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1:24-cv-21482-DSL Document 1 Entered on FLSD Docket 04/19/2024 Page 1 of 38\n\n\n\n\n                              UNITED STATES DISTRICT COURT\n                              SOUTHERN DISTRICT OF FLORIDA\n    MATTHEW MEDNEY, Derivatively on Behalf\n    of HUT 8 CORP.,                                              Case No:\n\n                        Plaintiff,\n                                                                 VERIFIED SHAREHOLDER\n              v.                                                 DERIVATIVE COMPLAINT\n\n    BILL TAI, MIKE HO, ASHER GENOOT,\n    ALEXIA HEFTI, JOSEPH FLINN, MAYO A.\n    SHATTUCK, III, STANLEY O\u2019NEAL, AMY\n    WILKINSON, RICK RICKERTSEN, JAMIE\n    LEVERTON, and SHENIF VISRAM,\n                                                                 JURY TRIAL DEMANDED\n                        Defendants,\n\n     and,\n\n    HUT 8 CORP.,\n\n                    Nominal Defendant.\n\n\n\n            Plaintiff Matthew Medney (\u201cPlaintiff\u201d), by and through his undersigned counsel,\n\n  derivatively on behalf of Hut 8 Corp. (\u201cHut 8\u201d or the \u201cCompany\u201d), submits this Verified\n\n  Shareholder Derivative Complaint (the \u201cComplaint\u201d). Plaintiff\u2019s allegations are based upon his\n\n  personal knowledge as to himself and his own acts, and upon information and belief, developed\n\n  from the investigation and analysis by Plaintiff\u2019s counsel, including a review of publicly available\n\n  information, including filings by the Company with the U.S. Securities and Exchange Commission\n\n  (\u201cSEC\u201d), press releases, news reports, analyst reports, investor conference transcripts, publicly\n\n  available filings in lawsuits, and matters of public record.\n\fCase 1:24-cv-21482-DSL Document 1 Entered on FLSD Docket 04/19/2024 Page 2 of 38\n\n\n\n\n                                   NATURE OF THE ACTION\n\n         1.      This is a shareholder derivative action brought in the right, and for the benefit, of\n\n  the Company against certain of its officers and directors seeking to remedy Defendants\u2019 violations\n\n  of state and federal law that have occurred from November 9, 2023 and January 18, 2024 (the\n\n  \u201cRelevant Period\u201d) and have caused substantial harm to the Company.\n\n         2.      Hut 8 is a crypto currency and data mining company. The Company is engaged in\n\n  Bitcoin mining and hosting, managed services, energy arbitrage, and operating traditional data\n\n  centers. The Company operates computing infrastructure which mines Bitcoin and delivers\n\n  computing services to enterprise customers.\n\n         3.      Hut 8 formed following the November 2023 merger of Hut 8 Mining Corp.\n\n  (\u201cLegacy Hut\u201d) and U.S. Data Mining Group, Inc. d/b/a US Bitcoin Corp. (\u201cUSBTC\u201d) (the\n\n  \u201cMerger\u201d). USBTC held a 50% interest in a joint venture bitcoin mining facility, located in King\n\n  Mountain, Texas (the \u201cKing Mountain JV\u201d), which was acquired in the Merger.\n\n         4.      On January 18, 2024, at approximately 10:30 AM EST, J Capital Research\n\n  published a report which alleged, inter alia, that Hut 8\u2019s merger with USBTC was premised on a\n\n  number of alleged misstatements, including (a) that the USBTC had an \u201cundisclosed related party\u201d\n\n  as one of its largest shareholders, (b) that one of USBTC\u2019s core assets, the King Mountain JV,\n\n  \u201chas historically failed to provide energy and high-speed internet,\u201d and (c) that the Company had\n\n  misstated certain finances of the King Mountain JV by failing to account for certain interest\n\n  expenses. Citing individuals \u201chighly familiar\u201d with USBTC, the report stated that, without the\n\n  Merger, USBTC would have undergone bankruptcy and that USBTC had a value estimated to be\n\n  70% less than the approximately $745 million that Hut 8 paid to acquire it.\n\n                                                   2\n\fCase 1:24-cv-21482-DSL Document 1 Entered on FLSD Docket 04/19/2024 Page 3 of 38\n\n\n\n\n          5.      On this news, the Company\u2019s stock price dropped $2.16 to close at $7.12 per share\n\n  on January 18, 2024.\n\n          6.      Throughout the Relevant Period, Individual Defendants (defined below) made\n\n  materially false and/or misleading statements, as well as failed to disclose material adverse facts\n\n  about the Company\u2019s business, operations, and prospects. The Individual Defendants failed to\n\n  disclose to investors that: (a) one of USBTC\u2019s largest shareholders is an undisclosed related party;\n\n  (b) USBTC\u2019s core asset has historically failed to provide energy and high-speed internet; (c) that\n\n  the profitability of certain USBTC assets were overstated; and (c) that, as a result of the foregoing,\n\n  Defendants\u2019 positive statements about the Company\u2019s business, operations, and prospects were\n\n  materially misleading and/or lacked a reasonable basis.\n\n                                           JURISDICTION\n\n          7.      This Court has jurisdiction over each defendant named herein because each\n\n  defendant is either a corporation that conducts business in and maintains operations in this District\n\n  or is an individual who has sufficient minimum contacts with this District to render the exercise\n\n  of jurisdiction by the courts of this District permissible under traditional notions of fair play and\n\n  substantial justice.\n\n          8.      This Court has subject matter jurisdiction pursuant to 28 U.S.C. \u00a7 1331 because\n\n  Plaintiff\u2019s claims raise a federal question under Section 10(b) of the Exchange Act (15 U.S.C. \u00a7\u00a7\n\n  78j(b)).\n\n          9.      This Court has supplemental jurisdiction over Plaintiff\u2019s state law claims pursuant\n\n  to 28 U.S.C. \u00a7 1367(a).\n\n\n\n                                                    3\n\fCase 1:24-cv-21482-DSL Document 1 Entered on FLSD Docket 04/19/2024 Page 4 of 38\n\n\n\n\n          10.    This derivative action is not a collusive action to confer jurisdiction on a court of\n\n  the United States that it would not otherwise have.\n\n          11.    Venue is proper in this Court because: (a) the Company maintains its principal place\n\n  of business in this District; (b) one or more of the defendants either resides in or maintains\n\n  executive offices in this District; (c) a substantial portion of the transactions and wrongs\n\n  complained of herein, including Defendants\u2019 primary participation in the wrongful acts detailed\n\n  herein, and aiding and abetting and conspiracy in violation of fiduciary duties owed to the\n\n  Company, occurred in this District; and (d) Defendants have received substantial compensation in\n\n  this District by doing business here and engaging in numerous activities that had an effect in this\n\n  District.\n\n                                             THE PARTIES\n\n  Plaintiff\n\n          12.    Plaintiff Matthew Medney is, and was at relevant times, a shareholder of the\n\n  Company. Plaintiff will fairly and adequately represent the interests of the shareholders in\n\n  enforcing the rights of the corporation.\n\n  Nominal Defendant\n\n          13.    Nominal Defendant Hut 8 is incorporated under the laws of Delaware, with its\n\n  principal executive offices located in Miami, Florida.\n\n  Director Defendants\n\n          14.    Defendant Bill Tai (\u201cTai\u201d) serves as Chairman of the Board of Directors (the\n\n  \u201cBoard\u201d) and has served as a member of the Board at all relevant times. Defendant Tai also serves\n\n  as a member of the Board\u2019s Nominating, Environmental, Social and Governance Committee.\n\n                                                   4\n\fCase 1:24-cv-21482-DSL Document 1 Entered on FLSD Docket 04/19/2024 Page 5 of 38\n\n\n\n\n         15.    Defendant Mike Ho (\u201cHo\u201d) has served as a member of the Board and as the\n\n  Company\u2019s Chief Strategy Officer (\u201cCSO\u201d) at all relevant times. Prior to joining Hut 8, Defendant\n\n  Ho co-founded and served as CEO and board chair of USBTC. According to Defendant Ho\u2019s\n\n  Employment Agreement, dated November 30, 2023, Defendant Ho is entitled to receive $490,000\n\n  in total compensation from the Company, consistently entirely of base salary.\n\n         16.    Defendant Asher Genoot (\u201cGenoot\u201d) has served as the Company\u2019s President and\n\n  as a member of the Board at all relevant times. On February 6, 2024, the Company appointed\n\n  Genoot as Chief Executive Officer (\u201cCEO\u201d). Defendant Genoot is a co-founder of USBTC and,\n\n  from 2020 to 2023, served as USBTC\u2019s President and as a director. According to Defendant\n\n  Genoot\u2019s Employment Agreement, dated November 30, 2023, Defendant Genoot is entitled to\n\n  receive $490,000 in total compensation from the Company, made up entirely of base salary.\n\n         17.    Defendant Alexia Hefti (\u201cHefti\u201d) has served as a member of the Board at all\n\n  relevant times.   Defendant Hefti also serves as a member of the Board\u2019s Nominating,\n\n  Environmental, Social and Governance Committee.\n\n         18.    Defendant Joseph Flinn (\u201cFlinn\u201d) has served as a member of the Board at all\n\n  relevant times. Defendant Flynn also serves as Chair of the Board\u2019s Audit Committee.\n\n         19.    Defendant Mayo A. Shattuck, III (\u201cShattuck\u201d) has served as a member of the\n\n  Board at all relevant times. Prior to joining Hut 8, Shattuck served in a leadership role with\n\n  USBTC for \u201cWeb 3.0.\u201d Defendant Shattuck also serves as Chair of the Board\u2019s Compensation\n\n  and Talent Development Committee.\n\n\n\n\n                                                 5\n\fCase 1:24-cv-21482-DSL Document 1 Entered on FLSD Docket 04/19/2024 Page 6 of 38\n\n\n\n\n         20.     Defendant Stanley O\u2019Neal (\u201cO\u2019Neal\u201d) has served as a member of the Board at all\n\n  relevant times. Prior to joining Hut 8, O\u2019Neal served as a director of USBTC. Defendant O\u2019Neal\n\n  also serves as a member of the Board\u2019s Audit Committee.\n\n         21.     Defendant Amy Wilkinson (\u201cWilkinson\u201d) has served as a member of the Board at\n\n  all relevant times. Prior to joining Hut 8, Wilkinson served as a director of USBTC. Defendant\n\n  Wilkinson also serves as Chair of the Board\u2019s Nominating, Environmental, Social and Governance\n\n  Committee and as a member of the Compensation and Talent Development Committee.\n\n         22.     Defendant Rick Rickertsen (\u201cRickertsen\u201d) has served as a member of the Board at\n\n  all relevant times. Defendant Rickertsen also serves as a member of the Board\u2019s Compensation\n\n  and Talent Development Committee.\n\n         23.     Defendants Tai, Ho, Geenot, Hefti, Flinn, Shattuck, O\u2019Neal, Wilkinson and\n\n  Rickertsen are herein referred to as the \u201cBoard Defendants\u201d.\n\n  Officer Defendants\n\n         24.     