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    Case 1:26-cv-00050-ALC       Document 73   Filed 03/27/26   Page 1 of 17\n\n\n\n\n                        UNITED STATES DISTRICT COURT\n                       SOUTHERN DISTRICT OF NEW YORK\n\nSALVATORE LUPIA, Individually and on\nBehalf of All Others Similarly Situated,   Case No. 1:26-cv-00050-MKV\n\n                    Plaintiff,             CLASS ACTION\n\n      v.\n\nFERMI INC., TOBY NEUGEBAUER,\nMILES EVERSON, GRIFFIN PERRY,\nJACOBO ORTIZ, MARIUS HAAS, RICK\nPERRY, CORDEL ROBBIN-COKER, LEE\nMCINTIRE, UBS SECURITIES LLC,\nEVERCORE GROUP L.L.C, CANTOR\nFITZGERALD & CO., MIZUHO\nSECURITIES USA LLC, MACQUARIE\nCAPITAL (USA) INC., ROTHSCHILD &\nCO US INC., STIFEL, NICOLAUS &\nCOMPANY, INCORPORATED, TRUIST\nSECURITIES, INC., BERENBERG\nCAPITAL MARKETS LLC, and PANMURE\nLIBERUM LIMITED,\n\n                    Defendants.\n\n\n\n                   REPLY MEMORANDUM OF LAW\nIN SUPPORT OF THE MOTION OF EVER CAPITAL INVESTMENTS S.V., S.A. AND\nMARIA PATRICIA ROM\u00c1N DECLARA FOR APPOINTMENT AS LEAD PLAINTIFF\n        AND APPROVAL OF THEIR SELECTION OF LEAD COUNSEL\n\f          Case 1:26-cv-00050-ALC                        Document 73               Filed 03/27/26              Page 2 of 17\n\n\n\n\n                                                   TABLE OF CONTENTS\n\nPRELIMINARY STATEMENT .................................................................................................... 1\n\nARGUMENT .................................................................................................................................. 2\n\nA.        Mr. Stella\u2019s Options-Related Transactions are Disqualifying ............................................ 2\n\nB.        Mr. Stella\u2019s Initial PSLRA Certification Contained Disqualifying Errors ......................... 6\n\nC.        The Competing Movants Fail to Provide \u201cProof\u201d to Rebut the Presumption in Favor of\n          Appointing Ever Capital and Ms. Rom\u00e1n Declara ............................................................. 6\n\n          1.         Ever Capital and Ms. Rom\u00e1n Declara are an Appropriate Group .......................... 6\n\n          2.         Iron Workers is not \u201cthe sole institutional movant\u201d ............................................... 9\n\n          3.         Ever Capital and Ms. Rom\u00e1n Declara Can Assert Securities Act Claims .............. 9\n\n\n\n\n                                                                      i\n\f         Case 1:26-cv-00050-ALC                       Document 73              Filed 03/27/26             Page 3 of 17\n\n\n\n\n                                              TABLE OF AUTHORITIES\n\n                                                                                                                             Page(s)\n\nCases\n\nCanson v. WebMD Health Corp.,\n  2011 WL 5331712 (S.D.N.Y. Nov. 7, 2011) .............................................................................. 7\n\nChahal v. Credit Suisse Group AG,\n  2018 WL 3093965 (S.D.N.Y. June 21, 2018) ............................................................................ 8\n\nChauhan v. Intercept Pharmaceuticals,\n  2021 WL 235890 (S.D.N.Y. Jan. 25, 2021) ............................................................................... 5\n\nCity of Hollywood Firefighters\u2019 Pension Fund v. ASML Holding N.V.,\n  2025 WL 743986 (S.D.N.Y. Mar. 6, 2025) ................................................................................ 5\n\nCity of Hollywood Police Officers Ret. Sys. v. Henry Schein, Inc.,\n  2019 WL 13167890 (E.D.N.Y. Dec. 23, 2019) .......................................................................... 7\n\nCity of Monroe Employees\u2019 Retirement System v. Hartford Financial Services Group, Inc.,\n  269 F.R.D. 291 (S.D.N.Y. 2010) ................................................................................................ 8\n\nCook v. Allergan PLC,\n  2019 WL 1510894 (S.D.N.Y. Mar. 21, 2019) ............................................................................ 5\n\nDavid v. British American Tobacco P.L.C.,\n  2024 WL 4351311 (E.D.N.Y. Sep. 30, 2024) ............................................................................ 6\n\nDi Scala v. ProShares Ultra Bloomberg Crude Oil,\n  2020 WL 7698321 (S.D.N.Y. Dec. 28, 2020) ........................................................................ 1, 4\n\nGAMCO Invs., Inc. v. Vivendi, S.A.,\n 927 F. Supp. 2d 88 (S.D.N.Y. 2013) .......................................................................................... 4\n\nHevesi v. Citigroup Inc.,\n  366 F.3d 70 (2d Cir. 2004) ........................................................................................................ 10\n\nIn re Arqit Quantum Inc. Sec. Litig.,\n   774 F. Supp. 3d 505 (E.D.N.Y. Mar. 28, 2025).................................................................... 9, 10\n\nIn re Petrobras Sec. Litig.,\n   104 F. Supp. 3d 618 (S.D.N.Y. May 17, 2025) .......................................................................... 8\n\nIn re Sequans Commc\u2019ns S.A. Sec. Litig.,\n   289 F. Supp. 3d 416 (E.D.N.Y. 2018) ........................................................................................ 8\n\n\n\n\n                                                                   ii\n\f          Case 1:26-cv-00050-ALC                        Document 73                Filed 03/27/26              Page 4 of 17\n\n\n\n\nIn re Sesen Bio, Inc. Sec. Litig.,\n   2022 WL 3996712 (S.D.N.Y. Sep. 1, 2022) ................................................................................ 7\n\nIn re Solar City Corp. Securities Litigation,\n   2017 WL 363274, at *6-7 (N.D. Cal. Jan. 25, 2017) .................................................................. 6\n\nJaramillo v. Dish Network Corp.,\n  2023 WL 5312062 (D. Colo. Aug. 16, 2023) ............................................................................. 5\n\nJiang v. Chirico,\n   2024 WL 967084 (S.D.N.Y. Mar. 5, 2024) ................................................................................ 5\n\nKhunt v. Alibaba Group Holding Ltd.,\n  102 F. Supp. 3d 523 (S.D.N.Y. May 1, 2015) ............................................................................ 6\n\nMaeshiro v. Yatsen Holding Ltd.,\n 2023 WL 4684106 (S.D.N.Y. July 21, 2023) ......................................................................... 2, 7\n\nManchin v. PACS Group, Inc.,\n 2025 WL 460775 (S.D.N.Y. Feb. 11, 2025) ............................................................................. 10\n\nMicholle v. Ophthotech Corp.,\n  2018 WL 1307285 (S.D.N.Y. Mar. 13, 2018 ............................................................................. 1\n\nRodriguez v. DraftKings Inc.,\n  2021 WL 5282006 (S.D.N.Y. Nov. 12, 2021) ........................................................................ 1, 6\n\nSchaffer v. Horizon Pharma Plc,\n  2016 WL 3566238 (S.D.N.Y. June 27, 2016) ............................................................................ 4\n\nSofran v. LaBranche & Co.,\n  220 F.R.D. 398 (S.D.N.Y. 2004) ................................................................................................ 2\n\nTeroganesian v. Sw. Airlines Co.,\n  2023 WL 4565464 (S.D. Tex. July 15, 2023)............................................................................. 5\n\nTomaszewski v. Trevena, Inc.,\n  383 F. Supp. 3d 409 (E.D. Pa. May 29, 2019) ............................................................................ 8\n\nVarghese v. China Shenghuo Pharm. Holdings, Inc.,\n  589 F. Supp. 2d 388 (S.D.N.Y. 2008) ........................................................................................ 8\n\nStatutes\n\n15 U.S.C. \u00a7 78u-4 ....................................................................................................................... 1, 8\n\n\n\n\n                                                                     iii\n\f          Case 1:26-cv-00050-ALC                         Document 73                Filed 03/27/26               Page 5 of 17\n\n\n\n\nRules\n\nFed. R. Civ. P. 23 ............................................................................................................................ 1\n\n\n\n\n                                                                       iv\n\f       Case 1:26-cv-00050-ALC           Document 73         Filed 03/27/26      Page 6 of 17\n\n\n\n\n                                 PRELIMINARY STATEMENT\n\n       Only Ever Capital and Ms. Rom\u00e1n Declara satisfy the PSLRA\u2019s requirements for\n\nappointment. With losses of nearly $385,000, their financial interest is larger than any qualified\n\nmovant. Ever Capital and Ms. Rom\u00e1n Declara also satisfy the relevant adequacy and typicality\n\nrequirements under Rule 23 and have provided specific evidence of their active involvement in\n\nthis litigation and commitment to represent the Class. See ECF Nos. 43 at 6-11, 44-1, 44-3. What\u2019s\n\nmore, as an institutional investor, Ever Capital is precisely the type of entity that Congress intended\n\nto lead securities class actions, which further counsels in favor of its appointment with Ms. Rom\u00e1n\n\nDeclara. Micholle v. Ophthotech Corp., 2018 WL 1307285, at *10 (S.D.N.Y. Mar. 13, 2018)\n\n(appointing movant because it \u201cis an institutional investor, weighing in its favor\u201d).\n\n       While Mr. Stella claims a larger financial interest than Ever Capital and Ms. Rom\u00e1n\n\nDeclara, he is not an adequate class representative. All of Mr. Stella\u2019s loss is driven by transactions\n\nin third-party stock options, namely, the sale of put options. His own cited authority recognizes\n\nthat \u201c[a]ppointing [a movant], whose losses overwhelmingly reflect his sale of put options, raises\n\nissues of his typicality and adequacy.\u201d Di Scala v. ProShares Ultra Bloomberg Crude Oil, 2020\n\nWL 7698321, at *4 (S.D.N.Y. Dec. 28, 2020) cited at ECF No. 61 at 3-4.\n\n       What\u2019s more, Mr. Stella\u2019s PSLRA certification contained significant errors, omitting over\n\n99% of the transactions that needed to be disclosed, which courts have held is disqualifying. See\n\nRodriguez v. DraftKings Inc., 2021 WL 5282006, at *9 (S.D.N.Y. Nov. 12, 2021) (movant\n\ninadequate based on \u201cclerical error\u201d impacting \u201cPSLRA certification\u201d). Because Mr. Stella is\n\nineligible for appointment, Ever Capital and Ms. Rom\u00e1n Declara are the presumptive Lead Plaintiff.\n\n       No movant puts forward \u201cproof\u201d sufficient to rebut the presumption. See 15 U.S.C. \u00a7 78u-\n\n4(a)(3)(B)(iii)(II). Mr. West piles speculation on top of speculation that Ever Capital and Ms.\n\f       Case 1:26-cv-00050-ALC           Document 73        Filed 03/27/26      Page 7 of 17\n\n\n\n\nRom\u00e1n Declara\u2019s joint leadership \u201ccould result in disputes\u201d \u201c[s]hould\u201d their relationship change\n\nin the future. ECF No. 62 at 3. Courts have routinely rejected such conjecture. See Sofran v.\n\nLaBranche & Co., 220 F.R.D. 398, 403-04 (S.D.N.Y. 2004) (rejecting \u201cspeculation as to such a\n\npossibility\u201d that lead plaintiff group would not adequately represent class due to \u201cconflicts or other\n\nreasons\u201d). The only proof in the record, Ever Capital and Ms. Rom\u00e1n Declara\u2019s Joint Declaration\n\n(ECF 44-1), demonstrates that they are sophisticated, have a long-standing preexisting relationship\n\nand worked together for years, see each other every business day, and are fully capable of\n\nsupervising counsel and this litigation. Maeshiro v. Yatsen Holding Ltd., 2023 WL 4684106, at\n\n*7 (S.D.N.Y. July 21, 2023) (finding two sophisticated investor friends who filed a joint\n\ndeclaration could \u201cfunction cohesively and independently of their counsel\u201d given their pre-existing\n\nrelationship and efforts already undertaken in the litigation).\n\n       Iron Workers\u2019 contention that it should be appointed Lead or Co-Lead Plaintiff because it\n\nis the \u201csole institutional movant\u201d (ECF No. 59 at 1) is wrong on the facts, as discussed above. As\n\nis its claim that it \u201cis the only movant which indisputably has standing on the Securities Act\n\nclaims[.]\u201d Id. at 5. Ever Capital and Ms. Rom\u00e1n Declara also have standing to assert Securities\n\nAct claims because their purchases are traceable to the IPO. See ECF No. 43 at 6; infra at 9-10.\n\n                                           ARGUMENT\n\nA.     Mr. Stella\u2019s Options-Related Transactions are Disqualifying\n\n       Mr. Stella claims in his opposition brief that \u201cthe entirety of his . . . loss stem[s] from\n\ncommon stock . . . Consequently, the focus of discovery and trial on Mr. Stella\u2019s claims will remain\n\nsquarely on the common stock like the majority of the Class.\u201d ECF No. 61 at 5-6.\n\n       This is an incomplete recitation of the facts and is wrong. In fact, when Mr. Stella decided\n\nto invest in Fermi, he sold stock options and did not buy stock. See ECF No. 49-1 at 4-6. All the\n\nstock Mr. Stella later obtained stems from his sales of derivative put options. Id. This means that\n\n\n                                                  2\n\f       Case 1:26-cv-00050-ALC           Document 73        Filed 03/27/26      Page 8 of 17\n\n\n\n\nMr. Stella did not buy Fermi stock through an ordinary purchase on the open market at market\n\nprices. In fact, Mr. Stella did not decide to buy Fermi stock at all. Rather, Mr. Stella received the\n\nstock involuntarily because his counterparty \u201cassigned\u201d the stock to Mr. Stella at a pre-determined\n\nprice, which was different from the market price at the time. See ECF No. 63 at 4-9.\n\n       Specifically, from November 4, 2025 through November 13, 2025, Mr. Stella sold 943 put\n\ncontracts with a strike price of $15 per share at prices ranging from $0.14 to $0.30 per contract.\n\nECF No. 49-1 at 5-6. If the put buyer exercised the options, Mr. Stella was obligated to purchase\n\nFermi stock at the \u201cstrike price\u201d of $15, even though the market price for Fermi stock was higher\n\nduring that time, ranging from a high of $28.90 per share on November 5, 2025 to a low of $17.20\n\nper share on November 13, 2025. On November 21, 2025, the put buyer exercised 843 options\n\nand \u201cassigned\u201d 84,300 shares to Mr. Stella at the pre-determined strike price of $15. Id. at 4.\n\n       Around the time that Mr. Stella sold these put options with a $15 per share strike price, he\n\nalso sold call options with higher strike prices of $25 and $40 per share. Id. at 4-6. The puts and\n\ncalls expired on the same day. Simultaneously selling puts and calls as Mr. Stella did here is called\n\na \u201cshort strangle.\u201d A short strangle is a trading strategy where an \u201cinvestor is looking for a steady\n\nstock price during the life of the options\u201d and wants to \u201c[e]arn income from selling premium.\u201d1\n\n       Defendants will assuredly seize on Mr. Stella\u2019s unique trading in options to argue that he\n\nis not an adequate class representative. Defendants will probe the nature of Mr. Stella\u2019s options\n\ntrading strategy and the information he used to make investment decisions to show that he\u2014and\n\nby extension the putative Class\u2014is not entitled to a presumption of reliance or is otherwise\n\n\n\n\n1\n       The    Options      Industry      Council,        Short      Strangle,     available   at\nhttps://www.optionseducation.org/strategies/all-strategies/short-strangle (last visited Mar. 27,\n2026).\n\n                                                 3\n\f       Case 1:26-cv-00050-ALC           Document 73        Filed 03/27/26      Page 9 of 17\n\n\n\n\ninadequate.2 Whether the defense succeeds is irrelevant\u2014it will become a focus of the litigation,\n\ndistracting from the central issue, did Fermi misrepresent the nature of its business? See Schaffer\n\nv. Horizon Pharma Plc, 2016 WL 3566238, at *3 (S.D.N.Y. June 27, 2016) (refusing to appoint\n\nmovant based on \u201cnon-speculative risk that [he] will not be adequate\u201d).\n\n       Mr. Stella\u2019s own cited authority recognizes that he is not an adequate class representative.\n\nJudge Buchwald in ProShares disqualified a movant that incurred roughly 80% of its loss from its\n\n\u201cobligation \u2018to purchase common stock as a result of his writing of put options\u2019\u201d and only the\n\nremainder \u201ccould possibly be attributable to regular common stock purchases.\u201d See ProShares,\n\n2020 WL 7698321, at *3 cited at ECF No. 61 at 3-4. This is because the options-trading movant\n\nmay not have been \u201cmotivated by the same market incentives as class members who traded shares\n\non the open market\u201d and \u201cfactual issues unique to [the options-trading movant] \u2018would likely\n\nthreaten to become the focus of the litigation\u2019\u201d if it were to be appointed. Id. at *4.\n\n       Here, all of Mr. Stella\u2019s loss is derived from selling puts. Numerous other courts have\n\nfound options traders like Mr. Stella to be inadequate. \u201cParties who exclusively sell put options,\n\nor who only acquire common stock involuntarily when put options they have written are\n\nexercised\u2014are simply differently situated from parties who engage in\u2014and whose losses\n\npredominantly derive from\u2014ordinary common-stock transactions. While put option sellers and\n\ncommon stock purchasers may rely on the same general assumption that the underlying stock price\n\n\n\n2\n  To establish liability under Section 10(b) of the Securities Exchange Act of 1934, a plaintiff must\nprove that it relied on the fraudulent statements. GAMCO Invs., Inc. v. Vivendi, S.A., 927 F. Supp.\n2d 88, 97 (S.D.N.Y. 2013). Reliance is presumed when the security at issue trades in an \u201cefficient\nmarket.\u201d Id. at 98. However, the presumption can be rebutted if the defendant demonstrates that\nthe plaintiff did not rely on the market price at the time it purchased stock and, without the\npresumption, the individualized issues concerning reliance will predominate over class-wide\nissues and prevent the class from obtaining certification. See id. at 101-102 (entering judgment for\ndefendant).