Hut 8 Corp.
For the period ended Jun 30, 2025. Filed Aug 7, 2025.
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Jun 30, 2025 · Filed Aug 7, 2025
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Item 5. Other Information
Amendment to the Coinbase Loan
On August 1, 2025, Hut 8 Mining Corp., our wholly owned subsidiary (the “Borrower”), entered into Amendment No. 1 to the Third Amended and Restated Credit Agreement between the Borrower, as borrower, and Coinbase, as lender, collateral agent, and administrative agent (the “Coinbase Amendment”). The Coinbase Amendment amended our existing credit agreement with Coinbase, dated as of June 26, 2023 and subsequently amended and restated on January 12, 2024, June 17, 2024 and June 16, 2025 (the “Third Amended and Restated Credit Agreement”).
The Coinbase Amendment amends the Third Amended and Restated Credit Agreement to extend the availability period of additional principal borrowings from July 30, 2025 to through the final maturity date of June 16, 2026, provided that (i) five business days’ notice is given prior to the borrowing and (ii) starting on September 30, 2025, any undrawn portion under the agreement is subject to a commitment fee of 1.5% per annum. All other material terms, including payment terms and acceleration provisions, remained unchanged from the Third Amended and Restated Credit Agreement.
The funds made available pursuant to the Coinbase Amendment are expected to be used for general corporate purposes. The Borrower’s obligations under the Coinbase Amendment 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.
This disclosure is provided in this Part II, Item 5 in lieu of disclosure under Items 1.01 and 2.03 of Form 8-K.
Vega Miner Purchase
On August 5, 2025, Zephyr Infrastructure LLC, our indirect wholly owned subsidiary (“Zephyr”), assigned its option to purchase up to approximately 17,280 Bitmain Antminer U3S21EXPH ASIC miners (collectively, the “Bitmain Miners”), representing a total of approximately 14.86 EH/s, to American Bitcoin. American Bitcoin exercised the option on August 5, 2025 and entered into an On-Rack Sales and Purchase Agreement (the “ABTC Bitmain Purchase Agreement”) with Bitmain Technologies Georgia Limited (“Bitmain”) to purchase the Bitmain Miners in one or more tranches for a total purchase price of up to approximately $320 million (subject to adjustments, offsets and costs as set forth in the ABTC Bitmain Purchase Agreement).
Concurrently with the execution of the ABTC Bitmain Purchase Agreement, American Bitcoin purchased 16,299 of the Bitmain Miners, representing a total of approximately 14.02 EH/s, for a total purchase price of approximately $314 million, paid through the pledge of Bitcoin at a mutually agreed upon fixed price. Such purchase price was reduced by the application of a deposit and certain expenses of approximately $46 million previously paid to Bitmain by Zephyr and which ABTC has agreed to repay to Zephyr on or prior to December 31, 2025. The remaining Bitmain Miners must be purchased by ABTC on or before October 5, 2025, and may be purchased with cash and/or by pledging additional Bitcoin. The Bitcoin pledged under the ABTC Bitmain Purchase Agreement has a redemption period of 24 months from each pledge date.
This disclosure is provided in this Part II, Item 5 in lieu of disclosure under Items 1.01 and 2.01 of Form 8-K.
10b5-1 Trading Arrangements
During the quarter ended June 30, 2025, none of our officers ordirectors adopted, modified, orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408(a) of Regulation S-K.
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