Defendant Jamie Leverton (\u201cLeverton\u201d) served as CEO of the Company until\n\n  February 6, 2024, when the Company notified her of her termination, without cause. Defendant\n\n  Leverton served as a member of the Board until her resignation effective February 12, 2024.\n\n         25.     During the Relevant Period, while the Company\u2019s stock price was artificially\n\n  inflated and before the scheme were exposed, Defendant Leverton made the following sales of\n\n  Company stock at artificially inflated prices:\n\n    Date                  Number of Shares         Avg. Price       Proceeds\n    12/22/2023            98,724                   $14.21           $1,402,966\n    01/12/2024            35,761                   $10.10           $361,257\n\n\n\n                                                   6\n\fCase 1:24-cv-21482-DSL Document 1 Entered on FLSD Docket 04/19/2024 Page 7 of 38\n\n\n\n\n         26.      In total, Defendant Laverton sold 134,485 shares of Company stock on inside\n\n  information, for which she received approximately $1,764,223 in proceeds.\n\n         27.      Defendant Shenif Visram (\u201cVisram\u201d) has served as the Company\u2019s Chief Financial\n\n  Officer (\u201cCFO\u201d) at all relevant times.\n\n         28.      According to Defendant Visram\u2019s Employment Agreement, dated November 30,\n\n  2023, Defendant Visram is entitled to receive $375,000 in total compensation from the Company,\n\n  made up entirely of base salary.\n\n         29.      During the Relevant Period, while the Company\u2019s stock price was artificially\n\n  inflated and before the scheme were exposed, Defendant Visram made the following sale of\n\n  Company stock:\n\n    Date                  Number of Shares       Avg. Price           Proceeds\n    12/22/2023            17,897                 $14.14               $253,063\n\n         30.      In total, Defendant sold 17,897 shares of Company stock on inside information, for\n\n  which he received approximately $253,063 in proceeds.\n\n         31.      Defendants Leverton and Visram are sometimes referred to herein collectively as\n\n  the \u201cOfficer Defendants\u201d.\n\n         32.      The Board Defendants and the Officer Defendants are sometimes referred to herein\n\n  collectively as the \u201cIndividual Defendants\u201d.\n\n         33.      Hut 8 and the Individual Defendants are collectively referred to herein as\n\n  \u201cDefendants.\u201d\n\n                      THE INDIVIDUAL DEFENDANTS\u2019 MISCONDUCT\n\n  Background\n\n\n                                                  7\n\fCase 1:24-cv-21482-DSL Document 1 Entered on FLSD Docket 04/19/2024 Page 8 of 38\n\n\n\n\n         34.     Hut 8 is a cryptocurrency mining company that provides digital asset mining and\n\n  high-performance computing infrastructure solutions in Canada. The Company claims to be a\n\n  \u201cleading innovator\u201d and the \u201cfirst company to operate computing infrastructure across sites that\n\n  mines Bitcoin and delivers cloud, colocation, and high-performance computing services to our\n\n  enterprise customers.\u201d Additionally, Hut 8 manages services, engages in energy arbitrage, and\n\n  operates traditional data centers.\n\n         35.     Before the Merger, in December 2022, USBTC acquired a 50% interest in King\n\n  Mountain Joint Venture, a joint venture bitcoin mining production facility in King Mountain,\n\n  Texas. King Mountain was previously owned by TZRC LLC (\u201cTZRC\u201d). For the three months\n\n  ended September 30, 2023, the King Mountain Joint Venture posted self-mining revenue of $6.7\n\n  million, hosting services revenue of $13.3 million, and cost reimbursement revenue of $12.3\n\n  million.\n\n         36.     On February 6, 2023, Legacy Hut and USBTC entered an agreement proposing an\n\n  all-stock merger. On November 30, 2023, Legacy Hut and USBTC completed the Merger,\n\n  whereby each Legacy Hut shareholder received 0.2 shares of Hut 8 common stock, while each\n\n  USBTC shareholder received 0.6716 shares of Hut 8 common stock. On December 4, 2023, Hut\n\n  8 shares began trading on the NASDAQ. As a result of the Merger, King Mountain Joint Venture\n\n  became a part of the Company.\n\n         37.     During the Relevant Period, the Individual Defendants breached their fiduciary\n\n  duties throughout the Relevant Period by personally making and/or causing the Company to make\n\n  to the investing public a series of materially false and misleading statements regarding the\n\n  Company\u2019s business, operation, and prospects. Specifically, the Individual Defendants willfully\n\n                                                 8\n\fCase 1:24-cv-21482-DSL Document 1 Entered on FLSD Docket 04/19/2024 Page 9 of 38\n\n\n\n\n  or recklessly made and/or caused the Company to make false and misleading statements that failed\n\n  to disclose, inter alia, that: (1) one of USBTC\u2019s biggest shareholders was an \u201cundisclosed related\n\n  party;\u201d (2) USBTC\u2019s main asset and premier mining location, King Mountain Joint Venture, which\n\n  became the property of Hut 8 by dint of the Merger, was not a financially stable asset, since it\n\n  historically failed to provide energy and high-speed internet \u2013 core necessities for a data mining\n\n  venture; (3) King Mountain Joint Venture had certain interest expenses that were not properly\n\n  accounted for, making it appear as if King Mountain Joint Venture would be more profitable to\n\n  Hut 8 than it actually was; (4) the profitability of certain USBTC assets was exaggerated; and (5)\n\n  as a result, the Merger posed a significant risk to Hut 8\u2019s financial stability. As a result of the\n\n  foregoing, the Company\u2019s public statements were materially false and misleading and/or lacked a\n\n  reasonable basis at all relevant times.\n\n                      MATERIALLY FALSE AND MISLEADING STATEMENTS\n\n         38.     On November 9, 2023, Hut 8 filed a Form 424B3 with the SEC, which forms part\n\n  of the Merger Prospectus (the \u201cProspectus\u201d) which described USBTC, in relevant part, stating:\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\n         thirdparty-owned Bitcoin mining sites, leveraging its purpose-built site\n         management software along with the curtailment platform, in exchange for a\n         property management fee. Equipment sales refers to USBTC selling mining or\n         infrastructure 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                                                  9\n\fCase 1:24-cv-21482-DSL Document 1 Entered on FLSD Docket 04/19/2024 Page 10 of 38\n\n\n\n\n         approximately 280 MW of electricity (the \u201cEcho Site\u201d). The Echo Site is co-\n         located behind-the-meter at a wind farm.\n\n         39.    The Prospectus describes the energy output 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;\n                and\n\n         \u2022      The Echo facility at King Mountain is co-located behind the meter at a\n                wind farm, and at peak wind generation periods can draw up to 100% of\n                the energy the wind project produces to power mining and hosting; the rest\n                of the time, the energy is sourced from ERCOT which includes more than\n                40% zero carbon emission sources.\n\n         40.    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 effect on the price\n\n  of Bitcoin.\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         41.    The Prospectus reported selected historical consolidated financial data of USBTC:\n\n\n\n\n                                                  10\n\fCase 1:24-cv-21482-DSL Document 1 Entered on FLSD Docket 04/19/2024 Page 11 of 38\n\n\n\n\n                                       11\n\fCase 1:24-cv-21482-DSL Document 1 Entered on FLSD Docket 04/19/2024 Page 12 of 38\n\n\n\n\n         42.    On December 11, 2023, the Company announced an Operations Update for\n\n  November 2023 in a press release which reported the Company had, as of November 2023: 839\n\n  Megawatts total energy capacity under management, 207,399 total deployed miners under\n\n  management, 75,078 Deployed miners self-mining, 166,775 deployed miners under management\n\n  for managed services, and 76,737 deployed miners under management for hosting.\n\n         43.    On December 19, 2023, the Company submitted its financial results on Form 10-Q\n\n  for the quarterly period ended September 30, 2023 (the \u201c3Q23 10-Q\u201d). The 3Q23 10-Q contained\n\n  the 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. Self-\n         mining revenue, hosting services revenue and cost reimbursement revenues for the\n         King Mountain JV was $6.7 million, $13.3 million and $12.3 million, respectively,\n         for the three months ended September 30, 2023, which represented 100% of the\n         King Mountain JV\u2019s revenue during the period.\n\n         44.    The 3Q23 10-Q stated the following concerning related party transactions:\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         45.    The 3Q23 10-Q reported income derived from King Mountain JV:\n\n\n                                                12\n\fCase 1:24-cv-21482-DSL Document 1 Entered on FLSD Docket 04/19/2024 Page 13 of 38\n\n\n\n\n                                       13\n\fCase 1:24-cv-21482-DSL Document 1 Entered on FLSD Docket 04/19/2024 Page 14 of 38\n\n\n\n\n         46.     On January 5, 2024, the Company announced an Operations Update for December\n\n  2023 in a press release which stated in relevant part, that the Company held, as of December 2023:\n\n         839 Megawatts total energy capacity under management, 205,759 total deployed\n         miners under management, 73,943 Deployed miners self-mining, 166,347 deployed\n         miners under management for managed services, and 76,734 deployed miners\n         under management for hosting.\n\n         47.     The above statements identified in \u00b6\u00b6 35-44 were materially false and/or misleading\n\n  and failed to disclose material adverse facts about the Company\u2019s business, operations, and\n\n  prospects. Specifically, the Individual Defendants failed to disclose to investors that: (a) one of\n\n  USBTC\u2019s largest shareholders is an undisclosed related party; (b) USBTC\u2019s core asset has\n\n  historically failed to provide energy and high-speed internet; (c) the profitability of certain USBTC\n\n  assets were overstated; and (d) as a result of the foregoing, the Individual Defendants\u2019 positive\n\n  statements about the Company\u2019s business, operations, and prospects were materially misleading\n\n  and/or lacked a reasonable basis.\n\n                                      THE TRUTH EMERGES\n\n         48.     On January 18, 2024, J Capital Research published a report entitled The Coming\n\n  HUT Pump and Dump with a subheading which read \u201cmanagement hiding stock ownership\n\n  through undisclosed related party, a stock promotor cabal, and a host of left-for-dead assets\u201d (the\n\n  \u201cReport\u201d). The Report alleged that USBTC\u2019s CEO, Defendant Ho, may be hiding ownership\n\n  shares through his partner, Anna Kudrjasova, via her company Anaya Capital Corp.:\n\n\n\n\n                                                   14\n\fCase 1:24-cv-21482-DSL Document 1 Entered on FLSD Docket 04/19/2024 Page 15 of 38\n\n\n\n\n         49.    