What changed in this filing

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Item 1. Business

2022-03-25 compared with 2021-03-30 · 705 added, 1244 removed, 3 unchanged (100% of the section changed)

We are a blank check company

incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share

purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout

this Report as our initial business combination.

We are an emerging growth company and, as such, we are subject to all of the

risks associated with emerging growth companies.

We believe that there are significant,

attractive investment opportunities that exist within industries that benefit from strong Environmental, Social and Governance

(“ESG”) profiles.

While investing in ESG covers a broad range of themes, we are focused on evaluating suitable targets

that have existing environmental sustainability practices or that may benefit, both operationally and economically, from our management

team’s commitment and expertise in executing such practices.

We believe our management team’s experience allows us

to evaluate targets in industries such as manufacturing (including auto, building materials), chemicals, services (including waste,

environmental, construction), logistics (including transportation, distribution), technology (hardware, software, devices), agriculture

(including biofuels) and energy (with focus on renewable generation, utility services, energy efficiency/management), among others.

Furthermore, our target universe could include companies undergoing a transition to increase their environmental sustainability

profiles, reflecting an opportunity to bring environmentally sustainable practices to companies that may not have historically

been focused on environmental sustainability.

We believe there is a wide array of companies undergoing this “brown-to-green”

transition in our target universe.

Companies in our target universe tend to have stable growth rates and would greatly benefit

from access to public market capital.

We believe in the ability of

our management team to add significant value to a target company from a commercial, operating, strategic and sustainability perspective.

In particular, we intend to identify and acquire a business that could benefit from a hands-on owner with extensive operational

experience and the public company expertise our management team possesses, or that relies on the target’s executive and

operational expertise but presents potential for an attractive risk-adjusted return profile under our stewardship.

Even fundamentally

sound companies can often underperform their potential due to underinvestment, a temporary period of dislocation in the markets

in which they operate, over-levered capital structures, excessive cost structures, incomplete management teams and/or inappropriate

business strategies.

Our management team has extensive experience in identifying and executing such strategies.

In addition, our

team has significant hands-on experience working with private companies in preparing for and executing an initial public

offering and serving as active owners and directors by working closely with these companies to continue their transformations

and help create value in the public markets.

Our Founders, Our Board of Directors and

Scott Leonard serves as our

Chief Executive Officer and on our board of directors.

Leonard has over 15 years of experience leading highly successful

business transformations and transitions.

Leonard also has deep expertise over the past eight years driving decarbonization

through technology adoption, product lifecycle management and development and industrial demand destruction.

has held various roles at both public and private companies including Chief Executive Officer, Chief Financial Officer, Chief

Restructuring Officer and Independent Director.

Previously, Mr.

Leonard served as Chief Financial Officer/Chief Restructuring

Officer at GenOn Energy from 2017 until 2018, and Chief Executive Officer of GenOn Mid-Atlantic LLC in 2018.

Leonard was at Hewlett Packard Enterprise (NYSE:

HPE), where he served as the Senior Vice President of Global Commercial

Functions for the Enterprise Services business.

Prior to that, Mr.

Leonard served as Deputy Executive Director, Chief Strategy & Administrative Officer for the Texas Department of Transportation from 2012 to 2014.

From 2005 to 2012, Mr.

held positions as Senior Vice President, Performance Improvement and Vice President, Corporate Planning at TXU Corp.

and its successor

Energy Future Holdings Corp.

Leonard previously served on the board of directors of NRG REMA, LLC and Lonestar II Generation

Earlier in his career, Mr.

Leonard was with McKinsey & Co.

as a management consultant and Donaldson Lufkin & Jenrette as an investment banker.

Leonard earned a B.S.

with Highest Honors from Georgia Tech, and an M.B.A.

Distinction from The Kellogg Graduate School of Management at Northwestern.

Scott Honour serves as the

Chairman of our board of directors.

Honour has over 30 years of private equity investment experience and has been involved

in over 100 transactions totaling over $20 billion in transaction value.

Honour is Managing Partner of Northern

Pacific Group (“

NPG ”), a private equity firm, which he co-founded in 2012.

Prior to that, Mr.

was at The Gores Group, a Los Angeles based private equity firm, for ten years, serving as Senior Managing Director and one of

the firm’s top executives.

During his time at The Gores Group, the firm raised four funds, totaling $4 billion in aggregate,

and made over 35 investments.

Honour also served on the investment committee for The Gores Group.

Prior to joining The

Gores Group, Mr.

Honour was a Managing Director at UBS Investment Bank from 2000 to 2002 and was an investment banker at

Donaldson, Lufkin & Jenrette from 1991 to 2000.

Honour began his career at Trammell Crow Company in 1988.

has served on the board of directors of numerous public and private companies, including Solar Spectrum Holdings LLC, Anthem Sports & Entertainment Inc., 1 st Choice Delivery, LLC, United Language Group, Inc., Renters Warehouse LLC, Real Dolmen

(REM:BB) and Westwood One, Inc.

(formerly Nasdaq:

WWON), and is a co-founder of Titan CNG LLC and YapStone Inc.

earned a B.S.

and B.A., cum laude , in Business Administration and Economics from Pepperdine University and an M.B.A.

in Finance and Marketing from the Wharton School of the University of Pennsylvania.

David Quiram serves as our

Chief Financial Officer.

Quiram has over 20 years of leadership experience in technology, strategy and finance organizations

with a deep understanding of the chemicals, emerging technology, bioscience and energy sectors.

