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(\u201cHut 8\u201d). See Compl.,\nECF No. 1. On June 13, 2024, the Court ordered Plaintiff to show cause why the action should\nnot be transferred to the U.S. District Court for the Southern District of Florida, where Hut 8\u2019s\nprincipal place of business is located. ECF No. 6; see Compl. \u00b6 12.\n\n        By response dated June 24, 2024, Plaintiff requests that the action be transferred to the\nU.S. District Court for the District of Delaware. Response, ECF No. 7 at 2. Plaintiff cites the\nforum selection clause contained in Hut 8\u2019s Certificate of Incorporation and Bylaws, which\nprovides that certain corporate disputes must be brought in the Delaware Chancery Court or, \u201cif\nsuch court lacks jurisdiction, any state or federal court located within the State of Delaware.\u201d Id.\nat 2\u20133. Plaintiff also notes that Hut 8 is \u201corganized in Delaware\u201d and argues that the action\ninvolves \u201cclassic principles of Delaware law.\u201d Id. at 3. Defendants \u201ctake no\nposition . . . regarding transfer.\u201d Id. at 2 n.1.\n\n        Under 28 U.S.C. \u00a7 1404(a), \u201c[f]or the convenience of parties and witnesses, in the\ninterest of justice, a district court may transfer any civil action to any other district or division\nwhere it might have been brought or to any district or division to which all parties have\nconsented.\u201d \u201cWhen the parties have agreed to a valid forum-selection clause, a district court\nshould ordinarily transfer the case to the forum specified in that clause.\u201d Atl. Marine Const. Co.\n\f           Case 1:24-cv-02995-AT Document 8 Filed 06/25/24 Page 2 of 2\n\n\n\n\nv. U.S. Dist. Ct. for W. Dist. of Texas, 571 U.S. 49, 62 (2013). Accordingly, it is hereby\nORDERED that this action shall be transferred to the United States District Court for the District\nof Delaware. 1\n\n        The Clerk of Court is respectfully directed to transfer this case to the United States\nDistrict Court for the District of Delaware and to close this case.\n\n       SO ORDERED.\n\nDated: June 25, 2024\n       New York, New York\n\n\n\n\n1\n Although the forum selection clause names the Delaware Chancery Court as the primary forum,\nfederal courts may only transfer an action to another federal court. See Pope v. Atl. Coast Line R.\nCo., 345 U.S. 379, 384 (1953).\n\n                                                  2\n\f","ocr_status":2,"date_upload":"2024-07-10T13:09:18.739719-07:00","document_number":"8","attachment_number":null,"pacer_doc_id":"127035706039","is_available":true,"is_free_on_pacer":true,"is_sealed":null,"document_type":1,"description":"Order","acms_document_guid":""}],"date_created":"2024-06-25T12:11:15.687404-07:00","date_modified":"2024-07-10T10:00:54.538592-07:00","date_filed":"2024-06-25","time_filed":"13:28:45","entry_number":8,"recap_sequence_number":"2024-06-25.001","pacer_sequence_number":53,"description":"  ORDER:    Accordingly, it is hereby ORDERED that this action shall be transferred to  the United States District Court for the District of Delaware.  The Clerk of Court is respectfully directed to transfer this case to the United  States District Court for the District of Delaware and to close this case. SO ORDERED.    (Signed by Judge Analisa Torres on 6/25/2024)   (vfr) Transmission to Office of the Clerk of Court for processing.","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/394581337/","id":394581337,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/68455030/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/403677642/","id":403677642,"tags":[],"absolute_url":"/docket/68455030/7/ubhi-v-leverton/","date_created":"2024-06-24T18:10:42.405752-07:00","date_modified":"2024-06-24T18:10:42.410014-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"7","attachment_number":null,"pacer_doc_id":"127035700909","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Response to Order to Show 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        Case 1:24-cv-02995-JHR Document 1 Filed 04/19/24 Page 1 of 36\n\n\n\n\n                       IN THE UNITED STATES DISTRICT COURT\n                     FOR THE SOUTHERN DISTRICT OF NEW YORK\n\n\n       MAGHAR UBHI, Derivatively on Behalf of                 Case No.\n       Nominal Defendant HUT 8 CORP.,\n                                                              VERIFIED SHAREHOLDER\n                              Plaintiff,                      DERIVATIVE COMPLAINT\n\n               v.\n\n       JAIME LEVERTON, SHENIF VISRAM, BILL\n       TAI, MIKE HO, ASHER GENOOT, ALEXIA\n       HEFTI, JOE FLINN, MAYO A. SHATTUCK,\n       III, STANLEY O\u2019NEAL, AMY WILKINSON,\n       and RICK RICKERTSEN\n\n                              Defendants,\n\n               and\n\n       HUT 8 CORP.,\n\n                              Nominal Defendant.\n\n\n       By and through the undersigned counsel, Plaintiff Maghar Ubhi (\u201cPlaintiff\u201d) brings this\n\nshareholder derivative action on behalf of Nominal Defendant Hut 8 Corp. (\u201cHut 8\u201d or the\n\n\u201cCompany\u201d) and against certain current and former officers and directors of the Company for: (i)\n\nviolations of \u00a710(b) and/or 20(a) of the Securities Exchange Act of 1934 (the \u201cExchange Act\u201d)\n\nand Rule 10b-5 promulgated thereunder; (ii) breaches of fiduciary duties; (iii) unjust enrichment;\n\nand (iv) waste of corporate assets. Plaintiff makes these allegations upon personal knowledge as\n\nto those allegations concerning himself and, as to all other matters, upon the investigation of\n\ncounsel, which includes without limitation: (a) review and analysis of public filings made by Hut\n\n8 and other related parties with the United States Securities and Exchange Commission (\u201cSEC\u201d);\n\n(b) review and analysis of press releases and other publications disseminated by certain of the\n\n\n\n                                                 1\n\f            Case 1:24-cv-02995-JHR Document 1 Filed 04/19/24 Page 2 of 36\n\n\n\n\nDefendants (defined below) and other related non-parties; (c) review of news articles, shareholder\n\ncommunications, and postings on Hut 8\u2019s website concerning the Company\u2019s public statements;\n\n(d) pleadings, papers, and any documents filed with, and publicly available from, the related\n\nconsolidated securities fraud class action lawsuit captioned Mayiras v. Hut 8 Corp., at al., Case\n\nNo. 1:24-cv-00904 (S.D.N.Y.) (the \u201cRelated Securities Action\u201d); and (e) review of other publicly-\n\navailable information concerning Hut 8 and the Defendants.\n\nI.     NATURE OF THE ACTION\n\n       1.       Plaintiff brings this action derivatively for the benefit of Nominal Defendant Hut 8\n\nagainst certain of the Company\u2019s current and/or former executive officers and directors aiming to\n\nrectify the Defendants\u2019 violations of the Exchange Act and breaches of fiduciary duties for issuing\n\nfalse and misleading statements and/or omitting material information in the Company\u2019s public\n\nfilings and proxy statements from November 9, 2023 to the present (the \u201cRelevant Period\u201d). 1\n\n       2.       Hut 8 is a crypto currency and data mining company, engaged in Bitcoin mining\n\nand hosting, managed services, energy arbitrage, and operating traditional data centers. The\n\nCompany operates computing infrastructure which mines Bitcoin and delivers computing services\n\nto enterprise customers.\n\n       3.       Hut 8 formed following the merger of Hut 8 Mining Corp. (\u201cLegacy Hut\u201d) and U.S.\n\nData Mining Group, Inc. d/b/a US Bitcoin Corp. (\u201cUSBTC\u201d) in November 2023 (the \u201cMerger\u201d).\n\nShareholders of Legacy Hut received, for each share held, 0.2 shares of Hut 8 common stock.\n\nStockholders of USBTC received, for each share of USBTC capital stock, 0.6716 shares of Hut 8\n\ncommon stock. USBTC held a 50% interest in a joint venture bitcoin mining facility, located in\n\n\n1\n  The materially misleading statements and/or omissions were issued in the Company\u2019s financial\nreports and other public filings and releases from November 9, 2023 to January 18, 2024, however,\nthe wrongs complained of herein continue through to the present as the Company\u2019s internal\ncontrols remain deficient.\n\n                                                  2\n\f            Case 1:24-cv-02995-JHR Document 1 Filed 04/19/24 Page 3 of 36\n\n\n\n\nKing Mountain, Texas (the \u201cKing Mountain JV\u201d), which was acquired in the Merger.\n\n       4.       On January 18, 2024, J Capital Research published a report alleging, inter alia, that\n\nHut 8\u2019s merger with USBTC was premised on a number of alleged misstatements, including (1)\n\nthat the USBTC had an \u201cundisclosed related party\u201d as one of its largest shareholders, (2) that one\n\nof USBTC\u2019s core assets, the King Mountain JV, \u201chas historically failed to provide energy and\n\nhigh-speed internet,\u201d and (3) that the Company had misstated certain finances of the King\n\nMountain JV by failing to account for certain interest expenses. The report cited individuals that\n\nwere \u201chighly familiar\u201d with USBTC, stating that without the Merger, USBTC would have\n\nundergone bankruptcy and that USBTC had a value estimated to be 70% less than the\n\napproximately $745 million that Hut 8 paid to acquire it.\n\n       5.       Following release of this news, the Company\u2019s stock price fell $2.16, or 23.3%, to\n\nclose at $7.12 per share on January 18, 2024, on unusually heavy trading volume.\n\n       6.       Throughout the Relevant Period, Defendants made materially false and/or\n\nmisleading statements, as well as failed to disclose material adverse facts about the Company\u2019s\n\nbusiness, operations, and prospects. Specifically, Defendants failed to disclose to investors: (1)\n\nthat one of USBTC\u2019s largest shareholders is an undisclosed related party; (2) that USBTC\u2019s core\n\nasset has historically failed to provide energy and high-speed internet; (3) that the profitability of\n\ncertain USBTC assets were overstated; and (4) that, as a result of the foregoing, Defendants\u2019\n\npositive statements about the Company\u2019s business, operations, and prospects were materially\n\nmisleading and/or lacked a reasonable basis.\n\n       7.       As a result of Defendants\u2019 wrongful acts and omissions, and the precipitous decline\n\nin the market value of the Company\u2019s securities, Plaintiff and the Company have suffered\n\nsignificant losses and damages.\n\n\n\n                                                   3\n\f            Case 1:24-cv-02995-JHR Document 1 Filed 04/19/24 Page 4 of 36\n\n\n\n\nII.    