\n\n\n\n                                                  4\n\f      Case 1:26-cv-00050-ALC            Document 73         Filed 03/27/26       Page 10 of 17\n\n\n\n\nwill rise (or at least not decrease) . . . there are also significant differences that draw into question\n\nthe adequacy of put sellers as class representatives. For example, put sellers operate on different\n\ntime horizons than do common stock purchasers. Puts are time-limited; a put seller bets that a\n\ncompany\u2019s stock value will not decline to a specified strike price within the life of an option.\n\nCommon stock purchasers do not[.]\u201d Jaramillo v. Dish Network Corp., 2023 WL 5312062, at *5\n\n(D. Colo. Aug. 16, 2023); see also Teroganesian v. Sw. Airlines Co., 2023 WL 4565464, at *5\n\n(S.D. Tex. July 15, 2023) (movant who \u201csuffered all his losses in connection with sales of\n\nSouthwest put options . . . [is] atypical\u201d); ECF No. 63 at 5-6 (collecting cases).\n\n        Courts even routinely reject movants who incurred most of their losses on option trading\n\nas atypical. See Cook v. Allergan PLC, 2019 WL 1510894, at *2 (S.D.N.Y. Mar. 21, 2019)\n\n(refusing to appoint movant when \u201c60% of his claimed losses came as a result of options trading\u201d\n\nbecause \u201c[h]e is not, in the opinion of this court, an investor whose claims will turn out to be typical\n\nof the average common stockholder\u201d); City of Hollywood Firefighters\u2019 Pension Fund v. ASML\n\nHolding N.V., 2025 WL 743986, at *3 (S.D.N.Y. Mar. 6, 2025) (movant \u201catypical because their\n\nlosses arose primarily from options-related transactions and short sales. . . If the Court were to\n\nappoint the [movant], it is likely that their options trading and short selling would become a focal\n\npoint at class certification, with unique questions raised about their resulting losses\u201d).\n\n        Tellingly, Mr. Stella does not cite a case in which a Court appointed a movant who incurred\n\nall its losses from put sales, let alone one that simultaneously sold calls as part of a short strangle\n\ntrading strategy. The only two cases cited by Mr. Stella to support his assertions\u2014Chauhan v.\n\nIntercept Pharmaceuticals, 2021 WL 235890, at *7 (S.D.N.Y. Jan. 25, 2021) and Jiang v. Chirico,\n\n2024 WL 967084, at *12 (S.D.N.Y. Mar. 5, 2024)\u2014are distinguishable because the movants there\n\nmade open-market purchases of stock. See ECF No. 61 at 5-6.\n\n\n\n\n                                                   5\n\f      Case 1:26-cv-00050-ALC             Document 73         Filed 03/27/26       Page 11 of 17\n\n\n\n\nB.      Mr. Stella\u2019s Initial PSLRA Certification Contained Disqualifying Errors\n\n        Mr. Stella contends that his erroneous PSLRA certification is nothing more than an\n\nimmaterial and inadvertent mistake. See ECF No. 61 at 4-5. It is not credible to claim that the\n\nerror is immaterial. The amended certification did not just add a few new trades. It added over\n\n150 additional trades on top of the single trade that Mr. Stella disclosed in his initial certification,\n\nshowed that Mr. Stella\u2019s purchase of stock did not occur on the open market, and fundamentally\n\nchanged the adequacy of Mr. Stella as a class representative. See ECF No. 49-1.\n\n        Courts routinely deny Lead Plaintiff applications based on erroneous certifications with\n\nless important mistakes than Mr. Stella\u2019s. See e.g., DraftKings, 2021 WL 5282006, at *9 (finding\n\ninadequate movant that submitted an accurate loss chart but committed a \u201cclerical error\u201d that\n\nimpacted certification); see also ECF No. 63 at 10 (collecting cases).3\n\nC.      The Competing Movants Fail to Provide \u201cProof\u201d to Rebut the Presumption in Favor\n        of Appointing Ever Capital and Ms. Rom\u00e1n Declara\n\n        1.      Ever Capital and Ms. Rom\u00e1n Declara are an Appropriate Group\n\n        Of the eight other movants, the only movant to challenge Ever Capital and Ms. Rom\u00e1n\n\nDeclara\u2019s collaboration is Mr. West. See ECF No. 62 at 3-4. Mr. West\u2019s contentions are wrong,\n\nignore the evidence before the Court and well-established precedent.\n\n        As set forth in greater detail in their opening brief, Ever Capital and Ms. Rom\u00e1n Declara\n\nare a paradigmatic Lead Plaintiff group. See ECF No. 43 at 8-11. \u201c[I]n this circuit, it is permissible\n\nfor small, cohesive groups . . . to be appointed collectively as lead plaintiff . . . as long those groups\n\n\n3\n  Mr. Stella\u2019s cited authority is distinguishable. In Khunt v. Alibaba Group Holding Ltd., the error\nconcerned the authority of the signatory. 102 F. Supp. 3d 523, 538 (S.D.N.Y. May 1, 2015). David\nv. British American Tobacco P.L.C. concerned \u201cdifferences in the rounding of the prices per share\u201d\nwhere the movant \u201ceasily satisfies the typicality prong[.]\u201d 2024 WL 4351311, at *6-7 (E.D.N.Y.\nSep. 30, 2024). In re Solar City Corp. Securities Litigation, found \u201ca transposing error\u201d to be\n\u201ctroubling\u201d but the opposing movant \u201cfail[ed] to identify [] any individualized defenses that are\nlikely to arise from [the] error,\u201d unlike here. 2017 WL 363274, at *6-7 (N.D. Cal. Jan. 25, 2017).\n\n\n                                                    6\n\f      Case 1:26-cv-00050-ALC            Document 73       Filed 03/27/26       Page 12 of 17\n\n\n\n\nare not too large and have evinced an ability (and a desire) to work collectively to manage the\n\nlitigation so that they are able to cooperate[ ] and pursu[e] the litigation separately and apart from\n\ntheir lawyers.\u201d In re Sesen Bio, Inc. Sec. Litig., 2022 WL 3996712, at *2 (S.D.N.Y. Sep. 1, 2022)\n\n(citations and internal quotations omitted).\n\n       Here, Ever Capital and Ms. Rom\u00e1n Declara\u2019s Joint Declaration establishes that they are a\n\nsmall and cohesive group: (i) of just two investors; (ii) who are sophisticated and have substantial\n\nexperience in financial markets; (iii) have a preexisting relationship, worked together for eight\n\nyears and see each other every business day; (iv) have a substantial stake in the litigation, and Ever\n\nCapital asserts the single largest loss of any qualified movant; (v) already demonstrated active\n\noversight of the litigation; and (vi) decided to seek joint Lead Plaintiff appointment because they\n\nbelieve their partnership will benefit the Class. See ECF No. 44-1 at \u00b6\u00b63-11.\n\n       Ever Capital and Ms. Rom\u00e1n Declara is precisely the type of group courts in this District\n\nand throughout the country have identified as ideally situated to represent the Class. See Yatsen,\n\n2023 WL 4684106, at *7 (concluding that movants \u201chave the ability to function cohesively and\n\nindependently of their counsel\u201d due, in part, to their \u201cpreexisting relationship\u201d); City of Hollywood\n\nPolice Officers Ret. Sys. v. Henry Schein, Inc., 2019 WL 13167890, at *5 (E.D.N.Y. Dec. 23,\n\n2019) (where movants \u201caver that they maintain a longstanding professional relationship\u201d predating\n\nthe litigation, \u201cskepticism\u201d of proposed lead plaintiff group \u201cnot warranted\u201d); Canson v. WebMD\n\nHealth Corp., 2011 WL 5331712, at *3 (S.D.N.Y. Nov. 7, 2011) (\u201cno evidence that [proposed\n\ngroup] combined their litigation efforts in bad faith\u201d where \u201cthe two parties have a pre-existing\n\nrelationship and have stated their intention to work together on behalf of the class\u201d).\n\n       Tellingly, Mr. West does not contend that Ever Capital and Ms. Rom\u00e1n Declara are\n\ncurrently unable to oversee the litigation as a cohesive group. Rather, Mr. West hypothesizes\u2014\n\n\n\n\n                                                  7\n\f      Case 1:26-cv-00050-ALC           Document 73        Filed 03/27/26      Page 13 of 17\n\n\n\n\nwithout citing authority\u2014that Ever Capital and Ms. Rom\u00e1n Declara\u2019s relationship \u201ccould later\n\nresult in disputes\u201d \u201c[s]hould\u201d it change in the future. ECF No. 62 at 3. This is precisely the type\n\nof speculation that courts routinely reject as insufficient. See, e.g., Tomaszewski v. Trevena, Inc.,\n\n383 F. Supp. 3d 409, 416-17 (E.D. Pa. May 29, 2019) (appointing group where movants \u201cproduced\n\nno evidence, as opposed to [] speculation, that [group] would not be able to function\u201d). If\n\nspeculation that there may be a disagreement was sufficient, every group would be disqualified,\n\nincluding married couples that could separate, or friends who could become estranged. This would\n\nrender the text of the PSLRA allowing \u201cgroup[s]\u201d a dead letter. 15 U.S.C. \u00a7 78u-4(a)(3)(B)(iii)(I).\n\n       Similarly, Mr. West nit-picks the Joint Declaration to claim that it does not give specifics\n\nas to how Ever Capital and Ms. Rom\u00e1n Declara will resolve potential disagreements, should they\n\never arise. See ECF No. 62 at 3. Again, it is conjecture to claim that there might be a future\n\ndisagreement, and it is a strange argument to make given Mr. Canadell Mora and Ms. Rom\u00e1n\n\nDeclara work together every day collaborating and resolving any different viewpoints they may\n\nhave. See ECF No. 44-1 at \u00b6\u00b63-6. Regardless, courts routinely appoint groups that \u201cattest[] to\n\nmanage the litigation efficiently, achieve the best possible result,\u201d and \u201cneed not spell out chapter\n\nand verse their conflict resolution mechanisms[.]\u201d See, e.g., In re Sequans Commc\u2019ns S.A. Sec.\n\nLitig., 289 F. Supp. 3d 416, 424 n.9 (E.D.N.Y. 2018); Chahal v. Credit Suisse Group AG, 2018\n\nWL 3093965, at *6 (S.D.N.Y. June 21, 2018) (appointing group that \u201cdecide[d] upon a dispute\n\nresolution mechanism in the unlikely event [they] are not able to reach consensus on any issue\u201d).4\n\n\n\n4\n  Mr. West\u2019s cited authority is inapposite. City of Monroe Employees\u2019 Retirement System v.\nHartford Financial Services Group, Inc. held that a group of two sophisticated investors \u201chas been\napproved by this and other courts, and we see no reason that such a pairing would be counter to\nthe PSLRA.\u201d 269 F.R.D. 291, 294-96 (S.D.N.Y. 2010). In re Petrobras Sec. Litig. involved\n\u201cwholly artificial groupings\u201d of unrelated members represented by multiple law firms. 104 F.\nSupp. 3d 618, 622-23 (S.D.N.Y. May 17, 2025). Varghese v. China Shenghuo Pharm. Holdings,\nInc., 589 F. Supp. 2d 388, 394 (S.D.N.Y. 2008) addressed an unrelated group that provided \u201cno\n\n\n                                                 8\n\f      Case 1:26-cv-00050-ALC            Document 73        Filed 03/27/26      Page 14 of 17\n\n\n\n\n       2.      Iron Workers is not \u201cthe sole institutional movant\u201d\n\n       Iron Workers is the remaining movant with the smallest financial interest. Its lead\n\nargument\u2014that it should be appointed Lead or Co-Lead Plaintiff because it is \u201cthe sole\n\ninstitutional movant\u201d\u2014is wrong on the facts. ECF No. 59 at 1. Ever Capital is also \u201ca\n\nsophisticated institutional investor\u201d that is a \u201clicensed securities firm organized as a public limited\n\ncompany.\u201d ECF Nos. 43 at 2; 44-1 at \u00b63. Iron Workers does not claim that Ever Capital is not an\n\n\u201cinstitutional movant\u201d\u2014Iron Workers simply has the facts wrong.\n\n       3.      Ever Capital and Ms. Rom\u00e1n Declara Can Assert Securities Act Claims\n\n       Iron Workers also claims that it is the only movant that has standing to pursue Securities\n\nAct claims because it purchased shares \u201cdirectly\u201d pursuant to the registration statement in Fermi\u2019s\n\nIPO. See ECF No. 59 at 5-8. But the Class is defined to include purchasers of shares that are\n\n\u201ctraceable\u201d to the IPO, not just those that bought \u201cdirectly\u201d in the IPO. See ECF No. 1 \u00b61.\n\n       Shares are \u201ctraceable\u201d to the IPO when the only shares in the open market are those issued\n\npursuant to the IPO. In re Arqit Quantum Inc. Sec. Litig., 774 F. Supp. 3d 505, 532 (E.D.N.Y.\n\nMar. 28, 2025) (shares traceable when \u201cthe only [] securities in the market at the time [plaintiff]\n\npurchased [] were [] shares [] issued pursuant and traceable to the Registration Statement\u201d).\n\n       Here, the IPO took place on October 1, 2025, and Ever Capital and Ms. Rom\u00e1n Declara\n\nbought shares on November 3, 4, 5 and 7, 2025 that are traceable to the IPO, and suffered damages\n\non those purchases. See ECF No. 44-3 at 4, 6. Ever Capital and Ms. Rom\u00e1n Declara therefore have\n\nstanding under the Securities Act because their purchases are \u201ctraceable to the particular registration\n\nstatement alleged to be false or misleading.\u201d See Arqit, 774 F. Supp. 3d at 531.\n\n\n\n\nevidentiary support attesting to its ability to work together . . . [or] whether a pre-litigation\nrelationship existed\u201d).\n\n\n                                                  9\n\f      Case 1:26-cv-00050-ALC              Document 73        Filed 03/27/26       Page 15 of 17\n\n\n\n\n        Iron Workers contends, however, that Ever Capital and Ms. Rom\u00e1n Declara cannot trace to\n\nthe IPO claiming that new shares entered the market. See ECF No. 59 at 6-8. Once again, Iron\n\nWorkers has the facts wrong. Iron Workers points to an S-8 that Fermi filed with the SEC on October\n\n17, 2025 registering shares under the Company\u2019s Long Term Incentive Plan (\u201cLTIP\u201d). Iron Workers\n\nthen assumes that the filing of the S-8 meant those shares were issued, sold and entered the market.\n\nThe S-8 only says shares \u201cmay be issued\u201d and \u201cmay be delivered\u201d in the future. ECF No. 60-2 at\n\n4. In fact, shares for the 2025 LTIP must first be awarded, then vested, and finally sold before they\n\nenter the market. See id.\n\n        Iron Workers provides zero evidence supporting that new shares entered the market prior to\n\nEver Capital and Ms. Rom\u00e1n Declara\u2019s purchases. Accordingly, Ever Capital and Ms. Rom\u00e1n\n\nDeclara can trace and have standing to assert Securities Act claims. See Arqit, 774 F. Supp. 3d at\n\n531 (rejecting \u201cfaulty premise that the operative event for purposes of determining traceability is the\n\nissuance of the registration statement. Not so. Rather, the relevant event is the entrance into the\n\nmarket of securities issued pursuant to a [] registration statement\u201d).5\n\n        Iron Workers implicitly acknowledges the weakness of its arguments because, in the\n\nalternative, it seeks to be appointed Co-Lead Plaintiff. See ECF 59 at 8-9. There is no need to\n\n\u201cfracture the leadership\u201d with an additional Co-Lead Plaintiff and Co-Lead Counsel. Manchin v.\n\nPACS Group, Inc., 2025 WL 460775, at *4 (S.D.N.Y. Feb. 11, 2025). Ever Capital and Ms. Rom\u00e1n\n\nDeclara can represent the entire class.\n\n\n\n\n5\n  Even if Ever Capital and Ms. Rom\u00e1n Declara lacked standing for Securities Act claims, it is black-\nletter law that a Lead Plaintiff need not have standing on every claim. The Lead Plaintiff can add\nadditional plaintiffs later in the case, if necessary. See Hevesi v. Citigroup Inc., 366 F.3d 70, 82-83\n(2d Cir. 2004) (\u201cit is inevitable that, in some cases, the lead plaintiff will not have standing to sue on\nevery claim,\u201d and that the PSLRA \u201cdoes not in any way prohibit the addition of named plaintiffs to\naid the lead plaintiff in representing a class\u201d).\n\n\n                                                   10\n\f     Case 1:26-cv-00050-ALC   Document 73     Filed 03/27/26        Page 16 of 17\n\n\n\n\nDated: March 27, 2026                     Respectfully submitted,\n\n                                          BLEICHMAR FONTI & AULD LLP\n\n                                            /s/ Javier Bleichmar\n                                          Javier Bleichmar\n                                          300 Park Avenue, Suite 1301\n                                          New York, New York 10022\n                                          Telephone: (212) 789-1340\n                                          Facsimile: (212) 205-3960\n                                          jbleichmar@bfalaw.com\n\n                                          -and-\n\n                                          Ross Shikowitz\n                                          75 Virginia Road\n                                          White Plains, New York 10603\n                                          Telephone: (914) 265-2991\n                                          Facsimile: (212) 205-3960\n                                          rshikowitz@bfalaw.com\n\n                                          -and-\n\n                                          Adam C. McCall (pro hac vice forthcoming)\n                                          1330 Broadway, Suite 630\n                                          Oakland, California 94612\n                                          Telephone: (212) 789-2303\n                                          Facsimile: (415) 445-4020\n                                          amccall@bfalaw.com\n\n                                          Counsel for Proposed Lead Plaintiff Ever\n                                          Capital Investments S.V., S.A. and Maria\n                                          Patricia Rom\u00e1n Declara, and Proposed Lead\n                                          Counsel for the Putative Class\n\n\n\n\n                                     11\n\f      Case 1:26-cv-00050-ALC           Document 73        Filed 03/27/26      Page 17 of 17\n\n\n\n\n                      CERTIFICATION OF WORD-COUNT COMPLIANCE\n\n       The undersigned hereby certifies that the foregoing brief complies with the word limit set\n\nforth in Local Civil Rule 7.1(c). The word count, exclusive of the caption, any index, table of\n\ncontents, table of authorities, signature blocks, or any required certificates, is 3,595 according to\n\nthe word-processing system used to prepare the document.\n\nDated: March 27, 2026                                  /s/ Javier Bleichmar\n                                                           Javier Bleichmar\n\n\n\n\n                                                 12\n\f","ocr_status":1,"date_upload":"2026-05-11T06:07:05.037744-07:00","document_number":"73","attachment_number":null,"pacer_doc_id":"127039322753","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Reply Memorandum of Law in Support of Motion","acms_document_guid":""}],"date_created":"2026-03-27T22:10:04.911759-07:00","date_modified":"2026-03-27T22:10:04.918114-07:00","date_filed":"2026-03-27","time_filed":"23:31:12","entry_number":73,"recap_sequence_number":"2026-03-27.001","pacer_sequence_number":364,"description":"","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/458885220/","id":458885220,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/72106801/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/473898635/","id":473898635,"tags":[],"absolute_url":"/docket/72106801/70/lupia-v-fermi-inc/","date_created":"2026-03-27T20:11:10.960002-07:00","date_modified":"2026-05-12T02:46:55.590673-07:00","sha1":"a4b118857a7b89b4afdc25f9b739dc062d288891","page_count":8,"file_size":155984,"filepath_local":"recap/gov.uscourts.nysd.655672/gov.uscourts.nysd.655672.70.