Hut 8 Corp.

In November 2023, Hut 8 formed following the merger of Hut 8 Mining Corp. (“Legacy Hut”) and U.S. Data Mining Group, Inc. d/b/a US Bitcoin Corp. (“USBTC”) (the “Merger”).  USBTC held a 50% interest in a joint venture bitcoin mining facility, located in King Mountain, Texas (the “King Mountain JV”), which was acquired in the Merger.

On January 18, 2024, at approximately 10:30 AM EST, J Capital Research published a report which alleged, inter alia, that Hut 8’s merger with USBTC was premised on a number of alleged misstatements, including (1) that the USBTC had an “undisclosed related party” as one of its largest shareholders, (2) that one of USBTC’s core assets, the King Mountain JV, “has historically failed to provide energy and high-speed internet,” and (3) that the Company had misstated certain finances of the King Mountain JV by failing to account for certain interest expenses. Citing individuals “highly familiar” with USBTC, the report stated that, without the Merger, USBTC would have undergone bankruptcy and that USBTC had a value estimated to be 70% less than the approximately $745 million that Hut 8 paid to acquire it.

On this news, Hut 8’s stock price fell $2.16, or 23.3%, to close at $7.12 per share on January 18, 2024, on unusually heavy trading volume.

The complaint filed in this class action alleges that throughout the Class Period, Defendants made materially false and/or misleading statements, as well as failed to disclose material adverse facts about the Company’s business, operations, and prospects. Specifically, Defendants failed to disclose to investors: (1) that one of USBTC’s largest shareholders is an undisclosed related party; (2) that USBTC’s core asset has historically failed to provide energy and high-speed internet; (3) that the profitability of certain USBTC assets were overstated; and (4) that, as a result of the foregoing, Defendants’ positive statements about the Company’s business, operations, and prospects were materially misleading and/or lacked a reasonable basis.