The Complaint alleges that Defendants made materially false and misleading statements and omitted material facts in the Registration Statement and Prospectus for Warner Bros. common stock. Among other things, as subsequently disclosed by Defendants after the Merger, the Complaint alleges: (i) WarnerMedia's HBO Max streaming business had a high churn rate that made the business not "viable" unless the churn rate was reversed, (ii) AT&T was overinvesting in WarnerMedia entertainment content for streaming, without sufficient concern for return on investments, (iii) WarnerMedia had a business model to grow the number of subscribers to its streaming service without regard to cost or profitability, (iv) WarnerMedia was improvidently concentrating its investments in streaming and ignoring its other business lines, and (v) WarnerMedia had overstated the number of subscribers to HBO Max by as many as 10 million subscribers, by including as subscribers AT&T customers who had received bundled access to HBO Max, but had not signed onto the service. As a result, the Complaint alleges, the Registration Statement and Prospectus and certain of the Defendants' other public statements, contained untrue statements of material fact or omitted to state material facts required to be stated therein or necessary to make the statements therein not misleading, in violation of Sections 11 and 12(a)(2) of the Securities Act.