Previously, Dr.

Quiram served

as Head of Financial Planning and Analysis and Tax at GenOn Energy (“GenOn”) from 2017 until 2019, where he was responsible

for standing up the financial and administrative functions of GenOn as a stand-alone entity from NRG Energy Inc.

Prior to that, Dr.

Quiram served as Head of Investments for Enterprise Services of Hewlett Packard Enterprise (NYSE:

2014 until 2017, where he directed investments into products and services.

From 2010 to 2014, Dr.

Quiram was with Accenture (NYSE:

ACN) as a Senior Manager in their Strategy practice focused on transforming utilities, independent power producers, and energy

From 2006 to 2009, Dr.

Quiram worked at multiple roles at TXU Energy starting in finance and later served as Vice President

of Retail Pricing and Procurement where he led the pricing and hedging for TXU Energy’s retail portfolio.

his career at McKinsey & Co where he worked as an Engagement Manager from 2001 until 2005, and as a Research Scientist at

DuPont (NYSE:

DD) from 1998 to 2001.

Quiram earned a B.S.

in Chemical Engineering with Highest Distinction from the University

of Virginia, and an M.S.

in Chemical Engineering from the Massachusetts Institute of Technology.

Rick Gaenzle serves on our

board of directors.

Gaenzle has over 30 years of private equity investment and corporate finance experience;

founder and currently serves as a Managing Director of Gilbert Global Equity Capital, L.L.C., the principal investment advisor

to Gilbert Global Equity Partners, L.P.

and related entities, a $1.2 billion leveraged buyout and private equity fund.

spent twenty-eight years at Gilbert Global and its predecessor entity, completing over 110 direct equity investments, co-investments and

add-on acquisitions for portfolio companies.

Previously, Mr.

Gaenzle was a Principal of Soros Capital L.P., the principal

venture capital and leveraged equity entity of the Quantum Group of Funds and a principal advisor to Quantum Industrial Holdings

Prior to joining Soros Capital, Mr.

Gaenzle held various positions at PaineWebber Inc.

Gaenzle currently serves

as a Senior Advisor to Impact Delta, an impact-investing and impact-measurement advisory firm;

an Operating Partner

and Chairman of Lake Street Homes, a single-family rental investment vehicle.

Gaenzle holds a B.A.

Hartwick College and an M.B.A.

from Fordham University.

Isaac Barchas serves on our

board of directors.

Barchas is the President and Chief Executive Officer of Research Bridge Partners (“

RBP ”),

a socially-driven investment company, which he founded in 2016.

RBP uses both concessionary and nonconcessionary investment

to create startup companies based on university research and advance those companies into the venture capital markets.

founding RBP, Mr.

Barchas led the Austin Technology Incubator (“ATI”) at The University of Texas at Austin from

2006 to 2016.

ATI’s Clean Energy Incubator was the first university clean tech incubation program in the United States.

Barchas’

leadership, ATI companies raised over $1 billion in the capital markets.

joined the university from McKinsey & Co., where he worked in the Chicago, Sydney, Auckland, and Dallas offices, from 1996

to 2006 and served on the leadership teams of McKinsey’s North American Healthcare Practice and Global Organization Practice.

Barchas has served on multiple private company boards and on philanthropic boards including Pecan Street Inc., the largest

analytically-focused clean energy and climate data consortium in the United States, where he was a founding board member.

Barchas earned a J.D.

(honors) and M.A.

(Century Fellowship) from The University of Chicago.

He received an A.B.

Stanford University (honors and Phi Beta Kappa).

Justin Kelly serves on our

board of directors.

Kelly is currently the Chief Executive Officer and Chief Investment Officer of Winslow Capital Management,

Winslow Capital ”), Nuveen’s center of excellence for growth investing.

Kelly also serves

as lead portfolio manager on the firm’s flagship U.S.

Large Cap Growth Strategy.

Kelly has been with Winslow Capital

for over two decades and has transformed the firm from a single strategy, niche investment firm to a thought leader globally in

growth equity investing with four strategies.

Prior to joining Winslow Capital in 1999, Mr.

Kelly was an equity analyst at

Investment Advisors in Minneapolis.

Prior to that, Mr.

Kelly worked at Prudential Bache, from 1993 to 1996 as Investment

Banker, and Salomon Brothers, from 1996 to 1997 as Investment Banker.

Kelly earned a B.S.

in Finance/Investments from

Babson College.

We are further supported by

our team of advisors comprised of former senior executives from leading global companies with experience in a wide range of sub-sectors and

functional areas, who have previously worked together over the last decade or more.

They provide us with access to their expertise

and extensive industry networks from which we intend to source and evaluate targets as well as devise plans to optimize any business

that we acquire.

Our management team is supported

by NPG, a technology and business services focused private equity firm based in Wayzata, Minnesota.

NPG has considerable experience

investing in ESG related portfolio companies with community impact, workplace diversity and integrity, and environmental resource

management acting as cornerstones to key investment decisions.

NPG has offset its carbon footprint to net zero, achieving CarbonNeutral®

The partners of NPG have been involved in acquisitions, financings and advisory transactions totaling over $20 billion

in transaction value and have significant experience investing across a variety of economic cycles and a track record of identifying

high-quality assets, businesses and management teams with significant resources, capital and optimization potential.

With respect to the above,

past performance of our management team is not a guarantee of either (i) success with respect to a business combination that may

be consummated or (ii) the ability to successfully identify and execute a transaction.