JURISDICTION AND VENUE\n\n       8.       This Court has jurisdiction over this action pursuant to the subject matter of this\n\naction pursuant to 28 U.S.C. \u00a7 1331 because the claims arise under and pursuant to \u00a710(b) of the\n\nExchange Act and Rule 10(b)-5 promulgated thereunder.\n\n       9.       This Court has supplemental jurisdiction over Plaintiff\u2019s state law claims pursuant\n\nto 28 U.S.C. \u00a71367(a), as they relate to Plaintiff\u2019s claims under 15 U.S.C. \u00a778n(a).\n\n       10.      Venue is proper in this Court pursuant to 28 U.S.C. \u00a71391(b), because a substantial\n\nportion of the transactions and wrongs complained of herein occurred in this District and\n\ndefendants have received substantial compensation within this District by doing business here and\n\nengaging in numerous activities that had an effect in this jurisdiction.\n\nIII.   THE PARTIES\n\n       A.       Plaintiff\n\n       11.      Plaintiff has been a shareholder during the Relevant Period and has continuously\n\nheld shares of Hut 8 common stock to present.\n\n       B.       Nominal Defendant\n\n       12.      Nominal Defendant Hut 8 is incorporated in Delaware and its current principal\n\nexecutive offices are located at 1101 Brickell Avenue, Suite 1500, Miami, Florida 33131. The\n\nCompany\u2019s common stock trades on the NASDAQ under the symbol \u201cHUT.\u201d\n\n       C.       Defendants\n\n       13.      Defendant Jaime Leverton (\u201cLeverton\u201d) was the Company\u2019s Chief Executive\n\nOfficer (\u201cCEO\u201d) until her termination in February 2024. In addition, Defendant Leverton was a\n\nmember of the Company\u2019s Board from November 2023 until her termination in February 2024.\n\nDefendant Leverton is named as a defendant in the Related Securities Action.\n\n\n                                                  4\n\f         Case 1:24-cv-02995-JHR Document 1 Filed 04/19/24 Page 5 of 36\n\n\n\n\n       14.    Defendant Shenif Visram (\u201cVisram\u201d) is and has been the Company\u2019s Chief\n\nFinancial Officer (\u201cCFO\u201d) at all relevant times. Defendant Visram is named as a defendant in the\n\nRelated Securities Action.\n\n       15.    Defendants Leverton and Visram are collectively referred to herein as the\n\n\u201cSecurities Action Defendants.\u201d\n\n       16.    Defendant Bill Tai (\u201cTai\u201d) is and has been the Chairman of the Board and a member\n\nof the Board since November 2023. Defendant Tai also serves as a member of the Board\u2019s\n\nNominating, Environmental, Social and Governance Committee.\n\n       17.    Defendant Mike Ho (\u201cHo\u201d) is and has been a member of the Company\u2019s Board\n\nsince November 2023. Defendant Ho also serves as the Company\u2019s Chief Strategy Officer\n\n(\u201cCSO\u201d) at all relevant times. Prior to joining the Company, Defendant Ho co-founded and served\n\nas USBTC\u2019s CEO and served as USBTC\u2019s board chair.\n\n       18.    Defendant Asher Genoot (\u201cGenoot\u201d) is and has been a member of the Company\u2019s\n\nBoard since November 2023. Defendant Genoot has also served as the Company\u2019s CEO since\n\nFebruary 6, 2024 and has served as the Company\u2019s President at all relevant times.\n\n       19.    Defendant Alexia Hefti (\u201cHefti\u201d) is and has been a member of the Company\u2019s\n\nBoard since November 2023. Defendant Hefti also serves as a member of the Board\u2019s Nominating,\n\nEnvironmental, Social and Governance Committee.\n\n       20.    Defendant Joe Flinn (\u201cFlinn\u201d) is and has been a member of the Company\u2019s Board\n\nsince November 2023. Defendant Flinn also serves as the Chair of the Boards Audit Committee.\n\n       21.    Defendant Mayo A. Shattuck, III (\u201cShattuck\u201d) is and has been a member of the\n\nCompany\u2019s Board since November 2023. Prior to joining Hut 8, Defendant Shattuck served in a\n\nleadership role with USBTC for \u201cWeb 3.0.\u201d Defendant Shattuck also serves as Chair of the Board\u2019s\n\n\n\n                                                5\n\f          Case 1:24-cv-02995-JHR Document 1 Filed 04/19/24 Page 6 of 36\n\n\n\n\nCompensation and Talent Development Committee.\n\n       22.     Defendant Stanley O\u2019Neal (\u201cO\u2019Neal\u201d) is and has been a member of the Company\u2019s\n\nBoard since November 2023. Defendant O\u2019Neal previously served as a director of USBTC.\n\nDefendant O\u2019Neal serves as a member of the Board\u2019s Audit Committee.\n\n       23.     Defendant Amy Wilkinson (\u201cWilkinson\u201d) is and has been a member of the\n\nCompany\u2019s Board since November 2023. Defendant Wilkinson previously served as a director of\n\nUSBTC. Defendant Wilkinson serves as a member of the Board\u2019s Audit Committee.\n\n       24.     Defendant Rick Rickertsen (\u201cRickertsen\u201d) is and has been a member of the\n\nCompany\u2019s Board since November 2023. Defendant Rickertsen serves as a member of the Board\u2019s\n\nCompensation and Talent Development Committee.\n\n       25.     Defendants Tai, Ho, Genoot, Hefti, Flinn, Shattuck, O\u2019Neal, Wilkinson, and\n\nRickertsen are collectively referred to herein as the \u201cDirector Defendants.\u201d\n\n       26.     The Director Defendants, along with the Securities Action Defendants. are\n\ncollectively referred to herein as the \u201cIndividual Defendants.\u201d\n\n       27.     Defendant Hut 8, along with the Individual Defendants are referred to herein\n\ncollectively as the \u201cDefendants.\u201d\n\nIV.    FIDUCIARY DUTIES OF THE INDIVIDUAL DEFENDANTS\n\n       28.     By reason of their positions as officers, directors, and/or fiduciaries of Hut 8, and\n\nbecause of their ability to control the business and corporate affairs of Hut 8, the Individual\n\nDefendants owed, and owe, the Company and its shareholders fiduciary obligations of trust,\n\nloyalty, good faith, and due care, and were, and are, required to use their utmost ability to control\n\nand manage Hut 8 in a fair, just, honest, and equitable manner. The Individual Defendants were,\n\nand are, required to act in furtherance of the best interests of Hut 8 and its shareholders so as to\n\n\n\n                                                  6\n\f           Case 1:24-cv-02995-JHR Document 1 Filed 04/19/24 Page 7 of 36\n\n\n\n\nbenefit all shareholders equally and not in furtherance of their personal interest or benefit.\n\n         29.       Each director and officer of the Company owes to Hut 8 and its shareholders the\n\nfiduciary duty to exercise good faith and diligence in the administration of the affairs of the\n\nCompany and in the use and preservation of its property and assets, as well as the highest\n\nobligations of fair dealing.\n\n         30.       In addition, as officers and/or directors of a publicly held company, the Individual\n\nDefendants had a duty to promptly disseminate accurate and truthful information with regard to\n\nthe Company\u2019s financial and business prospects so that the market price of the Company\u2019s stock\n\nwould be based on truthful and accurate information.\n\n                           Duties of the Members of the Audit Committee\n\n         31.       Pursuant to the Audit Committee Charter 2 of Hut 8, the purpose of the Audit\n\nCommittee is to:\n\n         assist the Board in its oversight of:\n\n               \u2022   the quality and integrity of the Company\u2019s financial statements and related\n                   information, including the Company\u2019s accounting and financial reporting\n                   processes and the audit of the Company\u2019s financial statements;\n\n               \u2022   the independence, qualifications, appointment and performance of the\n                   Company\u2019s external auditor (the \u201cexternal auditor\u201d);\n\n               \u2022   the Company\u2019s disclosure controls and procedures, internal control over\n                   financial reporting, and management\u2019s responsibility for assessing and\n                   reporting on the effectiveness of such controls;\n\n               \u2022   the organization and performance of the Company\u2019s internal audit function;\n\n               \u2022   the Company\u2019s compliance with applicable legal and regulatory\n                   requirements; and\n\n               \u2022   the Company\u2019s enterprise risk management processes.\n\n\n2\n    Available at https://hut8.com/wp-content/uploads/2023/11/Audit-Committee-Charter.pdf.\n\n                                                     7\n\f         Case 1:24-cv-02995-JHR Document 1 Filed 04/19/24 Page 8 of 36\n\n\n\n\n       32.       Specifically, the Audit Committee has the following responsibilities, among others,\n\nwith respect to the Company\u2019s financial reporting:\n\n       Financial Reporting\n\n             \u2022   Prepare an audit committee report to be included in the Company\u2019s annual\n                 proxy circular.\n\n             \u2022   Prior to their public disclosure, review and discuss with management and,\n                 if applicable, the external auditor or the internal auditor:\n\n                       i.   the Company\u2019s annual financial statements and the related\n                            MD&A, including the discussion of critical accounting\n                            estimates under the Generally Accepted Accounting Principles\n                            (\u201cGAAP\u201d) included therein and, if appropriate, recommend to\n                            the Board the approval, filing and disclosure of such\n                            information;\n\n                      ii.   the Company\u2019s annual earnings press releases, including any pro\n                            forma or non- GAAP information included therein;\n\n                     iii.   the Company\u2019s quarterly unaudited financial statements and\n                            associated MD&A, including the discussion of critical\n                            accounting estimates included therein;\n\n                     iv.    the Company\u2019s quarterly earnings press releases, including any\n                            pro forma or non-GAAP information included therein;\n\n                      v.    the type and presentation of financial information and earnings\n                            guidance provided to analysts, ratings agencies and others;\n\n                     vi.    to the extent they include financial information extracted or\n                            derived from the Company\u2019s financial statements, other public\n                            reports or filings by the Company, including the Company\u2019s\n                            annual report on Form 10-K and proxy circular;\n\n                     vii.   internal controls (or summaries thereof) and the integrity of the\n                            financial reporting and related attestations by the external\n                            auditor of the Company\u2019s internal control over financial\n                            reporting;\n\n                    viii.   any significant difficulties encountered during the course of the\n                            audit, including, but not limited to, any restrictions on the scope\n                            of work or access to required information; and\n\n\n\n                                                   8\n\f         Case 1:24-cv-02995-JHR Document 1 Filed 04/19/24 Page 9 of 36\n\n\n\n\n                      ix.   the Company\u2019s guidelines and policies governing the process of\n                            risk assessment and risk management.