Hut 8 Corp 2024年度报告

(Mark One) Hut 8 Corp.(Exact name of registrant as specified in its charter) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☒No☐ Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports); and (2)has been subject tosuch filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required tosubmit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerginggrowth company” in Rule12b-2 of the Exchange Act. Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section404(b)of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☒ If securities are registered pursuant to Section12(b)of the Act, indicate by check mark whether the financial statements of the registrant includedin the filing reflect the correction of an error or previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).Yes☐No☒ The aggregate market value of the common stock held by non-affiliates computed by reference to the price at which the common stock was lastsold as of the last business day of the registrant's most recently completed second fiscal quarter was approximately $1,210,746thousand.As of February 28, 2025, the registrant had103,855,686shares of its common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement relating to the Annual Meeting of Stockholders are incorporated by reference into PartIII ofthis Annual Report on Form10-K where indicated. Such definitive Proxy Statement will be filed with the Securities and Exchange Commissionwithin 120days after the end of the registrant’s fiscalyear ended December31, 2024. TABLE OF CONTENTS PART I Item 1. Business6Item 1A. Risk Factors17Item 1B. Unresolved Staff Comments50Item 1C. Cybersecurity50Item 2. Properties51Item 3. Legal Proceedings51Item 4. Mine Safety Disclosures51 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities52Item 6. [Reserved]52Item 7. Management’s Discussion and Analysis of Financial Condition and Results ofOperations53Item 7A. Quantitative and Qualitative Disclosures About Market Risk76Item 8. Financial Statements and Supplementary Data77Item 9. Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure150Item 9A. Controls and Procedures150Item 9B. Other Information152Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections152 PART III Item 10. Directors, Executive Officers, and Corporate Governance153Item 11. Executive Compensation153Item 12. Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters153Item 13. Certain Relationships and Related Transactions and Director Independence153Item 14. Principal Accountant Fees and Services153 PART IV Item 15. Exhibits and Financial Statement Schedules154Item 16. Form 10-K Summary155 Signatures156 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 “USBITCOIN” (“USBTC”), Hut 8 Mining Corp., a corporation existing under the laws of BritishColumbia (“Legacy Hut”), and Hut 8 Corp., a newly-formed Delaware corporation, entered into abusiness combination agreement pursuant to which, among other things, Legacy Hut