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.655672/gov.uscourts.nysd.655672.70.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"      Case 1:26-cv-00050-ALC            Document 70   Filed 03/27/26   Page 1 of 8\n\n\n\n\n                         UNITED STATES DISTRICT COURT\n                        SOUTHERN DISTRICT OF NEW YORK\n\n\nSALVATORE LUPIA, Individually\nand on Behalf of All Others Similarly\nSituated,\n\n       Plaintiff,\n\nv.\n                                               Case No. 1:26-CV-00050-MKV\nFERMI INC., TOBY NEUGEBAUER,\n                                               CLASS ACTION\nMILES EVERSON, GRIFFIN PERRY,\nJACOBO ORTIZ, MARIUS HAAS, RICK\n                                               REPLY IN FURTHER SUPPORT OF\nPERRY, CORDEL ROBBIN-COKER, LEE\n                                               SCOTT WEST\u2019S MOTION FOR\nMCINTIRE, UBS SECURITIES LLC,\n                                               APPOINTMENT AS LEAD PLAINTIFF\nEVERCORE GROUP L.L.C., CANTOR\n                                               AND APPROVAL OF LEAD\nFITZGERALD & CO., MIZUHO\n                                               PLAINTIFF\u2019S SELECTION OF LEAD\nSECURITIES USA LLC, MACQUARIE\n                                               COUNSEL\nCAPITAL (USA) INC., ROTHSCHILD &\nCO US INC., STIFEL, NICOLAUS &\nCOMPANY, INCORPORATED, TRUIST\nSECURITIES, INC., BERENBERG\nCAPITAL MARKETS LLC, and PANMURE\nLIBERUM LIMITED,\n\n       Defendants.\n\f        Case 1:26-cv-00050-ALC          Document 70        Filed 03/27/26      Page 2 of 8\n\n\n\n\n       Proposed Lead Plaintiff Scott West respectfully submits this Reply in further support of\n\nhis Motion for Appointment as Lead Plaintiff and Approval of Lead Plaintiff\u2019s Selection of\n\nCounsel. ECF No. 32 (the \u201cMotion\u201d), and in opposition to the competing motions of New England\n\nIron Workers (ECF Nos. 17, 59), Joseph Stella (ECF Nos. 23, 61), and Ever Capital Investments\n\nS.V., S.A. (\u201cEver Capital\u201d) and Maria Patricia Rom\u00e1n Declara (ECF Nos. 43, 63).\n\n       As Mr. West stated in his Response, Mr. Stella and the group of Ever Capital and Ms.\n\nRom\u00e1n Declara both fail to satisfy the requirements of Rule 23. See ECF No. 62 at 2-4. Mr. Stella\u2019s\n\ncertification contained material errors, and his options transactions render him atypical of the\n\nClass. See id. at 1-2. Ever Capital and Ms. Rom\u00e1n Declara are also inadequate because they have\n\nnot \u201cproffer[ed] an evidentiary showing\u201d that their \u201cgrouping would best serve the class.\u201d See\n\nVarghese v. China Shenghuo Pharm. Holdings, Inc., 589 F. Supp. 2d 388, 392 (S.D.N.Y. 2008).\n\nThey did not detail a specific plan to resolve future disputes, and their employer-employee\n\nrelationship presents an inherent economic conflict of interest with Ms. Rom\u00e1n Declara\u2019s would-\n\nbe fiduciary duties to the putative class. See City of Monroe Employees\u2019 Ret. Sys. v. Hartford Fin.\n\nServs. Group, Inc., 269 F.R.D. 291, 294 n. 5 (S.D.N.Y. 2010). While she remains employed, her\n\ninterest in maintaining her job may prevent her from making decisions contrary to Ever Capital\u2019s\n\nwishes yet in the best interests of the putative class. And should she lose her position at Ever\n\nCapital, Ms. Rom\u00e1n Declara\u2019s continued cooperation with Ever Capital might easily become\n\ncompromised. Securities class actions often take years to litigate, and the class should not be\n\nsaddled with a lead plaintiff that is presently conflicted and may in the future instead become\n\nunable to work together.\n\n       Ever Capital would also be subject to unique adequacy challenges because, unlike the\n\nretirement funds that typically seek to lead these cases, Ever Capital does not act as a fiduciary to\n\n\n\n                                                 1\n\f          Case 1:26-cv-00050-ALC          Document 70        Filed 03/27/26      Page 3 of 8\n\n\n\n\nits clients. Ever Capital\u2019s Policy of Conflicts of Interest,1 translated from Spanish to English by\n\nMr. West\u2019s counsel, states that, \u201cThe Company has a clear procedure for managing and resolving\n\nconflicts of interest that may arise in its activities\u2026 In cases where it is not possible to completely\n\neliminate the conflict, the Company will inform the client before providing the service, describing\n\nthe nature and origin of the conflict and the measures taken to mitigate it.\u201d See Exhibit A at 12-13.\n\nThus, conflicts \u201cbetween the Company and its clients,\u201d \u201cbetween different clients of the\n\nCompany,\u201d and \u201cbetween employees, managers, or related persons and the Company,\u201d among\n\nother conflicts, could occur and Ever Capital would proceed regardless. Id. at 6. For example, Ever\n\nCapital has stated that it may \u201coperate[] on its own account on the same instruments on which it\n\nprovides investment services to its clients\u201d and that it may \u201cobtain a financial benefit or avoid a\n\nloss at the expense of the client.\u201d Id. This type of conduct is anathema to the fiduciary\n\nresponsibility of a lead plaintiff towards the putative class.\n\n          As the remaining movant with the largest financial interest in this case who also satisfies\n\npreliminary typicality and adequacy, Mr. West is entitled to the strong presumption that he is the\n\n\u201cmost adequate plaintiff.\u201d See 15 U.S.C. \u00a777z-1(a)(3)(B)(i), \u00a778u-4(a)(3)(B)(i). Once this\n\npresumption is triggered, it can be rebutted only \u201cupon proof\u201d that Mr. West is inadequate or\n\natypical. 15 U.S.C. \u00a7 78u-4(a)(3)(B)(iii)(II). Because there is no proof suggesting Mr. West would\n\nbe inadequate or atypical, Mr. West should be appointed lead plaintiff.\n\n          The only other remaining movant, New England Iron Workers, has not claimed that Mr.\n\nWest would be inadequate or atypical. Mr. Stella and Ever Capital and Ms. Rom\u00e1n Declara\n\nlikewise made no such arguments. This is because no proof exists to rebut the presumption that\n\nMr. West is the most adequate plaintiff. With no way to directly rebut Mr. West, New England\n\n\n\n1\n    Available at: https://evercapitalsv.com/es/mifid/.\n                                                   2\n\f        Case 1:26-cv-00050-ALC            Document 70         Filed 03/27/26      Page 4 of 8\n\n\n\n\nIron Workers instead argues it should be appointed because it is an institutional investor and that\n\nno other movants purchased shares traceable to Fermi\u2019s IPO. Both arguments fail.\n\n        First, New England Iron Workers\u2019 institutional status does not allow it to bypass the\n\nPSLRA\u2019s statutory selection process. See 15 U.S.C. \u00a777z-1(a)(3)(B)(iii), \u00a778u-4(a)(3)(B)(iii).\n\nNew England Iron Workers\u2019 estimated loss of $120,216.39 is about half of Mr. West\u2019s estimated\n\nloss of $237,942.62. In other words, New England Iron Workers\u2019 interest in the outcome of this\n\ncase is about half that of Mr. West. Even though Congress intended to encourage institutional\n\ninvestors, the PSLRA\u2019s preference for the investor with the larger loss is clear. See McCormack v.\n\nDingdong (Cayman) Ltd., 2023 WL 3750162, at *3 (S.D.N.Y. June 1, 2023) (\u201cthe lead plaintiff\n\nselection process is designed to incentivize investors with large financial incentives to participate\n\nin litigation\u201d).\n\n        Indeed, many courts have clarified that movants\u2019 \u201cstatus as institutional investors do not\n\nprovide any presumption that they would be more adequate lead plaintiffs than an individual\n\ninvestor with a larger financial interest.\u201d See, e.g., Zhu v. UCBH Holdings, Inc., 682 F. Supp. 2d\n\n1049, 1054 (N.D. Cal. 2010) (citing In re Cavanaugh, 306 F.3d 726, 737 n.20 (9th Cir. 2002) (\u201cIf\n\nfinancial sophistication had been Congress\u2019s principal concern, it would not have made the\n\nplaintiff who lost the most money the presumptive lead plaintiff.\u201d)); Cavanaugh, 306 F.3d 738\n\n(\u201cEach of the [PSLRA\u2019s] provisions serves the purposes disclosed in [its] legislative history, and\n\ntogether they are calculated to achieve the very goals the legislative history discusses.\u201d); S. Rep.\n\nNo. 104-98, at 11 (1995), reprinted in 1995 U.S.C.C.A.N. 679, 690 (\u201cThe Committee intends to\n\nincrease the likelihood that institutional investors will serve as lead plaintiffs by requiring the court\n\nto presume that the member of the purported class with the largest financial stake in the relief is\n\nthe \u2018most adequate plaintiff.\u2019\u201d).\n\n\n\n                                                   3\n\f            Case 1:26-cv-00050-ALC        Document 70        Filed 03/27/26       Page 5 of 8\n\n\n\n\n        Under the PSLRA, \u201cOnce the court identifies the plaintiff with the largest stake in the\n\nlitigation, further inquiry must focus on that plaintiff alone and be limited to determining whether\n\nhe satisfies the other statutory requirements.\u201d Khunt v. Alibaba Grp. Holding Ltd., 102 F. Supp.\n\n3d 523, 535 (S.D.N.Y. 2015) (citations and quotation marks omitted). So \u201ca district court\u2019s belief\n\nthat \u2018another plaintiff may be \u201cmore typical\u201d or \u201cmore adequate\u201d is of no consequence. So long as\n\nthe plaintiff with the largest losses satisfies the typicality and adequacy requirements, he is entitled\n\nto lead plaintiff status, even if the district court is convinced that some other plaintiff would do a\n\nbetter job.\u2019\u201d Id. at 535-36 (quoting Cavanaugh, 306 F.3d at 732); see also In re Cendant Corp.\n\nLitig., 264 F.3d 201, 262 (3d Cir.2001) (\u201cOnce the court has identified the movant with \u2018the largest\n\nfinancial interest in the relief sought by the class,\u2019 it should then turn to the question whether that\n\nmovant \u2018otherwise satisfies the requirements of Rule 23 of the Federal Rules of Civil\n\nProcedure\u2019....\u201d). New England Iron Workers\u2019 institutional status neither overrides nor displaces\n\nMr. West\u2019s presumptive status as the most adequate plaintiff pursuant to the PSLRA\u2019s selection\n\ncriteria.\n\n        Second, New England Iron Workers has not demonstrated that it is the only movant to\n\npurchase shares \u201ctraceable to\u201d Fermi\u2019s Registration Statement for its October 1, 2025 IPO. See\n\nECF No. 59 at 2. The purpose of Fermi\u2019s Form S-8, filed with the SEC on October 17, 2025, was\n\nthe \u201cregistration of securities for employees\u201d \u201cpursuant to future grants of equity-based awards\n\nunder the Fermi Inc. 2025 Long-Term Incentive Plan (the \u201c2025 LTIP\u201d).\u201d The 2025 LTIP granted\n\n\u201cIncentive Stock Options, Nonqualified Stock Options, Stock Appreciation Rights, Restricted\n\nStock, Restricted Stock Units, Performance Awards, Dividend Equivalent Rights, Tandem\n\nAwards, and Other Awards.\u201d The Form S-8 was not a direct public offering or immediate stock\n\nsale to the market, and Mr. West purchased stock only three days later, on October 20, 2025. New\n\n\n\n                                                   4\n\f        Case 1:26-cv-00050-ALC            Document 70         Filed 03/27/26      Page 6 of 8\n\n\n\n\nEngland Iron Workers does not allege that any Fermi employees could have sold or did in fact sell\n\nany stock granted from 2025 LTIP in the weeks after the Form S-8 was filed.\n\n        Moreover, none of the cases cited by New England Iron Workers indicate that a Form S-8\n\nregistering long-term incentive plan shares would have any impact on IPO traceability. The Pivotal\n\nand Freshworks opinions involved known, unregistered sales after lock-up periods expired and\n\nAriad involved a secondary offering. See ECF No. 59 at 8; Doherty v. Pivotal Software, Inc., 2019\n\nWL 5864581, at *9-*11 (N.D. Cal. Nov. 8, 2019); Sundaram v. Freshworks Inc., 2023 WL\n\n1819158, at *4-*5 (N.D. Cal. Feb. 8, 2023); In re Ariad Pharms., Inc. Sec. Litig., 842 F.3d 744,\n\n756 (1st Cir. 2016). In contrast, the Second Circuit in Flag Telecom upheld the decision that certain\n\nshares were \u201ctraceable\u201d to an IPO even after employees exercised \u201ca significant number of stock\n\noptions pursuant to the Company\u2019s Long Term\u2013Incentive Plan\u201d because the defendants \u201cproduced\n\nno evidence that LTIP shares were actually sold in the market\u201d at the relevant time. In re Flag\n\nTelecom Holdings, Ltd. Sec. Litig., 574 F.3d 29, 42 (2d Cir. 2009). Here, New England Iron\n\nWorkers has not even shown that any employee options were exercised and has likewise produced\n\nno proof to show that LTIP shares were able to enter the market only three days after being\n\nregistered.\n\n        Even if traceability was an issue, which it is not, it still would not lead to the appointment\n\nof New England Iron Workers. See Hevesi v. Citigroup Inc., 366 F.3d 70, 82 (2d Cir. 2004)\n\n(\u201cRather, because the PSLRA mandates that courts must choose a party who has, among other\n\nthings, the largest financial stake in the outcome of the case, it is inevitable that, in some cases, the\n\nlead plaintiff will not have standing to sue on every claim.\u201d).\n\n        In sum, there are no facts that could dispute Mr. West\u2019s typicality and adequacy to represent\n\nthe Class. As a result, Mr. West respectfully requests that the Court grant his Motion, appoint Mr.\n\n\n\n                                                   5\n\f       Case 1:26-cv-00050-ALC           Document 70       Filed 03/27/26      Page 7 of 8\n\n\n\n\nWest as Lead Plaintiff, and approve his selection of Block & Leviton as Lead Counsel. See 15\n\nU.S.C. \u00a777z-1(a)(3)(B)(iii), \u00a778u-4(a)(3)(B)(iii).\n\nDATED: March 27, 2026                          Respectfully submitted,\n\n                                               /s/ Jeffrey C. Block\n                                               Jeffrey C. Block\n                                               Jacob A. Walker (pro hac vice forthcoming)\n                                               Sarah E. Delaney\n                                               BLOCK & LEVITON LLP\n                                               260 Franklin Street, Suite 1860\n                                               Boston, MA 02110\n                                               (617) 398-5600 phone\n                                               jeff@blockleviton.com\n                                               jake@blockleviton.com\n                                               sarah@blockleviton.com\n\n                                               Counsel for Plaintiff Scott West\n\n\n\n\n                                                 6\n\f       Case 1:26-cv-00050-ALC          Document 70        Filed 03/27/26      Page 8 of 8\n\n\n\n\n                             WORD COUNT CERTIFICATION\n\n       I, Sarah E. Delaney, certify that this Reply in further support of Mr. West\u2019s Motion contains\n\n1,898 words and complies with the word count limitation of Local Civil Rule 7.1(c)\n\n\n                                                      /s/ Sarah E. Delaney\n                                                      Sarah E. Delaney\n                                                      BLOCK & LEVITON LLP\n                                                      260 Franklin Street, Suite 1860\n                                                      Boston, MA 02110\n                                                      (617) 398-5600 phone\n                                                      sarah@blockleviton.com\n\n                                                      Counsel for Plaintiff Scott West\n\n\n\n\n                                                7\n\f","ocr_status":2,"date_upload":"2026-05-11T06:07:42.854431-07:00","document_number":"70","attachment_number":null,"pacer_doc_id":"127039322482","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Reply Memorandum of Law in Support of Motion","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/478736930/","id":478736930,"tags":[],"absolute_url":"/docket/72106801/70/1/lupia-v-fermi-inc/","date_created":"2026-05-11T06:08:08.958061-07:00","date_modified":"2026-05-12T03:10:10.881692-07:00","sha1":"5be4013e0f36c1f8e4aa0ec4409cd91bd1b0bb64","page_count":14,"file_size":2470516,"filepath_local":"recap/gov.uscourts.nysd.655672/gov.uscourts.nysd.655672.70.1.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.655672/gov.uscourts.nysd.655672.70.1.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case 1:26-cv-00050-ALC   Document 70-1   Filed 03/27/26   Page 1 of 14\n\n\n\n\n                          POLICY OF\n\n                  CONFLICTS OF INTEREST\n\n           EVER CAPITAL INVESTMENTS, SV, S.A.\n\f Case 1:26-cv-00050-ALC                   Document 70-1           Filed 03/27/26      Page 2 of 14\n\n\n\n                             CONFLICT OF INTEREST POLICY\n\n                                        DOCUMENTARY RECORD\n\n\n\n Process Owner:                      Regulatory Compliance\n\n\n\n\n                          FECHA                        ORGANIZATIONAL UNIT\n\n    Elaborated          14/07/2025        Regulatory Compliance\n\n\n    Revised             15/07/2025        Internal Control\n\n\n    Approved            30/07/2025        Board of Directors\n\n\n\n\nEDIT CONTROL\n\n\n            FECHA                       EDITION                           CONCEPT\n\n         30/07/2025                     V1 Min_                       Policy development\n\n\n\n\nConflicts of interest                                 Ed. 01                   Approval date: 30/07/2025\n                                                                               Page 2 of 14\n\f Case 1:26-cv-00050-ALC            Document 70-1       Filed 03/27/26     Page 3 of 14\n\n\n\nINDEX\n\n\n\n1. OBJECT, SCOPE AND REGULATORY FRAMEWORK.4\n\n  1.1. OBJECTIVE OF THE POLICY.4\n\n  1.2. SCOPE AND APPLICATION.4\n\n  1.3. APPLICABLE REGULATORY FRAMEWORK.4\n\n  1.4. GENERAL PRINCIPLES OF ACTION.4\n\n2. DEFINITIONS AND KEY CONCEPTS.5\n\n  2.1. DEFINITION OF CONFLICT OF INTEREST.5\n\n  2.2. COMPETENT PERSONS AND RELATED PERSONS.5\n\n  2.3. SEPARATE AREAS AND FUNCTIONS WITH RISK OF CONFLICT.5\n\n  2.4. TYPES OF CONFLICT.6\n\n  2.5. IDENTIFICATION CRITERIA.6\n\n3. CATALOGUE OF POTENTIAL AND ACTUAL CONFLICTS OF INTEREST.7\n\n  3.1. CONFLICTS BETWEEN THE COMPANY AND ITS CUSTOMERS.7\n\n  3.2. CONFLICTS BETWEEN DIFFERENT CLIENTS OF THE COMPANY.7\n\n  3.3. CONFLICTS BETWEEN AREAS OR UNITS OF SOCIETY.8\n\n  3.4. CONFLICTS ARISING FROM PERSONAL TRANSACTIONS.8\n\n  3.5. CONFLICTS WITH RELATED PARTIES AND RELATED PERSONS.8\n\n  3.6. CONFLICTS ARISING FROM INCENTIVES, GIFTS OR INVITATIONS.8\n\n  3.7. CONFLICTS ARISING FROM PRODUCT GOVERNANCE AND REMUNERATION .. 