The Report describes how \u201c[t]his is particularly significant, because Ho has\n\n  committed to a lock-up of 65% of his shares \u2013 but not hers. Anaya Capital appears to hold about\n\n  3.7 mln shares.\u201d The Report details that Ho and Kudrjasova have been associated for nearly a\n\n  decade:\n\n\n\n\n                                                15\n\fCase 1:24-cv-21482-DSL Document 1 Entered on FLSD Docket 04/19/2024 Page 16 of 38\n\n\n\n\n         50.     The Report also alleged that King Mountain JV \u201chas historically failed to provide\n\n  energy and high-speed internet,\u201d and described an extensive history of a lack of connectivity,\n\n  despite 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\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         [Emphasis added].\n\n         51.     The Report also alleged that the Company overstates profitability by failing to\n\n  account for certain \u201cinterest expenses\u201d concerning King Mountain JV:\n\n                                                  16\n\fCase 1:24-cv-21482-DSL Document 1 Entered on FLSD Docket 04/19/2024 Page 17 of 38\n\n\n\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                                               17\n\fCase 1:24-cv-21482-DSL Document 1 Entered on FLSD Docket 04/19/2024 Page 18 of 38\n\n\n\n\n         52.    The Report also casted doubt on to other reported financials 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         53.    The Report further claimed that, without the merger with Hut 8, individual \u201chighly\n\n  familiar\u201d with USBTC stated the USBTC would have been forced to undergo a structured\n\n  bankruptcy:\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! [Emphasis added].\n\n         54.    Finally, the Report concluded, based on a review of financial reports, \u201cwe estimate\n\n  a value for USBTC that\u2019s as much as 70% less. Typically, such egregious over-payments occur\n\n  only when management is being enriched.\u201d Further:\n\n                                                 18\n\fCase 1:24-cv-21482-DSL Document 1 Entered on FLSD Docket 04/19/2024 Page 19 of 38\n\n\n\n\n         \u2023 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         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         \u2023 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. [Emphasis\n         added].\n\n         55.    On this news, Hut 8\u2019s stock price fell $2.16, or 23.3%, to close at $7.12 per share\n\n  on January 18, 2024, on unusually heavy trading volume.\n\n                       THE COMPANY\u2019S MANDATE OF THE BOARD\n\n         56.    The Company\u2019s Mandate to the Board states in relevant part:\n\n         RESPONSIBILITIES AND DUTIES OF THE BOARD\n\n         The Board is responsible for the stewardship of the Company and providing\n         oversight as to the management of the business and affairs of the Company. It is\n         management\u2019s duty to run the Company\u2019s business on a day\u2010to-day basis. The\n         Board is expected to focus on guidance and strategic oversight, with the goal of\n         increasing long-term shareholder value. In discharging their duties, directors must\n         act honestly and in good faith, with a view to the best interests of the Company.\n         Directors must exercise the care, diligence and skill that a reasonably prudent\n         person would exercise in comparable circumstances.\n\n         The responsibilities and duties of the Board shall include the following:\n                                                 19\n\fCase 1:24-cv-21482-DSL Document 1 Entered on FLSD Docket 04/19/2024 Page 20 of 38\n\n\n\n\n        Chief Executive Officer and Officers\n\n               \u2022   Appointing the Chief Executive Officer (the \u201cCEO\u201d) and, together with the\n                   CEO, developing a written position description for the role of the CEO.\n               \u2022   Delegate to the CEO and other senior executives the authority over the day-\n                   to-day management of the business and affairs of the Company.\n               \u2022   Developing the corporate goals and objectives that the CEO is responsible\n                   for meeting and reviewing the performance of the CEO against such\n                   corporate goals and objectives.\n               \u2022   Taking steps to satisfy itself as to the integrity of the CEO and other\n                   executive officers and that the CEO and other executive officers create a\n                   culture of integrity throughout the organization.\n               \u2022   Succession planning for the CEO and other key personnel.\n               \u2022   Approving the compensation of the CEO upon recommendation of the\n                   Compensation Committee.\n\n        Financial Reporting\n\n        Approving: the annual financial statements and related Management\u2019s Discussion\n        and Analysis, and their filing and disclosure; and the Company\u2019s annual earnings\n        press releases, including any pro forma or non-GAAP information included therein,\n        and their filing and disclosure.\n\n               \u2022   Reviewing and monitoring, with the assistance of the Audit Committee:\n\n        i.         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        ii.        the external reporting of the Company\u2019s financial and operating\n                   performance in compliance with all regulatory and statutory requirements;\n                   and\n        iii.       the independence, qualifications, appointment and performance of the\n                   Company\u2019s external auditor.\n\n        Financial Reporting Processes, Accounting Policies and Internal Controls\n\n               \u2022   Reviewing and monitoring, with the assistance of the Audit Committee:\n\n        i.         he adequacy and effectiveness of the Company\u2019s system of internal controls\n                   over financial reporting, including any significant deficiencies and\n                   significant changes in internal controls;\n\n\n                                                   20\n\fCase 1:24-cv-21482-DSL Document 1 Entered on FLSD Docket 04/19/2024 Page 21 of 38\n\n\n\n\n          ii.        the quality and integrity of the Company\u2019s external financial reporting\n                     processes;\n          iii.       the Company\u2019s disclosure controls and procedures, including any\n                     significant deficiencies in or material non-compliance with, such controls\n                     and procedures; and\n          iv.        the relationship of the Audit Committee with other committees of the Board\n                     and management.\n\n          Ethical and Legal Compliance and Risk Management\n\n                 \u2022   Reviewing and approving the Company\u2019s Code of Business Conduct and\n                     Ethics.\n                 \u2022   Reviewing and monitoring:\n\n\n          i.         compliance with the Code of Business Conduct and Ethics and other ethical\n                     standards adopted by the Company; and\n          ii.        the Company\u2019s compliance with applicable legal and regulatory\n                     requirements, though notwithstanding the foregoing and subject to\n                     applicable law, nothing contained in this Mandate is intended to require the\n                     Board to ensure the Company\u2019s compliance with applicable laws or\n                     regulations.\n\n                 \u2022   In conjunction with management, identifying the principal risks of the\n                     Company\u2019s business and reviewing and monitoring management\u2019s\n                     implementation of appropriate systems to seek to effectively monitor,\n                     manage and mitigate the impact of such risks.\n\n   THE COMPANY\u2019S CORPORATE GOVERNANCE PRINCIPLES AND GUIDELINES\n\n          57.        The Company\u2019s Corporate Governance Principles and Guidelines state in relevant\n\n  part:\n\n          Board and Committee Mandates\n\n          The Board is responsible for the stewardship of the Company and has adopted the\n          Board Mandate setting out the Board\u2019s responsibilities with respect to the\n          stewardship and oversight of the Company and providing for the establishment of\n          standing committees of the Board (which committees currently consist of the Audit\n          Committee, the Compensation and Talent Development Committee and the\n          Nominating, Environmental, Social and Governance Committee (the \u201cNESG\n          Committee\u201d). The mandates of these committees are set out in their respective\n          charters.\n                                                     21\n\fCase 1:24-cv-21482-DSL Document 1 Entered on FLSD Docket 04/19/2024 Page 22 of 38\n\n\n\n\n        The Board shall review and assess, or may delegate to the NESG Committee to\n        review and assess, the adequacy of the Board and committee mandates and\n        recommend any proposed changes to the Board for consideration.\n\n        Every charter must be disclosed in accordance with the listing standards, policies\n        and guidelines of relevant stock exchanges and securities laws, including, if\n        applicable, the Toronto Stock Exchange and National Instrument 58-101 \u2013\n        Corporate Governance Guidelines, and made publicly available on the Company\u2019s\n        website.\n\n        Corporate Governance The Board has delegated responsibility to the NESG\n        Committee for developing the Company\u2019s approach to corporate governance for\n        the Board\u2019s approval, including recommending modifications to these Governance\n        Guidelines for consideration by the Board.\n\n                     THE COMPANY\u2019S AUDIT COMMITTEE CHARTER\n\n        58.       The Company\u2019s Audit Committee Charter states in relevant part:\n\n        I.        PURPOSE\n\n        The Committee\u2019s purpose is to 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              \u2022   the independence, qualifications, appointment and performance of the\n                  Company\u2019s external auditor (the \u201cexternal auditor\u201d);\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              \u2022   the organization and performance of the Company\u2019s internal audit function;\n              \u2022   the Company\u2019s compliance with applicable legal and regulatory\n                  requirements; and\n              \u2022   the Company\u2019s enterprise risk management processes.\n\n        II.       