Falsity is a key element of a claim under Securities Act section 11 and Securities Exchange Act section 10 (and Rule 10b-5). To satisfy Rule 9(b) and the PLRSA’s heightened pleading requirements, a plaintiff must plead specific facts showing what was represented and why it was false. In this case, plaintiff failed to do so because it failed to define key terms in the alleged misrepresentations, such as “cloud-native” programming. The complaint did not allege what the term meant at the time the representation was made and so could not allege facts showing that the representation was false. The decision, therefore, affirms dismissal of the plaintiff’s claims.