The Complaint alleges that the Registration Statement contained untrue statements of material fact or omitted to state material facts required to be stated or necessary to make the statements made not misleading because the statements misrepresented and failed to disclose the following adverse facts pertaining to the Company’s business, operations, and prospects: (1) Arqit’s proposed encryption technology would require widespread adoption of new protocols and standards for telecommunications which had not yet been adopted; (2) British cybersecurity officials questioned the viability of Arqit’s proposed encryption technology in a meeting in 2020; (3) the British government was not an Arqit customer but, rather, providing grants to Arqit; (4) Arqit had little more than an early-stage prototype of its encryption system at the time of the Merger; (5) no commercial customer was using Arqit’s encryption system with live data; (6) the bulk of the Company’s committed revenue wasn’t from selling its products; (7) several clients the Company listed—including a number of British government agencies—were simply giving Arqit research grants, nonbinding memorandums of understanding or research agreements that come with no funding, not contracts for its encryption product, and (8) as a result, Defendants’ statements about its business, operations, and prospects, were materially false and misleading and/or lacked a reasonable basis at all relevant times.