\n\n       33.       In addition, the Audit Committee has the following responsibilities, among others,\n\nwith respect to the Company\u2019s Internal Control and Procedures:\n\n       Financial Reporting Processes, Accounting Policies and Internal Controls\n\n             \u2022   Review and discuss with management and the external auditor and internal\n                 auditor, and monitor, report and where appropriate, provide\n                 recommendations to the Board on:\n\n                       i.    the adequacy and effectiveness of the Company\u2019s system of\n                             internal control over financial reporting, including any\n                             significant deficiencies and significant changes in internal\n                             controls;\n\n                      ii.    the integrity of the Company\u2019s external financial reporting\n                             processes;\n\n                     iii.    the Company\u2019s disclosure controls and procedures, including\n                             any significant deficiencies in or material non-compliance with,\n                             such controls and procedures; and\n\n                      iv.    the relationship of the Committee with other committees of the\n                             Board and management.\n\n             \u2022   Understand the scope of the external auditors\u2019 review of internal control\n                 over financial reporting and obtain reports on significant findings and\n                 recommendations, together with management responses.\n\n             \u2022   Review and discuss with the Company\u2019s Chief Executive Officer (the\n                 \u201cCEO\u201d) and CFO the process for the certifications to be provided and\n                 receive and review any disclosure from the CEO and CFO made in\n                 connection with the required certifications of the Company\u2019s quarterly and\n                 annual reports filed, including: (i) any significant deficiencies and material\n                 weaknesses in the design or operation of internal control over financial\n                 reporting which are reasonably likely to adversely affect the Company\u2019s\n                 ability to record, process, summarize, and report financial data; and (ii) any\n                 fraud, whether or not material, that involves management or other\n                 employees who have a significant role in the Company\u2019s internal controls.\n\n             \u2022   Review major issues and analyses prepared by management or the external\n                 auditor or internal auditor regarding accounting principles and financial\n                 reporting issues and judgments made in connection with the preparation of\n\n\n                                                    9\n\fCase 1:24-cv-02995-JHR Document 1 Filed 04/19/24 Page 10 of 36\n\n\n\n\n     financial statements, including any significant changes in the Company\u2019s\n     selection or application of accounting principles, the effect of non-GAAP\n     methods on the financial statements, complex or unusual transactions and\n     highly judgmental areas, such as the presentation and impact of significant\n     risks and uncertainties and key estimates and judgments of management that\n     may be material to financial reporting, the effect of regulatory and\n     accounting initiatives, as well as off-balance sheet structures, on the\n     financial statements of the Company, major issues as to the adequacy of the\n     Company\u2019s internal controls and any special audit steps adopted in light of\n     material control deficiencies.\n\n \u2022   Review and discuss with the independent auditors (outside of the presence\n     of management) how the independent auditors plan to handle their\n     responsibilities under the Private Securities Litigation Reform Act of 1995,\n     and request assurance from the independent auditors that Section 10A(b) of\n     the Exchange Act has not been implicated.\n\n \u2022   Discuss with the independent auditors those matters brought to the attention\n     of the Committee by the independent auditors pursuant to Auditing\n     Standard No. 1301, Communications with Audit Committees, as amended\n     (\u201cAS 1301\u201d).\n\n \u2022   Based on the Committee\u2019s review and discussions (1) with management of\n     the audited financial statements, (2) with the independent auditors of the\n     matters required to be discussed by AS 1301, and (3) with the independent\n     auditors concerning the independent auditor\u2019s independence, the\n     Committee shall make a recommendation to the Board as to whether the\n     Company\u2019s audited financial statements should be included in the\n     Company\u2019s Annual Report on Form 10-K for the last fiscal year.\n\n \u2022   Review and discuss with the independent auditors the report required to be\n     delivered by such auditors pursuant to Section 10A(k) of the Exchange Act.\n\n \u2022   Approve transactions between the Company and its officers, directors,\n     principal shareholders and affiliates, in accordance with the terms of the\n     Company\u2019s Code of Business Conduct and Ethics and Related Person\n     Transactions Policy.\n\n \u2022   Review the Company\u2019s policies and procedures for reviewing and\n     approving or ratifying related-party transactions as set forth in the Related\n     Person Transactions Policy.\n\n \u2022   Review the Company\u2019s policies and procedures for monitoring compliance\n     with the Code of Business Conduct and Ethics.\n\n \u2022   Review the Company\u2019s procedures for reviewing reports of whistleblowing\n\n                                       10\n\fCase 1:24-cv-02995-JHR Document 1 Filed 04/19/24 Page 11 of 36\n\n\n\n\n     as set forth in the Whistleblower Policy.\n\n \u2022   Review any reports of whistleblowing, including all reports made to the\n     Company\u2019s anonymous and confidential helpline, with the Company\u2019s\n     counsel in accordance with the Whistleblower Policy.\n\n \u2022   Establish and oversee procedures for the receipt, retention and treatment of\n     complaints received by the Company regarding accounting, internal\n     accounting controls or auditing matters, including procedures for\n     confidential, anonymous submissions by employees regarding questionable\n     accounting or auditing matters.\n\n \u2022   Meet periodically with management in the absence of the external auditor.\n\n \u2022   Consider the risk of management\u2019s ability to override the Company\u2019s\n     internal controls.\n\n \u2022   At least annually, review, with the Company\u2019s legal counsel and\n     accountants, all legal, tax, or regulatory matters that could have a significant\n     impact on the Company\u2019s financial statements. Review the effectiveness of\n     the system for monitoring compliance with laws and regulations and the\n     results of management\u2019s investigation and follow-up of any instances of\n     non\u2010compliance. Receive and review periodic reports from the Company\n     with respect to the Company\u2019s pending or threatened material litigation.\n     Review the appropriateness of the disclosure thereof in the documents\n     reviewed by the Committee.\n\n \u2022   Discuss the Company\u2019s policies with respect to risk assessment and risk\n     management, including cybersecurity, the Company\u2019s insurance and\n     fidelity bond coverage, as well as the Company\u2019s major financial risk\n     exposures, the steps management has undertaken to control them, and any\n     reports of the internal auditor concerning such matters.\n\n \u2022   Review the Company\u2019s compliance with internal policies and the\n     Company\u2019s progress in remedying any material deficiencies that could have\n     a significant impact on the Company.\n\n \u2022   Review the findings of any examinations by regulatory agencies, and any\n     external auditors observations made regarding those findings.\n\n \u2022   Review the internal accounting department\u2019s budget and staffing.\n\n \u2022   Establish systems for the regular reporting to the Committee by each of the\n     Company\u2019s management, external auditors and internal accounting\n     department of any significant judgments made by management in the\n     preparation of the financial statements and the opinions of each as to\n\n                                         11\n\f         Case 1:24-cv-02995-JHR Document 1 Filed 04/19/24 Page 12 of 36\n\n\n\n\n               appropriateness of such judgments.\n\n       34.     Upon information and belief, the Company maintained versions of the Audit\n\nCommittee Charter during the Relevant Period that imposed the same, or substantially and\n\nmaterially the same or similar, duties on, among others, the Individual Defendants, as those set\n\nforth above.\n\n                    Duties Pursuant to the Code of Business Conduct and Ethics\n\n       35.     The Individual Defendants, as officers and/or directors of Hut 8 were also bound\n\nby the Company\u2019s Code of Business Conduct and Ethics (the \u201cCode\u201d). 3 The purpose of the Code\n\nis to set \u201cbasic requirements for business conduct and serves as a foundation for Company policies,\n\nprocedures and guidelines, all of which provide additional guidance on expected behaviors.\n\n       36.     Regarding conflicts of interest, the Code states that:\n\n       Avoid all conflicts of interest by always putting the Company\u2019s interests first. Each\n       Covered Person shall ensure that their judgment and ability to make decisions is\n       not compromised and shall never use their position at the Company to serve\n       personal interests or relationships.