Block, Inc.

On January 31, 2022, Block completed its acquisition of Afterpay by acquiring all outstanding ordinary shares of Afterpay in exchange for shares of Block class A common stock. Block assured Afterpay shareholders that the Block securities issued in the transaction would be “issued in reliance upon an available exemption for such registration requirements pursuant to Section 3(a)(10) of the Securities Act.” However, it appears that Block did not satisfy mandatory conditions necessary to exempt it from registration and no registration statement has been filed with the SEC. As such, injured investors may have legal recourse. 

The filed complaint alleges that defendants made false statements and/or concealed that: (1) defendants did not satisfy the mandatory conditions necessary to exempt them from registration under Section 3(a)(10) and permit the issuance and sale of unregistered Block Shares; (2) in violation of Sections 5(a) and (c) of the Securities Act, no registration statement has been filed with the U.S. Securities and Exchange Commission or been in effect with respect to these Block Shares issued, solicited, and sold by means of Block's January 31, 2022 acquisition and stock-for-stock merger with Afterpay (the "Acquisition"); (3) in order to push the Acquisition through, defendants failed to comply with Section 3(a)(10)'s mandatory preconditions in several respects; and (4) defendants' grossly negligent failures deprived the Supreme Court of New South Wales ("NSW Court") of critical information necessary for any genuine appraisal of the Merger's supposed "fairness," and furthermore deprived plaintiff and other Afterpay shareholders of their statutory right to appear and present to the NSW Court the host of serious concerns and material (yet undisclosed) information ahead of the Acquisition.