Premca Extra Income Fund LP v. Angle

── Premca Extra Income Fund LP v. Angle ── Court: Court of Appeals for the First Circuit Date: June 05, 2026 Category: General United States Court of Appeals For the First Circuit No. 25-1192 PREMCA EXTRA INCOME FUND LP, individually and on behalf of all others similarly situated, Plaintiff, Appellant, DYLAN DAS, Plaintiff, v. COLIN M. ANGLE; JULIE ZEILER, Defendants, Appellees, IROBOT CORPORATION, Defendant. APPEAL FROM THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MASSACHUSETTS [Hon. William G. Young, U.S. District Judge] Before Rikelman, Lynch, and Aframe, Circuit Judges. Christopher P. T. Tourek, with whom Joshua B. Silverman, Genc Arifi, and Pomerantz LLP were on brief, for appellant. Alisha Q. Nanda, with whom James R. Carroll, Rene H. DuBois, and Skadden, Arps, Slate, Meagher & Flom LLP were on brief, for appellees. June 5, 2026  AFRAME, Circuit Judge. In August 2022, Amazon, Inc., the online retailer, and iRobot, Inc., a robotics company best known for inventing a popular robot vacuum cleaner called the Roomba, announced their intention to merge. Over the next approximately eighteen months, Amazon and iRobot sought clearance for the merger from domestic and international antitrust regulators. In January 2024, when approval from United States and European Union authorities seemed doubtful, Amazon and iRobot terminated their merger attempt. Following the abandoned merger, iRobot shareholders, led by Premca Extra Income Fund, LP ("Premca"), brought a securities fraud class action against iRobot, Colin Angle, iRobot's chief executive officer, and Julie Zeiler, iRobot's chief financial officer. After Premca filed an amended complaint, the defendants moved to dismiss it for failing to state a claim, arguing that it neither identified a statement that contained an actionable material misrepresentation or omission nor adequately alleged scienter. The district court agreed on both fronts and dismissed the complaint with prejudice. Premca appealed. After oral argument, iRobot entered Chapter 11 bankruptcy, which resulted in a temporary stay of the appeal. During the stay, the parties jointly requested to dismiss iRobot from the appeal but to have the appeal proceed with respect to Angle and Zeiler (the "individual defendants"). We granted that request. - 3 -  We now conclude that the district court correctly dismissed the amended complaint for all statements identified by Premca except for the August 24, 2023, modified proxy statement. As we explain, the amended complaint plausibly alleges that an opinion expressed in iRobot's modified proxy statement -- namely, that the company expected regulatory approval for the merger -- is actionable because it omitted important contrary information about European approval in circumstances that adequately suggest scienter. I. Because we are evaluating the grant of a motion to dismiss under Federal Rule of Civil Procedure 12(b)(6), we describe the well-pleaded allegations from the amended complaint, supplemented by "'documents the authenticity of which are not disputed by the parties,' 'official public records,' and 'documents sufficiently referred to in the complaint.'" Constr. Indus. & Laborers Joint Pension Tr. v. Carbonite, Inc., 22 F.4th 1, 4 (1st Cir