Valenti

UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA 6 DANIEL VALENTI, et al., Case No. 21-cv-06118-JD

Plaintiffs,

ORDER RE MOTION TO DISMISS

v.

DFINITY USA RESEARCH LLC, et al., Defendants.

In this securities action, defendants’ motion to dismiss, Dkt. No. 143, is granted, and plaintiffs’ second amended complaint, Dkt. No. 139 (SAC), is dismissed with leave to amend. I. SECURITIES ACT CLAIMS Defendants seek the dismissal of plaintiffs’ claims under Sections 12(a)(1) and 15 of the Securities Act as “time-barred under Section 13’s three-year statute of repose.” Dkt. No. 143 at 4. Defendants say that the “three-year period begins when the security is first bona fide offered,” id. (quoting P. Stolz Fam. P’ship L.P. v. Daum, 355 F.3d 92, 99-100 (2d Cir. 2004)), and that here, plaintiffs themselves have alleged that “Dfinity first offered ICP to the public shortly after February 2017,” outside of the three-year period. Dkt. No. 143 at 5. Defendants highlight the SAC’s allegations that “[i]n February 2017, Williams…