Industrial Bitcoin Miner CleanSpark Moves to Dismiss Securities Fraud Complaint

CleanSpark Inc. has urged a Southern District of New York judge to dismiss a securities class action filed against it over its acquisition of Data Centers LLC (ATL) and ATL’s primary asset, a  data center and bitcoin mining facility in College Park, Georgia. According to Thursday’s motion to dismiss, the plaintiffs fall short of pleading multiple elements of their fraud claims, including not identifying a single misrepresentation or omission.

According to the shareholders’ amended complaint, which also names the CleanSpark’s CEO and executive chairman as defendants, the company made multiple missteps in relation to the December 2020 acquisition. The plaintiffs explain that CleanSpark’s motivation for the purchase was to decrease energy costs, maximize the profitability of Bitcoin mining, and expand its operations.

After the acquisition, a short-seller called Culper Research published a report that made a number of “damning revelations” about CleanSpark’s acquisition of ATL, including that ATL’s bitcoin mining business was merely a rebranded version of a business run by a company that entered bankruptcy in early 2020. The plaintiffs argue that the company and its leaders made statements contrary to this report, concealing the truth from investors. 

The stock price reportedly fell 9.2% the first day the news broke to close at $35.71 per share and several more percentage points during the next trading session to close at $31.15 per share on Jan. 15, 2021.

Then, an expansion project undertaken by CleanSpark that promised to increase mining capacity was pushed back multiple times, contrary to the defendants’ alleged promises. The delays resulted in CleanSpark adopting “an alternative, less profitable means to expand its mining capacity, by contracting with a third-party to house and power CleanSpark’s mining equipment so it would not stand idle while the expansion project was ongoing.”

Allegedly, and when on Aug. 17, 2021, the defendants finally acknowledged that the expansion project would not be completed until sometime in the fall of 2021, the stock price fell $2.08, or 15.1%, to close at $11.65 per share that day.

Now, CleanSpark and the individual defendants move to dismiss for failure to state a claim. The filing notes that contrary to the plaintiffs’ assertions, the “acquisition of ATL has undeniably succeeded, driving a 400% increase in year-over-year revenue and a seventeen fold increase in net quarterly revenue, with record net income.”

The plaintiffs’ claims lacks at least three of the necessary elements, the filing says. CleanSpark first points to their alleged statements about ATL’s history, including the bankruptcy and that a competitor considered acquiring ATL, but ultimately declined to do so. 

The motion to dismiss brushes off the statements as unactionable and further asserts that they all fall within the Private Securities Litigation Reform Act of 1995’s safe harbor. The documents the plaintiffs cite to “are full of meaningful cautionary language and identification of forward-looking statements,” the motion says in way of support. 

The defendants also claim that the plaintiffs fail to plead scienter, loss causation, and reliance. 

The shareholders are represented by Glancy Prongay & Murray LLP and The Law Offices of Frank R. Cruz and the defendants by Wilk Auslander LLP.