stanley O’Neal was appointed as Director at Hut 8 Corp.. - Action: appointed - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/0001104659-23-122902-index.htm - Executive change Michael Ho was appointed as Chief Strategy Officer at Hut 8 Corp.. - Action: appointed - Role: Chief Strategy Officer source text: Michael Ho 30 Chief Strategy Officer and Director evidence_url: https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/0001104659-23-122902-index.htm - Executive change Matthew Prusak was appointed as Chief Commercial Officer at Hut 8 Corp.. - Action: appointed - Role: Chief Commercial Officer source text: Matthew Prusak 30 Chief Commercial Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/0001104659-23-122902-index.htm - Executive change Jaime Leverton was appointed as Director at Hut 8 Corp.. - Action: appointed - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/0001104659-23-122902-index.htm - Executive change Jaime Leverton was appointed as Chief Executive Officer at Hut 8 Corp.. - Action: appointed - Role: Chief Executive Officer source text: Jaime Leverton 45 Chief Executive Officer and Director evidence_url: https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/0001104659-23-122902-index.htm - Executive change Alexia Hefti was appointed as Director at Hut 8 Corp.. - Action: appointed - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/0001104659-23-122902-index.htm - Executive change Carl J. Rickertsen was appointed as Director at Hut 8 Corp.. - Action: appointed - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/0001104659-23-122902-index.htm - Executive change Amy Wilkinson was appointed as Director at Hut 8 Corp.. - Action: appointed - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/0001104659-23-122902-index.htm - Executive change Aniss Amdiss was appointed as Chief Legal Officer at Hut 8 Corp.. - Action: appointed - Role: Chief Legal Officer source text: Aniss Amdiss 38 Chief Legal Officer and Corporate Secretary evidence_url: https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/0001104659-23-122902-index.htm - Executive change Bill Tai was appointed as Director at Hut 8 Corp.. - Action: appointed - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/0001104659-23-122902-index.htm - Executive change Asher Genoot was appointed as Director at Hut 8 Corp.. - Action: appointed - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/0001104659-23-122902-index.htm - Executive change Shenif Visram was appointed as Chief Financial Officer at Hut 8 Corp.. - Action: appointed - Role: Chief Financial Officer source text: Shenif Visram 51 Chief Financial Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/0001104659-23-122902-index.htm - Executive change Asher Genoot was appointed as President at Hut 8 Corp.. - Action: appointed - Role: President source text: Asher Genoot 28 President and Director evidence_url: https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/0001104659-23-122902-index.htm - Executive change Michael Ho was appointed as Director at Hut 8 Corp.. - Action: appointed - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/0001104659-23-122902-index.htm - Executive change Mayo A. Shattuck III was appointed as Director at Hut 8 Corp.. - Action: appointed - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/0001104659-23-122902-index.htm - Executive change Joseph Flinn was appointed as Director at Hut 8 Corp.. - Action: appointed - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/0001104659-23-122902-index.htm - Governance Changes Hut 8 Corp.: Amended and restated bylaws adopted in connection with business combination (effective 2023-11-29). - Change: bylaw amendment - Effective: 2023-11-29 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/0001104659-23-122902-index.htm - Governance Changes Hut 8 Corp.: Amended and restated certificate of incorporation adopted in connection with business combination (effective 2023-11-29). - Change: charter amendment - Effective: 2023-11-29 source text: On November 29, 2023, in connection with the consummation of the Business Combination, New Hut amended and restated its certificate of incorporation evidence_url: https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/0001104659-23-122902-index.htm - M&A Transactions 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). - Action: change of control - Counterparty: U.S. Data Mining Group, Inc. doing business as "US BITCOIN" ("USBTC") and Hut 8 Mining Corp. ("Hut 8") - Closing: 2023-11-30 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1964789/000110465923122902/0001104659-23-122902-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.