9 3.8.\n  CONFLICTS OVER THE USE OF CONFIDENTIAL OR PRIVILEGED INFORMATION.9\n\n\n  3.9. CATALOGUE UPDATE.9\n\n4. GENERAL PREVENTION MEASURES.10\n\n5. SPECIFIC CONFLICT MANAGEMENT MEASURES.11\n\n6. RECORDS AND CONTROL SYSTEMS.12\n\n7. RESOLUTION AND ESCALATION PROCEDURE.12\n\n8. TRAINING AND CULTURE OF COMPLIANCE.13\n\n9. RECORDING AND COMMUNICATION SYSTEMS FOR CONFLICTS OF INTEREST RAISED. 13\n\n\n\n\n Conflicts of interest                        Ed. 01               Approval date: 30/07/2025\n                                                                   Page 3 of 14\n\f Case 1:26-cv-00050-ALC                       Document 70-1                 Filed 03/27/26     Page 4 of 14\n\n\n\n1. OBJECT, SCOPE AND REGULATORY FRAMEWORK\n\n\n     1.1. OBJECTIVE OF THE POLICY\n\nThe purpose of this Conflict of Interest Management Policy is to establish the general principles,\ncriteria and procedures applied by EVER CAPITAL INVESTMENTS, S.V., S.A. (hereinafter, \u201cCompany\u201d)\nto identify, prevent, manage and, where appropriate, communicate possible conflicts of interest\nthat may arise in the course of its business, ensuring at all times the primacy of the interests of its\nclients.\n\nThe essential objective of this Policy is to ensure that the organizational structure, internal control\nmechanisms and measures adopted by the Company are appropriate to its nature, scale and\ncomplexity, preventing any potential or actual conflict of interest from harming the interests of\ncustomers or the integrity of the market.\n\n     1.2. SCOPE AND APPLICATION\n\nThis Policy applies to all investment and ancillary activities and services provided by the Company,\nas well as any other complementary or related activities that may give rise to a conflict of interest.\nIts scope includes all competent persons of the Company (employees, directors, board members,\nand partners, as well as persons related to the foregoing as defined in applicable regulations).\n\n\nThis Policy also applies to conflicts between the Company and its customers, two or more\ncustomers of the Company, and departments of the Company whose activities may conflict.\n\nThis Policy is complemented by the Internal Code of Conduct (RIC) and by the specific internal\ncontrol and authorization procedures, where the operational measures for exclusive application at\nthe internal level are developed.\n\n     1.3. APPLICABLE REGULATORY FRAMEWORK\n\n\n     \u2022   This Policy is approved in compliance with the provisions of current regulations on\n     securities markets and investment services, in particular:\n     \u2022 Law 6/2023, of March 17, on Securities Markets and Investment Services, especially articles\n     176, 198 and 218, relating to the obligation to have effective organizational and ad\n     ministrative measures to prevent, detect and manage conflicts of interest.\n     \u2022   Royal Decree 813/2023, of November 8, on the legal regime of investment services\n     companies and other entities that provide investment services.\n     \u2022 Delegated Regulation (EU) 2017/565 of 25 April 2016 supplementing Directive 2014/65/EU\n     (MiFID II) with regard to organisational requirements and operating conditions of investment\n     firms, in particular Article 34 thereof.\n     \u2022   CNMV Circular 1/2014, on the internal organization requirements and control functions of\n     entities that provide investment services.\n\nThe Company undertakes to keep this Policy permanently updated to reflect regulatory\ndevelopments, CNMV supervisory recommendations and changes in the Company's structure or\nactivity.\n\n     1.4. GENERAL PRINCIPLES OF ACTION\n\nThe Society operates in accordance with the following guiding principles:\n\n\n     \u2022   Primacy of the customer's interest: all actions must be aimed at protecting the customer\n     from any real or potential conflict of interest.\n     \u2022 Independence and objectivity: decisions made in the provision of investment services must\n     be made with full independence from one's own interests or those of third parties.\n     \u2022   Diligence and transparency: professional, honest and equitable management of the\n     interests of all clients will be guaranteed.\n\n\n\n Conflicts of interest                                      Ed. 01                      Approval date: 30/07/2025\n                                                                                        Page 4 of 14\n\f Case 1:26-cv-00050-ALC                         Document 70-1                 Filed 03/27/26       Page 5 of 14\n\n\n\n     \u2022   Prevention and effective management: organizational and control measures will be applied to\n     prevent conflicts of interest from materializing or, where appropriate, to mitigate their impact.\n     \u2022    Traceability and documentation: all identification, analysis or resolution of a conflict of\n     interest will be duly documented and preserved.\n     \u2022 Communication and training: all competent persons will be informed of the obligations\n     arising from this Policy and trained periodically in compliance with it.\n\nResponsible parties and involved bodies\n\n\nThe ultimate responsibility for compliance with this Policy lies with the Board of Directors, which\napproves and oversees its implementation and effectiveness.\n\nThe RIC Monitoring Body and the Regulatory Compliance Unit are responsible for its effective\nimplementation, coordination, and ongoing supervision, including:\n\n     \u2022     Identification and updating of the catalog of conflicts of interest.\n     \u2022      Verification of compliance with preventive measures.\n     \u2022    The proposal of improvements or modifications in response to new circumstances.\n\n     \u2022      The periodic information to the Board of Directors on the results of the supervision.\n\n2. DEFINITIONS AND KEY CONCEPTS\n\n     2.1. DEFINITION OF CONFLICT OF INTEREST\n\nA conflict of interest is considered to be any situation in which the interests of the Company,\ncompetent persons or any person acting on its behalf or under its control, may conflict with the\ninterests of one or more clients, or in which the interests of different clients of the Company may\noppose each other, generating a significant risk of harm to one of them or to the integrity of the\nmarket.\n\nConflicts of interest can be real, potential or apparent, and can arise from the provision of\ninvestment or auxiliary services as well as from other related or complementary activities carried\nout by the Company.\n\nIn all cases, the Company shall adopt the necessary organizational, administrative and control\nmeasures to identify, prevent, manage and, where appropriate, communicate their existence to t\nhe client in a transparent and timely manner.\n\n     2.2. COMPETENT PERSONS AND RELATED PERSONS\n\nFor the purposes of this Policy, competent persons are considered to be all those who, directly or\nindirectly, participate in the provision of investment or ancillary services, or in activities that may\ngive rise to a conflict of interest, including:\n\n     \u2022     The members of the Board of Directors of the Company.\n     \u2022   The partners of the Company, to the extent that they hold a significant stake or exert\n     relevant influence over its management or strategy.\n     \u2022     The directors, employees and agents of the Company.\n     \u2022   Linked agents, if any.\n     \u2022   Natural persons whose services are provided under the control or supervision of the\n     Company or its agents, participating in the provision of investment services.\n     \u2022 Any other external natural or legal person who participates in the provision of services to the\n     Company under a delegation or collaboration agreement, when their actions may generate a\n     conflict of interest.\n\nAlso considered as persons linked to the above are those who maintain family, economic or control\nrelationships with them, in accordance with the provisions of article 2.1.j) of Delegated Regulation\n(EU) 2017/565, and the Internal Code of Conduct.\n\n     2.3. SEPARATE AREAS AND FUNCTIONS WITH RISK OF CONFLICT\n\n\n Conflicts of interest                                       Ed. 01                         Approval date: 30/07/2025\n                                                                                            Page 5 of 14\n\f Case 1:26-cv-00050-ALC                     Document 70-1              Filed 03/27/26           Page 6 of 14\n\n\n\nIn order to preserve independence and avoid the exchange of sensitive information, the Company\nidentifies and maintains separate areas within its organizational structure. These include, among\nothers, the following:\n\n     \u2022     Discretionary Portfolio Management Area.\n     \u2022     Markets and Self-Employment Area.\n\n\nStaff assigned to a separate area may not simultaneously perform functions in another area that\ncould give rise to conflicts of interest.\n\n     2.4. TYPES OF CONFLICT\n\nThe Society has identified the following general types of conflicts of interest that may arise in the\ncourse of its activities:\n\na) Between the Company and its clients\n\n     \u2022    When the Company or a related person can obtain a financial benefit or avoid a loss at the\n     expense of the client.\n     \u2022    When the Company has its own interest in the outcome of a service or operation that is\n     different from the interest of the client.\n     \u2022    When the Company receives incentives or benefits from third parties in relation to a\n     service provided to the client, other than the usual commissions.\n     \u2022    When the Company operates on its own account on the same instruments on which it\n     provides investment services to its clients.\n\nb) Between different clients of the Company\n\n     \u2022   When the Company or a competent person has financial or other incentives to favor the\n     interests of a customer or group of customers to the detriment of others.\n     \u2022   When the Company prioritizes the execution of orders from certain clients over others\n     under equivalent conditions.\n     \u2022     When the allocation of orders or prorations is not carried out under objective and equitable criteria.\n\nc) Between different areas or organizational units\n\n     \u2022     When sensitive information is shared between the Markets and Management areas.\n     \u2022    When the operations desk and the management department interact without respecting\n     the established channels of independence.\n     \u2022 When the remuneration structure or commercial objectives of one area may negatively\n     influence the performance of another.\n\nd) Between employees, managers or related persons and the Company\n\n     \u2022   When employees or managers carry out personal operations in the instruments with\n     which the Company operates as an execution center for their own account or their clients.\n     \u2022   When they maintain financial, family or professional interests with clients, counterparties\n     or suppliers.\n     \u2022   When they accept/pay for gifts, invitations or incentives that may affect their independence.\n\nWhen they perform external functions or hold significant stakes in companies with which the\nCompany maintains a business relationship.\n\n     2.5. IDENTIFICATION CRITERIA\n\nTo determine whether a situation may constitute a relevant conflict of interest, the Company will\napply the following criteria:\n\n\n     \u2022      Existence of a real or potential risk of harm to the interests of a client or the market                 .\n\n\n\n\n Conflicts of interest                                  Ed. 01                           Approval date: 30/07/2025\n                                                                                         Page 6 of 14\n\f Case 1:26-cv-00050-ALC                       Document 70-1           Filed 03/27/26           Page 7 of 14\n\n\n\n     \u2022   Possibility that the Company or a related person may obtain a direct or indirect benefit as\n     a result of the conflict.\n\n     \u2022   Degree of influence or control that the person or unit involved can exert over the affected\n     decision.\n\n     \u2022     Level of economic or reputational materiality of the conflict for the Society or its clients.\n\nAny situation that meets one or more of these criteria will be evaluated by the Regulatory\nCompliance Unit, which will decide whether to include it in the Catalog of Conflicts of Interest and\nto adopt preventive or corrective measures.\n\n\n\n3. CATALOGUE OF POTENTIAL AND ACTUAL CONFLICTS OF INTEREST\n\n\nThe Company maintains an up-to-date catalog of potential and actual conflicts of interest, i\ndentified based on the nature of the investment services it provides and its organizational\nstructure. This catalog aims to prevent and manage conflicts that may arise between:\n\n\n     \u2022      Society and its clients,\n     \u2022     different clients of the Company, or\n\n     \u2022      the different areas or competent people within the organization itself.\n\nThe main categories of conflicts identified are detailed below.\n\n     3.1. CONFLICTS BETWEEN THE COMPANY AND ITS CUSTOMERS\n\n\nThe following cases, among others, may occur:\n\n     \u2022  When the Company or a related person can obtain a financial benefit or avoid a loss at the\n     expense of the client.\n\n     \u2022 When the Company has its own interest in the outcome of a service or operation other than\n     the client's interest in that outcome.\n\n     \u2022 When the Company operates on its own account as an execution center on the same OTC\n     fixed income financial instruments in which it provides investment services to its clients.\n\n     \u2022 When the Company receives or grants incentives, benefits or remuneration from third\n     parties linked to customer transactions.\n\n     \u2022  When the Company recommends or executes operations that benefit entities or\n     counterparties with which it maintains commercial or participatory links.\n\n     \u2022 When the Company uses information obtained within the framework of the relationship\n     with a client for its own benefit or that of another client.\n\n\n     3.2. CONFLICTS BETWEEN DIFFERENT CLIENTS OF THE COMPANY\n\nAmong the main assumptions:\n\n\n     \u2022   When the Company can favor the interests of one client or group of clients over those of\n     others in equivalent situations.\n\n     \u2022 When there is unequal allocation or proration of operations or prices between managed\n     portfolios.\n\n\n\n\n Conflicts of interest                                 Ed. 01                           Approval date: 30/07/2025\n                                                                                        Page 7 of 14\n\f  Case 1:26-cv-00050-ALC                              Document 70-1                     Filed 03/27/26             Page 8 of 14\n\n\n\n      \u2022   When the Company prioritizes the execution of orders from certain clients or portfolios to\n      the detriment of others.\n\n      \u2022    When a professional or institutional client receives more favorable treatment than a retail\n      client under conditions that are not objectively justified.\n\n      \u2022   When the Company manages portfolios with opposing strategies, generating conflict\n      between the investment decisions of different clients.\n\n\n      3.3. CONFLICTS BETWEEN AREAS OR UNITS OF SOCIETY\n\nE These conflicts can arise from interactions between separate areas or from the organizational structure. :\n\n      \u2022   When there is an undue exchange or influence of information between the Management\n      area and the Markets or Own Account area.\n\n      \u2022 When the dealing desk acts as a counterparty in client transactions or managed portfolios.\n\n\n      \u2022   When the remuneration structure or the objectives of an area incentivize behaviors\n      contrary to the interests of customers.\n\n      \u2022   When there is duplication of functions or lack of independence between management and\n      execution activities.\n\n\n      3.4. CONFLICTS ARISING FROM PERSONAL TRANSACTIONS\n\nIn accordance with the provisions of the Internal Regulations of Conduct (RIC), conflicts may arise\nwhen competent persons or their associates:\n\n\n      \u2022  Carry out operations on the same OTC fixed income financial instruments in which the\n      Company operates as an execution center for its own account or for its clients.\n\n      \u2022     Have relevant or confidential information that could be used for their own benefit.\n      \u2022   Carry out activities or maintain holdings in entities with which the Company maintains\n      professional or commercial relationships.\n\n\n      3.5. CONFLICTS WITH RELATED PARTIES AND RELATED PERSONS\n\nOperations or relationships maintained with the following are considered potential conflicts of interest:\n\n\n\n      \u2022    Administrators, partners, directors or employees of the Company.\n\n      \u2022     Entities or persons with close links or control relationships.\n      \u2022   Suppliers, counterparties or intermediaries with whom there is a relevant economic or\n      personal relationship.\n\n\nIn these cases, the Company will ensure that the decisions taken respond to the exclusive interest\nof the client, and that the conditions are equal to or better than those of the market, maintaining\ndocumentary traceability and prior approval where appropriate.