You should not rely on the historical record

of management or their respective affiliates as indicative of future performance.

See “Item 1A.

Risk Factors —

performance by our management team, including investments and transactions in which they have participated and businesses with

which they have been associated, may not be indicative of future performance of an investment in us, and we may be unable to provide

positive returns to shareholders.”

For a list of our executive officers and entities for which a conflict of interest may

or does exist between such officers and the company, please refer to “Item 10.

Directors, Executive Officers and Corporate

Governance—Conflicts of Interest.”

Proposed Business Combination

Merger Agreement

On March 4, 2021, we entered

into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business

Combination Agreement”), by and among SOAC, 1291924 B.C.

Unlimited Liability Company, an unlimited liability company existing

under the laws of British Columbia, Canada (“NewCo Sub”), and DeepGreen Metals Inc., a company existing under the

laws of British Columbia, Canada (“DeepGreen”).

We are a deep-sea minerals exploration company focused on the collection, processing and refining of polymetallic nodules found on the seafloor in international waters of the Clarion Clipperton Zone (“CCZ”), about 1,300 nautical miles south-west of San Diego, California.

The CCZ is a geological submarine fracture zone of abyssal plains and other formations in the Eastern Pacific Ocean, with a length of around 7,240 km (4,500 miles) that spans approximately 4,500,000 square kilometers (1,700,000 sq mi).

Polymetallic nodules are discrete rocks that sit unattached to the seafloor, occur in significant quantities in the CCZ and have high concentrations of nickel, manganese, cobalt and copper in a single rock.

These four metals contained in the polymetallic nodules are critical for the transition to clean energy.

Our resource definition work to date shows that nodules in our contract areas represent the world’s largest estimated undeveloped source of critical battery metals.

If we are able to collect polymetallic nodules from the seafloor on a commercial scale, we plan to use such nodules to produce three types of metal products:

(i) feedstock for battery cathode precursors (nickel and cobalt sulfates) for electric vehicles (“EV”) and renewable energy storage markets, (ii) copper cathode for EV wiring, clean energy transmission and other applications, and (iii) manganese silicate for manganese alloy production required for steel production.

Our mission is to build a carefully managed, shared stock of metal (a “metals common”) that can be used, recovered and reused for generations to come.

Significant quantities of newly mined metal are required because existing metal stocks are insufficient to meet rapidly rising demand.

Exploration and exploitation of seabed minerals in international waters is regulated by the International Seabed Authority (“ISA”), an intergovernmental organization established pursuant to the 1994 Agreement Relating to the Implementation of the United Nations Convention on the Law of the Sea (“UNCLOS”).

The ISA grants contracts to sovereign states or to private contractors who are sponsored by a sovereign state.

The ISA requires that a contractor must obtain and maintain sponsorship by a host nation that is a member of the ISA and signatory to UNCLOS and such nation must maintain effective supervision and regulatory control over such sponsored contractor.

The ISA has issued a total of 19 polymetallic nodule exploration contracts covering approximately 1.28 million km 2 , or 0.4% of the global seafloor, 17 of which are in the CCZ.

We hold exclusive exploration and commercial rights to three of the 17 polymetallic nodule contract areas in the CCZ through our subsidiaries Nauru Ocean Resources Inc.

(“NORI”) and Tonga Offshore Mining Limited (“TOML”), sponsored by the Republic of Nauru (“Nauru”) and the Kingdom of Tonga (“Tonga”), respectively, and exclusive commercial rights through our subsidiary, DeepGreen Engineering Pte.

Ltd.’s (“DGE”), arrangement with Marawa Research and Exploration Limited (“Marawa”), a company owned and sponsored by the Republic of Kiribati (“Kiribati”).

We are still in the exploration phase and have not yet obtained any exploitation contracts from the ISA to commence commercial scale polymetallic nodule collection in the CCZ nor have we obtained the applicable environmental permits and other permits required to build and operate commercial scale polymetallic nodule processing and refining plants on land.

Polymetallic Nodules

Deep-sea polymetallic nodules form on or just below the sediment-covered seafloor of the abyssal plains.

These nodules contain significant amounts of metals, and their unique characteristic compared to terrestrial deposits is the presence of four critical metals in one deposit.

Additionally, polymetallic nodules in the CCZ possess the following characteristics:

Characteristic

What it means

Far removed from human communities

No need for social displacement

No vegetation or other obstructions covering access to nodules

No need to remove overburden, no rock cutting or blasting

Unattached to the seafloor, 90% of nodule mass in the top 5 cm

No need for destructive rock cutting and excavation

High grades of four critical metals in a single ore

Four times less mass to process compared to land ores

Low head-grade variability

Potentially easy to process

2-10 cm diameter

Potentially easy to handle

Potentially easy to smelt

Very low concentrations of hazardous elements like arsenic, antimony and mercury

Potential to productize 100% of nodule mass and design a metallurgical flowsheet that generates no tailings and leaves nearly no solid waste streams behind

The above characteristics of polymetallic nodules may provide an opportunity to compress lifecycle environmental and social impacts of producing critical metals as compared to land ores.

In order to extract nickel, copper, cobalt and manganese from land ores, at least three different types of ores would need to be excavated.

Mine development often involves social displacement and impacts on indigenous people as well as deforestation, destruction of carbon sinks and biodiversity loss.

In addition, several times more mass would need to be processed, often requiring significant amounts of local water resources;

mining and processing tailings which can be toxic and need to be managed indefinitely in tailings dams, using dry-stacking or a practice known as deep-sea tailings placement (DSTP).

