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| PART I | |
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| Item 1. Business | 6 |
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| Item 1A. Risk Factors | 17 |
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| Item 1B. Unresolved Staff Comments | 50 |
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| Item 1C. Cybersecurity | 50 |
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| Item 2. Properties | 51 |
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| Item 3. Legal Proceedings | 51 |
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| Item 4. Mine Safety Disclosures | 51 |
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| PART II |
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| Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 52 |
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| Item 6. [Reserved] | 52 |
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| Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 53 |
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| Item 7A. Quantitative and Qualitative Disclosures About Market Risk | 76 |
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| Item 8. Financial Statements and Supplementary Data | 77 |
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| Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 150 |
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| Item 9A. Controls and Procedures | 150 |
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| Item 9B. Other Information | 152 |
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| Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 152 |
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| PART III |
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| Item 10. Directors, Executive Officers, and Corporate Governance | 153 |
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| Item 11. Executive Compensation | 153 |
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| Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 153 |
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| Item 13. Certain Relationships and Related Transactions and Director Independence | 153 |
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| Item 14. Principal Accountant Fees and Services | 153 |
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| PART IV |
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| Item 15. Exhibits and Financial Statement Schedules | 154 |
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| Signatures | 156 |
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Introductory Note
Business Combination and Change in Fiscal Year End
On February 6, 2023, U.S. Data Mining Group, Inc., a Nevada corporation doing business as “US BITCOIN” (“USBTC”), Hut 8 Mining Corp., a corporation existing under the laws of British Columbia (“Legacy Hut”), and Hut 8 Corp., a newly-formed Delaware corporation, entered into a business combination agreement pursuant to which, among other things, Legacy Hut and its direct wholly-owned subsidiary, Hut 8 Holdings Inc., a corporation existing under the laws of British Columbia, amalgamated to continue as one British Columbia corporation (“Hut Amalco”) and both Hut Amalco and USBTC became wholly-owned subsidiaries of Hut 8 Corp. (the “Business Combination”). On November 30, 2023, the Business Combination was completed and Hut 8 Corp. began trading on the Nasdaq Stock Exchange LLC (“Nasdaq”) on December 4, 2023.
USBTC was deemed the accounting acquirer in the Business Combination and it historically had a June 30 fiscal year end. Effective July 1, 2023, USBTC changed its fiscal year end from June 30 to December 31. The six months ended December 31, 2023 served as a transition period. See our transition Annual Report on Form 10-KT filed with the Securities and Exchange Commission (the “SEC”) on March 28, 2024. Our fiscal year for 2024 commenced on January 1, 2024 and ended on December 31, 2024. References to years ended prior to December 31, 2023 are for a twelve-month period ended June 30.
Given that the Business Combination closed on November 30, 2023, the information included in this Annual Report on Form 10-K (the “Annual Report”) principally describes Hut 8 Corp.’s business and operations following the closing of the Business Combination. However, the historical financial statements and related management’s discussion and analysis (“MD&A”) for the six months ended December 31, 2023 describe five months of USBTC results and one month of combined company results. The historical financial statements and related MD&A for the twelve months ended December 31, 2023 describe eleven months of USBTC results and one month of combined company results. This Annual Report includes the financial statements for the following periods:
| ● | audited financial statements for the twelve months ended December 31, 2024 compared to unaudited financials for the twelve months ended December 31, 2023; |
| ● | audited financial statements for the six months ended December 31, 2023 compared to unaudited financials for the six months ended December 31, 2022; and |
| ● | audited financial statements for the twelve months ended June 30, 2023 compared to audited financials for the twelve months ended June 30, 2022. |
As used in this Annual Report, unless otherwise noted or the context otherwise requires:
| ● | references to the “Company,” “Hut 8,” “we,” “us,” “our” and similar terms refer to Hut 8 Corp. and its consolidated subsidiaries including those existing prior to the consummation of the Business Combination; |
| ● | references to “USBTC” are to U.S. Data Mining Group, Inc. and its consolidated subsidiaries prior to the consummation of the Business Combination; and |
| ● | references to “Legacy Hut” are to Hut 8 Mining Corp. and its consolidated subsidiaries prior to the consummation of the Business Combination. |
Change in Reporting Segments
We changed our reporting segments during the year ended December 31, 2024 to better align with our objectives and operations. Accordingly, all financial results included in this Annual Report have been restated to align with our new reporting segments: Power, Digital Infrastructure, Compute, and Other. Our previous reporting segments were Digital Asset Mining, Managed Services, High Performance Computing – Colocation and Cloud, and Other. Further details on the new reporting segments are included elsewhere in this Annual Report.
Cautionary Statement Regarding Forward-Looking Statements
This Annual Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, as well as assumptions, that, if proven incorrect or do not materialize, could cause our results to differ materially from those expressed or implied by these forward-looking statements. Forward-looking statements generally are identified by the words “intend,” “plan,” “may,” “should,” “will,” “project,” “estimate,” “anticipate,” “believe,” “expect,” “continue,” “potential,” “opportunity,” and similar expressions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. There can be no assurance that actual results or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various factors, including the risk factors discussed in this Annual Report. Except as required by law, we do not assume any obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.