ACCESS TO INFORMATION AND AUTHORITY\n\n        In carrying out its duties and responsibilities, the Committee shall have the\n        authority to:\n\n\n\n                                                  22\n\fCase 1:24-cv-21482-DSL Document 1 Entered on FLSD Docket 04/19/2024 Page 23 of 38\n\n\n\n\n              \u2022   communicate directly with the external auditor and to meet with and seek\n                  any information it requires from employees, officers, directors or external\n                  parties;\n              \u2022   review the plan and any significant reports of the internal auditors and meet\n                  with persons responsible for the internal audit function;\n              \u2022   investigate any matter relating to the Company\u2019s accounting, auditing,\n                  internal control or financial reporting practices or anything else within its\n                  scope of responsibility;\n              \u2022   take whatever actions it deems appropriate, in its sole discretion, to foster\n                  an internal culture within the Company that results in the development and\n                  maintenance of a superior level of financial reporting standards, sound\n                  business risk practices and ethical behavior;\n              \u2022   obtain full access to all Company books, records, facilities and personnel;\n                  and\n              \u2022   at its sole discretion and at the Company\u2019s expense, retain and set the\n                  compensation of outside legal, accounting or other advisors, as necessary to\n                  assist in the performance of its duties and responsibilities.\n\n        The Company will provide appropriate funding, as determined by the Committee,\n        for compensation to the external auditor, to any advisors that the Committee\n        chooses to engage and for payment of ordinary administrative expenses of the\n        Committee that are necessary or appropriate in carrying out its duties.\n\n                                                  ***\n\n        IV.       RESPONSIBILITIES AND DUTIES OF THE COMMITTEE\n\n        In addition to such other duties as may from time to time be expressly assigned to\n        the Committee by the Board, the Committee shall have the following\n        responsibilities and duties:\n\n        Financial Reporting\n\n              \u2022   Prepare an audit committee report to be included in the Company\u2019s annual\n                  proxy circular.\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 MD&A,\n                         including the discussion of critical accounting estimates under the\n                         Generally Accepted Accounting Principles (\u201cGAAP\u201d) included\n                         therein and, if appropriate, recommend to the Board the approval,\n                         filing and disclosure of such information;\n\n                                                   23\n\fCase 1:24-cv-21482-DSL Document 1 Entered on FLSD Docket 04/19/2024 Page 24 of 38\n\n\n\n\n                 (ii)   the Company\u2019s annual earnings press releases, including any pro\n                        forma or non-GAAP information included therein;\n                 (iii) the Company\u2019s quarterly unaudited financial statements and\n                        associated MD&A, including the discussion of critical accounting\n                        estimates included therein;\n                 (iv)   the Company\u2019s quarterly earnings press releases, including any pro\n                        forma or non-GAAP information included therein;\n                 (v)    the type and presentation of financial information and earnings\n                        guidance provided to analysts, ratings agencies and others;\n                 (vi)   to the extent they include financial information extracted or derived\n                        from the Company\u2019s financial statements, other public reports or\n                        filings by the Company, including the Company\u2019s annual report on\n                        Form 10-K and proxy circular;\n                 (vii) internal controls (or summaries thereof) and the integrity of the\n                        financial reporting and related attestations by the external auditor of the\n                        Company\u2019s internal control over financial reporting;\n                 (viii) any significant difficulties encountered during the course of the audit,\n                        including, but not limited to, any restrictions on the scope of work or\n                        access to required information; and\n                 (ix)   the Company\u2019s guidelines and policies governing the process of risk\n                        assessment and risk management.\n\n                          DUTIES OF THE DIRECTOR DEFENDANTS\n\n         59.        As members of the Company\u2019s Board, the Director Defendants were held to the\n\n  highest standards of honesty and integrity and charged with overseeing the Company\u2019s business\n\n  practices and policies and assuring the integrity of its financial and business records.\n\n         60.        The conduct of the Director Defendants complained of herein involves a\n\n  knowing and culpable violation of their obligations as directors and officers of the Company, the\n\n  absence of good faith on their part, and a reckless disregard for their duties to the Company and\n\n  its investors that the Director Defendants were aware posed a risk of serious injury to the Company.\n\n         61.        By reason of their positions as officers and/or directors of the Company, and\n\n  because of their ability to control the business and corporate affairs of the Company, the Director\n\n  Defendants owed the Company and its investors the fiduciary obligations of trust, loyalty, and\n\n                                                    24\n\fCase 1:24-cv-21482-DSL Document 1 Entered on FLSD Docket 04/19/2024 Page 25 of 38\n\n\n\n\n  good faith. The obligations required the Director Defendants to use their utmost abilities to control\n\n  and manage the Company in an honest and lawful manner. The Director Defendants were and are\n\n  required to act in furtherance of the best interests of the Company and its investors.\n\n         62.          Each director of the Company owes to the Company and its investors the\n\n  fiduciary duty to exercise loyalty, good faith, and diligence in the administration of the affairs of\n\n  the Company and in the use and preservation of its property and assets. In addition, as officers\n\n  and/or directors of a publicly held company, the Director Defendants had a duty to promptly\n\n  disseminate accurate and truthful information with regard to the Company\u2019s operations, finances,\n\n  and financial condition, as well as present and future business prospects, so that the market price\n\n  of the Company\u2019s stock would be based on truthful and accurate information.\n\n         63.          To discharge their duties, the officers and directors of the Company were\n\n  required to exercise reasonable and prudent supervision over the management, policies, practices,\n\n  and controls of the affairs of the Company. By virtue of such duties, the officers and directors of\n\n  the Company were required to, among other things:\n\n                (a)       ensure that the Company complied with its legal obligations and\n\n         requirements, including acting only within the scope of its legal authority and\n\n         disseminating truthful and accurate statements to the SEC and investing public;\n\n                (b)       conduct the affairs of the Company in an efficient, businesslike manner so\n\n         as to make it possible to provide the highest quality performance of its business, to avoid\n\n         wasting the Company\u2019s assets, and to maximize the value of the Company\u2019s stock;\n\n                (c)       properly and accurately guide investors and analysts as to the true financial\n\n         condition of the Company at any given time, including making accurate statements about\n\n                                                   25\n\fCase 1:24-cv-21482-DSL Document 1 Entered on FLSD Docket 04/19/2024 Page 26 of 38\n\n\n\n\n         the Company\u2019s business prospects, and ensuring that the Company maintained an adequate\n\n         system of financial controls such that the Company\u2019s financial reporting would be true and\n\n         accurate at all times;\n\n                (d)        remain informed as to how the Company conducted its operations, and,\n\n         upon receipt of notice or information of imprudent or unsound conditions or practices,\n\n         make reasonable inquiries in connection therewith, take steps to correct such conditions or\n\n         practices, and make such disclosures as necessary to comply with federal and state\n\n         securities laws;\n\n                (e)        ensure that the Company was operated in a diligent, honest, and prudent\n\n         manner in compliance with all applicable federal, state and local laws, and rules and\n\n         regulations; and\n\n                (f)        ensure that all decisions were the product of independent business judgment\n\n         and not the result of outside influences or entrenchment motives.\n\n         64.          Each Director Defendant, by virtue of his position as a director and/or officer,\n\n  owed to the Company and to its shareholders the fiduciary duties of loyalty, good faith, and the\n\n  exercise of due care and diligence in the management and administration of the affairs of the\n\n  Company, as well as in the use and preservation of its property and assets. The conduct of the\n\n  Director Defendants complained of herein involves a knowing and culpable violation of their\n\n  obligations as directors and officers of the Company, the absence of good faith on their part, and\n\n  a reckless disregard for their duties to the Company and its shareholders that the Director\n\n  Defendants were aware, or should have been aware, posed a risk of serious injury to the Company.\n\n         65.          The Director Defendants breached their duties of loyalty and good faith by\n\n                                                    26\n\fCase 1:24-cv-21482-DSL Document 1 Entered on FLSD Docket 04/19/2024 Page 27 of 38\n\n\n\n\n  causing the Company to issue false and misleading statements concerning the financial condition\n\n  of the Company. As a result, the Company has expended, and will continue to expend, significant\n\n  sums of money related to investigations and lawsuits and to structure settlements to resolve them.\n\n                  DERIVATIVE AND DEMAND FUTILITY ALLEGATIONS\n\n         66.        Plaintiff brings this action derivatively in the right and for the benefit of the\n\n  Company to redress injuries suffered and to be suffered as a direct and proximate result of the\n\n  breaches of fiduciary duties by the Director Defendants.\n\n         67.        Plaintiff will adequately and fairly represent the interests of the Company and its\n\n  shareholders in enforcing and prosecuting its rights and has retained counsel competent and\n\n  experienced in derivative litigation.\n\n         68.        Plaintiff is a current owner of the Company stock and has continuously been an\n\n  owner of Company stock during all times relevant to the Director Defendants\u2019 wrongful course of\n\n  conduct alleged herein. Plaintiff understands his obligation to hold stock throughout the duration\n\n  of this action and is prepared to do so.