The Complaint alleges that Defendants used the Proxy to solicit Northern Genesis shareholders to approve the Business Combination and to exchange Northern Genesis shares in the Business Combination. The Proxy materially misled investors concerning Lion's business operations and its revenue prospects, which caused investors to vote in favor of the Business Combination and exchange their shares. But the projections for Lion that Defendants included in the Proxy were based on artificially inflated sales assumptions that were impossible to fulfill, and in reality the value of Lion was materially below the per share merger consideration.