Reynolds v. Citadel Securities LLC — Entry #40: MOTION to Appoint Lead Plaintiff Duc To ( Responses due by 9/11/2026.), MOTION to Appoint Lead Counsel The Rosen Law Firm, P.A

Case 1:26-cv-24485-RKA Document 40 Entered on FLSD Docket 08/28/2026 Page 1 of 13


                           UNITED STATES DISTRICT COURT
                           SOUTHERN DISTRICT OF FLORIDA

                      CASE NO. 1:26-CV-24485-ALTMAN/Hernandez

   ARON REYNOLDS, Individually and On
   Behalf of All Others Similarly Situated,

                              Plaintiff,
               vs.

   CITADEL SECURITIES LLC and VIRTU
   AMERICAS LLC,

                             Defendants.


   MOTION AND MEMORANDUM OF LAW IN SUPPORT OF MOTION OF MOVANT
                DUC TO TO APPOINT LEAD PLAINTIFF AND
                   APPROVE SELECTION OF COUNSEL


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                                                      TABLE OF CONTENTS

  MOTION......................................................................................................................................... 1

  INTRODUCTION AND BACKGROUND ................................................................................... 1

  ARGUMENT .................................................................................................................................. 3

             I.         MOVANT SHOULD BE APPOINTED LEAD PLAINTIFF ................................ 3

                        A.         MOVANT IS WILLING TO SERVE AS CLASS
                                   REPRESENTATIVE .................................................................................. 4

                        B.         MOVANT HAS THE LARGEST FINANCIAL INTEREST
                                   IN THE ACTION ....................................................................................... 4

                        C.         MOVANT SATISFIES THE REQUIREMENTS OF RULE 23
                                   OF THE FEDERAL RULES OF CIVIL PROCEDURE ........................... 5

                                   1. Movant’s Claims are Typical .................................................................. 5

                                   2. Movant Is Adequate ................................................................................ 6

                        D.         MOVANT IS PRESUMPTIVELY THE MOST ADEQUATE
                                   PLAINTIFF................................................................................................. 6

             II.        MOVANT’S SELECTION OF COUNSEL SHOULD BE APPROVED .............. 7

  CONCLUSION ............................................................................................................................... 8

  COMPLIANCE WITH CIVIL LOCAL RULE 7.1(a)(3)............................................................... 8


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                                                 TABLE OF AUTHORITIES

                                                                                                                                 Page(s)

  Cases

  Edward J. Goodman Life Income Tr. v. Jabil Circuit, Inc.,
    2007 WL 170556 (M.D. Fla. Jan. 18, 2007) ............................................................................... 4

  In re Bally Total Fitness, Sec. Litig.,
    2005 WL 627960 (N.D. Ill. Mar. 15, 2005) ................................................................................ 4

  In re Cendant Corp. Litig.,
    264 F.3d 201 (3d Cir. 2001) ........................................................................................................ 6

  In re Comverse Technology, Inc. Secs. Litig.,
    2007 WL 680779 (E.D.N.Y. Mar. 2, 2007) ................................................................................ 4

  In re Fuwei Films Sec. Litig.,
    247 F.R.D. 432 (S.D.N.Y. 2008)............................................................................................. 4, 5

  In re Livent, Inc. Noteholders Sec. Litig.,
    210 F.R.D. 512 (S.D.N.Y. 2002)................................................................................................. 5

  In re Olsten Corp. Secs. Litig.,
    3 F. Supp.2d 286 (E.D.N.Y. 1998) .............................................................................................. 4

  In re Oxford Health Plans, Inc. Sec. Litig.,
    182 F.R.D. 42 (S.D.N.Y. 1998)................................................................................................... 5

  Lax v. First Merchants Acceptance Corp.,
    1997 WL 461036 (N.D. Ill. Aug. 11, 1997) ................................................................................ 4