\n\n\n      3.6. CONFLICTS ARISING FROM INCENTIVES, GIFTS OR INVITATIONS\n\n      \u2022 When the Company or its employees receive or provide payments, benefits or non-\n      monetary advantages that may influence their independence.\n\n\n\n\n Conflicts of interest                                               Ed. 01                                 Approval date: 30/07/2025\n                                                                                                            Page 8 of 14\n\f Case 1:26-cv-00050-ALC                        Document 70-1                Filed 03/27/26       Page 9 of 14\n\n\n\n     \u2022 When a gift or invitation, even if of limited value, may be perceived as an attempt to i\n     nfluence a professional decision.\n\n     \u2022  When there are cross-incentives between the Company and its counterparties that may\n     condition the selection of products or the execution of orders.\n\n\nThe Society has a specific Gifts and Invitations Policy, which sets out the limits and requirements f\nor communication.\n\n\n     3.7. CONFLICTS ARISING FROM PRODUCT GOVERNANCE AND REMUNERATION\n\n\n\n     \u2022 When the design or marketing of a product does not adequately fit the defined target\n     market.\n\n     \u2022 When the remuneration policy generates incentives that may prioritize commercial interests\n     over those of the customers.\n\n     \u2022 When products or services are offered with a higher profitability for the Company, to the\n     detriment of the suitability or convenience for the customer.\n\n\nThese conflicts are managed in an integrated manner through the Company's Product\nGovernance Policy and Remuneration and Incentives Policy.\n\n\n     3.8. CONFLICTS DUE TO EXTERNAL ACTIVITIES OR PERSONAL INTERESTS\n\nThey can arise when a competent person:\n\n     \u2022     Performs external positions, paid or unpaid, in companies with related or concurrent activity.\n     \u2022 Holds significant stakes in companies with which the Company maintains commercial or\n     investment relationships.\n\n     \u2022     Maintains family or professional relationships that may influence their performance or independence.\n\n\nThese situations must be reported to the Regulatory Compliance Unit and, where appropriate,\nauthorized or limited in accordance with internal regulations.\n\n\n     3.9. CONFLICTS OVER THE USE OF CONFIDENTIAL OR PRIVILEGED INFORMATION\n\nSerious conflicts arise from the misuse or disclosure of confidential or privileged information,\nparticularly when:\n\n\n     \u2022     This information is used for the benefit of oneself or third parties.\n\n     \u2022     Shared outside the authorized functional scope.\n     \u2022      Investment or advice decisions are made based on non-public information.\n\nThese behaviors are expressly prohibited and sanctioned in the Internal Code of Conduct and in\nthe applicable regulations on market abuse.\n\n\n     3.10. CATALOG UPDATE\n\nThe Society will periodically review and update the list of conflicts of interest, especially when:\n\n\n\n\n Conflicts of interest                                      Ed. 01                        Approval date: 30/07/2025\n                                                                                          Page 9 of 14\n\fCase 1:26-cv-00050-ALC                    Document 70-1            Filed 03/27/26      Page 10 of 14\n\n\n\n     \u2022     New services, products or counterparties are incorporated.\n\n     \u2022      Relevant organizational or technological modifications occur.\n     \u2022 New types of conflicts may arise as a result of internal supervision or regulatory\n     requirements.\n\n\nThe updated catalog will be integrated into the Register of Conflicts of Interest maintained by the\nRegulatory Compliance Unit, which is reviewed quarterly and incorporated into the periodic\nRegulatory Compliance report.\n\n\n\n4. GENERAL PREVENTION MEASURES\n\n\nThe Company applies a set of organizational and internal control measures designed to identify,\nprevent, and effectively manage conflicts of interest, guaranteeing at all times the independence,\nobjectivity, and fairness in the provision of its investment services. These measures are based on\nthe principles established in Articles 176 and 198 of Law 6/2023 of 17 March, on Securities Markets\nand Investment Services, Article 34 of Delegated Regulation (EU) 2017/565, and CNMV Circular\n1/2014, always taking into account the nature, scale, and complexity of the Company's activity.\n\n\n\n\nThe Company's organizational structure is designed to preserve independence of judgment in all\ndecisions that may be affected by conflicting interests. To this end, the functions and\nresponsibilities of each area have been clearly defined, establishing distinct hierarchical lines and\neffective information barriers between the management, markets, and control areas. This ensures\nfunctional segregation, confidentiality of information, and the prevention of undue influence\nbetween departments.\n\n\n\n\nThe identification of conflicts of interest is carried out continuously, both proactively and reactively,\nin the monitoring of ongoing operations and activities. The Company analyzes potential conflicts\narising from the economic, personal, or professional interests of competent individuals,\nrelationships with clients, counterparties, or related entities, as well as interactions between\noperational areas and the incentive or compensation structure. Any situation that may involve a\nconflict is documented in the Conflict of Interest Register, specifying its nature, assessment, and\nthe measures taken to mitigate it.\n\n\n\n\nThe preventive management of these risks is based on a series of structural principles: the\nprofessional independence of the business areas, the control of access to sensitive information, t\nhe prior review by the Regulatory Compliance Unit of those operations or decisions likely to\ngenerate conflicts, and the documentation and traceability of all relevant processes.\n\n\n\nWhen, despite the application of these measures, it is not reasonably possible to guarantee that a\nconflict of interest will be eliminated or effectively managed, the Company will inform the client\nclearly, completely, and promptly about the nature and origin of the conflict before providing the\ncorresponding service. This communication, which will be made in writing or through secure\nelectronic means, will allow the client to make an informed decision, without exempting the\nCompany from continuing to apply all necessary measures to protect its interests.\n\n\n\n\n Conflicts of interest                                Ed. 01                     Approval date: 30/07/2025\n                                                                                 Page 10 of 14\n\fCase 1:26-cv-00050-ALC                Document 70-1            Filed 03/27/26         Page 11 of 14\n\n\n\nThe Company actively fosters a culture of compliance and integrity through initial and ongoing\ntraining for all competent personnel in professional conduct, conflict management, and\nindependence. These training programs, tailored to each individual's level of responsibility, aim to\nreinforce ethical commitment and individual accountability in conflict prevention. Furthermore, the\nCompliance Unit maintains constant communication with staff, disseminating regulatory updates,\nreminders of obligations, and best practices.\n\n\n\n\nFinally, the effectiveness of these measures is subject to continuous monitoring by the Co\nmpliance Unit, in coordination with the RIC Monitoring Body. Both bodies periodically review\ncompliance with this Policy, evaluate the implemented measures, and verify the proper updating\nof the conflict of interest register and catalog. The results of this monitoring are reported to the\nBoard of Directors through Compliance Reports. Furthermore, the Policy is reviewed at least once a\nyear, or immediately when significant changes occur in the Company's structure, activities, or\napplicable regulations.\n\n\n\n\n5. SPECIFIC CONFLICT MANAGEMENT MEASURES\n\n\nThe Company has established a framework for effectively managing identified or potential conflicts\nof interest, ensuring the traceability of all actions and the adequate protection of clients' interests.\nThese measures are applied independently of the general provisions set forth in the Internal Code\nof Conduct (ICC), which details the internal control and authorization procedures at the operational\nlevel.\n\n\n\nWhen a potential conflict of interest is detected, the RIC Monitoring Body, in coordination with the\naffected departments, analyzes its nature, scope, and potential impact on clients or market\nintegrity. This analysis determines whether the conflict can be avoided, managed, or ultimately\nreported. In all cases, the actions taken are documented and recorded to ensure traceability and\nsubsequent review by the competent authorities.\n\n\n\nIn cases where it is possible to prevent a conflict from arising, the Company takes the necessary\nsteps to eliminate its root cause. These may include modifying an operational decision, reassigning\nresponsibilities, or implementing additional information barriers. When complete elimination is\nnot possible, management and mitigation measures are applied to ensure that the final decision is\nmade based on objective criteria, solely in the best interests of the clients, and in accordance with\nthe principle of professional independence.\n\n\n\n\nAll actions related to a conflict of interest are recorded in the Conflict of Interest Register, which\nincludes detailed information on its identification, analysis, measures taken, and outcome. This\nregister is kept permanently updated and is reviewed by the Compliance Unit as part of its periodic\naudits.\n\n\n\nIf a identified conflict of interest could have a significant impact and there are insufficient\nmeasures in place to mitigate it, the Company will expressly inform the affected client before\nproviding the service or executing the transaction. This communication will include the nature,\norigin, and implications of the conflict, as well as the measures taken to mitigate it. This\ntransparency aims to enable the client to make an informed decision about whether to proceed.\n\n\n\n\n Conflicts of interest                            Ed. 01                        Approval date: 30/07/2025\n                                                                                Page 11 of 14\n\fCase 1:26-cv-00050-ALC                    Document 70-1               Filed 03/27/26           Page 12 of 14\n\n\n\nor not with the proposed transaction. In any case, communicating with the client is a last resort\nand does not exempt the Company from applying the necessary organizational and administrative\nmeasures to prevent the conflict from harming its interests.\n\n\nThe resolution of conflicts of interest is always carried out under the supervision of the RIC\nMonitoring Body when the situation so requires due to its complexity or significance. In the most\nsignificant cases, the matter is referred to the Board of Directors, which makes the final decision,\nensuring that it acts in the best interests of clients and in accordance with the principles of\nindependence and transparency. The head of the affected area may not participate in the voting\nduring the Board of Directors' deliberations.\n\n\n\n\nFurthermore, the Company has established internal communication channels so that competent\npersons can confidentially report any circumstance that they consider likely to generate a conflict\nof interest.\n\n\n\n6. RECORDS AND CONTROL SYSTEMS\n\n\nThe Company maintains a Register of Conflicts of Interest in which all identified situations that\nmay actually or potentially involve a conflict of interest between the Company, its competent\npersonnel, or its clients are documented. This register is an essential tool for ensuring traceability,\ntransparency, and ongoing monitoring of the internal control system.\n\n\n\nEach entry in the log records, in a structured manner, a description of the identified situation, the\nanalysis performed, the measures taken to prevent or manage the conflict, and the final outcome\nof the action. In addition, it indicates the date of detection, the person or area affected, and the\nlevel of potential or actual impact, allowing for effective and documented tracking of all incidents.\n\n\n\nThe RIC Monitoring Body is responsible for updating, maintaining, and overseeing the register,\nensuring that its content accurately reflects the current status of identified conflicts. The register is\nreviewed quarterly as part of the regulatory compliance monitoring reports, and the results are\npresented to the Board of Directors, along with the conclusions and recommendations derived\nfrom the analysis.\n\n\n\nThe Company guarantees the integrity and traceability of all information included in the register.\nTo this end, complete documentary evidence is maintained for each case, including reports,\ncommunications, authorizations, and decisions adopted. This documentation is archived primarily\nelectronically, with appropriate security, confidentiality, and access control measures, ensuring its\navailability to the CNMV (Spanish National Securities Market Commission) or any internal or\nexternal audit that may require it.\n\n\n7. RESOLUTION AND ESCALATION PROCEDURE\n\n\nThe Company has a clear procedure for managing and resolving conflicts of interest that may arise\nin its activities.\n\n\nWhen a competent person detects a potential conflict of interest, they must immediately report it to the Compliance\nUnit, which analyzes the case and decides on the appropriate measures. These measures may include\n\n\n\n\n Conflicts of interest                                 Ed. 01                            Approval date: 30/07/2025\n                                                                                         Page 12 of 14\n\fCase 1:26-cv-00050-ALC                Document 70-1           Filed 03/27/26         Page 13 of 14\n\n\n\nThis may include reassigning functions, independent review of operations, or implementing\nadditional controls.\n\n\nIf the conflict is significant or affects members of senior management, it is referred to the RIC\nMonitoring Body and, ultimately, to the Board of Directors, which makes the final decision always\nguaranteeing the client's interest.\n\n\nIn cases where it is not possible to completely eliminate the conflict, the Company will inform the\nclient before providing the service, describing the nature and origin of the conflict and the\nmeasures taken to mitigate it.\n\n\nThe entire process is documented in the Register of Conflicts of Interest, ensuring its traceability\nand subsequent control.\n\n\n8. TRAINING AND CULTURE OF COMPLIANCE\n\n\nThe Company believes that a strong compliance culture and ongoing professional development\nare essential to ensuring ethical and transparent conduct that acts in the best interests of its\nclients. To this end, all competent personnel will receive regular training in conflict of interest\nmanagement.\n\n\n\nThe RIC Monitoring Body is responsible for planning and coordinating these programs, reviewing\ntheir content at least once a year to incorporate regulatory changes or recommendations from the\nCNMV (Spanish National Securities Market Commission). It also promotes ongoing awareness\nthrough internal communications, reminders, and specific sessions on best practices and\nprofessional ethics.\n\nThe Company fosters an environment where regulatory compliance is a shared responsibility,\nintegrated into daily operations and decision-making. Ethical behavior, independence of judg\nment, and prioritizing the customer's interests are essential principles guiding the actions of\neveryone within the Company.\n\n\n\n9. RECORDING AND COMMUNICATION SYSTEMS FOR CONFLICTS OF INTEREST RAISED.\n\n\n\nThe RIC Monitoring Body will be responsible for maintaining an up-to-date \"register\" of conflicts of\ninterest that have occurred or are occurring on an ongoing basis. This register will have the\nfollowing structure:\n\n\n\n\n Conflicts of interest                           Ed. 01                        Approval date: 30/07/2025\n                                                                               Page 13 of 14\n\f                                       Case 1:26-cv-00050-ALC             Document 70-1        Filed 03/27/26            Page 14 of 14\n\n\n\n\nRegister of conflicts of interest.\n\n                             Area /\n                                                                                         Measures taken or        Date         Communication to\n     N\u00ba   Origin date       Person          Description of the conflict   Nature                                                                  Observations/Follow-up\n                                                                                           recommended          resolution          custo\n                                                                                                                                    mer\n                            affected\n\n\n 1\n\n 2\n\n \u2026.\n\n\n\nAll conflicts of interest that arise within the organization will be referred to the RIC Monitoring Body, which is responsible for maintaining and updating the register\nof conflicts of interest.\n\f","ocr_status":1,"date_upload":"2026-05-11T06:08:27.239074-07:00","document_number":"70","attachment_number":1,"pacer_doc_id":"127039322483","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Exhibit A - Conflicts Policy","acms_document_guid":""}],"date_created":"2026-03-27T20:11:10.934092-07:00","date_modified":"2026-03-27T20:11:10.941529-07:00","date_filed":"2026-03-27","time_filed":"22:08:55","entry_number":70,"recap_sequence_number":"2026-03-27.001","pacer_sequence_number":352,"description":"","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/458885212/","id":458885212,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/72106801/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/473898627/","id":473898627,"tags":[],"absolute_url":"/docket/72106801/71/lupia-v-fermi-inc/","date_created":"2026-03-27T20:11:09.887362-07:00","date_modified":"2026-05-12T03:09:48.132892-07:00","sha1":"95267644a8f7495732d3b1bc614a7eff9a57434a","page_count":17,"file_size":664438,"filepath_local":"recap/gov.uscourts.nysd.655672/gov.uscourts.nysd.655672.71.