Furthermore, metal production from land ores can release several toxic streams into the surrounding environment which can negatively impact the health of local communities and ecosystems.

We believe using nodules to produce critical metals can help reduce several of these impacts associated with mining land ores.

If our nodules are to be processed and refined in the U.S., we can also compress the current supply chain of 50,000 miles that some materials need to travel before reaching U.S.

down to 1,500 miles, while reducing dependency on China which dominates refining for battery metals like nickel and cobalt.

Market Opportunity

A 2021 study by the International Energy Agency shows that the production of clean energy transition minerals could increase by 600% by 2040 to meet the growing demand for clean energy technologies required to keep global warming at 1.5°C.

Given the wide range of environmental and social impacts associated with conventional land-based mining, we believe it is important to ensure that these large amounts of critical metals are sourced with the lowest environmental, social, and economic impacts possible.

As the global supply of high-grade ore remains limited and metal demand increases, we can expect a larger environmental and social footprint, potential supply shortages and sustained increases in metal prices should land-based ores remain the only viable source of critical metals, or a more aggressive shift to alternative battery chemistries.

Industries which represent an end-use segment that may require all four critical metals contained in nodules are of particular interest to us and represents potential market opportunities.

Most notably, nodules contain metals that can be employed as:

(i) feedstock for battery cathode precursors (nickel and cobalt sulfates) for EV and renewable energy storage markets, (ii) copper cathode for EV wiring, clean energy transmission and other applications, and (iii) manganese silicate for manganese alloy production required for steel production.

See Section – Competitive Strengths.

Battery Metals and EV Market Opportunity - Global

We believe there will be significant growth in EV demand, with many countries committing to phasing out cars that burn fossil fuels and many original equipment manufacturers (“OEMs”) devoting significant resources to the electrification of their vehicle offerings.

Furthermore, at the UN Climate Change Conference (COP26) October 2021 meeting in Glasgow, Scotland, governments and major automakers signed a declaration to accelerate the transition to 100% zero-emissions cars and vans by committing to that target by 2040 globally and by 2035 in leading markets.

We believe this transition to clean energy and EVs will test the limits of the supply of certain metals where EVs require several times more of these metals (such as nickel, cobalt and copper) than cars with internal combustion engines.

Battery Metals and EV Market Opportunity - USA

In August 2021, the United States (“U.S.”) government announced a target of 50% EV sales by 2030.

The announcement was followed by a ramp-up of industry commitments to build battery cell manufacturing gigafactories, which are capable of producing large amounts of battery capacity through the entire manufacturing process, in the U.S.

which when aggregated with existing gigafactory plans would according to Benchmark Minerals Intelligence represent approximately 703GWh of capacity.

In June 2021, the Biden administration’s 100-Day Review of Critical Minerals Supply Chains estimated that fully electrifying U.S.

car sales would require 1,273ktpa of Class 1 nickel, 160ktpa of cobalt and 148ktpa of manganese, compared with existing U.S.

primary production of 14ktpa of Class 1 nickel, 0.5ktpa of cobalt, and zero primary production of manganese.

Across our NORI and TOML contract areas, we have identified 5,555kt of nickel, 813kt of cobalt and 123,920kt of manganese plus 4,709kt of copper, with the potential to take the U.S.

from zero or de minimis production of the three namesake elements in the most prominent battery cathode (NMC) to near self-sufficiency or potentially a net export position in each.

The opportunity to use seafloor nodule resources to secure battery metal supply lines was recently emphasized in a letter sent to the U.S.

Secretary of Defense by 17 retired generals, admirals which echoed similar sentiments to Senator Lisa Murkowski of Alaska who in February 2021 wrote to the U.S.

Secretary of Energy, to say that “new and abundant sources of supply, such as polymetallic nodules, offer a pathway to mineral security for the United States.”

Environmental Market Opportunity

All nickel, cobalt, copper and manganese going into EVs today are produced from land-based ores or recycled scrap.

Existing metal stocks available for recycling are insufficient to meet current demand.

Even with high end-of-life product recycling rates, most of the new demand over the coming decades will have to be met by new mining.

We believe the land mining sector is fundamentally challenged — ore grades are falling, production is moving to some of the more biodiverse and conflict-laden regions in the world (such as the Democratic Republic of the Congo, Indonesia, Philippines and South Africa), accessing ore bodies often requires a complete removal of ecosystems situated on and above such orebodies, and removing, breaking or tunneling through significant tonnage of waste rock.

Toxic levels of heavy elements often found in land orebodies typically need to be removed, stored, and maintained indefinitely — a real challenge on seismically active and wet tropical islands in countries like Indonesia that is expected to account for most of future growth in nickel supply.

Although as a result of a vigorous campaign by several non-governmental organizations, several participants in the EV supply chain including Volvo, BMW, Volkswagen and Samsung SDI have recently signed a call for a general precautionary moratorium on all forms of deep seabed mining until all other alternative sources are sufficiently explored and research has clearly demonstrated that deep seabed mining activities can be managed in a way that ensures effective protection of the marine environment we believe that battery metal production specifically from deep-sea polymetallic nodules provides an opportunity to significantly compress most lifecycle environmental, social and governance (ESG) impacts associated with conventional metal production from land-based ores.