\n\n         69.        During the illegal and wrongful course of conduct at the Company and through\n\n  the present, the Board consisted of the Director Defendants. Because of the facts set forth\n\n  throughout this Complaint, demand on the Company Board to institute this action is not necessary\n\n  because such a demand would have been a futile and useless act.\n\n         70.        The Company Board is currently comprised of nine (9) members \u2013 including\n\n  Defendants Tai, Ho, Genoot, Hefti, Flinn, Shattuck, O\u2019Neal, Wilkinson, and Rickertsen. Thus,\n\n  Plaintiff is required to show that a majority of the Director Defendants, i.e., five (5), cannot\n\n  exercise independent objective judgement about whether to bring this action or whether to\n\n                                                   27\n\fCase 1:24-cv-21482-DSL Document 1 Entered on FLSD Docket 04/19/2024 Page 28 of 38\n\n\n\n\n  vigorously prosecute this action.\n\n          71.       The Director Defendants either knew or should have known of the false and\n\n  misleading statements that were issued on the Company\u2019s behalf and took no steps in a good faith\n\n  effort to prevent or remedy that situation.\n\n          72.        The Director Defendants (or at the very least a majority of them) cannot exercise\n\n  independent objective judgment about whether to bring this action or whether to vigorously\n\n  prosecute this action. For the reasons that follow, and for reasons detailed elsewhere in this\n\n  complaint, Plaintiff has not made (and should be excused from making) a pre-filing demand on\n\n  the Board to initiate this action because making a demand would be a futile and useless act.\n\n          73.        Each of the Director Defendants approved and/or permitted the wrongs alleged\n\n  herein to have occurred and participated in efforts to conceal or disguise those wrongs from the\n\n  Company\u2019s stockholders or recklessly and/or with gross negligence disregarded the wrongs\n\n  complained of herein, and are therefore not disinterested parties.\n\n          74.        Each of the Director Defendants authorized and/or permitted the false\n\n  statements to be disseminated directly to the public and made available and distributed to\n\n  shareholders, authorized and/or permitted the issuance of various false and misleading statements,\n\n  and are principal beneficiaries of the wrongdoing alleged herein, and thus, could not fairly and\n\n  fully prosecute such a suit even if they instituted it.\n\n    THE DIRECTOR DEFENDANTS ARE NOT INDEPENDENT OR DISINTERESTED\n\n  Defendant Genoot\n\n          75.     The principal professional occupation of Defendant Genoot is his employment with\n\n  the Company as its CEO, pursuant to which he has received and continues to receive substantial\n\n                                                     28\n\fCase 1:24-cv-21482-DSL Document 1 Entered on FLSD Docket 04/19/2024 Page 29 of 38\n\n\n\n\n  monetary compensation and other benefits, and accordingly he is conflicted and cannot impartially\n\n  consider a demand.\n\n          76.    The following table sets forth the total compensation of Defendant Genoot for the\n\n  years 2022 and 2023:\n\n                   Salary     Bonus ($)   Stock       Option    All Other      Total ($)\n                   ($)                    Awards      Awards    Compensation\n                                          ($)         ($)       ($)\n   2022            250,000    ---         3,273,853   ---       1,940,218      5,464,071\n   2023            250,000    ---         ---         272,717   ---            522,717\n\n          77.    This lack of independence and financial benefits received by Defendant Genoot\n\n  renders him incapable of impartially considering a demand to commence and vigorously prosecute\n\n  this action.\n\n          78.    Defendant Genoot is not independent from Defendants Shattuck III, Rickersten and\n\n  Ms. Wilkinson because they comprise the Compensation Committee and are responsible for\n\n  evaluating and determining the compensation of the CEO (Defendant Genoot). The purpose of\n\n  the Compensation Committee is to assist the Board in discharge of its responsibilities related to\n\n  the compensation and benefits provided by the Company to its CEO and executive officers.\n\n  Because of his status as an inside director, and the concomitant substantial compensation he\n\n  receives, Defendant Genoot could not consider a demand adverse to the other Director Defendants\n\n  serving on the Compensation Committee who are responsible for his financial future. See, e.g.,\n\n  Rales v. Blasband, 634 A.2d 927, 937 (Del. 1993); Steiner v. Meyerson, 1995 WL 441999, at *10\n\n  (Del. Ch. July 19, 1995); In re The Student Loan Corp. Derivative Litig., 2002 WL 75479, at *3\n\n  (Del. Ch. Jan. 8, 2002); In re Veeco Instruments, Inc. Sec. Litig., 434 F. Supp. 2d 267, 275\n\n  (S.D.N.Y. 2006) (applying Delaware law) (fact of director\u2019s deriving his principal income from\n\n  employment by the corporation makes it improbable that he could perform his fiduciary duties\n                                             29\n\fCase 1:24-cv-21482-DSL Document 1 Entered on FLSD Docket 04/19/2024 Page 30 of 38\n\n\n\n\n  without bring influenced by his overriding personal interest) (citing In re General Motors (Hughes)\n\n  S\u2019holder Litig., 2005 WL 1089021, at *8 (Del. Ch. May 4, 2005)).\n\n  Defendant Ho\n\n            79.   The principal professional occupation of Defendant Ho is his employment with the\n\n  Company as its CSO, pursuant to which he has received and continues to receive substantial\n\n  monetary compensation and other benefits, and accordingly he is conflicted and cannot impartially\n\n  consider a demand.\n\n            80.   The following table sets forth the total compensation of Defendant Ho for the years\n\n  2022 and 2023:\n\n                    Salary     Bonus ($)   Stock       Option   All Other      Total ($)\n                    ($)                    Awards      Awards   Compensation\n                                           ($)         ($)      ($)\n   2022             ---        ---         2,976,127   ---      2,102,790      5,078,917\n   2023             ---        ---         272,717     ---      250,000        522,717\n\n            81.   This lack of independence and financial benefits received by Defendant Ho renders\n\n  him incapable of impartially considering a demand to commence and vigorously prosecute this\n\n  action.\n\n            82.   Defendant Ho is not independent from Defendants Shattuck III, Rickersten and Ms.\n\n  Wilkinson because they comprise the Compensation Committee and are responsible for evaluating\n\n  and determining the compensation of the CSO (Defendant Ho). The purpose of the Compensation\n\n  Committee is to assist the Board in discharge of its responsibilities related to the compensation\n\n  and benefits provided by the Company to its CSO and executive officers. Because of his status as\n\n  an inside director, and the concomitant substantial compensation he receives, Defendant Ho could\n\n  not consider a demand adverse to the other Director Defendants serving on the Compensation\n\n  Committee who are responsible for his financial future. See, e.g., Rales v. Blasband, 634 A.2d\n                                               30\n\fCase 1:24-cv-21482-DSL Document 1 Entered on FLSD Docket 04/19/2024 Page 31 of 38\n\n\n\n\n  927, 937 (Del. 1993); Steiner v. Meyerson, 1995 WL 441999, at *10 (Del. Ch. July 19, 1995); In\n\n  re The Student Loan Corp. Derivative Litig., 2002 WL 75479, at *3 (Del. Ch. Jan. 8, 2002); In re\n\n  Veeco Instruments, Inc. Sec. Litig., 434 F. Supp. 2d 267, 275 (S.D.N.Y. 2006) (applying Delaware\n\n  law) (fact of director\u2019s deriving his principal income from employment by the corporation makes\n\n  it improbable that he could perform his fiduciary duties without bring influenced by his overriding\n\n  personal interest) (citing In re General Motors (Hughes) S\u2019holder Litig., 2005 WL 1089021, at *8\n\n  (Del. Ch. May 4, 2005)).\n\n         83.     Further, for the period December 4, 2020 through January 5, 2021, USBTC entered\n\n  into secured promissory notes with various existing investors of USBTC, including USBTC\u2019s\n\n  Chief Executive Officer and director, Michael Ho, a family member of Mr. Ho and a family\n\n  member of USBTC\u2019s President and director, Asher Genoot. Additionally, USBTC entered into\n\n  secured promissory notes with Jonathan Honig, a former beneficial owner of more than 5% of the\n\n  voting securities of USBTC at the time of the transaction, and an entity controlled by Jonathan\n\n  Honig (collectively referred to as \u201cHonig\u201d), Erica Groussman, a former beneficial owner of more\n\n  than 5% of the voting securities of USBTC at the time of the transaction (\u201cMrs. Groussman\u201d) and\n\n  an entity controlled by an immediate family member of Tara Stetson (the entity, together with Mrs.\n\n  Stetson, collectively referred to as the \u201cStetsons\u201d), a former beneficial owner of more than 5% of\n\n  the voting securities of USBTC at the time of the transaction. The principal balances of the notes\n\n  totaled approximately $5.9 million. Of the $5.9 million in notes, approximately an aggregate of\n\n  $1.12 million of the notes were held by Mr. Ho and his family member, $0.1 million was held by\n\n  Mr. Genoot\u2019s family member, approximately $2.4 million was held by Honig, $0.25 million was\n\n  held by Mrs. Groussman and $0.25 million was held by the Stetson Entity.\n\n                                                  31\n\fCase 1:24-cv-21482-DSL Document 1 Entered on FLSD Docket 04/19/2024 Page 32 of 38\n\n\n\n\n  Defendants Flinn, O\u2019Neal and Shattuck\n\n         84.     During the Relevant Period, Defendants Flinn, O\u2019Neal, and Shattuck served as\n\n  members of the Audit Committee. Pursuant to the Company\u2019s Audit Committee Charter, the\n\n  members of the Audit Committee are responsible for, inter alia, overseeing the accounting and\n\n  financial reporting processes of the Company and the audits of the financial statements of the\n\n  Company and the audits of the financial statements of the Company, and otherwise meet their\n\n  responsibilities as set forth in the Audit Committee Charter as set forth herein.\n\n         85.         Defendants breached their fiduciary duties of due care, loyalty, and good faith,\n\n  because the Audit Committee, inter alia, allowed or permitted false and misleading statements to\n\n  be disseminated in the Company\u2019s SEC filings and other disclosures and, otherwise, failed to\n\n  ensure that adequate internal controls were in place regarding the serious accounting and business\n\n  reporting issues and deficiencies described above. Therefore, Defendants face a substantial\n\n  likelihood of liability for their breach of fiduciary duties and any demand upon them is futile.\n\n                                    FIRST CAUSE OF ACTION\n\n                (Against The Director Defendants for Breach of Fiduciary Duties)\n\n         86.         