  Plumbers & Pipefitters Local 51 Pension Fund v. Darden Restaurants, Inc.,
    No. 608-CV-388-ORL-19DAB, 2008 WL 2608111 (M.D. Fla. July 1, 2008)........................... 7

  Sherleigh Assocs. LLC v. Windmere-Durable Holdings, Inc.,
    184 F.R.D. 688 (S.D. Fla. 1999) ................................................................................................. 3

  Statutes

  15 U.S.C. § 78u-4(a)(3)(B) ............................................................................................................. 1

  15 U.S.C. § 78u-4(a)(3)(B)(iii) ................................................................................................... 3, 4

  15 U.S.C. § 78u-4(a)(3)(B)(iii)(I) ................................................................................................... 6

  15 U.S.C. § 78u-4(a)(3)(B)(iii)(II)(aa) ........................................................................................... 7


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  15 U.S.C. § 78u-4(a)(3)(B)(v) ........................................................................................................ 7

  Rules

  Fed. R. Civ. P. 23 .................................................................................................................... 3, 5, 6

  Fed. R. Civ. P. 23(a) ....................................................................................................................... 5


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                                                MOTION

         Movant Duc To (“Movant”), pursuant to Section 21D of the Securities Exchange Act of

  1934, 15 U.S.C. § 78u-4(a)(3)(B), as amended by the Private Securities Litigation Reform Act of

  1995 (the “PSLRA”), hereby moves this honorable Court on a date and at such time as may be

  designated by the Court, for an Order: (1) appointing Movant as Lead Plaintiff; and (2) approving

  the Movant’s selection of The Rosen Law Firm, P.A. as Lead Counsel; and (3) granting such other

  and further relief the Court may deem just and proper.

         In support of this Motion, Movant submits herewith a Memorandum of Law, the

  Declaration of Laurence M. Rosen (with attachments), and a [Proposed] Order, all dated August

  28, 2026.

         Movant is aware of the order dated August 4, 2026, staying the case and terminating all

  pending deadlines unrelated to the motion to transfer. However, out of an abundance of caution

  owing to the statutory lead plaintiff motion deadline established by the PSLRA, Movant submits

  this motion for lead plaintiff appointment.

                             INTRODUCTION AND BACKGROUND

         This action was commenced on June 29, 2026, against Citadel Securities LLC (“Citadel”)

  and Virtu Americas LLC (“Virtu” and, collectively with Citadel, “Defendants”) for violations

  under the Exchange Act. That same day, an early notice was issued pursuant to the PSLRA

  advising class members of, inter alia, the allegations and claims in the complaint, the Class Period,

  and advising class members of their option to seek appointment as Lead Plaintiff. See Declaration

  of Laurence M. Rosen (“Rosen Decl.”), Ex. 1, filed herewith.

         Founded in 2002, Genius Group Limited (“Genius”) provides AI-powered business

  education and development tools, and management consultancy services to entrepreneurs and


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  business owners. In addition to its online education services, Genius also owns and operates

  resorts, retreats, and co-working cafes that offer resources supporting entrepreneurship and

  business development. Genius has been publicly traded on the New York Stock Exchange

  (“NYSE”) since April 2022 under the ticker “GNS.”

         Defendant Citadel is a Delaware limited liability company headquartered in Miami,

  Florida. Citadel is registered with the SEC as a broker-dealer, and places and executes trades for

  both its customers and for its own account. According to Citadel, the company engages in market

  making in U.S. equities and other securities. According to Citadel, the company trades over 20%

  of U.S. equities volume and executes approximately 35% of all publicly listed retail volume.

  During the Class Period, Citadel, together with Virtu, was the largest trader of Genius securities,

  jointly executing 65%-85% of all over-the-counter trading.

         Defendant Virtu is a Delaware limited liability with its principal place of business in New

  York, and conducts substantial business in Florida, including through its office in Palm Beach

  Gardens, Florida. Virtu is a broker-dealer registered with the SEC, and places and executes trades

  for both its customers and for its own account. According to Virtu, the company engages in market

  making in U.S. equities and other securities and is responsible for approximately 25% of retail

  orders placed in the U.S. During the Class Period, Virtu, together with Citadel, was the largest

  trader of Genius securities, jointly executing 65%-85% of all over-the-counter trading.