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.655672/gov.uscourts.nysd.655672.71.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"      Case 1:26-cv-00050-ALC        Document 71   Filed 03/27/26   Page 1 of 17\n\n\n\n\nUNITED STATES DISTRICT COURT\nSOUTHERN DISTRICT OF NEW YORK\n\n\nSALVATORE LUPIA, Individually and on        Case No. 1:26-cv-00050-MKV\nBehalf of All Others Similarly Situated,\n                                            REPLY IN SUPPORT OF MOTION TO\n                           Plaintiff,       APPOINT JOSEPH STELLA AS LEAD\n                                            PLAINTIFF AND APPROVE THE\n      v.                                    SELECTION OF LEAD COUNSEL\n\nFERMI INC., TOBY NEUGEBAUER,\nMILES EVERSON, GRIFFIN PERRY,\nJACOBO ORTIZ, MARIUS HAAS, RICK\nPERRY, CORDEL ROBBIN-COKER, LEE\nMCINTIRE, UBS SECURITIES LLC,\nEVERCORE GROUP L.L.C., CANTOR\nFITZGERALD & CO., MIZUHO\nSECURITIES USA LLC, MACQUARIE\nCAPITAL (USA) INC., ROTHSCHILD &\nCO US INC., STIFEL, NICOLAUS &\nCOMPANY, INCORPORATED, TRUIST\nSECURITIES, INC., BERENBERG\nCAPITAL MARKETS LLC, and\nPANMURE LIBERUM LIMITED,\n\n                           Defendants.\n\f       Case 1:26-cv-00050-ALC                      Document 71                Filed 03/27/26             Page 2 of 17\n\n\n\n\n                                              TABLE OF CONTENTS\n                                                                                                                                Page\n\nI.     INTRODUCTION ...............................................................................................................1\n\nII.    ARGUMENT .......................................................................................................................3\n\n       A.        Mr. Stella is the Presumptive Lead Plaintiff ............................................................3\n\n       B.        Mr. Stella\u2019s Prompt Correction of a Technical Omission Confirms His Adequacy 4\n\n       C.        Ever Capital/Declara\u2019s and West\u2019s Focus on Option Trades is a Red Herring .......7\n\n       D.        Mr. Stella Has Standing to Assert Section 11 Claims .............................................9\n\nIII.   CONCLUSION ..................................................................................................................10\n\n\n\n\n                                                               -i-\n\f         Case 1:26-cv-00050-ALC                      Document 71              Filed 03/27/26             Page 3 of 17\n\n\n\n\n                                             TABLE OF AUTHORITIES\n                                                                                                                           Page(s)\n\n\n                                                              CASES\n\nChristiansen v. Spectrum Pharms., Inc.,\n   2025 WL 2234041 (S.D.N.Y. Aug. 4, 2025) .............................................................................6\n\nCook v. Allergan PLC,\n   2019 WL 1510894 (S.D.N.Y. Mar. 21, 2019) ...........................................................................8\n\nDi Scala v. ProShares Ultra Bloomberg Crude Oil,\n    2020 WL 7698321 (S.D.N.Y. Dec. 28, 2020) ...........................................................................8\n\nFed. Hous. Fin. Agency v. Bank of Am. Corp.,\n   2012 WL 6592251 (S.D.N.Y. Dec. 18, 2012) .......................................................................2, 7\n\nFrancisco v. Abengoa, S.A.,\n   2016 WL 3004664 (S.D.N.Y. May 24, 2016) ...........................................................................4\n\nGrad v. Ironnet, Inc.,\n   2022 WL 2789899 (E.D. Va. July 15, 2022) .............................................................................8\n\nHall v. Medicis Pharm. Corp.,\n   2009 WL 648626 (D. Ariz. Mar. 11, 2009) ...............................................................................9\n\nHevesi v. Citigroup Inc.,\n   366 F.3d 70 (2d Cir. 2004).......................................................................................................10\n\nHochschuler v. G. D. Searle & Co.,\n   82 F.R.D. 339 (N.D. Ill. 1978) ...................................................................................................8\n\nHoexter v. Simmons,\n   140 F.R.D. 416 (D. Ariz. 1991) .................................................................................................9\n\nKarp v. Diebold Nixdorf, Inc.,\n   2019 WL 5587148 (S.D.N.Y. Oct. 30, 2019) ............................................................................6\n\nKhunt v. Alibaba Grp. Holding Ltd.,\n   102 F. Supp. 3d 523 (2015) .......................................................................................................5\n\nMicholle v. Ophthotech Corp.,\n   2018 WL 1307285 (S.D.N.Y. Mar. 13, 2018) ...........................................................................6\n\nPlaut v. Goldman Sachs Grp., Inc.,\n   2019 WL 4512774 (S.D.N.Y. Sept. 19, 2019)...........................................................................6\n\n\n\n\n                                                                - ii -\n\f         Case 1:26-cv-00050-ALC                       Document 71              Filed 03/27/26             Page 4 of 17\n\n\n\n\nReitan v. China Mobile Games & Ent. Grp., Ltd.,\n    68 F. Supp. 3d 390 (S.D.N.Y. 2014)..........................................................................................5\n\nRichman v. Goldman Sachs Grp., Inc.,\n   274 F.R.D. 473 (S.D.N.Y. 2011) .............................................................................................10\n\nRodriguez v. DraftKings Inc.,\n   2021 WL 5282006 (S.D.N.Y. Nov. 12, 2021) ...........................................................................6\n\nIn re Sequans Commc\u2019ns S.A. Sec. Litig.,\n    289 F. Supp. 3d 416 (E.D.N.Y. 2018) .......................................................................................3\n\nIn re Spero Therapeutics, Inc. Sec. Litig.,\n    2022 WL 4329471 (E.D.N.Y. Sept. 19, 2022) ..........................................................................5\n\nIn re Third Ave. Mgmt. LLC Sec. Litig.,\n    2016 WL 2986235 (S.D.N.Y. May 13, 2016) .....................................................................7, 10\n\nVentrillo v. Paycom Software, Inc.,\n   2024 WL 1750658 (W.D. Okla. Apr. 23, 2024) ........................................................................8\n\n                                                            STATUTES\n\n15 U.S.C. \u00a7 78u\u20134 et seq........................................................................................................3, 4, 10\n\n                                                    OTHER AUTHORITIES\n\nFederal Rules of Civil Procedure Rule 23 ...................................................................................1, 3\n\n\n\n\n                                                                - iii -\n\f       Case 1:26-cv-00050-ALC            Document 71       Filed 03/27/26      Page 5 of 17\n\n\n\n\n                                    I.      INTRODUCTION\n\n       The Competing Movants\u2019 oppositions are a study in distraction, attempting to bypass the\n\nPrivate Securities Litigation Reform Act\u2019s (\u201cPSLRA\u201d) \u201clargest financial interest\u201d mandate by\n\ninflating technical, good-faith disclosures into disqualifying defects. As the record confirms, Mr.\n\nStella\u2019s financial stake in this litigation is peerless: his claimed losses of $532,776 exceed Ever\n\nCapital/Declara\u2019s aggregated losses by nearly $148,000, are more than double those of Mr. West,\n\nand are more than four times larger than those of the Iron Workers. ECF Nos. 49-2, 44-4, 37-3,\n\n19-2. Likewise, Mr. Stella has made the preliminary, prima facie showing of typicality and\n\nadequacy under Rule 23. His investment losses, which stem exclusively from his acquisition of\n\nFermi common stock (ECF No. 49-2), were caused by the same alleged misstatements affecting\n\nthe Class. Mr. Stella has demonstrated his commitment to transparently and actively overseeing\n\nthis litigation. ECF Nos. 26-3, 49-1. Under the PSLRA, this showing creates a presumption that\n\nMr. Stella is the \u201cmost adequate plaintiff\u201d\u2014a presumption the Competing Movants fail to rebut\n\nwith their mischaracterizations of both the legal and factual significance of Mr. Stella\u2019s trading.\n\n       First, Mr. Stella\u2019s filing of an amended certification does not render him inadequate. The\n\namendment resulted from Mr. Stella\u2019s misunderstanding that the securities at issue in the case\n\nincluded only common stock. ECF No. 49-1 at \u00b6\u00b64-5. This mistake was discovered due to his\n\nactive oversight and proactive status call with counsel on March 18, 2026. ECF No. 49-1 at \u00b65.\n\nRather than being exposed through a challenge from a competing applicant, Mr. Stella self-\n\nidentified his initial certification\u2019s omission of trades in Fermi derivative contracts and corrected\n\nthe record within 24 hours. ECF Nos. 49-1, 49-2, 50. This level of diligence and coordination with\n\ncounsel is exactly what the PSLRA demands of a lead plaintiff.\n\n       Second, Ever Capital/Declara\u2019s and West\u2019s arguments that Mr. Stella\u2019s option trading may\n\nsubject him to unique reliance-based defenses are meritless. ECF No. 62 at 2; ECF No. 63 at 4-8.\n\n\n\n                                                -1-\n\f       Case 1:26-cv-00050-ALC            Document 71         Filed 03/27/26       Page 6 of 17\n\n\n\n\nThe principal thrust of the litigation is a strict liability claim under Section 11 of the Securities Act\n\ntied to alleged material misstatements and omissions in Fermi\u2019s IPO Registration Statement. ECF\n\nNo. 1 (Cmpl.) at p. 27. Reliance is not an element of a Section 11 claim. Fed. Hous. Fin. Agency\n\nv. Bank of Am. Corp., 2012 WL 6592251, at *2 (S.D.N.Y. Dec. 18, 2012). Thus, any speculation\n\nregarding Mr. Stella\u2019s investment calculus in acquiring Fermi shares cannot possibly form the\n\nbasis of a unique defense to the Section 11 claim.\n\n        Likewise, neither Ever Capital/Declara nor West has not offered \u201cproof\u201d that Mr. Stella\n\ncannot invoke the Basic presumption of reliance for his Section 10(b) claims, or that he will go\n\nabout proving damages differently from other class members. To suit their challenges, the\n\nCompeting Movants mischaracterize the nature of the put option trade from which Mr. Stella\n\nacquired his Fermi shares. ECF No. 62 at 2; ECF No. 63 at 4-8. Far from a speculative bet on\n\nmarket volatility, Mr. Stella\u2019s strategy represented a value-based commitment to the Company --\n\na calculated decision to become a long-term shareholder at a $15 per share strike price that he\n\nbelieved was fundamentally sound based on the then-available public information. When Fermi\n\nshares reached a market price of $15.00 per share on November 21, 2025, they were assigned to\n\nMr. Stella and he parted with $1,264,500 to acquire 84,300 shares of Fermi common stock, thereby\n\nassuming the exact same investment position as any investor who placed a purchase order at $15.00\n\nper share on the open market that day. Tarnor Reply Decl., Ex. A (11/21/2025 FRMI Daily Price\n\nRange). Thus, contrary to the Competing Movants\u2019 suggestion, Mr. Stella\u2019s losses were not driven\n\nby \u201cduration, maturity, volatility, and interest rates,\u201d but by the subsequent plummet in the value\n\nof the Fermi common stock he held. Because Mr. Stella\u2019s injury stems exclusively from the\n\nartificially inflated price he paid for these shares, Mr. Stella\u2019s Section 10b claim is just like any\n\nother class member who purchased Fermi stock and suffered the same economic harm.\n\n\n\n\n                                                  -2-\n\f       Case 1:26-cv-00050-ALC           Document 71        Filed 03/27/26      Page 7 of 17\n\n\n\n\n       Finally, the Iron Workers\u2019 traceability challenge to Mr. Stella\u2019s Section 11 claim based on\n\nFermi\u2019s October 17, 2025 S-8 filing is unsupported. An analysis of the October 17, 2025 S-8 filing\n\nconfirms that these shares were reserved for future employee grants subject to vesting schedules.\n\nECF No. 60-2 at Explanatory Note (4 of 10). Tellingly, the Iron Workers offer no proof that these\n\nshares were trading in the public market during Mr. Stella\u2019s November 21, 2025 acquisition of\n\ncommon stock.\n\n       At bottom, Mr. Stella is the most adequate plaintiff because he has the most to recover. His\n\nproactive leadership and substantial equity position ensure that the interests of the Class will be\n\nprotected with the highest degree of motivation.\n\n                                      II.     ARGUMENT\n\nA.     Mr. Stella is the Presumptive Lead Plaintiff\n\n       The PSLRA establishes a clear procedure for the appointment of a lead plaintiff, creating\n\na rebuttable presumption that the \u201cmost adequate plaintiff\u201d is the movant that has the largest\n\nfinancial interest in the relief sought by the class and otherwise satisfies the requirements of Rule\n\n23 of the Federal Rules of Civil Procedure. 15 U.S.C. \u00a7 78u-4(a)(3)(B)(iii)(I). There is no serious\n\ndispute that Mr. Stella has the largest financial interest of any movant and that he has made a prima\n\nfacie case of typicality and adequacy. Accordingly, Mr. Stella is the presumptive lead plaintiff.\n\n       The Iron Workers\u2019 suggestion that it should be appointed lead plaintiff based on its mere\n\nstatus as an institutional investor is an attempt to bypass this statutory mandate. ECF No. 59 at 3.\n\nWhile the PSLRA\u2019s legislative history reflects a general preference for institutional investors, the\n\ntext of the statute is unambiguous: the presumption of adequacy is triggered by the largest\n\neconomic stake, not the identity of the filer. As courts in this Circuit have routinely held, the\n\nPSLRA does not create a per se rule that institutional investors are preferred over individual\n\ninvestors. See In re Sequans Commc\u2019ns S.A. Sec. Litig., 289 F. Supp. 3d 416, 422 (E.D.N.Y. 2018)\n\n\n\n                                                -3-\n\f       Case 1:26-cv-00050-ALC           Document 71       Filed 03/27/26      Page 8 of 17\n\n\n\n\n(holding that institutional investor\u2019s status did not overcome individual investors\u2019 substantially\n\nlarger financial interest for lead plaintiff appointment); Francisco v. Abengoa, S.A., 2016 WL\n\n3004664, at *5 (S.D.N.Y. May 24, 2016) (holding that institutional investor status could not\n\novercome presumption favoring plaintiffs with undeniably largest financial interest).\n\n       Similarly, the Iron Workers\u2019 suggestion that Mr. Stella\u2019s residency in Puerto Rico renders\n\nhim an \u201coverseas\u201d plaintiff is a frivolous diversion. ECF No. 59 at 9. Mr. Stella is a U.S. citizen\n\nresiding in a U.S. territory whose geographic location has no bearing on his ability to rigorously\n\nprosecute this action in the S.D.N.Y.\n\nB.     Mr. Stella\u2019s Prompt Correction of a Technical Omission Confirms His Adequacy\n\n       The presumption in favor of Mr. Stella \u201cmay be rebutted only upon proof by a member of\n\nthe purported plaintiff class that the presumptively most adequate plaintiff\u2014(aa) will not fairly\n\nand adequately protect the interests of the class; or (bb) is subject to unique defenses that render\n\nsuch plaintiff incapable of adequately representing the class.\u201d 15 U.S.C. \u00a7 78u-4(a)(3)(B)(iii)(II).\n\n       The Competing Movants principally attempt to rebut the presumption by pointing to Mr.\n\nStella\u2019s amended certification, arguing that his subsequent disclosure of transactions in Fermi\n\nderivative option contracts during the Class Period somehow demonstrates he will not fairly and\n\nadequately protect the interests of the class. ECF No. 59 at 4-5; ECF No. 62 at 2; ECF No. 63 at\n\n9-10. Their argument fails as a matter of law.\n\n       As explained in his Amended Certification, Mr. Stella\u2019s initial failure to disclose the\n\noptions transactions was the result of an innocent misunderstanding that the class definition of\n\nFermi \u201csecurities\u201d for disclosure purposes was broader than Fermi common stock. ECF No. 49-1\n\nat \u00b65. Immediately upon learning that derivative contracts were included in the putative Class\u2019s\n\ndefinition on a status call with counsel on March 18, Mr. Stella moved to ensure the record was\n\ncomplete. ECF No. 49-1 at \u00b65. Mr. Stella proactively filed and provided notice of an amended\n\n\n\n                                                 -4-\n\f       Case 1:26-cv-00050-ALC           Document 71         Filed 03/27/26      Page 9 of 17\n\n\n\n\ncertification and loss chart within 24 hours of that meeting. ECF Nos. 49-1, 49-2, 50. Courts within\n\nthis Circuit and throughout the country routinely recognize that such \u201cminor or inadvertent\n\nmistakes made in a sworn certification do not strike at the heart of the adequacy requirement\u201d for\n\nappointment as lead plaintiff. Khunt v. Alibaba Grp. Holding Ltd., 102 F. Supp. 3d 523, 538-39\n\n(2015) (quoting Niederklein v. PCS Edventures!.com, Inc., 2011 WL 759553, at *11 (D. Idaho\n\nFeb. 24, 2011).\n\n       The Competing Movants\u2019 suggestion that Mr. Stella\u2019s omission of the option transactions\n\nwas an inexcusable mistake is without merit. ECF No. 59 at 4-5; ECF No. 62 at 2; ECF No. 63 at\n\n9-10. Mr. Stella\u2019s understanding of the initial disclosure requirements was reasonably informed by\n\nthe narrow scope of the pleadings; the operative Complaint speaks exclusively of losses sustained\n\non Fermi common stock (Cmplt. at \u00b6\u00b6 5-6, 14, 38, 47, 55-56). The pleading makes no mention of\n\nFermi derivative contracts. Consequently, after reading a complaint focused solely on Fermi share\n\nprice declines, it did not occur to Mr. Stella that his option trades were relevant to the litigation\u2019s\n\nscope or the class definition. ECF No. 49-1 at \u00b65. As courts in this District have recognized, \u201c[t]he\n\ngoal of the PSLRA was not to select individuals for lead plaintiff who make no mistakes[.]\u201d Reitan\n\nv. China Mobile Games & Ent. Grp., Ltd., 68 F. Supp. 3d 390, 399 (S.D.N.Y. 2014).\n\n       Furthermore, courts routinely permit amendments such as Mr. Stella\u2019s where the\n\ncorrections \u201cdo not prejudice any party to this litigation\u201d and where there is \u201cno evidence of bad\n\nfaith or intent to deceive the court.