To quantify comparative ESG footprints of metal production from nodules as compared to conventional land ores, we commissioned several lifecycle assessments (LCAs) looking at the cradle-to-gate impacts of producing nickel, copper, cobalt and manganese products for “1 billion EVs by 2050” scenario.

An LCA white paper looking at a comprehensive set of impacts was commissioned by us and co-authored by certain of our executive officers in 2018 and reviewed by subject matter specialists and published on our website in April 2020, an LCA research paper focusing on climate change impacts was peer-reviewed and published in the Elsevier Journal of Cleaner Production in December 2020 and an LCA research paper focusing on solid waste streams was peer-reviewed and was published in the Yale Journal of Industrial Ecology in January 2022.

Based on these LCA assessments that we commissioned and certain of our executive officers co-authored, we believe that we are positioned to become one of the lowest ESG footprint metal companies in the industry, offering an expected 70-99% reduction of most lifecycle ESG impacts as outlined in the table below.

While most of these reductions are attributable to the unique characteristics of the polymetallic nodule resource as described above, the elimination of solid processing waste streams onshore is due to our investment in a near-zero-waste flowsheet design and low carbon emissions are due to our commitment to locate onshore processing facilities in places with access to renewable power.

Uncertainty around each LCA indicator is discussed at length in the April 2020 white paper, the December 2020 climate change impacts paper and January 2022 waste impacts paper.

Land-based estimates were derived from public LCA databases that contain robust data for metals like nickel and copper;

estimates for metals like manganese and cobalt where data in public LCA databases was sparse were augmented with more recent data from peer-reviewed research.

Nodule-related estimates were based on technical scoping studies for our offshore and onshore production system that formed the basis of the Canadian NI-43-101 compliant preliminary economic assessment for NORI Area D (2019).

The indicators with the highest level of uncertainty for both supply scenarios — land ores and nodules — were impacts on biodiversity and the risk of biodiversity loss.

This type of data is not captured in public LCA databases and is further complicated by methodological difficulties of comparing marine and terrestrial life.

The CCZ abyssal plains are one of the most common and least populated habitats on the planet, akin to barren deserts on land.

The CCZ abyssal seafloor is plant-free, food-poor and dominated by bacterial life forms.

It has been studied extensively since the 1960s with over 13,000 papers published on polymetallic nodules in general and over 1,500 on CCZ nodules in particular.

Still more research is underway.

We, through our subsidiaries, completed 18 campaigns totaling 710 days at sea.

The largest driver of uncertainty is our ability to measure biodiversity itself.

Unlike biodiversity, biomass, measured as carbon contained in live organisms per m 2 of habitat, is easier to measure and compare.

We believe that the CCZ is one of lowest biomass places on the planet.

Metal production from nodules will reduce biomass at risk by over 90% compared to producing the same amount of metals from conventional land ores.

Biodiversity, defined as species richness, however, is much harder to measure.

We believe the assessment of biodiversity in the CCZ is similar to measuring biodiversity on land where a large portion of species remains undescribed despite 250 years of taxonomic classification effort.

As a precautionary environmental management and protection measure, the ISA has already set aside 1.97 million km 2 or 43% of the CCZ as protected areas, or Areas of Particular Environmental Interest (APEIs) aiming to ensure that all types of habitats that could be impacted by exploitation are represented within APEIs.

For comparison, only 7.7% of global oceans are protected today and the global targets currently being discussed by certain stakeholders aim to protect 30% of the oceans by 2030.

Additional marine impact mitigation measures such as setting aside more areas inside our contract areas and leaving partial nodule cover inside collection areas to aid natural recovery of bacterial and other communities are also being evaluated.

We are collaborating with some of the world’s leading researchers to conduct environmental baseline and collection impact studies in order to design plans that could mitigate marine impacts of nodule collection through collection system design and adaptive management systems.

It is also worth noting that if the entire CCZ area currently under exploration (1.28 million km 2 ) were to be exploited over a 30-year period, these nodule collection operations would impact 42,500 km 2 of the abyssal seafloor per year in one of the least productive areas of the ocean (with respect to the abundance of marine life).

This is less than 1% of the estimated 4,900,000 km 2 of the seafloor currently impacted every year by trawling operations that take place primarily in highly productive coastal waters.

Potential future commercial-scale nodule collection operations in the CCZ are certain to disturb wildlife in the operating area.

The nature and severity of these impacts on CCZ wildlife are expected to vary by species and are currently subject to significant uncertainty.

Our studies baselining wildlife and ecosystem function, piloting the nodule collection system and assessing impacts arising from the use of this system are currently in progress.

Given the significant volume of deep water and the difficulty of sampling or retrieving biological specimens in the CCZ, a complete biological inventory might never be established.

Accordingly, impacts on CCZ biodiversity may never be, completely and definitively known.

For the same reasons, it may also not be possible to definitively establish whether the impact of nodule collection on global biodiversity will be less significant than those estimated for land-based mining for a similar amount of produced metal.

It is also currently not definitively known how effectively the risk of biodiversity loss in the CCZ could be eliminated or reduced through mitigation strategies or how long it will take for disturbed seabed areas to recover naturally.

Prior research indicates that the density, diversity and function of fauna representing most of the resident biomass (including mobile, pelagic and microbial life) are expected to recover naturally over years to decades.

However, a high level of uncertainty exists around recovery of fauna that requires the hard substrate of nodules for critical life function.

The extent to which planned measures such as leaving behind partial nodule cover and setting aside no-take zones would aid recruitment and recovery of nodule-dependent species in impacted areas will depend on factors like habitat connectivity, which is an area that is still under study.

