UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 4.01 Changes in Registrant’s Certifying Accountant.
(a) Dismissal of Previous Independent Registered Public Accounting Firm
On March 25, 2025, the Audit Committee (the “Committee”) of the Board of Directors of Hut 8 Corp. (the “Company”) dismissed Raymond Chabot Grant Thornton LLP (“RCGT”) as the Company’s independent registered public accounting firm.
The reports of RCGT on the Company’s financial statements for each of the two most recent fiscal years ended December 31, 2024 and 2023 did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
During the Company’s two most recent fiscal years ended December 31, 2024 and 2023 and the subsequent interim period through March 25, 2025, there were no “disagreements” (as that term is described in Item 304(a)(1)(iv) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (“Regulation S-K”) and the related instructions) with RCGT on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of RCGT, would have caused it to make reference to the subject matter of the disagreements in connection with its reports.
During the Company’s two most recent fiscal years ended December 31, 2024 and 2023 and the subsequent interim period through March 25, 2025, there were no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K, except for the material weaknesses in the Company’s internal control over financial reporting previously reported in Part II, Item 9A “Controls and Procedures” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. The material weaknesses related to the operating effectiveness of (i) the Company’s control pertaining to the review of the calculation of the deferred tax provision for Bitcoin held in an international jurisdiction and (ii) the Company’s control pertaining to the review of a complex accounting transaction related to its BITMAIN miner purchase agreement. The material weaknesses were discussed with the Committee, and the Company has authorized RCGT to respond fully to inquiries of KPMG concerning the material weaknesses.
The Company provided RCGT with a copy of the foregoing disclosures and requested that RCGT furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made herein, as specified by Item 304(a)(3) of Regulation S-K. A copy of RCGT’s letter, dated March 31, 2025, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Engagement of New Independent Registered Public Accounting Firm
On March 25, 2025, the Committee approved the appointment of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
During the Company’s two most recent fiscal years ended December 31, 2024 and 2023 and the subsequent interim period through March 25, 2025, neither the Company nor anyone on its behalf consulted with KPMG regarding: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report or oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, (ii) any matter that was the subject of a “disagreement” within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions, or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
HUT 8 CORP. | |||
(Registrant) | |||
Date: March 31, 2025 | |||
By: | /s/ Sean Glennan | ||
Name: | Sean Glennan | ||
Title: | Chief Financial Officer | ||
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