\n\n       Conflicts of interest arise whenever actions are based on interests other than those\n       of the Company. All Covered Persons are required to avoid any personal activity,\n       investment or association that may interfere with the Company\u2019s best interests.\n\n                                          *       *      *\n\n       Financial Conflicts of Interest\n\n       A financial conflict of interest is one where there is or appears to be opportunity for\n       personal financial gain, financial gain to close relatives or close friends, or where\n       it might be reasonable for another party to take the view that financial benefits\n       might affect that person's actions.\n\n       Financial benefits means anything of monetary value, for example:\n\n               i.        payments for services;\n\n\n3\n   Available at https://hut8.com/wp-content/uploads/2023/11/Code-of-Business-Conduct-and-\nEthics.pdf.\n\n                                                  12\n\f Case 1:24-cv-02995-JHR Document 1 Filed 04/19/24 Page 13 of 36\n\n\n\n\n       ii.     equity interests (e.g. stocks, stock options or other ownership\n               interests); or\n\n       iii.    intellectual property rights (e.g. patents, copyrights and royalties\n               from such rights).\n\nThe level of financial interest is not the determining factor as to whether a conflict\nshould be disclosed. What might be 'not material' or 'not significant' for one person\nmight be very significant for another. Good practice in many situations will mean\nthe disclosure of any financial interest, however small.\n\nNon-financial Conflicts of Interest\n\nNon-financial interests can also come into conflict, or be perceived to come into\nconflict, with a person\u2019s obligations or commitments to the Company. Such non-\nfinancial interests may include any benefit or advantage, including, but not limited\nto, direct or indirect career advancement, education or gain to immediate family.\n\n37.    Regarding accurate records and reporting, the Code states that:\n\nEnsure Financial Integrity\n\nThe Company is committed to the transparency and integrity of publicly filed\nfinancial reports and other communications. Covered Persons must do their part to\nensure that the Company\u2019s public disclosure is full, fair, accurate, timely and\nunderstandable.\n\nAlways act responsibly and exercise sound judgment regarding matters involving\nthe Company\u2019s finances. Keep accurate, complete and timely records, and submit\naccurate and complete reports. Do not mislead, manipulate or improperly influence\nthe Company\u2019s finance team or external auditors or make any false or misleading\nstatements or omissions in the Company\u2019s public disclosure. Covered Persons\nshould not personally enter into any side agreements or other informal\narrangements, written or oral, related to the Company.\n\n38.    Regarding compliance with applicable laws, the Code states that:\n\nAlways follow applicable laws, rules and regulations and do not engage in any type\nof illegal, unethical, fraudulent or corrupt business practices for any reason. The\nCompany expects each Covered Person to understand the legal and regulatory\nrequirements applicable to his or her business unit and areas of responsibility.\n\nInsider Trading\n\nCovered Persons must comply with applicable insider trading laws, which\ngenerally prohibit buying or selling securities of the Company while in possession\n\n\n                                           13\n\f         Case 1:24-cv-02995-JHR Document 1 Filed 04/19/24 Page 14 of 36\n\n\n\n\n       of material non-public information about the Company. See the Insider Trading\n       Policy for more detail.\n       Corruption and Bribery\n\n       Covered Persons must comply with all applicable anti-corruption and anti-bribery\n       laws, including the Canadian Corruption of Foreign Public Officials Act and the\n       U.S. Foreign Corrupt Practices Act. See the Anti-Corruption Policy for more\n       information.\n\n       39.     Upon information and belief, the Company maintained versions of the Code during\n\nthe Relevant Period that imposed the same, or substantially and materially the same or similar\n\nduties on, among others, the Individual Defendants, as those set forth above.\n\n                                  Control, Access, and Authority\n\n       40.     The Individual Defendants, because of their positions of control and authority as\n\ndirectors and/or officers of Hut 8, were able to, and did, directly and/or indirectly, exercise control\n\nover the wrongful acts complained of herein, as well as the contents of the various public\n\nstatements issued by Hut 8.\n\n       41.     Because of their advisory, executive, managerial, and directorial positions with Hut\n\n8, each of the Individual Defendants had access to adverse, non-public information about the\n\nfinancial condition, operations, and improper representations of Hut 8.\n\n       42.     At all times relevant hereto, each of the Individual Defendants was the agent of\n\neach of the other Individual Defendants and of Hut 8 and was at all times acting within the course\n\nand scope of such agency.\n\n                              Reasonable and Prudent Supervision\n\n       43.     To discharge their duties, the officers and directors of Hut 8 were required to\n\nexercise reasonable and prudent supervision over the management, policies, practices, and controls\n\nof the financial affairs of the Company. By virtue of such duties, the officers and directors of Hut\n\n8 were required to, among other things:\n\n\n                                                   14\n\f         Case 1:24-cv-02995-JHR Document 1 Filed 04/19/24 Page 15 of 36\n\n\n\n\n               (a) ensure that the Company complied with its legal obligations and requirements,\n\nincluding acting only within the scope of its legal authority and disseminating truthful and accurate\n\nstatements to the investing public;\n\n               (b) conduct the affairs of the Company in an efficient, business-like manner so as\n\nto make it possible to provide the highest quality performance of its business to avoid wasting the\n\nCompany\u2019s assets, and to maximize the value of the Company\u2019s stock;\n\n               (c) properly and accurately guide shareholders and analysts as to the true financial\n\nand business prospects of the Company at any given time, including making accurate statements\n\nabout the Company\u2019s business and financial prospects and internal controls;\n\n               (d) remain informed as to how Hut 8 conducted its operations, and, upon receipt of\n\nnotice or information of imprudent or unsound conditions or practices, make reasonable inquiry in\n\nconnection therewith, and take steps to correct such conditions or practices and make such\n\ndisclosures as necessary to comply with securities laws; and\n\n               (e) ensure that Hut 8 was operated in a diligent, honest, and prudent manner in\n\ncompliance with all applicable laws, rules, and regulations.\n\nV.     BREACHES OF DUTIES\n\n       44.     Each Individual Defendant, by virtue of their position as a director and/or officer,\n\nowed to Hut 8 and its shareholders the fiduciary duties of loyalty and good faith, and the exercise\n\nof due care and diligence in the management and administration of the affairs of Hut 8, as well as\n\nin the use and preservation of its property and assets. The conduct of the Individual Defendants\n\ncomplained of herein involves a knowing and culpable violation of their obligations as directors\n\nand officers of Hut 8, the absence of good faith on their part, and a reckless disregard for their\n\nduties to Hut 8 and its shareholders that the Individual Defendants were aware or should have been\n\n\n\n                                                  15\n\f         Case 1:24-cv-02995-JHR Document 1 Filed 04/19/24 Page 16 of 36\n\n\n\n\naware posed a risk of serious injury to Hut 8.\n\n       45.     The Individual Defendants each breached their duties of loyalty and good faith by\n\nallowing the Individual Defendants to cause, or by themselves causing, the Company to make false\n\nand/or misleading statements that misled shareholders into believing that disclosures related to the\n\nCompany\u2019s financial and business prospects were truthful and accurate when made.\n\n       46.     In addition, as a result of the Individual Defendants\u2019 illegal actions and course of\n\nconduct, the Company is now the subject of the Related Securities Action that alleges violations\n\nof the federal securities laws. As a result, Hut 8 has expended, and will continue to expend,\n\nsignificant sums of money to rectify the Individual Defendants\u2019 wrongdoing.\n\nVI.    CONSPIRACY, AIDING AND ABETTING, AND CONCERTED ACTION\n\n       47.     In committing the wrongful acts alleged herein, the Individual Defendants have\n\npursued, or joined in the pursuit of, a common course of conduct, and have acted in concert with,\n\nand conspired with, one another in furtherance of their wrongdoing. The Individual Defendants\n\nfurther aided and abetted and/or assisted each other in breaching their respective duties.\n\n       48.     During all times relevant hereto, the Individual Defendants collectively and\n\nindividually initiated a course of conduct that was designed to mislead shareholders into believing\n\nthat the Company\u2019s business and financial prospects were better than they actually were. In\n\nfurtherance of this plan, conspiracy, and course of conduct, the Individual Defendants collectively\n\nand individually took the actions set forth herein.\n\n       49.     The purpose and effect of the Individual Defendants\u2019 conspiracy, common\n\nenterprise, and/or common course of conduct was, among other things, to: (a) disguise the\n\nIndividual Defendants\u2019 violations of law, including breaches of fiduciary duties, unjust\n\nenrichment, gross mismanagement, and abuse of control; and (b) disguise and misrepresent the\n\n\n\n                                                  16\n\f         Case 1:24-cv-02995-JHR Document 1 Filed 04/19/24 Page 17 of 36\n\n\n\n\nCompany\u2019s actual business and financial prospects.\n\n       50.     The Individual Defendants accomplished their conspiracy, common enterprise,\n\nand/or common course of conduct by causing the Company to purposefully, recklessly, or\n\nnegligently release improper statements. Because the actions described herein occurred under the\n\nauthority of the Board, each of the Individual Defendants was a direct, necessary, and substantial\n\nparticipant in the conspiracy, common enterprise, and/or common course of conduct complained\n\nof herein.