\u201d In re Spero Therapeutics, Inc. Sec. Litig., 2022 WL 4329471,\n\nat *8 (E.D.N.Y. Sept. 19, 2022) (citing Silverberg v. DryShips Inc., 2018 WL 10669653, at *3 n.2\n\n(E.D.N.Y. Aug. 21, 2018) and In re SLM Corp. Sec. Litig., 2012 WL 209095, at *8 (S.D.N.Y. Jan.\n\n24, 2012)). Critically, Mr. Stella filed and provided notice of his amended certification before the\n\nCompeting Movants filed their opposition and reply briefs. By doing so, he ensured that both the\n\n\n\n\n                                                 -5-\n\f       Case 1:26-cv-00050-ALC          Document 71        Filed 03/27/26       Page 10 of 17\n\n\n\n\nCourt and the Competing Movants had a full and fair opportunity to review and address his\n\ncomplete trading history within the normal briefing schedule.\n\n       Likewise, Mr. Stella\u2019s amendment did not manipulate the financial interest rankings; he\n\nwas the presumptive lead plaintiff before the amendment and remains so today. The Iron Workers\u2019\n\nsuggestion that these newly disclosed trades \u201csubstantially reduced\u201d Mr. Stella\u2019s financial interest\n\nis baseless. ECF No. 59 at 4. In reality, these transactions had zero impact on Mr. Stella\u2019s claimed\n\nSection 11 losses of $532,776, and only minimally reduced his Section 10(b) losses by $37,649,\n\nfrom $494,981.50 to $457,332.50\u2014a variance of only 7% that does not alter his status as the\n\nmovant with the largest claimed Section 10(b) losses as well. Cf. ECF Nos. 26-2, 49-2.\n\n       The circumstances here thus stand in sharp contrast to the cases cited by the Competing\n\nMovants, which involved demonstrably false statements intended to inflate claimed losses or other\n\nsignificant defects that called the movant\u2019s candidness into question. 1 None apply here. Because\n\nMr. Stella\u2019s correction was self-identified, readily explained, and non-prejudicial, it only serves to\n\nconfirm his adequacy and commitment to the Class.\n\n\n\n\n   1\n      Cf. Christiansen v. Spectrum Pharms., Inc., 2025 WL 2234041, at *3 (S.D.N.Y. Aug. 4, 2025)\n(lead plaintiff \u201cviolated class members\u2019 trust by divulging confidential settlement information to .\n. . a non-party,\u201d and he was \u201cfixated on matters that are irrelevant to this case,\u201d including a\nconspiracy theory); Rodriguez v. DraftKings Inc., 2021 WL 5282006, at *5-6, *9 (S.D.N.Y. Nov.\n12, 2021) (movant\u2019s \u201csignificant\u201d and \u201cnumerous and varied errors\u201d and inconsistencies rose to\nthe level of \u201cslovenliness\u201d and therefore called into doubt his adequacy where there were myriad\ninconsistencies between the movant\u2019s PSLRA certification and loss chart, omissions in the PSLRA\ncertification, and incorrect treatment of sales as losses); Karp v. Diebold Nixdorf, Inc., 2019 WL\n5587148, at *6 (S.D.N.Y. Oct. 30, 2019) (finding that the movants overcalculated their losses by\n34%); Plaut v. Goldman Sachs Grp., Inc., 2019 WL 4512774, at *5 (S.D.N.Y. Sept. 19, 2019)\n(disqualifying movant because he failed to make any attempt to explain glaring error in his\ncertification and he belatedly filed an amended complaint 20 days after the lead plaintiff deadline\nto inflate claimed losses); Micholle v. Ophthotech Corp., 2018 WL 1307285 (S.D.N.Y. Mar. 13,\n2018) (the court found unexplained, unresolved issues with the trade dates and prices claimed to\nhave paid and inflated loss calculations).\n\n\n\n                                                -6-\n\f      Case 1:26-cv-00050-ALC              Document 71     Filed 03/27/26      Page 11 of 17\n\n\n\n\nC.      Ever Capital/Declara\u2019s and West\u2019s Focus on Option Trades is a Red Herring\n\n        Ever Capital/Declara and West also attempt to paint Mr. Stella as \u201catypical\u201d by focusing\n\non his option contract transactions. ECF No. 62 at 2; ECF No. 63 at 4-8. These arguments rely on\n\na fundamental mischaracterization of the facts and the legal standards governing lead plaintiff\n\nappointments.\n\n        First, the vast majority of Mr. Stella\u2019s derivative transactions were sales of call options\n\nthat expired and resulted in gains. ECF No. 49-2. These profitable trades therefore do not form the\n\nbasis of his claims in this litigation.\n\n        Second, the Competing Movants\u2019 theory that Mr. Stella may be subject to unique reliance-\n\nbased defenses because he acquired his Fermi shares via put assignments is flawed. Reliance is\n\nnot even an element to Section 11, the primary claim in this action. Fed. Hous. Fin. Agency, 2012\n\nWL 6592251, at *2.\n\n        Third, the Competing Movants\u2019 suggestion that Mr. Stella may not be able to invoke the\n\nBasic presumption of reliance on his Section 10b claim or may have to prove his damages\n\ndifferently from other class members is without merit. Mr. Stella\u2019s selling of a put option was a\n\nbullish investment strategy that relies on the integrity of the market. By writing put contracts with\n\na $15.00 strike price, Mr. Stella was making a definitive value proposition: that Fermi common\n\nstock was a sound long-term investment at that price point. This decision was based on the then-\n\navailable public information, which necessarily incorporated Fermi\u2019s disclosures and omissions.\n\n        Furthermore, Mr. Stella\u2019s acquisition of the Fermi shares was not divorced from the market\n\nprice, as Ever Capital/Declara and West suggest. ECF No. 62 at 2, ECF No. 63 at 4. At the time\n\nof assignment and Mr. Stella\u2019s acquisition of the shares on November 21, 2025, Fermi common\n\nshares were trading at $15.00 on the open market. Tarnor Reply Dec., Ex. A (showing on\n\nNovember 21, 2025 FRMI experienced a high-low daily trading range with a low of $13.64 and a\n\n\n\n                                                -7-\n\f      Case 1:26-cv-00050-ALC           Document 71        Filed 03/27/26      Page 12 of 17\n\n\n\n\nhigh of $15.90). In satisfying his contractual obligations, Mr. Stella parted with $1,264,500 to\n\nacquire 84,300 shares of Fermi common stock at the price of $15.00 per share. Because the $15.00\n\nmarket price per share at the time of his acquisition was artificially inflated by Defendants\u2019\n\nmisrepresentations, Mr. Stella\u2019s Section 10b claims are substantively identical to that of any\n\ninvestor who purchased shares through a standard trade order. See, e.g., Hochschuler v. G. D.\n\nSearle & Co., 82 F.R.D. 339, 347 (N.D. Ill. 1978) (holding that \u201cthe fact that the ultimate\n\nacquisition of the stock was involuntary is immaterial to the [typicality] requirement\u201d and that \u201cthe\n\nput option seller must prove the same case as the common stock purchaser would.\u201d)\n\n       Relying on sound bites from cases like Di Scala v. ProShares Ultra Bloomberg Crude Oil,\n\n2020 WL 7698321, at *4 (S.D.N.Y. Dec. 28, 2020), Cook v. Allergan PLC, 2019 WL 1510894, at\n\n*2 (S.D.N.Y. Mar. 21, 2019) and their progeny, the Competing Movants erroneously suggest that\n\nMr. Stella\u2019s trading would introduce factual issues irrelevant to stockholder class members, like\n\n\u201cstrike price, duration, maturity, volatility, and interest rates.\u201d ECF No. 62 at 2, n.2; ECF No. 63\n\nat 7. But these are exactly the type of speculative and hypothetical arguments that several courts\n\nhave rejected in finding ProShares\u2019 and Allergan\u2019s reasoning as to option traders unpersuasive.\n\nSee, e.g., Grad v. Ironnet, Inc., 2022 WL 2789899, at *5 (E.D. Va. July 15, 2022) (rejecting the\n\nreasoning of Allergan and ProShares as speculative and noting that competing movant offers no\n\n\u201cspecific evidence\u201d which suggests that \u201cthe nature of [Shunk\u2019s] options, the history of their\n\npurchase and sale, or some other factor [makes Shunk] inadequate to represent the class.\u201d); see\n\nalso Ventrillo v. Paycom Software, Inc., 2024 WL 1750658, at *6, n.7 (W.D. Okla. Apr. 23, 2024)\n\n(rejecting application of Allergan, ProShares and progeny to investor who traded in both put\n\noptions and common stock).\n\n\n\n\n                                                -8-\n\f      Case 1:26-cv-00050-ALC          Document 71        Filed 03/27/26     Page 13 of 17\n\n\n\n\n       The strike price, maturity, and volatility are irrelevant to Mr. Stella\u2019s 10b claims. Mr.\n\nStella\u2019s losses are derived exclusively from his acquisition and holding of Fermi common stock,\n\nthe value of which plummeted when the truth behind Defendants\u2019 alleged misstatements and\n\nomissions were revealed. These ancillary derivative details do not alter the calculation of his\n\ndamages or the theory of liability. From the moment of assignment, Mr. Stella\u2019s position was\n\nidentical to every other member of the Class who purchased common stock on the open market:\n\nhe paid an artificially inflated price for his shares due to the alleged wrongful conduct. Because\n\nboth Mr. Stella\u2019s claims and interests are perfectly aligned with the Class, he remains a typical\n\nrepresentative. See Hall v. Medicis Pharm. Corp., 2009 WL 648626, at *4 (D. Ariz. Mar. 11, 2009)\n\n(determining that a party who had \u201cpurchased and sold put options\u201d was not so atypical as to\n\npreclude selection as lead plaintiff, especially given the lack of \u201cevidence\u201d as to \u201cthe history of\n\n[the] purchase and sale\u201d of the options); Hoexter v. Simmons, 140 F.R.D. 416, 420\u201321 (D. Ariz.\n\n1991) (concluding that a put-option purchaser is not atypical).\n\nD.     Mr. Stella Has Standing to Assert Section 11 Claims\n\n       The Iron Workers\u2019 challenge to Mr. Stella\u2019s standing to assert a Section 11 claim\u2014based\n\non the filing of a Form S-8 Registration Statement on October 17, 2025\u2014is meritless. The October\n\n17, 2025 Form S-8 did not suddenly flood the market with non-IPO shares; rather, that filing\n\nmerely registered shares that \u201cmay be issued . . . pursuant to future grants\u201d under the Fermi Inc.\n\n2025 Long-Term Incentive Plan. ECF No. 60-2 at Explanatory Note. Any shares granted after that\n\nmid-October filing would be subject to standard corporate vesting schedules. The Iron Workers\n\noffers no proof that these yet-to-be-issued employee shares vested, were exercised, sold and\n\nentered the public market by November 21, 2025 when Mr. Stella acquired his 84,300 shares.\n\n       In any event, the Iron Workers\u2019 tracing argument applies exclusively to Mr. Stella\u2019s Section\n\n11 claim of the Securities Act; it has no bearing on Mr. Stella\u2019s standing to assert claims under\n\n\n\n                                               -9-\n\f      Case 1:26-cv-00050-ALC            Document 71          Filed 03/27/26     Page 14 of 17\n\n\n\n\nSection 10(b) of the Exchange Act, which remains uncontested. The Second Circuit has explicitly\n\nrejected the Iron Workers\u2019 premise that a lead plaintiff must have standing to sue on every available\n\ncause of action at the appointment stage. See, Hevesi v. Citigroup Inc., 366 F.3d 70, 82 (2d Cir.\n\n2004) (\u201cNothing in the PSLRA indicates that district courts must choose a lead plaintiff with\n\nstanding to sue on every available cause of action.\u201d). The Iron Workers advocate for a standing-\n\nfirst approach that ignores the mandate of the PSLRA, which requires this Court to select the\n\nmovant with the largest financial stake. See 15 U.S.C. \u00a7 78u\u20134(a)(3)(B)(iii)(I); Richman v.\n\nGoldman Sachs Grp., Inc., 274 F.R.D. 473, 477 (S.D.N.Y. 2011).\n\n        Finally, the Iron Workers\u2019 alternative request for co-lead status is unnecessary. Any\n\nhypothetical concern regarding standing can be protected without subverting the PSLRA\u2019s\n\npreference for the largest stakeholder. Consistent with the Act, a lead plaintiff may simply \u201cadd\n\n\u2018named plaintiffs to aid the lead plaintiff in representing a class\u2019\u201d at a later stage. In re Third Ave.\n\nMgmt. LLC Sec. Litig., 2016 WL 2986235, at *3 (S.D.N.Y. May 13, 2016) (quoting Hevesi, 366\n\nF.3d at 83).\n\n                                      III.    CONCLUSION\n\n        For the reasons discussed above and in his other supporting briefs (ECF Nos. 23, 61), Mr.\n\nStella respectfully requests that the Court appoint him Lead Plaintiff and approve his selection of\n\nHagens Berman as Lead Counsel for the Class.\n\n\nDATED: March 27, 2026                          Respectfully Submitted,\n\n                                                HAGENS BERMAN SOBOL SHAPIRO LLP\n\n                                                By        /s/ Nathaniel A. Tarnor\n                                                          NATHANIEL A. TARNOR\n\n                                                594 Dean Street, Suite 8\n                                                Brooklyn, NY11238\n                                                Telephone: (212) 752-5455\n\n\n\n                                                 - 10 -\n\fCase 1:26-cv-00050-ALC   Document 71     Filed 03/27/26    Page 15 of 17\n\n\n\n\n                              Facsimile: (917) 210-3980\n                              nathant@hbsslaw.com\n\n                              Lucas E. Gilmore (pro hac vice forthcoming)\n                              HAGENS BERMAN SOBOL SHAPIRO LLP\n                              715 Hearst Avenue, Suite 202\n                              Berkeley, CA 94710\n                              Telephone: (510) 725-3000\n                              Facsimile: (510) 725-3001\n                              lucasg@hbsslaw.com\n\n                              Counsel for [Proposed] Lead Plaintiff Joseph Stella\n\n\n\n\n                               - 11 -\n\f      Case 1:26-cv-00050-ALC           Document 71        Filed 03/27/26      Page 16 of 17\n\n\n\n\n                      WORD COUNT COMPLIANCE CERTIFICATE\n\n       I, Nathaniel A. Tarnor, certify that this brief complies with Local Civil Rule 7.1(c).\n\n       I further certify that, in preparation of this brief, I used Microsoft Word, and that this word\n\nprocessing program has been applied specifically to include all text, including headings, footnotes,\n\nand quotations in the following word court.\n\n       I further certify that the above-referenced brief contains 3,349 words.\n\n\n                                                 /s/ Nathaniel A. Tarnor\n                                                 NATHANIEL A. TARNOR\n\n\n\n\n                                               - 12 -\n\f      Case 1:26-cv-00050-ALC           Document 71       Filed 03/27/26      Page 17 of 17\n\n\n\n\n                                 CERTIFICATE OF SERVICE\n\n       I hereby certify that I am the ECF User whose ID and password are being used to\n\nelectronically file the foregoing with the Clerk of the Court using the CM/ECF system, which will\n\nsend notification of such filing to the e-mail addresses registered, as denoted on the Electronic\n\nMail Notice List, and I hereby certify that I have caused to be mailed a paper copy of the foregoing\n\ndocument via the United States Postal Service to the non-CM/ECF participants indicated on the\n\nManual Notice List generated by the CM/ECF system.\n\n\n                                                /s/ Nathaniel A. Tarnor\n                                                NATHANIEL A. TARNOR\n\n\n\n\n                                               - 13 -\n\f","ocr_status":2,"date_upload":"2026-05-11T06:07:23.332223-07:00","document_number":"71","attachment_number":null,"pacer_doc_id":"127039322530","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Reply Memorandum of Law in Support of Motion","acms_document_guid":""}],"date_created":"2026-03-27T20:11:09.863350-07:00","date_modified":"2026-03-27T20:11:09.869796-07:00","date_filed":"2026-03-27","time_filed":"22:15:06","entry_number":71,"recap_sequence_number":"2026-03-27.001","pacer_sequence_number":356,"description":"","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/458885209/","id":458885209,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/72106801/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/473898624/","id":473898624,"tags":[],"absolute_url":"/docket/72106801/72/lupia-v-fermi-inc/","date_created":"2026-03-27T20:11:09.482065-07:00","date_modified":"2026-05-12T02:46:53.964897-07:00","sha1":"f5734d27b82f5981b6a540a91999e5f502f36e53","page_count":3,"file_size":330411,"filepath_local":"recap/gov.uscourts.nysd.655672/gov.uscourts.nysd.655672.72.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.655672/gov.uscourts.nysd.655672.72.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"        Case 1:26-cv-00050-ALC                 Document 72    Filed 03/27/26         Page 1 of 3\n\n\n\n\nUNITED STATES DISTRICT COURT\nSOUTHERN DISTRICT OF NEW YORK\n\n\nSALVATORE LUPIA, Individually and on                   Case No. 1:26-cv-00050-MKV\nBehalf of All Others Similarly Situated,\n                                                       DECLARATION OF NATHANIEL A.\n                                  Plaintiff,           TARNOR IN FURTHER SUPPORT OF\n                                                       MOTION TO APPOINT JOSEPH\n        v.                                             STELLA AS LEAD PLAINTIFF AND\n                                                       APPROVE THE SELECTION OF LEAD\nFERMI INC., TOBY NEUGEBAUER,                           COUNSEL\nMILES EVERSON, GRIFFIN PERRY,\nJACOBO ORTIZ, MARIUS HAAS, RICK\nPERRY, CORDEL ROBBIN-COKER, LEE\nMCINTIRE, UBS SECURITIES LLC,\nEVERCORE GROUP L.L.C., CANTOR\nFITZGERALD & CO., MIZUHO\nSECURITIES USA LLC, MACQUARIE\nCAPITAL (USA) INC., ROTHSCHILD &\nCO US INC., STIFEL, NICOLAUS &\nCOMPANY, INCORPORATED, TRUIST\nSECURITIES, INC., BERENBERG\nCAPITAL MARKETS LLC, and\nPANMURE LIBERUM LIMITED,\n\n                                  Defendants.\n\n\n\n\n        I, Nathaniel A. Tarnor, declare as follows:\n\n        1.         I am an attorney at the law firm Hagens Berman Sobol Shapiro LLP (\u201cHagens\n\nBerman\u201d), counsel for class member Joseph Stella (\u201cMovant\u201d). I am an attorney licensed to\n\npractice law in the State of New York. I make this declaration in further support of Movant\u2019s\n\nMotion for Appointment as Lead Plaintiff and Approval of Selection of Lead Counsel. I have\n\npersonal knowledge of the matters stated herein and, if called upon, I could and would competently\n\ntestify thereto.