1 unchanged sentence
10b5-1 Trading Arrangements
−Removed: During the three months ended June 30, 2024, none of our directors or officers (as defined in Section 16 of the Securities Exchange Act of 1934, as amended) adopted , modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K.
+Added: During the three months ended September 30, 2024, none of our directors or officers (as defined in Section 16 of the Securities Exchange Act of 1934, as amended) adopted , modified or terminated any contract , instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K.
Amendments to Credit Facilities
−Removed: On August 13, 2024, we entered into the First Amendment to the 2024 Credit Facility with the 2024 Lenders, Gerard Barron and ERAS Capital LLC, to increase the borrowing limit of the 2024 Credit Facility to $25 million in the aggregate ($12.5 million from each of the 2024 Lenders).
−Removed: Under the terms of the First Amendment, the borrowing limit will return to $20 million in the aggregate ($10 million from each of the 2024 Lenders) upon certain financing events.
−Removed: The foregoing description of the First Amendment does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the full text of the First Amendment attached as Exhibit 10.5 to this Quarterly Report on Form 10-Q and incorporated herein by reference.
+Added: On November 14, 2024, we entered into the Second Amendment to the 2024 Credit Facility with the 2024 Lenders, Gerard Barron and ERAS Capital LLC (the “Second Amendment”), to increase the borrowing limit thereunder to $38 million in the aggregate ($19 million from each of the 2024 Lenders) and to extend the maturity date to December 31, 2025.
+Added: Under the terms of the Second Amendment, the parties agreed to an increase in the underutilization fee to 6.5% and to allow repayment of the Loan to be made in equity at the Company’s election.
+Added: The foregoing description of the Second Amendment does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the full text of the Second Amendment which we expect to attach as an Exhibit to our next Annual Report on Form 10-K and incorporated therein by reference.
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
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SEC File/ Reg.
−Removed: Employment Agreement, dated April 16, 2024, by and between TMC the metals company Inc.
−Removed: and Gerard Barron
+Added: Third Amendment to the Unsecured Credit Facility, dated August 16, 2024, by and between TMC the metals company Inc.
+Added: Argentum Cedit Virtuti GCV
(Exhibit 10.1)
−Removed: Consulting Agreement, dated April 9, 2024, by and between TMC the metals company Inc.
−Removed: and Steve Jurvetson
+Added: Working Capital Loan Agreement, dated September 9, 2024, by and between TMC the metals company Inc.
+Added: and Allseas Investments SA
(Exhibit 10.1)
−Removed: TMC the metals company Inc.
−Removed: 2021 Incentive Equity Plan, as amended
−Removed: Loan Agreement, dated May 27, 2024, by and between TMC the metals company Inc.
−Removed: and Argentum Cedit Virtuti GCV
+Added: Amendment to the Working Capital Loan Agreement, dated October 18, 2024, by and between the Company and Allseas Investments SA.
+Added: (Exhibit 10.1)
First Amendment to the Unsecured Credit Facility, dated August 13, 2024, by and between TMC the metals company Inc.
and Gerard Barron and ERAS Capital LLC
+Added: (Exhibit 10.5)
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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† Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[***]”) because the identified confidential portions (i) are not material and (ii) is the type of information that the Company treats as private or confidential.
−Removed: + Management contract or compensatory plan or arrangement.
+Added: + Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5).
+Added: The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
* The certifications attached as Exhibit 32 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of TMC the metals company Inc.
2 unchanged sentences
TMC THE METALS COMPANY INC.
−Removed: August 14, 2024
+Added: November 15, 2024
/s/ Gerard Barron
1 unchanged sentence
Chief Executive Officer
−Removed: August 14, 2024
+Added: November 15, 2024
/s/ Craig Shesky
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.