The litigation focuses on C3.ai’s senior management’s statements about the company’s customers leading up to and after the company’s IPO conducted in Dec. 2020 including, without limitation, their repeated touting of relationships with Baker Hughes and others, claiming those relationships support investor expectations of future revenue visibility.
The lawsuit alleges defendants made false and misleading statements and/or failed to disclose that: (1) C3.ai’s partnership with Baker Hughes was deteriorating; (2) the company employed a flawed accounting methodology to conceal its Baker Hughes partnership; (3) the company faced challenges in product adoption; and, (4) the company overstated inter alia the extent of its investment in technology, description of its customers, its total addressable market (“TAM”), the pace of its market growth, and the scale of alliances with its major business partners.
The lawsuit alleges the truth began to eke out on Feb. 16, 2022, when analyst Spruce Point Capital Management published a report entitled “Real Intelligence: Sell C3.ai” concluding the price of C3.ai shares presents a 40% - 50% downside risk. Among other things, Spruce Point alleged it uncovered “[s]igns of problematic financial reporting and accounting regarding the Baker Hughes joint venture and a revolving door in C3.ai’s Chief Financial Officer position,” Spruce Point also found “numerous discrepancies” regarding “the value of and cumulative investments made by C3.ai in its technology, description of customers, its [TAM], the pace of market growth and the scale of alliances with companies such as Microsoft, Hewlett Packard Enterprises, Google Cloud, Intel and Amazon Web Services.”
Shortly after Spruce Point’s analysis, C3.ai’s CFO (Adeel Manzoor) resigned after 3 months on the job, and analysts at Deutsche Bank reportedly slashed their rating to “sell” citing the lack of stability in top management as increasing the risk around financial reporting.