{"url_path":"/sec/hut/8-k/2026-06-10/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-10","source_url":"https://www.sec.gov/Archives/edgar/data/1964789/0001104659-26-071952-index.html","accession_number":"0001104659-26-071952","cik":"0001964789","ticker":"HUT","issuer_name":"Hut 8 Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1964789/0001104659-26-071952-index.html","primary_entity_key":"0001964789","primary_entity_name":"Hut 8 Corp."},"word_count":1021,"has_tables":true,"body_markdown":"**Item 1.01. Entry into a Material\nDefinitive Agreement.**\n\n \n\n**Senior Secured Notes Offering**\n\n** **\n\n*General*\n\n \n\nOn June 9, 2026, Beacon Point DC LLC (“Issuer”),\nan indirect wholly-owned subsidiary of Hut 8 Corp. (the “Company” or “Hut 8”), completed its previously announced\nprivate offering (the “Offering”) of 6.129% Senior Secured Notes due 2042 (the “Notes”). The Notes were sold under\na purchase agreement, dated as of June 4, 2026, entered into by and among the Issuer and J.P. Morgan Securities LLC as the representative\n(the “Representative”) of the several initial purchasers named in Schedule 1 thereto (the “Initial Purchasers”),\nfor resale to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act\nof 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons in reliance on Regulation S\nunder the Securities Act. The aggregate principal amount of Notes sold in the Offering was $4,250 million.\n\n \n\nThe Notes were issued at a price equal to 100%\nof their principal amount. The Issuer intends to use the proceeds from the Offering to (i) finance (1) the development and construction\nof a turnkey data center, comprising six data halls with a combined total of 352 megawatts (“MW”) of critical IT capacity,\nto be built on an approximately 521-acre property in Nueces County, Texas (the “Property”), and (2) construction of the substation\nlocated on the Property (together, the “Data Center Project”), which data center facility will be leased to a tenant that\nis a high-investment-grade company (i.e., rated AA- or higher) as of the date hereof (the “Tenant”) pursuant to the Data\nCenter Lease Agreement (as amended, the “Lease”), (ii) fund the debt service reserves and (iii) pay fees and expenses in\nconnection with the offering of the Notes .\n\n \n\n*Maturity and Interest Payments*\n\n \n\nOn June 9, 2026, the Issuer and Beacon Point Holding\nLLC, the direct parent of the Issuer (“HoldCo”), entered into an indenture (the “Indenture”) with respect to the\nNotes with Wilmington Trust, National Association, as trustee (the “Trustee”), and collateral agent (the “Collateral\nAgent”). The Notes are senior secured obligations of the Issuer and bear interest at a rate of 6.129% per annum, payable semi-annually\nin arrears on May 30 and November 30 of each year, beginning on November 30, 2026. The Notes will mature on November 30, 2042, unless\nearlier redeemed or repurchased in accordance with their terms.\n\n \n\n*Amortization of Principal*\n\n \n\nThe principal amount of the Notes will amortize\non a semi-annual basis on May 30 and November 30 of each year, beginning on May 30, 2030, in the amounts set forth in the Indenture. Required\namortization shall be subject to adjustment in case of, among other reasons, partial redemption or repurchase or, in certain circumstances,\nthe issuance of additional notes.\n\n \n\n*Redemption*\n\n \n\nOn or prior to May 30, 2042 (the “Par Call\nDate”), the Issuer may redeem the Notes, in whole or in part, at any time and from time to time, at the “make-whole”\nredemption price described in the Indenture, plus accrued and unpaid interest thereon to, but excluding, the redemption date.  On\nor after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price\nequal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption\ndate*.*Upon the occurrence of a Data Center Lease Termination Event (as defined in the Indenture), the Issuer may redeem all or\na part of the Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest. Upon or after\nthe Initial Commencement Date (as defined in the Indenture), in the event that the Issuer’s Debt Service Coverage Ratio (as defined\nin the Indenture) is less than 1.1:1.0, the Issuer may redeem a portion of the Notes, at a redemption price equal to 100% of the principal\namount thereof, plus accrued and unpaid interest, in an aggregate principal amount such that, after giving effect to such redemption,\nthe Issuer’s Debt Service Coverage Ratio is equal to approximately 1.1:1.0.\n\n \n\n*Certain Covenants*\n\n \n\nThe Indenture limits the ability of the Issuer\nto, among other things: (i) incur or guarantee certain additional indebtedness; (ii) pay dividends or distributions on, or redeem or repurchase,\ncapital stock and make other restricted payments; (iii) make certain investments; (iv) create or incur liens; (v) consummate certain asset\nsales; (vi) enter into sale and lease back transactions; (vii) hold assets or conduct operations unrelated to the operation of the Data\nCenter Project; (viii) engage in certain transactions with its affiliates; (ix) merge, consolidate or transfer or sell all or substantially\nall of its assets; and (x) modify the lease or guarantee related to the Data Center Project or the Issuer’s organizational documents,\n(xi) (1) become a general partner in any general or limited partnership or joint venture, (2) acquire any subsidiary or (3) organize any\nsubsidiary. The Indenture also limits the ability of HoldCo to engage in certain transactions. These covenants are subject to a number\nof important qualifications and exceptions as set forth in the Indenture.\n\n \n\n \n\n \n\n \n\nUpon the occurrence of specified change of control\nevents, the Issuer must offer to repurchase the notes at 101% of the principal amount, plus accrued and unpaid interest, if any, to, but\nexcluding, the purchase date. In addition, upon the occurrence of certain asset sales and a Data Center Lease Termination Default (as\ndefined in the Indenture), the Issuer must offer to repurchase the notes at 100% of the principal amount, plus accrued and unpaid interest,\nif any, to, but excluding, the purchase date (as further described in the Indenture).\n\n \n\nThe Indenture also provides for customary events\nof default.\n\n \n\nThe foregoing description of the Indenture and\nthe notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture (and the form\nof note included therein), a copy of which is filed with this Current Report on Form 8-K as Exhibit 4.1 and 4.2 hereto and is hereby incorporated\nherein by reference."}