Business Combination: Merger with USBTC and Hut 8 consolidation
Company: Hut 8
The claim, verbatim
New Hut acquires USBTC in exchange for 0.6716 shares of New Hut common stock per USBTC share (44,231,514 total shares issued); Hut 8 shareholders receive 0.2000 shares of New Hut common stock per Hut 8 share (5:1 consolidation)
Source (primary)
Hut 8 S-4/A filed 2023-04-18 (SEC EDGAR, sec_filing)
View cached copy (2026-09-13)Live source ↗
Quote: “Merger Sub will merge with and into USBTC, with each share of Series A Preferred, Series B Preferred, Series B-1 Preferred and USBTC common stock being exchanged for 0.6716 of a share of New Hut common stock...each common share of Hut Amalco will be exchanged for 0.2000 of a share of New Hut common stock...44,231,514 SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE TO BE ISSUED”
How we checked this
Checked on September 21, 2026. The cited source supports every part of this claim.
The document states the 0.6716 USBTC ratio, the 0.2000 Hut 8 ratio with 5:1 consolidation, and the 44,231,514 share figure.
Confirmed in the source:
- Each share of USBTC Series A, Series B, Series B-1 preferred and common stock is exchanged for 0.6716 of a share of New Hut common stock
- 44,231,514 shares of New Hut common stock (par value $0.01) are to be issued in connection with the merger of USBTC and Merger Sub
- Each Hut 8 common share is exchanged for 0.2000 of a share of New Hut common stock, effectively a 5-to-1 consolidation
What we did: Read our cached copy of SEC EDGAR (https://www.sec.gov/Archives/edgar/data/1964789/000110465923046342/tm235928-4_s4.htm) in full (1,280,835 characters, retrieved September 13, 2026) and checked each assertion in the claim against it.
Additional evidence
confirms Hut 8 S-4/A filed 2023-04-18
Quote: “Merger Sub will merge with and into USBTC, with each share of Series A Preferred, Series B Preferred, Series B-1 Preferred and USBTC common stock being exchanged for 0.6716 of a share of New Hut common stock...each common share of Hut Amalco will be exchanged for 0.2000 of a share of New Hut common stock...44,231,514 SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE TO BE ISSUED”