\n\n       51.     Each of the Individual Defendants aided and abetted and rendered substantial\n\nassistance in the wrongs complained of herein. In taking such actions to substantially assist the\n\ncommissions of the wrongdoing complained of herein, each Individual Defendant acted with\n\nknowledge of the primary wrongdoing, substantially assisted the accomplishment of that\n\nwrongdoing, and was aware of their overall contribution to and furtherance of the wrongdoing.\n\nVII.   SUBSTANTIVE ALLEGATIONS\n\n       A.      Background of the Company\n\n       52.     Hut 8 is a crypto currency and data mining company engaged in Bitcoin mining\n\nand hosting, managed services, energy arbitrage, and operating traditional data centers. Hut 8\n\noperates computing infrastructure that mines Bitcoin and delivers computing services to the\n\nCompany\u2019s enterprise customers. The Company was formed through a merger completed on\n\nNovember 30, 2023, whereby Legacy Hut merged with USBTC.\n\n       53.     Prior to the merger, USBTC held assets including a 50% interest in a joint venture\n\nbitcoin mining facility, located in King Mountain, Texas, King Mountain JV.\n\n       B.      Materially False and Misleading Statements During the Relevant Period\n\n       54.     The Relevant Period beings on November 9, 2023, when the Company filed a Form\n\n\n\n                                                 17\n\f           Case 1:24-cv-02995-JHR Document 1 Filed 04/19/24 Page 18 of 36\n\n\n\n\n424B3 with the SEC, which is part of the Merger Prospectus (the \u201cProspectus\u201d). The Prospectus\n\ndescribed USBTC, stating: 4\n\n         USBTC has several revenue streams: self-mining, hosting, managed infrastructure\n         operations and equipment sales. Self-mining refers to all USBTC-owned machines\n         that contribute computing power to mining pools in exchange for Bitcoin. Hosting\n         refers to USBTC operating third party-owned machines at its sites in exchange for\n         a hosting fee. Managed infrastructure operations refers to USBTC operating third-\n         party-owned Bitcoin mining sites, leveraging its purpose-built site management\n         software along with the curtailment platform, in exchange for a property\n         management fee. Equipment sales refers to USBTC selling mining or infrastructure\n         equipment to third-parties.\n\n         USBTC owns and operates a Bitcoin mining facility in Niagara Falls, New York\n         with access to approximately 50 MW of electricity (the \u201cAlpha Site\u201d). In December\n         2022, USBTC acquired from Compute North Member LLC (\u201cCN Member\u201d) their\n         entire membership interest in TZRC LLC, representing 50% of all issued and\n         outstanding membership interests in the King Mountain JV with NextEra. The King\n         Mountain JV owns a Bitcoin mining site in Upton County, Texas with access to\n         approximately 280 MW of electricity (the \u201cEcho Site\u201d). The Echo Site is co-located\n         behind-the-meter at a wind farm.\n\n         55.     The Prospectus describes the energy outpoint available pursuant to the Merger:\n\n         Renewable energy sources powering USBTC\u2019s owned and operated sites include\n         renewable energy and zero carbon emission energy from wind, hydro, and nuclear\n         sources. As of June 30, 2023:\n\n               \u2022 Alpha Site at Niagara Falls is fueled by a minimum of approximately 91%\n                 zero carbon emission energy sources;\n\n               \u2022 Charlie Site in Nebraska is powered by more than 56% zero carbon\n                 emission sources, including 42.3% nuclear, 7.4% wind and 6.4% hydro; and\n\n               \u2022 The Echo facility at King Mountain is co-located behind the meter at a wind\n                 farm, and at peak wind generation periods can draw up to 100% of the\n                 energy the wind project produces to power mining and hosting; the rest of\n                 the time, the energy is sourced from ERCOT which includes more than 40%\n                 zero carbon emission sources.\n\n         56.     The Prospectus purported to warn of the risks of a loss of internet connectivity:\n\n         USBTC may face risks of Internet disruptions, which could have an adverse\n         effect on the price of Bitcoin.\n4\n    All emphasis has been added unless otherwise indicated.\n\n                                                   18\n\f         Case 1:24-cv-02995-JHR Document 1 Filed 04/19/24 Page 19 of 36\n\n\n\n\n       A disruption of the Internet may affect the use of Bitcoin and subsequently the value\n       of USBTC\u2019s securities. Generally, Bitcoin and USBTC\u2019s business of mining digital\n       assets is dependent upon the Internet. A significant disruption in Internet\n       connectivity could disrupt a currency\u2019s network operations until the disruption is\n       resolved and have an adverse effect on the price of Bitcoin and USBTC\u2019s ability to\n       contribute computing power to pools that mine Bitcoin.\n\n       57.     The Prospectus reported selected historical consolidated financial data of USBTC,\n\nincluding revenue of $82.16 million and a net loss of $66.611 million, or $1.52 per share.\n\n       58.     On December 11, 2023, Hut 8 announced an Operations Update for November\n\n2023 via press release, which reported that the Company had, as of that date: 839 Megawatts total\n\nenergy capacity under management, 207,399 total deployed miners under management, 75,078\n\nDeployed miners self-mining, 166,775 deployed miners under management for managed services,\n\nand 76,737 deployed miners under management for hosting.\n\n       59.     On December 19, 2023, the Company submitted its financial results on Form 10-Q\n\nfor the quarterly period ended September 30, 2023 (the \u201c3Q23 10-Q\u201d). The 3Q23 10-Q contained\n\nthe following summary of USBTC and King Mountain JV:\n\n       King Mountain JV\n\n       On December 6, 2022, one of USBTC\u2019s subsidiaries acquired a 50% membership\n       interest in the King Mountain JV and assumed the King Mountain JV\u2019s senior Note\n       (the \u201cKing Mountain JV Senior Note\u201d). USBTC acquired the 50% membership\n       interest through a competitive auction process in connection with the Chapter 11\n       bankruptcy filing of Compute North. The King Mountain JV has self-mining and\n       hosting operations at the King Mountain location. USBTC has concluded that\n       the King Mountain JV will be accounted for with the equity method of\n       accounting. USBTC\u2019s 50% portion of monthly distributions from the King\n       Mountain JV will be swept to pay down the King Mountain JV Senior Note. For\n       additional information on the King Mountain JV Senior Note, see below.\n\n       Self-mining revenue, hosting services revenue and cost reimbursement revenues\n       for the King Mountain JV was $6.7 million, $13.3 million and $12.3 million,\n       respectively, for the three months ended September 30, 2023, which represented\n       100% of the King Mountain JV\u2019s revenue during the period.\n\n\n\n                                                 19\n\f         Case 1:24-cv-02995-JHR Document 1 Filed 04/19/24 Page 20 of 36\n\n\n\n\n       60.    In addition, concerning related party transactions, the 3Q23 10-Q stated:\n\n       Related parties are defined as entities related to the Company\u2019s directors or main\n       shareholders as well as equity method investment entities. The Company provides\n       services to TZRC, an equity method investment entity (refer to Note 9 for\n       additional information on the equity method investment entity), in exchange for\n       fees under a PMA.\n\n       61.    The 3Q23 10-Q reported income derived from King Mountain JV:\n\n\n\n\n       62.    On January 5, 2024, the Company announced an Operations Update for December\n\n2023 via press release which stated in relevant part, that the Company held, as of December 2023:\n\n\n                                                20\n\f         Case 1:24-cv-02995-JHR Document 1 Filed 04/19/24 Page 21 of 36\n\n\n\n\n839 Megawatts total energy capacity under management, 205,759 total deployed miners under\n\nmanagement, 73,943 Deployed miners self-mining, 166,347 deployed miners under management\n\nfor managed services, and 76,734 deployed miners under management for hosting.\n\n       63.     The above statements were materially false and/or misleading, and failed to\n\ndisclose material adverse facts about the Company\u2019s business, operations, and prospects.\n\nSpecifically, Defendants failed to disclose to investors: (1) that one of USBTC\u2019s largest\n\nshareholders is an undisclosed related party; (2) that USBTC\u2019s core asset has historically failed to\n\nprovide energy and high-speed internet; (3) that the profitability of certain USBTC assets were\n\noverstated; and (4) that, as a result of the foregoing, Defendants\u2019 positive statements about the\n\nCompany\u2019s business, operations, and prospects were materially misleading and/or lacked a\n\nreasonable basis.\n\n       C.      The Truth Emerges\n\n       64.     On January 18, 2024, J Capital Research published a report entitled \u201cThe Coming\n\nHUT Pump and Dump\u201d (the \u201cReport\u201d). The Report alleged that USBTC\u2019s CEO, Defendant Ho,\n\nmay be hiding ownership shares through his partner, Anna Kudrjasova (\u201cKudrjasova\u201d), via her\n\ncompany Anaya Capital Corp.:\n\n       Documents for different companies list the same address for Ho and Kudrjasova,\n       in Dubai at 5709 Cayan Tower, Dubai Marina, Dubai, UAE 643671.\n\n             \u201c(31) Anna Kudrjasova has sole voting and dispositive power over the\n             securities held for the account of this selling stockholder, as director. The\n             selling stockholder\u2019s address is 5709 Cayan Tower, Dubai Marina, Dubai,\n             UAE 643671.\u201d\n\n             \u201c21 The address that Michael Ho gave as President, Secretary, and Treasurer\n             of both Kairos and Ingenium Global Inc. \u2013 5709 Cayan Tower in Dubai \u2013 is\n             different from the address he gave to the State of Florida in registering Prive.\u201d\n\n       The Hut 8 S-4 acknowledges that Kudrjasova lives in Dubai but lists her address as\n       1202, Al Barsha Heights, Teacom, Dubai Marina, Dubai, United Arab Emirates, a\n\n\n                                                   21\n\f         Case 1:24-cv-02995-JHR Document 1 Filed 04/19/24 Page 22 of 36\n\n\n\n\n       hotel and managed apartment property. Michael Ho\u2019s location is given as Dubai\n       but without a street address. This suggests to us that Hut 8 management may be\n       hiding the nature of their relationship.