Plaintiff incorporates by reference and re-allege each and every allegation\n\n  contained above, as though fully set forth herein.\n\n         87.         The Director Defendants owe the Company fiduciary obligations. By reason of\n\n  their fiduciary relationships, the Director Defendants owed and owe the Company the highest\n\n  obligation of good faith, fair dealing, loyalty, and due care.\n\n         88.         The Director Defendants violated and breached their fiduciary duties of care,\n\n  loyalty, reasonable inquiry, and good faith.\n\n                                                   32\n\fCase 1:24-cv-21482-DSL Document 1 Entered on FLSD Docket 04/19/2024 Page 33 of 38\n\n\n\n\n          89.       The Director Defendants engaged in a sustained and systematic failure to\n\n  properly exercise their fiduciary duties. Among other things, the Director Defendants breached\n\n  their fiduciary duties of loyalty and good faith by allowing the Company to improperly\n\n  misrepresent the Company\u2019s publicly reported financials. These actions could not have been a\n\n  good faith exercise of prudent business judgment to protect and promote the Company\u2019s corporate\n\n  interests.\n\n          90.       As a direct and proximate result of the Director Defendants\u2019 failure to perform\n\n  their fiduciary obligations, the Company has sustained significant damages. As a result of the\n\n  misconduct alleged herein, the Director Defendants are liable to the Company.\n\n          91.       As a direct and proximate result of the Director Defendants\u2019 breach of their\n\n  fiduciary duties, the Company has suffered damage, not only monetarily, but also to its corporate\n\n  image and goodwill. Such damage includes, among other things, costs associated with defending\n\n  securities lawsuits, severe damage to the share price of the Company, resulting in an increased cost\n\n  of capital, the waste of corporate assets, and reputational harm.\n\n                                  SECOND CAUSE OF ACTION\n\n                    (Against The Director Defendants for Gross Management)\n\n          92.       Plaintiff incorporates by reference and re-allege each allegation contained\n\n  above, as though fully set forth herein.\n\n          93.       By their actions alleged herein, the Director Defendants, either directly or\n\n  through aiding and abetting, abandoned and abdicated their responsibilities and fiduciary duties\n\n  with regard to prudently managing the assets and business of the Company in a manner consistent\n\n  with the operations of a publicly held corporation.\n\n                                                   33\n\fCase 1:24-cv-21482-DSL Document 1 Entered on FLSD Docket 04/19/2024 Page 34 of 38\n\n\n\n\n         94.        As a direct and proximate result of the Director Defendants\u2019 gross\n\n  mismanagement and breaches of duty alleged herein, the Company has sustained significant\n\n  damages in excess of hundreds of millions of dollars.\n\n         95.        Because of the misconduct and breaches of duty alleged herein, the Director\n\n  Defendants are liable to the Company.\n\n                                    THIRD CAUSE OF ACTION\n\n                 (Against the Director Defendants for Waste of Corporate Assets)\n\n         96.        Plaintiff incorporates by reference and realleges each and every allegation\n\n  contained above, as though fully set forth herein.\n\n         97.     The wrongful conduct alleged regarding the issuance of false and misleading\n\n  statements was continuous, connected, and on-going throughout the Relevant Period. It resulted\n\n  in continuous, connected, and ongoing harm to the Company.\n\n         98.     As a result of the misconduct described above, the Director Defendants wasted\n\n  corporate assets by, inter alia: (i) paying excessive compensation and bonuses to certain of its\n\n  executive officers; (ii) awarding self-interested stock options to certain officers and directors; and\n\n  (iii) incurring potentially millions of dollars of legal liability and/or legal costs to defend\n\n  Defendants\u2019 unlawful actions.\n\n         99.     As a result of the waste of corporate assets, the Director Defendants are liable to\n\n  the Company.\n\n         100.    Plaintiff, on behalf of the Company, has no adequate remedy at law.\n\n                                  FOURTH CAUSE OF ACTION\n\n                   (Against The Individual Defendants For Unjust Enrichment)\n\n                                                   34\n\fCase 1:24-cv-21482-DSL Document 1 Entered on FLSD Docket 04/19/2024 Page 35 of 38\n\n\n\n\n         101.       Plaintiff incorporates by reference and realleges each and every allegation set\n\n  forth above, as though fully set forth herein.\n\n         102.       By their wrongful acts, violations of law, and inaccurate and untruthful\n\n  information and/or omissions of material fact that they made and/or caused to be made, the\n\n  Individual Defendants were unjustly enriched at the expense of, and the detriment of, the Company\n\n         103.       The Individual Defendants either benefitted financially from the improper\n\n  conduct, or received bonuses, stock options, or similar compensation from the Company that was\n\n  tied to the performance of the Company or its stock price or received compensation or other\n\n  payments that were unjust in light of the Individual Defendants\u2019 bad faith conduct.\n\n         104.       Plaintiff, as a shareholder and representative of the Company seeks restitution\n\n  from Defendants and seek an order from this Court disgorging all profits, including from insider\n\n  transactions, the redemption of preferred stock, benefits, and other compensation, including any\n\n  performance-based or valuation-based compensation, obtained by the Individual Defendants due\n\n  to their wrongful conduct and breach of their fiduciary and contractual duties.\n\n         105.       Plaintiff, on behalf of the Company, has no adequate remedy at law.\n\n                                    FIFTH CAUSE OF ACTION\n\n                  (Against The Individual Defendants For Violations of \u00a7 10(b)\n                             of the Exchange Act and Rule 10b-5)\n\n         106.    Plaintiff incorporates by reference and realleges each and every allegation\n\n  contained above, as though fully set forth herein.\n\n         107.    The Individual Defendants violated \u00a7 10(b) of the Exchange Act, 15 U.S.C. \u00a7\n\n  78j(b), and Rule 10b-5 promulgated thereunder by the SEC.\n\n\n                                                   35\n\fCase 1:24-cv-21482-DSL Document 1 Entered on FLSD Docket 04/19/2024 Page 36 of 38\n\n\n\n\n         108.    The Individual Defendants, individually and in concert, directly or indirectly,\n\n  disseminated or approved the false statements specified above, which they knew or deliberately\n\n  disregarded were misleading in that they contained misrepresentations and failed to disclose\n\n  material facts necessary in order to make the statements made, in light of the circumstances under\n\n  which they were made, not misleading.\n\n         109.    The Individual Defendants violated \u00a710(b) of the Exchange Act and Rule 10b-5 in\n\n  that they: (i) employed devices, schemes and artifices to defraud; (ii) made untrue statements of\n\n  material facts or omitted to state material facts necessary in order to make the statements made, in\n\n  light of the circumstances under which they were made, not misleading; or (iii) engaged in acts,\n\n  practices and a course of business that operated as a fraud or deceit upon Plaintiff and others\n\n  similarly situated.\n\n         110.    The Individual Defendants acted with scienter because they (i) knew that the public\n\n  documents and statements issued or disseminated in the name of Hut 8 were materially false and\n\n  misleading; (ii) knew that such statements or documents would be issued or disseminated to the\n\n  investing public; and (iii) knowingly and substantially participated or acquiesced in the issuance\n\n  or dissemination of such statements or documents as primary violations of the securities laws.\n\n         111.    The Individual Defendants, by virtue of their receipt of information reflecting the\n\n  true facts of Hut 8, their control over, and/or receipt and/or modification of Hut 8\u2019s allegedly\n\n  materially misleading statements, and/or their associations with the Company which made them\n\n  privy to confidential proprietary information concerning Hut 8, participated in the fraudulent\n\n  scheme alleged herein.\n\n\n\n                                                  36\n\fCase 1:24-cv-21482-DSL Document 1 Entered on FLSD Docket 04/19/2024 Page 37 of 38\n\n\n\n\n         112.    As a result of the foregoing, the market price of Hut 8 common stock was artificially\n\n  inflated. In ignorance of the falsity of the statements, Plaintiff relied on the statements described\n\n  above and/or the integrity of the market price of Hut 8 common stock in purchasing Hut 8 common\n\n  stock at prices that were artificially inflated as a result of these false and misleading statements\n\n  and was damaged thereby.\n\n                                      REQUEST FOR RELIEF\n\n         WHEREFORE, Plaintiff demands judgement as follows:\n\n                A.       Determining that this action is a proper derivative action maintainable under\n\n         law, and that demand is excused;\n\n                B.       Awarding, against all the Director Defendants and in favor of the Company,\n\n         the damages sustained by the Company as a result of Defendants\u2019 breaches of their\n\n         fiduciary duties;\n\n                C.       Directing the Company to take all necessary actions to reform and improve\n\n         its corporate governance and internal procedures, to comply with the Company\u2019s existing\n\n         governance obligations and all applicable laws and to protect the Company and its investors\n\n         from a recurrence of the damaging events described herein;\n\n                D.       Awarding to Plaintiff the costs and disbursements of the action, including\n\n         reasonable attorneys\u2019 fees, accountants\u2019 and experts\u2019 fees, costs, and expenses; and\n\n                E.       Granting such other and further relief as the Court deems just and proper.\n\n\n\n\n                                                   37\n\fCase 1:24-cv-21482-DSL Document 1 Entered on FLSD Docket 04/19/2024 Page 38 of 38\n\n\n\n\n                                          JURY DEMAND\n\n               Plaintiff demands a trial by jury on all issues so triable.