UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F/A

Amendment No. 1

☐ Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

or

☒ Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended March 31, 2024

Commission File Number 001-40398

HIVE DIGITAL TECHNOLOGIES LTD.

(Exact Name of the Registrant as Specified in its Charter)

British Columbia, Canada (Province or Other Jurisdiction of Incorporation or Organization 7374 (Primary Standard Industrial Classification Code) N/A (I.R.S. Employer Identification No.)

Suite 855 - 789 West Pender Street

Vancouver, BC

V6C 1H2

604-664-1078

(Address and Telephone number of Registrant's principal executive offices)

Corporation Service Company

19 West 44^th Street, Suite 200

New York, NY 10036,
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Copies to:

Jonathan Gardner, Esq.

Kavinoky Cook LLP

726 Exchange Street, Suite 800

Buffalo, New York 14210

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Shares	HIVE	The Nasdaq Stock Market LLC

 

Securities to be registered pursuant to Section 12(g) of the Act:  None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:  None

For annual reports, indicate by check mark the information filed with this form:

☒Annual Information Form ☒ Audited Annual Financial Statements

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒ Yes ☐ No

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(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 internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☐

EXPLANATORY NOTE

HIVE Digital Technologies Ltd. (the “Company,” the “Registrant,” “we” or “us”) is a Canadian issuer that is permitted, under the multijurisdictional disclosure system adopted in the United States, to prepare this Annual Report on Form 40-F (this “Annual Report”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in accordance with Canadian disclosure requirements, which are different from those of the United States. The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act and Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”). Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3 thereunder.\The Company is filing this Amendment No. 1 (this “Amendment” or “Amendment No. 1”) to its Annual Report on Form 40-F for the fiscal year ended March 31, 2024, which was filed with the Securities and Exchange Commission on  June 24, 2024 (the “Original Annual Report”), for the purpose of including information that was inadvertently omitted from the Company’s Annual Information Form for the year ended March 31, 2024 and filed as Exhibit 99.1 to the Original Report (the “Original AIF”).  Specifically, the AIF has been amended to:  (1) replace the first sentence under the heading “GENERAL DEVELOPMENT OF THE BUSINESS – Three Year History – Fiscal 2023 – Growth of HPC Business” with the following sentence “The Company previously expressed its intent to expand its HPC line of operations by a factor of 10, which meant the approximately 450 GPUs which were operating in the Company’s beta test in early calendar year 2023 would be expanded to 4,800 GPUs operating in the HPC business unit.”; (2) add certain data relating to the historical prices and volumes of HIVE’s common shares missing in the tables contained under the heading “MARKET FOR SECURITIES – Trading Price and Volume;” (3) correct the stock symbol under which the common shares of the Company trade on the Frankfurt Stock Exchange from “HBFA.F” to “FO0.F”; and (4) append the audit committee charter of the Company to the Original AIF as Schedule “A”. Accordingly, attached as Exhibit 99.1 to this Amendment is an Amended Annual Information Form for the year ended March 31, 2024 (the “Amended AIF”) that corrects the foregoing items. Also, the cover page to this Amendment includes the number of issued and outstanding shares of the Company’s common stock as of the date of the Original Annual Report, which was inadvertently omitted from same.

This Amendment No. 1 consists of a cover page, this explanatory note, the exhibit index, the signature page, and the Amended AIF. This Amendment also includes new certifications of the Chief Executive Officer and Chief Financial Officer of the Company pursuant to Sections 302 and 906 of the U.S. Sarbanes-Oxley Act of 2002, and a new consent of Davidson & Company, LLP, the Company’s auditors.

Other than expressly set forth herein, this Amendment No. 1 does not, and does not purport to, amend, modify or restate any other information contained in the Original Annual Report nor does this Amendment reflect any events that have occurred after the Original Annual Report was filed.

This Amendment No. 1 is incorporated by reference into the Registrant's Registration Statement on Form F-10, which was filed with the Securities and Exchange Commission on August 17, 2023 (File No. 333- 274054).

Exhibit Number	Description
97.1	Clawback Policy*
99.1	Annual Information Form for the Registrant for the year ended March 31, 2024†
99.2	Audited Consolidated Financial Statements for the year ended March 31, 2024*
99.3	Management's Discussion and Analysis for the year ended March 31, 2024*
99.4	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the U.S. Securities Exchange Act of 1934, as amended†
99.5	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the U.S. Securities Exchange Act of 1934, as amended†
99.6	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002†
99.7	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002†
99.8	Consent of Davidson & Company LLP†
101.INS	Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document*
101.SCH	Inline XBRL Taxonomy Extension Schema Document*
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*

*  Previously filed
†   Filed herewith

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Amendment No. 1 to the Registrant’s Annual Report on Form 40-F to be signed on its behalf by the undersigned, thereunto duly authorized.

HIVE DIGITAL TECHNOLOGIES LTD.
/s/ Darcy Daubaras
Name:	Darcy Daubaras
Title:	Chief Financial Officer

Date: June 25, 2024