\n\n(Emphasis in original.)\n\n       65.     Additionally, the Report describes the significance of this allegation, \u201cbecause Ho\n\nhas committed to a lock-up of 65% of his shares \u2013 but not hers. Anaya Capital appears to hold\n\nabout 3.7 mln shares.\u201d The Report further states that Defendant Ho and Kudrjasova have been\n\nassociated for nearly a decade:\n\n\n\n\n       66.     The Report also alleged that King Mountain JV \u201chas historically failed to provide\n\nenergy and high-speed internet,\u201d and described an extensive history of a lack of connectivity,\n\ndespite the fact Bitcoin mining requires constant connectivity:\n\n       The King Mountain JV has been plagued with connectivity problems. In its 2023\n       Annual Report, published on March 16, 2023, MARA reported \u201cthe company\n       experienced significant production downtime in the second and third quarters . . .\n       and delays in energization at King Mountain.\u201d MARA had 60,000 miners at the\n       facility, but according to a Proof of Claim MARA filed in the Compute North\n       bankruptcy case, the miners were never energized. MARA\u2019s Statement of Claim\n       said that King Mountain lacked a high-speed internet connection.\n\n                                         *      *       *\n\n       On November 23, 2022, MARA, which was the largest customer for the King\n       Mountain site, filed a motion stating that Compute North at King Mountain had\n       failed to energize its miners and failed to provide an adequate internet\n       connection.\n\n\n                                                 22\n\f        Case 1:24-cv-02995-JHR Document 1 Filed 04/19/24 Page 23 of 36\n\n\n\n\n                                         *       *       *\n\n       MARA also said that there was a lack of high-speed connection at the facility.\n\n                                         *       *       *\n\n       USBTC itself was so disgruntled that it filed suit. Just one month before buying\n       the King Mountain JV, USBTC filed an action against CN King Mountain LLC\n       for failing to find a location where miners could be installed and energized.\n\n                                         *       *       *\n\n       Our diligence suggests that the facility now uses a Starlink satellite network instead\n       of a broad- band connection to access the internet. This is unheard of in the Bitcoin\n       mining industry. Starlink is an expensive and unreliable choice for mining at scale.\n       Said one interviewee who managed a large data center when asked if he would ever\n       use Starlink as primary internet source for Bitcoin mining at scale, he said \u201cnever.\u201d\n\n       67.    The Report also alleged that the Company overstates profitability by failing to\n\naccount for certain \u201cinterest expenses\u201d concerning King Mountain JV:\n\n       The company is misleading on the profitability of the JV, with accounts showing\n       $665,000 of profit while completely ignoring about the $3.2 mln interest expense\n       incurred during the same period.\n\n\n\n\n                                                  23\n\f        Case 1:24-cv-02995-JHR Document 1 Filed 04/19/24 Page 24 of 36\n\n\n\n\n       68.    The report also casted doubt on other reported financial, stating:\n\n       We are confused about how many miners USBTC has. The November 2023 Hut 8\n       operations update claims that USBTC had 46,225 Bitcoin miners deployed for\n       October 2023, and yet at the end of September 2023, USBTC reported operating\n       only 30,200 miners.\n\n       We find this ramp-up extremely unlikely, especially without disclosing new\n       machine orders or deposits for new miners in USBTC\u2019s end September 2023\n       balance sheet. Remaining construction in progress was far less than the typical\n       purchase value for that many extra machines. Is USBTC telling the truth?\n\n       69.    The report further claimed that, without the merger with Hut 8, an individual\n\n\u201chighly familiar\u201d with USBTC stated that USBTC would have been forced to undergo a structured\n\nbankruptcy:\n\n       One person highly familiar with USBTC told us, \u201cwithout the merger, [USBTC]\n       would have done a structured bankruptcy.\u201d\n\n                                        *       *      *\n\n       \u201cThe merger was a complete godsend for USBTC,\u201d someone deeply involved with\n       the company told us. Without the merger, this person said, USBTC would have\n       been bankrupt within weeks. \u201cIt was very much in the cards.\u201d In early 2023,\n       USBTC gave up almost half its miners, plus $20.7 mln and some other assets, in\n       an apparent default.\n\n                                        *       *      *\n\n       Our interviewee said that USBTC \u201cbegged\u201d NYDIG to forgive the loan but soon\n       after Christ- mas was forced to surrender assets. Hut 8 managed to characterize\n       this default as a $23.7 mln GAIN on debt extinguishment. But it had started out\n       as a $24.2 mln LOSS that the company \u201cfixed\u201d through an accounting sleight of\n       hand. Abracadabra!\n\n       70.    Lastly, the Report concluded, based on review of financial reports, \u201cwe estimate a\n\nvalue for USBTC that\u2019s as much as 70% less. Typically, such egregious over-payments occur only\n\nwhen management is being enriched.\u201d The Report continued:\n\n       We are highly skeptical that the King Mountain JV is worth the $105 mln paid by\n       USBTC, given reports that the center at the time lacked both reliable power and\n\n\n                                                24\n\f         Case 1:24-cv-02995-JHR Document 1 Filed 04/19/24 Page 25 of 36\n\n\n\n\n       internet.\n\n       Nevertheless, we assign what we believe to be an aggressive $105 mln valuation \u2013\n       the price USBTC paid for the facility. This is despite MARA\u2019s recent purchase of\n       Granbury and Kearney, which indicates that the King Mountain JV would be worth\n       only $64 mln.\n\n       Our valuation of USBTC\u2019s Managed Infrastructure Operations (MIO) business is\n       $51 mln, a generous 3x forward revenue.\n\n                                         *       *       *\n\n       In total, we value the USBTC operating assets at the high end at $219 mln. Not\n       only do we suspect that USBTC overpaid for the King Mountain JV, but Hut 8\n       overpaid again, by a factor of four, for the same facility, along with the Niagara\n       mining facility and the two managed-facility contracts. New Hut issued 49.7 mln\n       shares in exchange for all US- BTC stock \u2013 a value of about $495 mln at the time.\n       Hut 8 also took on $160 mln in net debt plus around $90 mln in planned spending\n       commitments ($40 mln for AI equipment and $50 mln in planned capital\n       expenditure) in exchange for the USBTC and Legacy Hut assets.\n\n       71.      Following this news, the Company\u2019s stock price fell $2.16, or 23.3%, closing at\n\n$7.13 per share on January 18, 2024.\n\n       72.      As a result of Defendants\u2019 wrongful acts and omissions, and the precipitous\n\ndeclines in the market value of the Company\u2019s securities, the Company and its shareholders have\n\nbeen damaged.\n\nVIII. DAMAGES TO THE COMPANY\n\n       73.      The Company has been, and will continue to be, severely damaged and injured by\n\nthe Defendants\u2019 misconduct. As a direct and proximate result of the Defendants\u2019 conduct, the\n\nCompany has been seriously harmed and will continue to be. Such harm includes, but is not\n\nlimited to:\n\n               a.      costs incurred in compensation and benefits paid to Defendants that\n\n                       breached their fiduciary duties and violated federal securities laws;\n\n               b.      substantial loss of market capital;\n\n\n                                                  25\n\f         Case 1:24-cv-02995-JHR Document 1 Filed 04/19/24 Page 26 of 36\n\n\n\n\n               c.      costs already incurred and to be incurred defending the Related Securities\n\n                       Action; and\n\n               d.      any fines or other liability resulting from the Company\u2019s violations of\n\n                       federal law.\n\n       74.     In addition, Hut 8\u2019s business, goodwill and reputation with its business partners,\n\nregulators and shareholders have been gravely impaired.            The credibility and motives of\n\nmanagement are now in serious doubt.\n\n       75.     The wrongdoing complained of herein has irreparably damaged Hut 8\u2019s corporate\n\nimage and goodwill. For at least the foreseeable future, Hut 8 will suffer from what is known as\n\nthe \u201cliar\u2019s discount,\u201d a term applied to the stocks of companies who have been implicated in illegal\n\nbehavior and have misled the investing public, such that Hut 8\u2019s ability to raise equity capital or\n\ndebt on favorable terms in the future is now impaired.\n\nIX.    DERIVATIVE AND DEMAND FUTILITY ALLEGATIONS\n\n       76.     Plaintiff brings this action derivatively in the right and for the benefit of Hut 8 to\n\nredress injuries suffered, and to be suffered, by Hut 8 as a direct result of violations of federal\n\nsecurities laws by the Defendants. Hut 8 is named as a Nominal Defendant solely in a derivative\n\ncapacity. This is not a collusive action to confer jurisdiction on this Court that it would not\n\notherwise have.\n\n       77.     The Board of Hut 8, at the time this action was commenced, consisted of\n\nDefendants Tai, Ho, Genoot, Hefti, Flinn, Shattuck, O\u2019Neal, Wilkinson, and Rickertsen, a total of\n\nnine (9) individuals. As such, Plaintiff is only required to show that five of the Company\u2019s directors\n\ncannot exercise independent objective judgment as to whether to bring this action.\n\n       78.     Plaintiff has not made any demand on the Board to institute this action because a\n\n\n\n                                                   26\n\f         Case 1:24-cv-02995-JHR Document 1 Filed 04/19/24 Page 27 of 36\n\n\n\n\npre-suit demand on the Hut 8 Board would be futile, and therefore, excused. This is because a\n\nmajority of the Board faces a substantial likelihood of liability as a result of their scheme and false\n\nand misleading statements and/or omissions of material adverse facts which render them unable to\n\nimpartially consider a demand to pursue the wrongdoing alleged herein.