The Registration Statement was materially misleading as it failed to disclose known events and trends that were severely affecting the Company’s business and that made investment in Bloom Energy significantly riskier than presented in the Registration Statement. In particular, the Registration Statement failed to disclose that the Company was experiencing material construction delays. These construction delays would cause system deployments (or “acceptances” as Defendants referred to them) to fall significantly below even the low end of the Company’s previously announced guidance.
While the Registration Statement purported to warn of risks that “may arise,” which could materially affect the Company, in actuality these material negative events were already occurring. As a result, the representations and purported risk disclosures were false and misleading because, by the time of the IPO, construction delays had already impacted or would soon impact Bloom Energy’s ability to deliver acceptances in line with its guidance.