Item 1.01 Entry into a Material Definitive Agreement.
On June 17, 2024, Hut 8 Mining Corp., a British Columbia corporation (the “Hut 8 Mining” or the “Borrower”), a wholly owned subsidiary of Hut 8 Corp. (the “Company”) entered into an amended and restated credit agreement (the “Second Amended and Restated Credit Agreement”) between Hut 8 Mining, as borrower, and Coinbase Credit, Inc. (“Coinbase”), as lender, collateral agent, and administrative agent. The Second 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 (the “First Amended and Restated Credit Agreement”).
The Second Amended and Restated Credit Agreement amends and restates the First Amended and Restated Credit Agreement to, among other things: (i) extend the final maturity date to 364 days after June 17, 2024, the effective date of the Second Amended and Restated Credit Agreement; (ii) modify the LTV thresholds for a margin call, margin release or breach of the Second Amended and Restated Credit; and (iii) modify the interest rate such that amounts that are borrowed will bear interest at a rate equal to (a) the greater of (x) the federal funds rate on the date of the applicable borrowing and (y) 3.25%, plus (b) 6.0%.
Under the terms of the Second Amended and Restated Credit Agreement, there is no guaranty by the Company of the Borrower’s obligations. The Second Amended and Restated Credit Agreement also removes the right for Coinbase to deliver a partial repayment notice to the Borrower if the price of Bitcoin on Coinbase’s digital currency exchange platform (the “Prevailing Market Value”) is less than the higher of (x) $25,000 and (y) 60% of the Prevailing Market Value on the effective date of the First Amended and Restated Credit Agreement.
The funds made available pursuant to the Amended and Restated Credit Agreement are expected to be used for general corporate purposes. The Borrower’s obligations under the Second 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”).
In connection with entering into the Second Amended and Restated Credit Agreement, the Company also moved certain Bitcoin from one or more digital wallets into an account with Coinbase Custody. Such Bitcoin is not being used as security for the Borrower’s obligations under the Second Amended and Restated Credit Agreement.
The foregoing description of the Second 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 Second 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 included in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 21, 2024, the Company held its 2024 Annual Meeting of Stockholders to consider and vote on one proposal, which is described in greater detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 26, 2024. The final voting results are set forth below.
