OPINION AND ORDER In this putative class action, Lead Plaintiff Rahul Saraf brings securities fraud claims against Ebix, Inc. (“Ebix” or the “Company”), and two Ebix executives, Robin Raina and Steven Hamil (the “Individual Defendants”). Saraf alleges that, between November 9, 2020, and February 19, 2021 (the “Class Period”), Defendants made material misstatements regarding Ebix’s internal control over its financial reporting, in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), 15 U.S.C. §§78j(b) and 78t(a); and Securities and Exchange Commission (“SEC”) Rule 10b-5 (“Rule 10b-5″), 17 C.F.R. §240.10b-5. In a prior Opinion and Order, the Court granted Defendants’ motion to dismiss the Second Amended Complaint, finding that Saraf failed to plead scienter. See Saraf v. Ebix, Inc., __ F. Supp. 3d __ , 2022 WL 4622676 (S.D.N.Y. Sept. 30, 2022) (ECF No. 71) (“Saraf I”). Thereafter, Saraf filed the operative Third Amended Complaint, adding four new sets of allegations in an effort to plug the scienter hole. Defendants now move, pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure, to dismiss again, arguing that, even with his new allegations, Saraf does not establish scienter. The Court agrees. Thus, and for the reasons that follow, Defendants’ motion is GRANTED, and the Third Amended Complaint is dismissed. BACKGROUND The following facts, which are (unless noted) taken from the Third Amended Complaint, documents it incorporates, and matters of which the Court may take judicial notice, are construed in the light most favorable to Saraf. See, e.g., Kleinman v. Elan Corp., PLC, 706 F.3d 145, 152 (2d Cir. 2013); ATSI Commc’ns, Inc. v. Shaar Fund, Ltd., 493 F.3d 87, 98 (2d Cir. 2007) (stating that a court may consider “legally required public disclosure documents filed with the SEC”). Ebix is a Delaware corporation headquartered in Georgia, the common stock of which trades on NASDAQ. ECF No. 72 (“TAC”), 20. Ebix provides “on-demand software and ecommerce services” and “employs nearly 10,000 people worldwide.” Id. 48. Ebix operates in numerous countries, but its “operations are overwhelmingly weighted in India where the majority of its employees reside,” and its “revenues and profits are primarily derived from its EbixCash subsidiary, whose operations are in India, particularly payments solutions such as prepaid cards and gift cards.” Id. 49. Raina is Ebix’s CEO and Chairman of the Board. Id.
39-40. Hamil was, at all relevant times, Ebix’s CFO. Id. 45. In May 2017, Ebix acquired an 80 percent stake in ItzCash, the “dominant payment solutions exchange in India.” Id. 52. ItzCash was subsequently renamed “EbixCash” and rapidly grew during the COVID-19 pandemic. Id.