Summary of Risk Factors
Our business is subject to numerous risks and uncertainties that make an investment in our securities speculative or risky, any one of which could materially adversely affect our business, financial condition, or results of operations. These risks include those listed below. This list is not complete, and should be read together with the “Risk Factors” found elsewhere in this Annual Report, as well as the other information in this Annual Report and the other filings that we make with the SEC.
Risks Related to Our Business and Operations
| ● | Failure of critical systems related to our offerings and/or infrastructure could have a material adverse effect on our business, financial condition, and results of operations. |
| ● | Our business may be heavily impacted by geopolitical, social, economic, and other events and circumstances in the United States, Canada, or elsewhere. |
| ● | We may not be able to compete effectively against our current and future competitors. |
| ● | We are subject to risks associated with our need for significant electrical power. |
| ● | We may be exposed to cybersecurity threats and breaches. |
| ● | We are subject to many hazards and operational risks that can disrupt our business, some of which may not be insured or fully covered by insurance. |
| ● | Most of our infrastructure is located on leased premises and the termination or higher renewal rate of our leases could have a material adverse effect on our business, financial condition, and results of operations. |
| ● | We may face the risk of Internet-related disruptions. |
| ● | Our success depends on key personnel whose continued service is not guaranteed. |
| ● | We are an early-stage company with limited operating history. |
| ● | We may not be able to attract and retain customers across our platform. |
Risks Related to Our Growth
| ● | New offerings or lines of business may subject us to additional risks. |
| ● | We may not adequately respond to price fluctuations and rapidly changing technology. |
| ● | Our construction of new data centers, data center expansions, or data center redevelopment could involve significant risks to our business. |
| ● | If we do not accurately predict our facility requirements, it could have a material adverse effect on our business, financial condition, and results of operations. |
| ● | We may acquire other businesses and/or assets or form strategic alliances or joint ventures that could negatively affect our operating results, dilute shareholder ownership, increase debt, or cause us to incur significant expenses. |
| ● | We operate in the United States and Canada and may further expand our operations internationally, which may expose us to risks associated with doing business internationally. |
Risks Related to Bitcoin
| ● | If we fail to grow our hashrate, we may be unable to compete, and our business, financial condition, and results of operations could suffer. |
| ● | We may be unable to purchase miners at scale or face delays or difficulty in obtaining new miners at scale. |
| ● | Our reliance on third-party mining pool service providers, including Foundry and Luxor, for our mining revenue payouts may have a negative impact on our business, financial condition, and results of operations. |
| ● | The further development and acceptance of the Bitcoin network and other digital assets is subject to a variety of factors that are difficult to evaluate. The slowing or stopping of the development or acceptance of Bitcoin and other digital asset systems may adversely affect our business, financial condition, and results of operations. |
| ● | The Bitcoin reward for successfully uncovering a block will halve several times in the future and Bitcoin’s value may not adjust to compensate us for the reduction in the rewards we receive from our mining efforts. |
| ● | Our operations, investment strategies, and profitability may be adversely affected by competition from other methods of investing in Bitcoin. |
Risks Related to Our Capital Needs and Capital Strategy
| ● | We are highly concentrated in Bitcoin. Bitcoin is a highly volatile asset, and fluctuations in the price of Bitcoin have in the past influenced, and are likely to continue to influence, our business, financial condition, and results of operations and the market price of our common stock. |
| ● | From time to time, we have entered, and may continue to enter, into certain hedging transactions to mitigate our exposure to fluctuations in the price of Bitcoin, which may expose us to risks associated with such transactions, including counterparty risk. |
| ● | We may be subject to additional risks associated with holding Bitcoin for our own account. |
| ● | We may experience liquidity constraints and may need to raise additional capital. We may be unable to raise the additional capital needed to operate and grow our business. |
| ● | We face risks associated with our current indebtedness, and our failure to service debt or remain in compliance with certain covenants may have a material adverse effect on our business, financial condition, and results of operations. |
| ● | We operate in the United States and Canada and may experience currency risk as a result of our operations. |
Risks Related to Certain Regulations and Laws, Including Tax Laws
| ● | Our operations are subject to various legal, regulatory, governmental, and technological uncertainties. |
| ● | We may be subject to substantial environmental or energy regulation and may be adversely affected by legislative or regulatory changes. |
| ● | Increased scrutiny and changing expectations from stakeholders with respect to our practices and the impacts of climate change may result in additional costs or risks. |
| ● | We may be adversely affected by physical risks related to climate change and our response to it. |
| ● | We are involved in legal proceedings from time to time, which could adversely affect us. |
Risks Related to Ownership of Our Common Stock
| ● | The market price of our common stock may be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond our control. |
| ● | We have identified material weaknesses in our internal control over financial reporting, which, if not timely remediated may adversely affect the accuracy and reliability of our future financial statements, and our reputation, business and the price of our common stock, as well as may lead to a loss of investor confidence in us. |
| ● | Future issuances of our capital stock or rights to purchase capital stock could result in dilution to our stockholders and could cause our stock price to decline. |