We are still in the exploration phase of the project and have not yet obtained the necessary permitting and licenses necessary to commence commercial-scale nodule collection operations in the CCZ nor have we obtained the applicable environmental permits and other permits required to build and operate commercial scale polymetallic nodule processing and refining plants on land.

All extractive industries result in impacts to the receiving environment.

Nodule collection is no exception and will impact the deep-sea marine environment through nodule removal, disturbance of seafloor sediment and return of seawater used for nodule transport that is expected to contain residual sediment and nodule fines back in the water column (“plumes”).

Baselining the impacted marine environment by characterizing the ecosystem and then developing measures to avoid and mitigate these impacts is the central focus of our Environmental and Social Impact Assessment (“ESIA”) program currently being undertaken in partnership with some of the world’s leading deep-sea research institutions.

Nodule removal will impact species that depend on the hard nodule substrate for attachment.

The severity of the impact will depend on (1) the extent to which these species are represented in the APEIs set aside by the ISA and additional no-take zones set aside by us and (2) the extent to which residual nodule cover will aid recruitment and recovery of these species in impacted areas.

Disturbance of the seafloor by collector robots is expected to disturb (mostly microbial) organisms living in and on the sediments.

Impact severity will depend on the depth of sediment disturbance (expected to be approximately 5 cm based on modelling, lab tests, and recent collector tests completed in the CCZ by two other nodule contract-holders, Belgium’s Global Sea Mineral Resources NV(GSR) and the German’s BGR) and the impact this disturbance has on benthic ecosystem function.

Over 90% of the entrained sediment is expected to be separated from nodules inside the collector robot and discharged behind the collector robot, most settling back to the seafloor within a few hundred meters.

The impact of the residual plume will depend on how quickly the smaller mobile sediment particles re-settle, how far they travel and how the resulting sedimentation impacts the benthic organisms.

Less than 10% of entrained sediment that will likely evade separation inside the collector robot will be transported with nodules and seawater through the riser pipe to the surface production vessel where nodules get dewatered and residual water, sediment and nodules fines will be returned at some depth in the water column below the highly populated photic zone.

Potential impacts from the mid-water sediment plume could include clogging of the delicate respiratory and filter feeding structures of pelagic zooplankton species, such as jellyfish and krill.

However, the mid-water discharge is expected to have very low solid particle concentration and dilute to low levels within minutes.

The depth of discharge will be selected based on ESIA results to minimize impact on life in the midwater column.

Competitive Strengths

We believe we are well positioned to meet the growing demand for critical battery metals:

● Increasing demand :

The response to the climate change crisis is accelerating demand for EVs, renewable energy storage and infrastructure.

In August 2021, the U.S.

government announced a target of 50% EV sales by 2030.

The announcement was followed by a ramp-up of industry commitments to build battery cell manufacturing gigafactories in the U.S.

In October 2021, most of the world’s nations and automakers at COP26 in Glasgow committed to 100% EV sales by 2035 in leading markets and by 2040 globally.

To manufacture battery cells, gigafactories will need critical battery metals like nickel, cobalt, manganese and copper to meet rising battery demand.

● Rising battery metal and battery cell prices:

Commodity prices for metals like nickel and copper have recently reached multi-year highs and battery cell production costs are rising for the first time since the introduction of gigafactories going back in 2014.

● Availability of abundant and high-grade resource off the U.S.

western seaboard:

There are four critical battery metals (nickel, copper, cobalt and manganese) in relatively high concentrations in a single nodule resource and we believe our contract areas have estimated in situ quantities of these metals in quantities equivalent to the requirement for 280 million EVs, roughly the size of the entire U.S.

passenger vehicle fleet on the road today.

● Opportunity to re-shore battery metal production in the U.S.:

Current supply chain of battery materials to the U.S.

is approximately 50,000 miles long and is predominantly controlled by nations and companies outside of the U.S., which is leading to increasing concerns about supply chain security in the U.S.

and interest in breaking the U.S.

mineral dependence by re-shoring battery material supply chain in the U.S.

Our estimated resource is 1,300 nautical miles from San Diego and we believe we can eventually process and refine our polymetallic nodules in the U.S.

which could potentially decrease the supply chain in the U.S.

to 1,500 miles.

● Opportunity to reuse existing assets and skills:

We believe the downturn in new offshore oil and gas exploration is creating an opportunity for us to partner with offshore service providers with deep operational experience in subsea environments gained in the oil and gas industry and with existing assets that can be repurposed for our offshore operations.

● Lower expected production cost:

At our potential steady state production (expected to be approximately 12.5Mtpa of wet nodules from 2030 to 2045), we expect to be the second lowest cost nickel producer in the world (which includes the sale of byproducts).

● Lower expected environmental, social and governance footprint :

Based on several Lifecycle Assessments (“LCAs”) and that we commissioned and certain of our executive officers co-authored, we expect a potential 70-99% reduction of most lifecycle environmental, social and governance (“ESG”) impacts as compared to metal production from conventional land sources by developing a new type of high-grade multi-metal source found on the abyssal plain - a low biomass, low carbon sequestration deep-sea environment removed from human settlement.

The Business Combination

Pursuant to the Business Combination

Agreement, SOAC will migrate to and be continued as a company in British Columbia, Canada (the “SOAC Continuance”).