         For years, Defendants repeatedly, and on a massive scale, placed and executed

  manipulative trades that were designed to, and did, artificially deflate the price of Genius stock

  and expand its bid-ask spread, thereby causing investors to sell their shares at artificially depressed

  prices while also inflating their transaction costs. This fraudulent scheme, known as “spoofing,”

  enriched Defendants while devastating Movant and other Genius investors.


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            The complaint alleges that throughout the Class Period, Defendants repeatedly entered

  thousands of Baiting Orders designed to create the false impression that there was both excess

  supply and excess volatility in Genius stock. These manipulative orders were calculated to (and

  successfully did) deceive or induce other investors to sell their holdings at artificially deflated

  prices.

            As a result of Defendants’ wrongful acts and omissions, Movant and other Class members

  have suffered significant losses and damages.

                                                ARGUMENT

  I.        MOVANT SHOULD BE APPOINTED LEAD PLAINTIFF

            The PSLRA set forth procedures for the selection of Lead Plaintiff in class actions brought

  under the Act. The PSLRA provides a “rebuttable presumption” that the most “adequate plaintiff”

  to serve as Lead Plaintiff is the “person or group…” that:

                    (aa) has either filed the complaint or made a motion in response to a notice . . .;

                    (bb) in the determination of the Court, has the largest financial interest in the relief

  sought by the class; and

                    (cc) otherwise satisfies the requirements of Rule 23 of the Federal Rules of Civil

  Procedure.

  15 U.S.C. § 78u-4(a)(3)(B)(iii); see also Sherleigh Assocs. LLC v. Windmere-Durable Holdings,

  Inc., 184 F.R.D. 688, 693 (S.D. Fla. 1999).

            As set forth below, Movant satisfies all three of these criteria and thus is entitled to the

  presumption that he is the most adequate plaintiff of the class and, therefore, should be appointed

  Lead Plaintiff.


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  A.      MOVANT IS WILLING TO SERVE AS CLASS REPRESENTATIVE

          Movant has filed herewith a PSLRA certification attesting that Movant is willing to serve

  as representative of the class and remains willing to provide testimony at deposition and trial, if

  necessary. See Ex. 2 hereto. Accordingly, Movant satisfies the first requirement to serve as Lead

  Plaintiff for the Class.

  B.      MOVANT HAS THE LARGEST FINANCIAL INTEREST IN THE ACTION

          The PSLRA requires a court to adopt a rebuttable presumption that “the most adequate

  plaintiff … is the person … that … has the largest financial interest in the relief sought by the

  class” 15 U.S.C. § 78u-4(a)(3)(B)(iii); Edward J. Goodman Life Income Tr. v. Jabil Circuit, Inc.,

  2007 WL 170556, at *3 (M.D. Fla. Jan. 18, 2007). In determining the movant with the largest

  financial interest, Courts have employed the Olsten/Lax analysis: (1) the number of shares

  purchased during the class period; (2) the net number of shares purchased during the class period;

  (3) the total net funds expended during the class period; and (4) the approximate loss suffered

  during the class period. In re Comverse Technology, Inc. Secs. Litig., 2007 WL 680779 * 3

  (E.D.N.Y. Mar. 2, 2007) (citing Lax v. First Merchants Acceptance Corp., 1997 WL 461036 * 5

  (N.D. Ill. Aug. 11, 1997)); In re Olsten Corp. Secs. Litig., 3 F. Supp.2d 286, 296 (E.D.N.Y. 1998).

          Of the Lax/Olsten-styled factors in determining the largest financial interest, the financial

  loss is the most significant factor. See In re Fuwei Films Sec. Litig., 247 F.R.D. 432, 437 (S.D.N.Y.