\n\n  Dated: April 19, 2024\n\n                                                        Respectfully submitted,\n\n                                                        EGGNATZ | PASCUCCI\n\n                                                        By: /s/Joshua H. Eggnatz\n                                                        Joshua H. Eggnatz\n                                                        Michael J. Pascucci\n                                                        7450 Griffin Rd, Ste. 230\n                                                        Davie, FL 33314\n                                                        Telephone: (954) 889-3359\n                                                        Facsimile: (954) 889-5913\n                                                        Email: JEggnatz@JusticeEarned.com\n                                                        Email: Mpascucci@JusticeEarned.com\n\n                                                        GAINEY McKENNA & EGLESTON\n                                                        Thomas J. McKenna\n                                                        Gregory M. Egleston\n                                                        260 Madison Avenue, 22nd Floor\n                                                        New York, NY 10016\n                                                        Tel: (212) 983-1300\n                                                        Fax: (212) 983-0383\n                                                        Email: tjmckenna@gme-law.com\n                                                        Email: gegleston@gme-law.com\n\n                                                        Attorneys for Plaintiff\n\n\n\n\n                                                  38\n\f","ocr_status":1,"date_upload":"2025-11-18T16:07:23.685962-08:00","document_number":"1","attachment_number":null,"pacer_doc_id":"051027126535","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Complaint","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/459255803/","id":459255803,"tags":[],"absolute_url":"/docket/68452829/1/1/medney-v-hut-8-corp/","date_created":"2025-11-18T16:07:05.306540-08:00","date_modified":"2025-11-19T13:40:55.705106-08:00","sha1":"f2075a4f856bbd02ecec6c28f25cc5e03acb0bd1","page_count":1,"file_size":276626,"filepath_local":"recap/gov.uscourts.flsd.666069/gov.uscourts.flsd.666069.1.1.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.flsd.666069/gov.uscourts.flsd.666069.1.1.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case 1:24-cv-21482-DSL Document 1-1 Entered on FLSD Docket 04/19/2024 Page 1 of 1\n\n\n\n\n                                          VERIFICATION\n         I, MATTHEW MEDNEY, declare that I have reviewed the Verified Shareholder\n\n  Derivative Complaint (\u201cComplaint\u201d) prepared on behalf of Hut 8 Corp. (\u201cHut 8\u201d) and authorize\n\n  its filing. I have reviewed the allegations made in the Complaint, and to those allegations of which\n\n  I have personal knowledge, I believe those allegations to be true. As to those allegations of which\n\n  I do not have personal knowledge, I rely on my counsel and their investigation and for that reason\n\n  believe them to be true. I further declare that I am a current holder, and have been a holder, of Hut\n\n  8 as set forth in the Complaint.\n\n\n                                                                _________________________\n                                                                MATTHEW MEDNEY\n\f","ocr_status":2,"date_upload":"2025-11-18T16:07:24.157110-08:00","document_number":"1","attachment_number":1,"pacer_doc_id":"051027126536","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Verification of Plaintiff Matthew Medney to the Complaint","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/459255804/","id":459255804,"tags":[],"absolute_url":"/docket/68452829/1/2/medney-v-hut-8-corp/","date_created":"2025-11-18T16:07:05.373681-08:00","date_modified":"2025-11-19T13:40:51.905797-08:00","sha1":"134b5211b7fde54d019ae7352e76caf86da2b434","page_count":2,"file_size":200737,"filepath_local":"recap/gov.uscourts.flsd.666069/gov.uscourts.flsd.666069.1.2.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.flsd.666069/gov.uscourts.flsd.666069.1.2.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"             Case 1:24-cv-21482-DSL Document\nJS 44 (Rev. 04/21)                     CIVIL1-2COVER\n                                                 EnteredSHEET\n                                                         on FLSD Docket 04/19/2024 Page 1 of 2\nThe JS 44 civil cover sheet and the information contained herein neither replace nor supplement the filing and service of pleadings or other papers as required by law, except as\nprovided by local rules of court. This form, approved by the Judicial Conference of the United States in September 1974, is required for the use of the Clerk of Court for the\npurpose of initiating the civil docket sheet. (SEE INSTRUCTIONS ON NEXT PAGE OF THIS FORM.)\nI. (a) PLAINTIFFS                                                                                        DEFENDANTS\n       MATTHEW MEDNEY, Derivatively on Behalf of HUT 8                                                   BILL TAI, MIKE HO, ASHER GENOOT,\n       CORP.,                                                                                            ALEXIA HEFTI, JOSEPH FLINN, MAYO A.\n   (b) County of Residence of First Listed Plaintiff Los Angeles                                         SHATTUCK         III ofSTANLEY\n                                                                                                         County of Residence                   O\u2019NEAL AMY\n                                                                                                                                 First Listed Defendant\n                                (EXCEPT IN U.S. PLAINTIFF CASES)                                                                (IN U.S. PLAINTIFF CASES ONLY)\n                                                                                                         NOTE:      IN LAND CONDEMNATION CASES, USE THE LOCATION OF\n                                                                                                                    THE TRACT OF LAND INVOLVED.\n\n   (c) Attorneys (Firm Name, Address, and Telephone Number)                                               Attorneys (If Known)\n       Joshua H. Eggnatz\n       Eggnatz Pascucci\n       7450 Griffin Road, Suite 230\nII. BASIS OF JURISDICTION (Place an \u201cX\u201d in One Box Only)                                     III. CITIZENSHIP OF PRINCIPAL PARTIES (Place an \u201cX\u201d in One Box for Plaintiff\n                                                                                                      (For Diversity Cases Only)                                    and One Box for Defendant)\n  1    U.S. Government               \u2716 3   Federal Question                                                                    PTF        DEF                                         PTF      DEF\n         Plaintiff                           (U.S. Government Not a Party)                      Citizen of This State            1          1      Incorporated or Principal Place         4     4\n                                                                                                                                                     of Business In This State\n\n  2    U.S. Government                 4   Diversity                                            Citizen of Another State            2          2   Incorporated and Principal Place           5         5\n         Defendant                           (Indicate Citizenship of Parties in Item III)                                                           of Business In Another State\n\n                                                                                                Citizen or Subject of a             3          3   Foreign Nation                             6         6\n                                                                                                  Foreign Country\nIV. NATURE OF SUIT (Place an \u201cX\u201d in One Box Only)                                                                                   Click here for: Nature of Suit Code Descriptions.\n          CONTRACT                                               TORTS                            FORFEITURE/PENALTY                       BANKRUPTCY                       OTHER STATUTES\n  110 Insurance                       PERSONAL INJURY                  PERSONAL INJURY             625 Drug Related Seizure             422 Appeal 28 USC 158             375 False Claims Act\n  120 Marine                          310 Airplane                    365 Personal Injury -            of Property 21 USC 881           423 Withdrawal                    376 Qui Tam (31 USC\n  130 Miller Act                      315 Airplane Product                Product Liability        690 Other                                28 USC 157                        3729(a))\n  140 Negotiable Instrument                Liability                  367 Health Care/                                                    INTELLECTUAL                    400 State Reapportionment\n  150 Recovery of Overpayment         320 Assault, Libel &                Pharmaceutical                                                PROPERTY RIGHTS                   410 Antitrust\n      & Enforcement of Judgment            Slander                        Personal Injury                                               820 Copyrights                    430 Banks and Banking\n  151 Medicare Act                    330 Federal Employers\u2019              Product Liability                                             830 Patent                        450 Commerce\n  152 Recovery of Defaulted                Liability                  368 Asbestos Personal                                             835 Patent - Abbreviated          460 Deportation\n       Student Loans                  340 Marine                          Injury Product                                                    New Drug Application          470 Racketeer Influenced and\n       (Excludes Veterans)            345 Marine Product                  Liability                                                     840 Trademark                         Corrupt Organizations\n  153 Recovery of Overpayment              Liability                 PERSONAL PROPERTY                      LABOR                       880 Defend Trade Secrets          480 Consumer Credit\n      of Veteran\u2019s Benefits           350 Motor Vehicle               370 Other Fraud              710 Fair Labor Standards                 Act of 2016                       (15 USC 1681 or 1692)\n\u2716 160 Stockholders\u2019 Suits             355 Motor Vehicle               371 Truth in Lending             Act                                                                485 Telephone Consumer\n  190 Other Contract                      Product Liability           380 Other Personal           720 Labor/Management                 SOCIAL SECURITY                       Protection Act\n  195 Contract Product Liability      360 Other Personal                  Property Damage              Relations                        861 HIA (1395ff)                  490 Cable/Sat TV\n  196 Franchise                           Injury                      385 Property Damage          740 Railway Labor Act                862 Black Lung (923)              850 Securities/Commodities/\n                                      362 Personal