Following the SOAC Continuance, pursuant to a plan of arrangement (the “Plan of Arrangement”) under the Business

Corporations Act (British Columbia), (i) SOAC will acquire all of the issued and outstanding shares in the capital of

DeepGreen (the “DeepGreen Shares”) from DeepGreen shareholders in exchange for SOAC Common Shares (as defined below)

and Company Earnout Shares (as defined below) (the “Share Exchange”), (ii) DeepGreen will become a wholly-owned

subsidiary of SOAC, and (iii) DeepGreen and NewCo Sub will amalgamate to continue as one unlimited liability company, in each

case, on the terms and subject to the conditions set forth in the Business Combination Agreement and the Plan of Arrangement and

in accordance with the provisions of applicable law (collectively, with the Share Exchange, the “Share Exchange and Amalgamation”

and, together with the other transactions contemplated by the Business Combination Agreement, the Plan of Arrangement and the

ancillary documents entered into in connection with the Business Combination Agreement, collectively, the “Business Combination”).

In accordance with the terms

and subject to the conditions of the Business Combination Agreement, pursuant to the Plan of Arrangement, each option to purchase

common shares in the capital of DeepGreen (the “DeepGreen Options”) will become an option to purchase SOAC Common

Shares and Company Earnout Shares on the same terms and conditions (including applicable vesting, expiration and forfeiture provisions)

that applied to the corresponding DeepGreen Options immediately prior to closing of the Business Combination.

The Business Combination is

expected to close in the second quarter of 2021, following the receipt of the required approval by SOAC’s shareholders and

the fulfillment of other conditions.

Business Combination Consideration

In accordance with the terms

and subject to the conditions of the Business Combination Agreement, pursuant to the Plan of Arrangement, the shareholders and

the optionholders of DeepGreen will be entitled to receive, in exchange for their DeepGreen Shares or DeepGreen Options, as applicable,

(i) shares in the capital of SOAC or comparable equity awards that are settled or are exercisable for shares in the capital of

SOAC, as applicable, based on an implied company equity value of $2.25 billion after giving effect to the SOAC Continuance (the

“SOAC Common Shares”), (ii) 5,000,000 Class A Special Shares, (iii) 10,000,000 Class B Special Shares, (iv) 10,000,000

Class C Special Shares, (v) 20,000,000 Class D Special Shares, (vi) 20,000,000 Class E Special Shares, (vii) 20,000,000 Class

F Special Shares, (viii) 25,000,000 Class G Special Shares and (ix) 25,000,000 Class H Special Shares, in each case, in the capital

of SOAC (collectively, the “Company Earnout Shares”), or, as applicable, options to purchase such SOAC Common Shares

and Company Earnout Shares.

In accordance with the terms

and subject to the conditions of the Business Combination Agreement, immediately prior to closing of the Business Combination,

the Sponsor will exchange 10% of the SOAC Common Shares it will own following the SOAC Continuance for (i) 500,000 Class I Special

Shares (the “Sponsor Earnout Shares”) in the capital of SOAC, and (ii) 741,000 Class J Special Shares in the capital

of SOAC (the “Class J Special Shares”).

Representations and Warranties;

The Business Combination Agreement

contains representations, warranties and covenants of each of the parties thereto that are customary for transactions of this

Each of SOAC and DeepGreen has also agreed to take all action within its power as may be necessary or appropriate such that,

effective immediately after the closing of the Business Combination, the SOAC board of directors shall consist of nine directors,

which shall be comprised of eight individuals determined by DeepGreen prior to the effectiveness of the Registration

Statement on Form S-4 (the “Registration Statement”) and one director determined by the Sponsor,

prior to the effectiveness of the Registration Statement.

In addition, SOAC has agreed to adopt an equity incentive plan, as described

in the Business Combination Agreement.

Conditions to Each Party’s Obligations

obligation of SOAC and DeepGreen to consummate the Business Combination is subject to certain closing conditions, including, but

not limited to, (i) the absence of any order, law or other legal restraint or prohibition issued by any court of competent jurisdiction

or other governmental entity of competent jurisdiction preventing the consummation of the Business Combination, (ii) the effectiveness

of the Registration Statement , (iii) the approval of SOAC’s shareholders, (iv)

the approval of DeepGreen’s shareholders and optionholders, (v) receipt of a final Canadian court order with respect to

the Plan of Arrangement (the “Final Order”), (vi) receipt of approval or deemed approval by the applicable minister

under Part IV of the Investment Canada Act (Canada) (if required), (vii) the approval by NYSE of SOAC’s initial listing

application in connection with the Business Combination and (viii) SOAC having at least $5,000,001 of net tangible assets

(as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended) remaining after the closing

of the Business Combination.

addition, the obligation of DeepGreen to consummate the Business Combination is subject to the fulfillment of other closing conditions,

including, but not limited to, (i) the aggregate cash proceeds from SOAC’s trust account, together with the proceeds from

the PIPE financing, equaling no less than $250,000,000 (after deducting any amounts paid to SOAC shareholders that exercise their

redemption rights in connection with the Business Combination and net of SOAC’s unpaid transaction expenses and SOAC’s

unpaid liabilities), (ii) no SOAC Material Adverse Effect (as defined in the Business Combination Agreement) having occurred that

is continuing, (iii) SOAC having delivered, or caused to be delivered, to DeepGreen, the Registration Rights Agreement (as defined

in the Business Combination Agreement), duly executed by an authorized officer of SOAC and (iv) SOAC having taken all actions

necessary or appropriate such that the board of directors of SOAC consists of the number of directors, and is comprised of the

individuals, determined pursuant to the Business Combination Agreement.