\n\n                    Demand is Futile as to Defendant Genoot Because of His\n                   Principal Professional Occupation as the Company\u2019s CEO\n\n        79.     Defendant Genoot is the Company\u2019s CEO and a member of the Board. The\n\nCompany does not claim that Defendant Genoot is an independent director and because his\n\nprimary source of income and primary employment is his employment as CEO of Hut 8 and his\n\nprofessional reputation is inextricably bound to his role at Hut 8. Defendant Genoot is incapable\n\nof acting independently and demand is futile upon him.\n\n                      Demand is Futile as to Defendant Ho Because of His\n                   Principal Professional Occupation as the Company\u2019s CEO\n\n        80.     Defendant Ho is the Company\u2019s CSO and a member of the Board. The Company\n\ndoes not claim that Defendant Ho is an independent director and because his primary source of\n\nincome and primary employment is his employment as CSO of Hut 8 and his professional\n\nreputation is inextricably bound to his role at Hut 8. Defendant Ho is incapable of acting\n\nindependently and demand is futile upon him.\n\n                 Demand is Futile as to the Members of the Audit Committee\n\n        81.     Demand is futile as to Defendants Flinn, O\u2019Neal, and Shattuck (the \u201cAudit\n\nCommittee Defendants\u201d) as members of the Audit Committee during the Relevant Period for their\n\nknowing failure to fulfill their responsibilities.\n\n        82.     The Board adopted an Audit Committee Charter, setting forth the responsibilities\n\nof the Audit Committee. The duties and purpose of the Audit Committee are set forth supra.\n\n\n\n                                                     27\n\f         Case 1:24-cv-02995-JHR Document 1 Filed 04/19/24 Page 28 of 36\n\n\n\n\n       83.     Upon information and belief, in their capacity as members of the Audit Committee,\n\nthe Audit Committee Defendants were privy to specific information related to the Company\u2019s\n\nbusiness, operations, and prospects, which would reasonably put them on notice that the statements\n\nset forth above in the Company\u2019s public filings were materially false and misleading when made.\n\n       84.     The Company\u2019s public filings concerning the Company\u2019s business and prospects\n\nduring the Relevant Period contained materially misleading information and/or omitted material\n\ninformation. In their capacity as members of the Audit Committee, the Audit Committee\n\nDefendants were charged with ensuring that these reports did not contain such materially\n\nmisleading information. By allowing documents to be filled with misleading information, the\n\nAudit Committee Defendants face a sufficiently significant likelihood of liability so as to render\n\nthem interested. Accordingly, the Audit Committee Defendants cannot adequately independently\n\nconsider a demand.\n\n                       Demand is Futile as to the Director Defendants\n\n       85.     Plaintiff has not made any demand on the Board to institute this action because a\n\npre-suit demand on the Company\u2019s Board would be futile, and therefore, excused. This is because\n\na majority of the Board faces a substantial likelihood of liability as a result of their knowing\n\ntoleration of the above described false and misleading statements and omissions of material\n\nadverse facts, which render them unable to impartially consider a demand to pursue the\n\nwrongdoing alleged herein.\n\n       86.     Upon information and belief, in their capacity as members of the Company\u2019s Board,\n\nthe Director Defendants were privy to specific information related to the Company\u2019s business and\n\nfinancial prospects, which would reasonably put them on notice that the statements they were\n\nmaking were in fact false and misleading.\n\n\n\n                                                 28\n\f          Case 1:24-cv-02995-JHR Document 1 Filed 04/19/24 Page 29 of 36\n\n\n\n\n        87.     Each of the Director Defendants were responsible for reviewing and approving the\n\nCompany\u2019s public statements made in press releases and financial filings with the SEC throughout\n\nthe Relevant Period. By authorizing the false and misleading statements and material omissions\n\nand described above during the Relevant Period concerning the Company\u2019s business and\n\nprospects, each of the Director Defendants knowingly faces a substantial likelihood of liability for\n\ntheir participation in the illicit acts alleged herein.\n\n        88.     Accordingly, the Director Defendants face a sufficiently substantial likelihood of\n\nliability such as to create a reasonable doubt as to their impartiality to consider a demand to sue\n\nthemselves in the present action.\n\n                                               COUNT I\n\n                      Against the Securities Action Defendants for\n                  Contribution Under Section 10(b) of the Exchange Act,\n       Rule 10b-5 Promulgated Thereunder, and/or Section 20(a) of the Exchange Act\n\n        89.     Plaintiff incorporates by reference and realleges each and every allegation set forth\n\nabove, as though fully set forth herein.\n\n        90.     As a result of the conduct and events alleged above, Hut 8 has been named as a\n\ndefendant in the Related Securities Action brought on behalf of Hut 8 shareholders in which it is\n\na joint tortfeasor in claims brought under Section 10(b) of the Securities and Exchange Act and\n\nRule 10(b)-5 promulgated thereunder.\n\n        91.     Federal law provides Hut 8 with a cause of action against other alleged joint\n\ntortfeasors under Rule 10b-5. In particular, under the Supreme Court\u2019s decision in Musick, Peeler\n\n& Garrett v. Employers Insurance of Wausau, 508 U. S. 286, Hut 8 has a federal law right of\n\ncontribution against joint tortfeasors under Rule 10b-5. Section 21D(f) of the Securities and\n\nExchange Act further sets forth specific provisions entitling Hut 8 to contribution against all joint\n\n\n\n                                                     29\n\f           Case 1:24-cv-02995-JHR Document 1 Filed 04/19/24 Page 30 of 36\n\n\n\n\ntortfeasors under Rule 10b-5, regardless of whether they have been named as defendants in the\n\ncurrently pending Related Securities Action, and sets forth specific rules regarding the\n\ndetermination of claims for such contribution.\n\n          92.   Accordingly, Plaintiff, on behalf of Hut 8, hereby claims contribution against the\n\nSecurities Action Defendants, each of whom has been named in the currently pending Related\n\nSecurities Action as a joint tortfeasor with Hut 8 under Rule 10b-5, or if joined in such actions,\n\nwould be liable for the same damages as Hut 8.\n\n          93.   Hut 8 claims no right to indemnification under the federal securities laws from\n\nthem in this count, but rather only claims contribution.\n\n                        Allegations Regarding the Securities Action Defendants\n\n          94.   Throughout the Relevant Period, the Securities Action Defendants caused the\n\nCompany to issue false and misleading statements and/or omit material information in public\n\nstatements and/or Company filings concerning the Company\u2019s business and financial prospects.\n\nThese statements were materially misleading to persons who purchased Hut 8 securities during the\n\nRelevant Period.\n\n          95.   The plaintiffs in the Related Securities Action allege that they relied, directly or\n\nindirectly, upon these false statements and misleadingly omissive disclosures in purchasing Hut 8\n\nsecurities, and, as a result, suffered damages because value of their investments was distorted by\n\nthe false and materially omissive statements, and they purchased such securities at such distorted\n\nprices.\n\n          96.   The damages suffered by said investors were caused by reason of the fact that (i)\n\nthey were induced to purchase said securities by the false and misleading statements alleged herein,\n\nand (ii) the reveal of the true nature of the Company\u2019s business and prospects resulted in the\n\n\n\n                                                  30\n\f         Case 1:24-cv-02995-JHR Document 1 Filed 04/19/24 Page 31 of 36\n\n\n\n\ndecrease in price of its securities, causing the value of shareholders investments to drop.\n\n       97.     The plaintiffs in the Related Securities Action were unaware of the false and\n\nmisleading nature of said statements and omissive disclosures.\n\n       98.     When the Securities Action Defendants signed off on or made the false statements\n\nand omissive disclosures detailed herein, they had actual knowledge that they were false and\n\nmisleading. As alleged in detail herein, due to their positions as employees and/or directors of Hut\n\n8, the Securities Action Defendants were privy to information regarding the Company\u2019s business\n\nand financial prospects and would have been aware that the statements made were in fact false and\n\nmisleading when made.\n\n       99.     Accordingly, the Securities Action Defendants are liable for damages under Section\n\n10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, and, if Hut 8 were to be held\n\nliable in the Related Securities Action, the Securities Action Defendants would be liable to it for\n\ncontribution. Plaintiffs hereby derivatively claim such right of contribution on behalf of Hut 8.\n\n         Allegations Regarding the Securities Action Defendants as Control Persons\n\n       100.    In acting as alleged above, the Securities Action Defendants were acting as\n\nauthorized agents of Hut 8 in their roles as directors and/or employees. Because of their positions\n\nof control and authority as senior officers and/or directors, the Securities Action Defendants were\n\nable to, and did, control the contents of the various reports, press releases and public filings\n\ndisseminated by the Company throughout the Relevant Period, as alleged herein.\n\n       101.    The Securities Action Defendants were \u201ccontrolling persons\u201d of Hut 8 within the\n\nmeaning of Section 20(a) of the Exchange Act, and, accordingly, the Securities Action Defendants\n\ncould be held liable to the plaintiffs in the Related Securities Action. Were the Company to be\n\nheld liable in said Related Securities Action, the Securities Action Defendants would be liable to\n\n\n\n                                                  31\n\f         Case 1:24-cv-02995-JHR Document 1 Filed 04/19/24 Page 32 of 36\n\n\n\n\nit for contribution.\n\n        102.    Plaintiff hereby derivatively claims such right of contribution on behalf of Hut 8.\n\n                                            COUNT II\n\n               Against the Individual Defendants for Breaches of Fiduciary Duty\n\n        103.    