1. Whether Section 12(a)(2) of the Securities Act of 1933 requires plaintiffs to plead and prove that they bought shares registered in the offering for which the defendant filed a misleading prospectus.

2. Whether courts should apply a burden-shifting regime to determine whether the shares the plaintiff bought were registered in direct listing cases, where registered and unregistered shares are simultaneously issued to the public pursuant to a single registration statement.

Whether Section 12(a)(2) of the Securities Act requires plaintiffs to plead and prove registration of shares purchased in a misleading prospectus and whether courts should apply burden-shifting in direct listing cases