Hut 8 agrees to $2.35 million settlement in investor suit tied to US Bitcoin merger

Hut 8 Corp. (HUT) has agreed to pay $2.35 million to settle a proposed securities class action brought by investors who alleged the bitcoin (BTC) miner misled the market about operational problems tied to its 2023 merger with U.S. Bitcoin Corp.

The proposed settlement covers investors who purchased or acquired Hut 8 securities in the U.S. or on a U.S.-based exchange between Feb. 13, 2023, and Jan. 18, 2024, according to a court filing submitted Monday in the U.S. District Court for the Southern District of New York.

It still requires preliminary and final approval from U.S. District Judge Victor Marrero. Hut 8 did not admit wrongdoing and has denied violating the law or causing investor losses.

Disclosure claims

The case centered on Hut 8's all-stock combination with U.S. Bitcoin Corp., or USBTC, which closed in November 2023 after an initial February announcement, forming the current Hut 8 Corp.

Investors alleged Hut 8 failed to adequately disclose energy and internet-related issues at King Mountain, a Texas bitcoin mining joint venture in which USBTC held a 50% interest before the merger, and misrepresented USBTC’s financial condition.

The lawsuit followed a short-seller report by J Capital Research published on January 18, 2024 — the same day Hut 8 rang the Nasdaq opening bell — which challenged the company's statements about the USBTC deal and alleged problems at King Mountain.

Hut 8 shares fell more than 23% that day. The company called the report a deliberate attempt to spread misinformation.

Litigation narrows

The litigation had narrowed significantly before settlement.

In September 2025, Judge Marrero dismissed investors' Exchange Act claims in their entirety and rejected their Securities Act claims arising from alleged misstatements about USBTC's financial condition before the merger. He allowed Securities Act claims to proceed only on alleged omissions regarding risks at King Mountain — specifically, whether Hut 8's merger materials adequately disclosed infrastructure vulnerabilities at a facility that was material to USBTC's mining operations.

Facing that narrower case, Hut 8 indicated it would seek judgment on the pleadings by challenging traceability, arguing that registered and unregistered shares had been commingled after the merger, making it difficult for aftermarket purchasers to trace their holdings back to the registration statement.

Plaintiff counsel said that risk, alongside the costs of continued litigation, supported accepting the settlement. The $2.35 million figure represents approximately 19.6% of the maximum estimated recoverable damages of roughly $12.08 million, according to the filing. Plaintiff counsel said that it exceeds the 12.9% median and 14.6% average recovery for Securities Act-only settlements in 2025, citing Cornerstone Research data.

Hut 8 shares fell 5% during pre-market hours on Tuesday, The Block’s stock page shows.