\n\n        2.         Attached are true and correct copies of the following exhibits:\n\n                   Exhibit A:     Fermi\u2019s high and low stock price on November 21, 2025, as listed\n\n                                  on Yahoo Finance.\n\n\n\n                                                    -1-\n\f       Case 1:26-cv-00050-ALC         Document 72        Filed 03/27/26     Page 2 of 3\n\n\n\n\n       I declare under penalty of perjury under the laws of the United States of America that the\n\nforegoing is true and correct. Executed this 27th day of March 2026, at Brooklyn, New York.\n\n\n\n                                                               /s/ Nathaniel A. Tarnor\n                                                           NATHANIEL A. TARNOR\n\n\n\n\n                                              -2-\n\f       Case 1:26-cv-00050-ALC           Document 72        Filed 03/27/26      Page 3 of 3\n\n\n\n\n                                 CERTIFICATE OF SERVICE\n\n       I hereby certify that I am the ECF User whose ID and password are being used to\n\nelectronically file the foregoing with the Clerk of the Court using the CM/ECF system, which will\n\nsend notification of such filing to the e-mail addresses registered, as denoted on the Electronic\n\nMail Notice List, and I hereby certify that I have caused to be mailed a paper copy of the foregoing\n\ndocument via the United States Postal Service to the non-CM/ECF participants indicated on the\n\nManual Notice List generated by the CM/ECF system.\n\n\n                                                /s/ Nathaniel A. Tarnor\n                                                NATHANIEL A. TARNOR\n\n\n\n\n                                               -3-\n\f","ocr_status":1,"date_upload":"2026-05-11T06:07:05.960239-07:00","document_number":"72","attachment_number":null,"pacer_doc_id":"127039322536","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Declaration in Support of Motion","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/478736922/","id":478736922,"tags":[],"absolute_url":"/docket/72106801/72/1/lupia-v-fermi-inc/","date_created":"2026-05-11T06:07:20.644316-07:00","date_modified":"2026-05-12T03:09:32.179496-07:00","sha1":"c4d2a253be0512a133ba25eaefaaba143eaa7c85","page_count":2,"file_size":344908,"filepath_local":"recap/gov.uscourts.nysd.655672/gov.uscourts.nysd.655672.72.1.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.655672/gov.uscourts.nysd.655672.72.1.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case 1:26-cv-00050-ALC   Document 72-1   Filed 03/27/26   Page 1 of 2\n\n\n\n\n         Exhibit A\n\fSummary News Research\n                   CaseChart Community Statistics Historical\n                        1:26-cv-00050-ALC         Document   Data 72-1\n                                                                   Profile Financials Analysis Options\n                                                                            Filed 03/27/26       PageHolders\n                                                                                                       2 of 2\nNasdaqGS - Nasdaq Real Time Price \u2022 USD\nFermi Inc. (FRMI)\n6.08 0.00(0.00%)\nAs of 2:09:51 PM EDT. Market Open.\n   Get top stock picks\n  Nov 21, 2025 - Nov 22, 2025                     Historical Prices                Daily\n                                                                                                                                                                            Currency in USD          Download\n Date                                                 Open                              High                        Low                      Close                    Adj Close                        Volume\n Nov 21, 2025                                        15.84                             15.90                      13.64                         14.34                       14.34                    6,713,200\n\nRelated Tickers\n UNIT\n Uniti Group Inc.\n                     DLR\n                     Digital Realty Trust, Inc.\n                                                      EQIX\n                                                      Equinix, Inc.\n                                                                               AMT\n                                                                               American Tower Corpo\u2026\n                                                                                                             WY\n                                                                                                             Weyerhaeuser Company\n                                                                                                                                        CCI\n                                                                                                                                        Crown Castle Inc.\n                                                                                                                                                            FPI\n                                                                                                                                                            Farmland Partners Inc.\n                                                                                                                                                                                     RYN\n                                                                                                                                                                                     Rayonier Inc.\n                                                                                                                                                                                                           LAND\n                                                                                                                                                                                                           Gladsto\n 7.83 -0.32%         175.22 +0.27%                    960.55 -0.31%            170.24 +0.78%                 23.80 +0.83%               78.60 +0.81%        10.94 -0.64%             20.31 +0.77%          10.08\n\n                                                    We\u2019ll keep this simple. Savings. Security. Support.\n                                                    Business is complicated. Cox Business makes it simple. With reliable fiber speeds and Internet\u2026\n\n                                                    SPONSORED BY COX BUSINESS                                                            Learn More\n\n\n\n\n                                         What's trending              Explore more         About\n Copyright \u00a9 2026 Yahoo.                 Dow Jones                    Mortgages            Data Disclaimer\n All rights reserved.                    S&P 500                      Credit Cards         Help\n                                         DAX Index                    Sectors              Feedback\n                                         Nvidia                       Crypto Heatmap       Sitemap\n                                         Tesla                        Financial News       Licensing\n                                         DJT                                               What's New\n                                         Tariffs                                           About Our Ads\n                                                                                           Premium Plans\n\f","ocr_status":2,"date_upload":"2026-05-11T06:07:41.900747-07:00","document_number":"72","attachment_number":1,"pacer_doc_id":"127039322537","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Exhibit A - Fermi Stock Price","acms_document_guid":""}],"date_created":"2026-03-27T20:11:09.455187-07:00","date_modified":"2026-03-27T20:11:09.462075-07:00","date_filed":"2026-03-27","time_filed":"22:16:53","entry_number":72,"recap_sequence_number":"2026-03-27.001","pacer_sequence_number":360,"description":"","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/458881698/","id":458881698,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/72106801/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/473895025/","id":473895025,"tags":[],"absolute_url":"/docket/72106801/69/lupia-v-fermi-inc/","date_created":"2026-03-27T18:06:58.959617-07:00","date_modified":"2026-05-12T02:46:42.131336-07:00","sha1":"40e735377e492f9b3b2f97053d7762204e7eedc1","page_count":5,"file_size":147666,"filepath_local":"recap/gov.uscourts.nysd.655672/gov.uscourts.nysd.655672.69.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.655672/gov.uscourts.nysd.655672.69.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"       Case 1:26-cv-00050-ALC           Document 69   Filed 03/27/26   Page 1 of 5\n\n\n\n\n                        UNITED STATES DISTRICT COURT\n                       SOUTHERN DISTRICT OF NEW YORK\n\n\nSALVATORE LUPIA, Individually and on            No. 1:26-cv-00050-MKV\nBehalf of All Others Similarly Situated,\n                                                Judge Mary Kay Vyskocil\n                           Plaintiff,\n                                                CLASS ACTION\n          vs.\n\nFERMI INC., TOBY NEUGEBAUER, MILES\nEVERSON, GRIFFIN PERRY, JACOBO\nORTIZ, MARIUS HAAS, RICK PERRY,\nCORDEL ROBBIN-COKER, LEE\nMCINTIRE, UBS SECURITIES LLC,\nEVERCORE GROUP L.L.C., CANTOR\nFITZGERALD & CO., MIZUHO\nSECURITIES USA LLC, MACQUARIE\nCAPITAL (USA) INC., ROTHSCHILD & CO\nUS INC., STIFEL, NICOLAUS &\nCOMPANY, INCORPORATED, TRUIST\nSECURITIES, INC., BERENBERG CAPITAL\nMARKETS LLC, and PANMURE LIBERUM\nLIMITED,\n\n                          Defendants.\n\n\n\n REPLY MEMORANDUM OF LAW IN FURTHER SUPPORT OF IRON WORKERS\n   DISTRICT COUNCIL OF NEW ENGLAND PENSION FUND\u2019S MOTION FOR\nAPPOINTMENT AS LEAD PLAINTIFF AND APPROVAL OF SELECTION OF LEAD\n                            COUNSEL\n\f        Case 1:26-cv-00050-ALC           Document 69        Filed 03/27/26      Page 2 of 5\n\n\n\n\n       Proposed Lead Plaintiff the New England Iron Workers1 respectfully submits this Reply\n\nMemorandum of Law in further support of its Motion for appointment as Lead Plaintiff and\n\napproval of selection of Labaton as Lead Counsel; and in opposition to all competing movants. 2\n\n                                PRELIMINARY STATEMENT\n\n       Only one movant can adequately represent this Class: New England Iron Workers. It alone\n\nis an institutional investor. It alone has unquestionable standing on every relevant claim, including\n\nclaims under the Securities Act. And it alone remains unchallenged. While the competing\n\nmovants attack each other\u2019s adequacy and typicality (ECF Nos. 61-63), no party has questioned\n\nNew England Iron Workers\u2019 ability to lead this Action. Based on this record, the Court should\n\nappoint New England Iron Workers Lead Plaintiff.\n\n                                           ARGUMENT\n\nI.     APPOINTING ANY OF THE COMPETING MOVANTS WOULD EXPOSE THE\n       CLASS TO UNNECESSARY RISK\n\n       Appointing any movant other than New England Iron Workers would expose the Class to\n\nunnecessary risk. First, each of the competing movants is an unknown individual who has not\n\ndemonstrated the capacity to fulfill the responsibilities of Lead Plaintiff. As the only institutional\n\nmovant, New England Iron Workers has the resources and fiduciary experience the PSLRA\n\nrequires of lead plaintiffs. Peters v. MoonLake Immunotherapeutics, 2026 WL 81717, at *1\n\n(S.D.N.Y. Jan. 7, 2026) (appointing an institutional Lead Plaintiff over an individual with a larger\n\nloss because of its resources and experience). In contrast, each of the other movants is an\n\n\n1\n  Unless otherwise noted, all defined terms and abbreviations remain unchanged from those in\nNew England Iron Workers\u2019 opening motion and supporting papers. See ECF Nos. 17-19. All\ncitations and internal quotations are omitted, and all emphasis is added, unless noted.\n2\n  Of the nine lead plaintiff movants, only four are still seeking appointment: New England Iron\nWorkers (ECF No. 59); Joseph Stella (ECF No. 61); Scott West (ECF No. 62); and Ever Capital\nInvestments S.V., S.A. and Maria Patricia Rom\u00e1n Declara (the \u201cEver Capital Group\u201d) (ECF No.\n63).\n\f        Case 1:26-cv-00050-ALC          Document 69        Filed 03/27/26     Page 3 of 5\n\n\n\n\nindividual about whom little is known and who has done nothing to show they have the resources\n\nand know-how to oversee counsel in the best interests of the Class. In fact, one movant, Joseph\n\nStella, has already demonstrated the risks inherent in having individuals serve as lead plaintiff by\n\nomitting relevant securities transactions from his original certification. ECF No. 50. Mr. Stella\n\nstates that he excluded these transactions because he \u201cdid not previously understand that the\n\nPSLRA\u2019s disclosure requirements for \u2018securities\u2019 included these specific option contracts.\u201d Id.;\n\nRodriguez v. DraftKings Inc., 2021 WL 5282006, at *5-6, *9 (S.D.N.Y. Nov. 12, 2021) (finding\n\nlead plaintiff movant inadequate due in part to inconsistencies in the movant\u2019s loss chart and\n\ncertification).   Such misunderstandings are precisely why institutions are preferred over\n\nindividuals: they have the expertise and resources to understand what is required of lead plaintiffs\n\nunder the PSLRA.\n\n        Second, every competing movant has questionable standing under the Action\u2019s Securities\n\nAct claims. ECF No. 59 at 5-8. New England Iron Workers is the only movant which purchased\n\nshares in Fermi's IPO. It is the only remaining movant that sustained losses on shares purchased\n\nbefore Fermi registered non-IPO shares on October 17, 2025. ECF No. 59 at 7. The other movants\n\nbought Fermi shares in a \u201cmixed market\u201d and cannot prove they actually suffered damages from\n\nbuying IPO shares. See In re Danimer Sci., Inc. Sec. Litig., 2023 WL 6385642, at *3-4 (E.D.N.Y.\n\nSept. 30, 2023) (dismissing the class\u2019 Securities Act claims with prejudice because no\n\nrepresentative party purchased shares directly from the relevant offering). Defendants will exploit\n\nthis vulnerability, subjecting the Class to unnecessary standing challenges, motion practice, and\n\nexpense. New England Iron Workers is the only movant immune to these attacks.\n\n        The competing movants\u2019 extensive cross-attacks on one another only underscore New\n\nEngland Iron Workers\u2019 unquestionable typicality and adequacy. Movant Scott West points to\n\n\n\n\n                                                 2\n\f       Case 1:26-cv-00050-ALC          Document 69       Filed 03/27/26     Page 4 of 5\n\n\n\n\nJoseph Stella\u2019s inaccurate certification and his lack of open market Fermi purchases. ECF No. 62\n\nat 2. The Ever Capital Group echoes these attacks. ECF No. 63. Scott West also attacks the Ever\n\nCapital Group, claiming they cannot function cohesively. ECF No. 62 at 3. Meanwhile, no movant\n\nhas or could credibly challenge New England Iron Workers, as it is clearly a typical and adequate\n\nrepresentative subject to no unique defenses. To protect the Class and ensure it has the best\n\npossible representation, New England Iron Workers should be appointed.\n\nII.    NEW ENGLAND IRON WORKERS\u2019 ADEQUACY AND TYPICALITY ARE\n       UNREBUTTED\n\n       In contrast to the competing movants, New England Iron Workers\u2019 typicality and adequacy\n\nare completely unchallenged. See ECF Nos. 61-63. New England Iron Workers is the unrebutted\n\nmost adequate plaintiff.\n\n                                        CONCLUSION\n\n       For the reasons discussed above and in prior briefs, New England Iron Workers\n\nrespectfully requests that the Court grant its Motion and deny the competing motion.\n\n DATED: March 27, 2026                               Respectfully submitted,\n\n                                                     /s/ Francis P. McConville\n\n                                                     LABATON KELLER SUCHAROW LLP\n                                                     Francis P. McConville\n                                                     Connor C. Boehme\n                                                     140 Broadway\n                                                     New York, New York 10005\n                                                     Telephone: (212) 907-0700\n                                                     Facsimile: (212) 818-0477\n                                                     fmcconville@labaton.com\n                                                     cboehme@labaton.com\n\n                                                     Counsel for Proposed Lead Plaintiff and\n                                                     Proposed Lead Counsel for the Class\n\n\n\n\n                                               3\n\f       Case 1:26-cv-00050-ALC          Document 69       Filed 03/27/26     Page 5 of 5\n\n\n\n\n                            CERTIFICATE OF COMPLIANCE\n\n       The undersigned, counsel of record for Lead Plaintiff Movant New England Iron Workers\n\ncertifies that this Memorandum of Law in support of the New England Iron Workers contains 792\n\nwords and is in compliance with the word-count limitation of Local Civil Rule 7.1(c).\n\n\nDated: March 27, 2026                               s/ Francis P. McConville\n                                                    Francis P. McConville\n                                                    LABATON KELLER SUCHAROW\n                                                    LLP\n                                                    140 Broadway\n                                                    New York, New York 10005\n                                                    Telephone: (212) 907-0700\n                                                    Facsimile: (212) 818-0477\n                                                    fmcconville@labaton.com\n\n\n\n\n                                               4\n\f","ocr_status":2,"date_upload":"2026-05-11T06:08:11.536777-07:00","document_number":"69","attachment_number":null,"pacer_doc_id":"127039322185","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Reply Memorandum of Law in Support of 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