Injury -               Product Liability        751 Family and Medical               863 DIWC/DIWW (405(g))                Exchange\n                                          Medical Malpractice                                          Leave Act                        864 SSID Title XVI                890 Other Statutory Actions\n      REAL PROPERTY                     CIVIL RIGHTS                 PRISONER PETITIONS            790 Other Labor Litigation           865 RSI (405(g))                  891 Agricultural Acts\n  210 Land Condemnation               440 Other Civil Rights          Habeas Corpus:               791 Employee Retirement                                                893 Environmental Matters\n  220 Foreclosure                     441 Voting                      463 Alien Detainee               Income Security Act              FEDERAL TAX SUITS                 895 Freedom of Information\n  230 Rent Lease & Ejectment          442 Employment                  510 Motions to Vacate                                             870 Taxes (U.S. Plaintiff             Act\n  240 Torts to Land                   443 Housing/                        Sentence                                                           or Defendant)                896 Arbitration\n  245 Tort Product Liability              Accommodations              530 General                                                       871 IRS\u2014Third Party               899 Administrative Procedure\n  290 All Other Real Property         445 Amer. w/Disabilities -      535 Death Penalty                IMMIGRATION                           26 USC 7609                      Act/Review or Appeal of\n                                          Employment                  Other:                       462 Naturalization Application                                             Agency Decision\n                                      446 Amer. w/Disabilities -      540 Mandamus & Other         465 Other Immigration                                                  950 Constitutionality of\n                                          Other                       550 Civil Rights                 Actions                                                                State Statutes\n                                      448 Education                   555 Prison Condition\n                                                                      560 Civil Detainee -\n                                                                          Conditions of\n                                                                          Confinement\nV. ORIGIN (Place an \u201cX\u201d in One Box Only)\n\u2716 1    Original          2 Removed from                     3      Remanded from              4 Reinstated or             5 Transferred from      6 Multidistrict                     8 Multidistrict\n       Proceeding          State Court                             Appellate Court              Reopened                    Another District          Litigation -                      Litigation -\n                                                                                                                            (specify)                 Transfer                          Direct File\n                                       Cite the U.S. Civil Statute under which you are filing (Do not cite jurisdictional statutes unless diversity):\n                                       Sections 10(b) and 21D of the Securities Exchange Act of 1934; Breach of Fiduciary Duties\nVI. CAUSE OF ACTION Brief description of cause:\n                                       violations of the Exchange Act\nVII. REQUESTED IN                           CHECK IF THIS IS A CLASS ACTION                        DEMAND $                                    CHECK YES only if demanded in complaint:\n     COMPLAINT:                             UNDER RULE 23, F.R.Cv.P.                                                                           JURY DEMAND:                 \u2716 Yes            No\nVIII. RELATED CASE(S)\n                                           (See instructions):\n      IF ANY                                                        JUDGE         David S. Leibowitz                                    DOCKET NUMBER 1:24-CV-20890-DSL\nDATE                                                                  SIGNATURE OF ATTORNEY OF RECORD\n04/19/2024                                                            /s/ Joshua H. Egnnatz\nFOR OFFICE USE ONLY\n\n  RECEIPT #                     AMOUNT                                    APPLYING IFP                                    JUDGE                           MAG. JUDGE\n\f           Case 1:24-cv-21482-DSL Document 1-2 Entered on FLSD Docket 04/19/2024 Page 2 of 2\nJS 44 Reverse (Rev. 04/21)\n\n\n                     INSTRUCTIONS FOR ATTORNEYS COMPLETING CIVIL COVER SHEET FORM JS 44\n                                                               Authority For Civil Cover Sheet\n\nThe JS 44 civil cover sheet and the information contained herein neither replaces nor supplements the filings and service of pleading or other papers as\nrequired by law, except as provided by local rules of court. This form, approved by the Judicial Conference of the United States in September 1974, is\nrequired for the use of the Clerk of Court for the purpose of initiating the civil docket sheet. Consequently, a civil cover sheet is submitted to the Clerk of\nCourt for each civil complaint filed. The attorney filing a case should complete the form as follows:\n\nI.(a)    Plaintiffs-Defendants. Enter names (last, first, middle initial) of plaintiff and defendant. If the plaintiff or defendant is a government agency, use\n         only the full name or standard abbreviations. If the plaintiff or defendant is an official within a government agency, identify first the agency and then\n         the official, giving both name and title.\n  (b)    County of Residence. For each civil case filed, except U.S. plaintiff cases, enter the name of the county where the first listed plaintiff resides at the\n         time of filing. In U.S. plaintiff cases, enter the name of the county in which the first listed defendant resides at the time of filing. (NOTE: In land\n         condemnation cases, the county of residence of the \"defendant\" is the location of the tract of land involved.)\n  (c)    Attorneys. Enter the firm name, address, telephone number, and attorney of record. If there are several attorneys, list them on an attachment, noting\n         in this section \"(see attachment)\".\n\nII.      Jurisdiction. The basis of jurisdiction is set forth under Rule 8(a), F.R.Cv.P., which requires that jurisdictions be shown in pleadings. Place an \"X\"\n         in one of the boxes. If there is more than one basis of jurisdiction, precedence is given in the order shown below.\n         United States plaintiff. (1) Jurisdiction based on 28 U.S.C. 1345 and 1348. Suits by agencies and officers of the United States are included here.\n         United States defendant. (2) When the plaintiff is suing the United States, its officers or agencies, place an \"X\" in this box.\n         Federal question. (3) This refers to suits under 28 U.S.C. 1331, where jurisdiction arises under the Constitution of the United States, an amendment\n         to the Constitution, an act of Congress or a treaty of the United States. In cases where the U.S. is a party, the U.S. plaintiff or defendant code takes\n         precedence, and box 1 or 2 should be marked.\n         Diversity of citizenship. (4) This refers to suits under 28 U.S.C. 1332, where parties are citizens of different states. When Box 4 is checked, the\n         citizenship of the different parties must be checked. (See Section III below; NOTE: federal question actions take precedence over diversity\n         cases.)\n\nIII.     Residence (citizenship) of Principal Parties. This section of the JS 44 is to be completed if diversity of citizenship was indicated above. Mark this\n         section for each principal party.\n\nIV.      Nature of Suit. Place an \"X\" in the appropriate box. If there are multiple nature of suit codes associated with the case, pick the nature of suit code\n         that is most applicable. Click here for: Nature of Suit Code Descriptions.\n\nV.       Origin. Place an \"X\" in one of the seven boxes.\n         Original Proceedings. (1) Cases which originate in the United States district courts.\n         Removed from State Court. (2) Proceedings initiated in state courts may be removed to the district courts under Title 28 U.S.C., Section 1441.\n         Remanded from Appellate Court. (3) Check this box for cases remanded to the district court for further action. Use the date of remand as the filing\n         date.\n         Reinstated or Reopened. (4) Check this box for cases reinstated or reopened in the district court. Use the reopening date as the filing date.\n         Transferred from Another District. (5) For cases transferred under Title 28 U.S.C. Section 1404(a). Do not use this for within district transfers or\n         multidistrict litigation transfers.\n         Multidistrict Litigation \u2013 Transfer. (6) Check this box when a multidistrict case is transferred into the district under authority of Title 28 U.S.C.\n         Section 1407.\n         Multidistrict Litigation \u2013 Direct File. (8) Check this box when a multidistrict case is filed in the same district as the Master MDL docket.\n         PLEASE NOTE THAT THERE IS NOT AN ORIGIN CODE 7. Origin Code 7 was used for historical records and is no longer relevant due to\n         changes in statute.\n\nVI.      Cause of Action. Report the civil statute directly related to the cause of action and give a brief description of the cause. Do not cite jurisdictional\n         statutes unless diversity. Example: U.S. Civil Statute: 47 USC 553 Brief Description: Unauthorized reception of cable service.\n\nVII.     Requested in Complaint. Class Action. Place an \"X\" in this box if you are filing a class action under Rule 23, F.R.Cv.P.\n         Demand. In this space enter the actual dollar amount being demanded or indicate other demand, such as a preliminary injunction.\n         Jury Demand. Check the appropriate box to indicate whether or not a jury is being demanded.\n\nVIII. Related Cases. This section of the JS 44 is used to reference related pending cases, if any. If there are related pending cases, insert the docket\n      numbers and the corresponding judge names for such cases.\n\nDate and Attorney Signature. Date and sign the civil cover sheet.\n\f","ocr_status":2,"date_upload":"2025-11-18T16:07:29.967676-08:00","document_number":"1","attachment_number":2,"pacer_doc_id":"051027126537","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Civil Cover Sheet","acms_document_guid":""}],"date_created":"2024-04-19T09:03:06.589823-07:00","date_modified":"2024-04-19T09:03:06.593777-07:00","date_filed":"2024-04-19","time_filed":"11:28:42","entry_number":1,"recap_sequence_number":"2024-04-19.001","pacer_sequence_number":14,"description":"","tags":[]}],"entries_total":"https://www.courtlistener.com/api/rest/v4/docket-entries/?count=on&docket=68452829&page_size=40"}