  2008). Indeed, “the best yardstick by which to judge ‘largest financial interest’ is the amount of

  loss, period.” In re Bally Total Fitness, Sec. Litig., 2005 WL 627960 * 4 (N.D. Ill. Mar. 15, 2005).

          Movant lost approximately $152,882.23 in connection with his purchases of Genius

  securities. See Rosen Decl. Ex. 3. Accordingly, Movant satisfies the largest financial interest

  requirement to be appointed as Lead Plaintiff for the class.


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  C.      MOVANT SATISFIES THE REQUIREMENTS OF RULE 23 OF THE FEDERAL

  RULES OF CIVIL PROCEDURE

          Section 21D(a)(3)(B)(iii)(I)(cc) of the PSLRA further provides that, in addition to

  possessing the largest financial interest in the outcome of the litigation, the Lead Plaintiff must

  “otherwise satisfy the requirements of Rule 23 of the Federal Rules of Civil Procedure.” Rule 23(a)

  provides that a party may serve as a class representative if the following four requirements are

  satisfied:

          (1) the class is so numerous that joinder of all members is impracticable, (2) there
          are questions of law or fact common to the class, (3) the claims or defenses of the
          representative parties are typical of the claims or defenses of the class, and (4) the
          representative parties will fairly and adequately protect the interests of the class.

          In making its determination that the Lead Plaintiff satisfies the requirements of Rule 23,

  the Court need not raise its inquiry to the level required in ruling on a motion for class

  certification—a prima facie showing that the movants satisfy the requirements of Rule 23 is

  sufficient. In re Fuwei Films Securities Litigation, 247 F.R.D. at 439 (only a prima facie showing

  is required) (citations omitted). Moreover, “typicality and adequacy of representation are the only

  provisions relevant to a determination of lead plaintiff under the PSLRA.” In re Oxford Health

  Plans, Inc. Sec. Litig., 182 F.R.D. 42, 49 (S.D.N.Y. 1998).

  1. Movant’s Claims are Typical

          The Rule 23(a) typicality requirement is satisfied when a plaintiff’s claims arise from the

  same event, practice or course of conduct that gives rise to other class members’ claims and

  plaintiff’s claims are based on the same legal theory. See In re Livent, Inc. Noteholders Sec. Litig.,

  210 F.R.D. 512, 516 (S.D.N.Y. 2002). Rule 23 does not require the lead plaintiff to be identically

  situated with all class members. Id.


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           Here, Movant’s claims are typical of the claims asserted by the Class. Movant, like all

   members of the Class, alleges that Defendants violated the Exchange Act by issuing false and

   misleading statements about Genius’s business and financial condition. Movant’s interests are

   closely aligned with the other Class members’ and Movant’s interests are, therefore, typical of the

   other members of the Class.

   2. Movant Is Adequate

           The adequacy of representation of Rule 23 is satisfied where it is established that a

   representative party has the ability to represent the claims of the class vigorously, has obtained

   adequate counsel, and there is no conflict between a potential representative’s claim and those

   asserted on behalf of the class. In re Cendant Corp. Litig., 264 F.3d 201, 265 (3d Cir. 2001).

           Here, Movant has communicated with competent, experienced counsel concerning this

   case, and made this motion to be appointed as Lead Plaintiff. Movant is not aware that any conflict

   exists between Movant’s claims and those asserted on behalf of the Class. Movant also sustained

   substantial financial losses from investments in Genius securities and is, therefore, extremely

   motivated to pursue claims in this action.

   D.      MOVANT IS PRESUMPTIVELY THE MOST ADEQUATE PLAINTIFF

           The presumption in favor of appointing Movant as Lead Plaintiff may be rebutted only

   upon proof “by a purported member of the Plaintiffs’ class” that the presumptively most adequate

   plaintiff:

           (aa) will not fairly adequately protect the interest of the class; or

           (bb) is subject to unique defenses that render such plaintiff incapable of adequately

           representing the class.