Plaintiff incorporates by reference and realleges each and every allegation\n\ncontained above, as though fully set forth herein.\n\n        104.    The Individual Defendants owed and owe Hut 8 fiduciary obligations. By reason\n\nof their fiduciary relationships, the Individual Defendants owed and owe Hut 8 the highest\n\nobligation of good faith, loyalty, and due care.\n\n        105.    The Individual Defendants have violated and breached their fiduciary duties of\n\ngood faith, loyalty, and due care by causing or allowing the Company to disseminate to Hut 8\n\nshareholders materially misleading and inaccurate information through the Company\u2019s SEC filings\n\nthroughout the Relevant Period. These actions could not have been a good faith exercise of prudent\n\nbusiness judgment.\n\n        106.    During the course of the discharge of their duties, the Individual Defendants knew\n\nor recklessly disregarded the unreasonable risks and losses associated with their misconduct, yet\n\nthe Individual Defendants caused Hut 8 to engage in the conduct complained of herein which they\n\nknew had an unreasonable risk of damage to the Company, thus breaching their duties owed to\n\nHut 8 and its shareholders. As a result, the Individual Defendants grossly mismanaged the\n\nCompany.\n\n        107.    As a direct and proximate result of the Individual Defendants\u2019 failure to perform\n\ntheir fiduciary obligations, the Company has sustained significant damages. As a result of the\n\nmisconduct alleged herein, the Individual Defendants are liable to the Company.\n\n\n\n                                                   32\n\f         Case 1:24-cv-02995-JHR Document 1 Filed 04/19/24 Page 33 of 36\n\n\n\n\n       108.    Plaintiff, on behalf of Hut 8, has no adequate remedy at law.\n\n                                           COUNT III\n\n                  Against the Individual Defendants for Unjust Enrichment\n\n       109.    Plaintiff incorporates by reference and realleges each and every allegation\n\ncontained above, as though fully set forth herein.\n\n       110.    By his wrongful acts and omissions, the Securities Action Defendants were unjustly\n\nenriched at the expense of and to the detriment of Hut 8.\n\n       111.    The Securities Action Defendants were unjustly enriched as a result of the\n\ncompensation they received while breaching their fiduciary duties owed to Hut 8.\n\n       112.    Plaintiff, as a shareholder and representative of Hut 8, seeks restitution from the\n\nSecurities Action Defendants and seeks an order from this Court disgorging all profits, benefits,\n\nand other compensation obtained by the Securities Action Defendants from their wrongful conduct\n\nand breaches of fiduciary duty.\n\n       113.    Plaintiff, on behalf of Hut 8, has no adequate remedy at law.\n\n                                           COUNT IV\n\n              Against the Individual Defendants for Waste of Corporate Assets\n\n       114.    Plaintiff incorporates by reference and realleges each and every allegation\n\ncontained above, as though fully set forth herein.\n\n       115.    The wrongful conduct alleged regarding the issuance of false and misleading\n\nstatements was continuous, connected, and on-going throughout the time period in issue. It resulted\n\nin continuous, connected, and ongoing harm to the Company.\n\n       116.    As a result of the misconduct described above, the Individual Defendants wasted\n\ncorporate assets by, among other things: (a) paying excessive compensation and bonuses to certain\n\n\n\n                                                 33\n\f           Case 1:24-cv-02995-JHR Document 1 Filed 04/19/24 Page 34 of 36\n\n\n\n\nexecutive officers; (b) awarding self-interested stock options to certain officers and directors; and\n\n(c) incurring potentially millions of dollars of legal liability and/or legal costs, including defending\n\nthe Company and its officers against the Related Securities Action.\n\n        117.    As a result of the waste of corporate assets, the Individual Defendants are liable to\n\nthe Company.\n\n        118.    Plaintiff, on behalf of the Company, has no adequate remedy at law.\n\n                                      PRAYER FOR RELIEF\n\nWHEREFORE, Plaintiff demands judgment in the Company\u2019s favor against all Defendants as\n\nfollows:\n\n                A.      Declaring that Plaintiff may maintain this action on behalf of Hut 8 and that\n\n        Plaintiff is an adequate representative of the Company;\n\n                B.      Determining and awarding to Hut 8 the damages sustained by it as a result\n\n        of the violations set forth above from each of the Defendants, jointly and severally, together\n\n        with interest thereon;\n\n                C.      Directing Hut 8 and the Individual Defendants to take all necessary actions\n\n        to reform and improve its corporate governance and internal procedures to comply with\n\n        applicable laws and to protect Hut 8 and its shareholders from a repeat of the damaging\n\n        events described herein, including, but not limited to, putting forward for shareholder vote\n\n        the following resolutions for amendments to the Company\u2019s By-Laws or Articles of\n\n        Incorporation; and the following actions as may be necessary to ensure proper Corporate\n\n        Governance Policies:\n\n                (1) a proposal to strengthen the Board\u2019s supervision of operations and develop and\n\n                     implement procedures for greater shareholder input into the policies and\n\n\n\n                                                    34\n\f         Case 1:24-cv-02995-JHR Document 1 Filed 04/19/24 Page 35 of 36\n\n\n\n\n                    guidelines of the Board; and\n\n               (2) a proposal to ensure the establishment of effective oversight of compliance with\n\n                    applicable laws, rules, and regulations.\n\n               D.       Determining and awarding to Hut 8 exemplary damages in an amount\n\n       necessary to punish Defendants and to make an example of Defendants to the community\n\n       according to proof at trial;\n\n               E.       Awarding Hut 8 restitution from Defendants, and each of them;\n\n               F.       Awarding Hut 8 Contribution from the Securities Action Defendants, and\n\n       each of them;\n\n               G.       Awarding Plaintiff the costs and disbursements of this action, including\n\n       reasonable attorneys\u2019 and experts\u2019 fees, costs, and expenses; and\n\n               H.       Granting such other and further equitable relief as this Court may deem just\n\n       and proper.\n\n                               DEMAND FOR TRIAL BY JURY\n\nPlaintiff hereby demands a trial by jury.\n\nDated: April 19, 2024                                   Respectfully submitted,\n\n                                                        By: /s/ Joshua M. Lifshitz\n\n                                                        Joshua M. Lifshitz\n                                                        LIFSHITZ LAW PLLC\n                                                        1190 Broadway\n                                                        Hewlett, New York 11557\n                                                        Telephone: (516) 493-9780\n                                                        Facsimile: (516) 280-7376\n\n                                                        Attorneys for Plaintiff\n\n\n\n\n                                                   35\n\f                  Case 1:24-cv-02995-JHR Document 1 Filed 04/19/24 Page 36 of 36\n                                            VERIFICATION\n\nI, Maghar Ubhi hereby declare as follows:\n\n\n          I am shareholder of HUT and have continuously so owned the Company\u2019s\n\ncommon stock during the relevant period. I declare that I am the plainti\ufb00 named in the\n\nforegoing Shareholder Derivative Complaint (\u201cComplaint\u201d), and know the content\n\nthereof; that the pleading is true to my knowledge, except as to those matters stated\n\non information and belief, and that as to such matters I believe to be true. I declare\n\nunder penalty of perjury that the foregoing is true and correct.\n\n\n\nExecuted on 04/18/2024\n\n\n\n\n                                                                   Signature\n\f","ocr_status":2,"date_upload":"2024-05-07T18:45:06.252101-07:00","document_number":"1","attachment_number":null,"pacer_doc_id":"127035320922","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Complaint","acms_document_guid":""}],"date_created":"2024-04-19T14:10:21.309643-07:00","date_modified":"2024-04-19T14:10:21.317724-07:00","date_filed":"2024-04-19","time_filed":"15:17:10","entry_number":1,"recap_sequence_number":"2024-04-19.001","pacer_sequence_number":14,"description":"","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/385447284/","id":385447284,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/68455030/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/393801823/","id":393801823,"tags":[],"absolute_url":"/docket/68455030/2/ubhi-v-leverton/","date_created":"2024-04-19T14:10:20.360112-07:00","date_modified":"2024-04-19T14:10:20.366353-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"2","attachment_number":null,"pacer_doc_id":"127035320938","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Civil Cover Sheet","acms_document_guid":""}],"date_created":"2024-04-19T14:10:20.314920-07:00","date_modified":"2024-04-19T14:10:20.323379-07:00","date_filed":"2024-04-19","time_filed":"15:17:30","entry_number":2,"recap_sequence_number":"2024-04-19.001","pacer_sequence_number":17,"description":"","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/385447280/","id":385447280,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/68455030/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/393801819/","id":393801819,"tags":[],"absolute_url":"/docket/68455030/3/ubhi-v-leverton/","date_created":"2024-04-19T14:10:19.349249-07:00","date_modified":"2024-04-19T14:10:19.357682-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"3","attachment_number":null,"pacer_doc_id":"127035320979","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Statement of Relatedness","acms_document_guid":""}],"date_created":"2024-04-19T14:10:19.301683-07:00","date_modified":"2024-04-19T14:10:19.311278-07:00","date_filed":"2024-04-19","time_filed":"15:18:13","entry_number":3,"recap_sequence_number":"2024-04-19.001","pacer_sequence_number":19,"description":"","tags":[]}],"entries_total":"https://www.courtlistener.com/api/rest/v4/docket-entries/?count=on&docket=68455030&page_size=40"}