1. Whether to adequately plead a claim under Section 11(a)(4) of the Act against a certifying accountant based on material misrepresentations contained in certified financial statements in a registration statement, a plaintiff must plead facts showing that the accountant "did not have a 'reasonable ground to believe and did [not] believe, at the time such part of the registration statement became effective, that the statements therein were true'", thus anticipating and negating the accountant's affirmative due diligence defense under Section 11(b)(3), on which the defendant bears the burden of proof.

2. Whether statements of historical financial information such as revenue, net loss, and net loss per share, reported in financial statements certified by an independent accountant and later restated as materially misstated, are actionable misrepresentations of fact under Section 11(a) of the Act.

Whether a plaintiff must plead facts negating an accountant's affirmative due diligence defense under Section 11(b)(3) of the Securities Act to state a claim under Section 11(a)(4), and whether restated historical financial statements constitute actionable misrepresentations under Section 11(a)