   15 U.S.C. § 78u-4(a)(3)(B)(iii)(I).


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           The presumption that Movant is the most adequate Lead Plaintiff is not, therefore, subject

   to rebuttal. Movant has suffered substantial financial losses and has the largest financial interest in

   this case of any timely lead plaintiff. The ability of Movant to represent the Class fairly and

   adequately is discussed above. Movant is not aware of any unique defenses Defendants could raise

   against it that would render Movant inadequate to represent the Class.

           Movant lives in Sweden, where he works as a nurse. Movant has a university degree in

   nursing and healthcare. Movant has been investing for 4 years. Thus, the close alignment of

   interests between Movant and other class members, as well as his strong desire to prosecute this

   action on behalf of the class, provides ample reason to grant Movant’s motion to serve as Lead

   Plaintiff.

   II.     MOVANT’S SELECTION OF COUNSEL SHOULD BE APPROVED

           The PSLRA vests authority in the Lead Plaintiff to select and retain lead counsel, subject

   to the approval of the Court. 15 U.S.C. § 78u-4(a)(3)(B)(v). The Court should interfere with Lead

   Plaintiff’s selection only when necessary “to protect the interests of the class.” 15 U.S.C. § 78u-

   4(a)(3)(B)(iii)(II)(aa); Plumbers & Pipefitters Local 51 Pension Fund v. Darden Restaurants, Inc.,

   No. 608-CV-388-ORL-19DAB, 2008 WL 2608111, at *2 (M.D. Fla. July 1, 2008) (when a law

   firm has prosecuted securities class actions in the past successfully, courts will generally not

   interfere with a lead plaintiff movant’s choice of counsel.).

           Movant has selected Rosen Law as Lead Counsel. Rosen Law has been actively

   researching the class plaintiffs’ claims, reviewing financial and legal documents, and gathering

   other information in support of the claims against the Defendants. Furthermore, Rosen Law is

   experienced in the area of securities litigation and class actions and has successfully prosecuted


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   securities litigation and securities fraud class actions on behalf of investors in courts across the

   country. See Rosen Decl., Ex. 4.

          As a result of the firms’ experience in litigation involving issues similar to those raised in

   this action, Movant’s counsel has the skill and knowledge to prosecute this action effectively and

   expeditiously. Thus, the Court may be assured that by approving Movant’s selection of Lead

   Counsel, the members of the class will receive the best legal representation available.

                                            CONCLUSION

          For the foregoing reasons, Movant respectfully requests that the Court issue an Order: (1)

   appointing Movant as Lead Plaintiff for the class; (2) approving Movant’s selection of The Rosen

   Law Firm, P.A. as Lead Counsel; and (3) granting such other relief as the Court may deem to be

   just and proper.

                      COMPLIANCE WITH CIVIL LOCAL RULE 7.1(a)(3)

          Local Rule 7.1(a)(3) requires a conference of counsel prior to filing motions. Due to the

   lead plaintiff procedure of the PSLRA, however, Movant does not yet know which other entities

   or persons plan to move for appointment as lead plaintiff until after all movants have filed their

   respective motions. Under these circumstances, Movant respectfully requests that the conferral

   requirement of Local Rule 7.1(a)(3) be waived.

   Dated: August 28, 2026                Respectfully submitted,
                                         THE ROSEN LAW FIRM, P.A.
                                         /s/Laurence M. Rosen
                                         Laurence M. Rosen, Esq., Fla. Bar No. 0182877
                                         275 Madison Avenue, 40th Floor
                                         New York, New York 10016
                                         Telephone: (212) 686-1060
                                         Fax: (212) 202-3827
                                         Email: [email protected]

                                        [Proposed] Lead Counsel for Lead Plaintiff


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                                  CERTIFICATE OF SERVICE

          I hereby certify that on August 28, 2026, a true and correct copy of the foregoing document

   was served by CM/ECF to the parties registered to the Court’s CM/ECF system.


                                        /s/Laurence M. Rosen
                                          Laurence M. Rosen


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