Business Combination Agreement may be terminated under certain customary and limited circumstances prior to the closing of the

Business Combination, including, but not limited to, by (i) mutual written consent of SOAC and DeepGreen, (ii) SOAC if the representations

and warranties of DeepGreen are not true and correct or if DeepGreen fails to perform any covenant or agreement set forth in the

Business Combination Agreement such that certain conditions to closing cannot be satisfied and the breach or breaches of such

representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be

cured within certain specified time periods, (iii) DeepGreen if the representations and warranties of any SOAC Party (as defined

in the Business Combination Agreement) are not true and correct or if any SOAC Party fails to perform any covenant or agreement

set forth in the Business Combination Agreement such that certain conditions to closing cannot be satisfied and the breach or

breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured

or cannot be cured within certain specified time periods, (iv) either SOAC or DeepGreen if the Business Combination is not consummated

by October 4, 2021, subject to certain limited exceptions, (v) either SOAC or DeepGreen, if any governmental entity of competent

jurisdiction shall have issued an order permanently enjoining or prohibiting the Business Combination and such order shall have

become final and nonappealable, (vi) either SOAC or DeepGreen if certain required approvals are not obtained by SOAC shareholders

after the conclusion of a meeting of SOAC’s shareholders held for such purpose at which such shareholders voted on such

approvals and (vi) SOAC if DeepGreen Required Approval (as defined in the Business Combination Agreement) is not obtained at the

DeepGreen Shareholder Meeting (as defined in the Business Combination Agreement).

the Business Combination Agreement is validly terminated, none of the parties to the Business Combination Agreement will have

any liability or any further obligation under the Business Combination Agreement, except in the case of Willful Breach or Fraud

(each, as defined in the Business Combination Agreement) and for customary obligations that survive the termination thereof (such

as confidentiality obligations).

Alternative Transaction

the event that the Final Order is not obtained (for any reason other than as a result of a material breach of SOAC’s covenants

or obligations under the Business Combination Agreement), the parties to the Business Combination Agreement have agreed to take

all actions reasonably required to execute and deliver all related documentation in order to complete the Business Combination

by way of an amalgamation under Part 9, Division 3 of the BCBCA (an “Alternative Transaction”).

In such event, the

parties may consider effecting a share exchange for certain shareholders prior to consummating the Alternative Transaction.

This description of the Business

Combination Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Business

Combination Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

On September 9, 2021, we completed the Business Combination with SOAC.

The transaction resulted in the combined company being renamed “TMC the metals company Inc.” and the combined company’s common shares and warrants to purchase common shares commenced trading on the Nasdaq Global Select Market (“Nasdaq”) on September 10, 2021, under the symbols “TMC” and “TMCWW,” respectively.

Exploration Contracts

We currently hold exclusive exploration rights through our subsidiaries in NORI and TOML and exclusive commercial rights through agreement with Marawa, to certain polymetallic nodule areas in the CCZ.

NORI our wholly-owned subsidiary, holds exploration rights to four blocks (NORI Area A, B, C, and D, the “NORI Contract Area”) covering 74,830 km 2 in the CCZ that were granted by the ISA in July 2011.

NORI is sponsored by Nauru pursuant to a certificate of sponsorship signed by the Government of Nauru on April 11, 2011.

The D block of the NORI area (“NORI Area D”) is the seafloor parcel where we have performed the most resource definition and environmental work to date.

NORI commissioned AMC Consulting Ltd, a leading mining consulting firm (AMC), to undertake a preliminary economic assessment (“PEA”) of the mineral resource contained in NORI Area D and to compile a technical report compliant with Canadian National Instrument (NI 43-101), which was completed in March 2021.

AMC subsequently compiled the NORI Technical Report Summary, dated March 2021, which included an initial assessment and an economic analysis of NORI Area D prepared in accordance with the SEC’s Modernization of Property Disclosures for Mining Registrants set forth in subpart 1300 of Regulation S-K (the “SEC Mining Rules”).

The NORI Technical Report Summary is filed as Exhibit 96.1 to this Annual Report on Form 10-K.

TOML our wholly-owned subsidiary which we acquired in March 2020, holds exploration rights to an area covering 74,713 km 2 in the CCZ that were granted by the ISA in January 2012 (the “TOML Contract Area”).

On March 8, 2008, Tonga and TOML entered into a sponsorship agreement formalizing certain obligations of the parties in relation to TOML’s exploration application to the ISA (subsequently granted) for the TOML Contract Area.

The sponsorship agreement was updated on September 23, 2021.

TOML commissioned a Technical Report Summary by AMC, dated March 2021, which is filed as Exhibit 96.2 to this Annual Report on Form 10-K.

DGE, our wholly-owned subsidiary, entered into agreements with Marawa and Kiribati which provide DGE with exclusive exploration rights to an area covering 74,990 km 2 in the CCZ (the “Marawa Contract Area”).

The exploration contract between Marawa and the ISA (the “Marawa Exploration Contract”) was signed on January 19, 2015.

To date, very limited offshore marine resource definition activities in the Marawa Contract Area have occurred and we expect to commit future resources as contractually agreed with Marawa to evaluate the future commercial viability of any project in such area.

We have not completed adequate exploration to establish the economic viability of any project in the Marawa Contract Area.

Further work will need to be conducted in order to assess the viability of any potential project in the Marawa Contract Area and such work may take several years until such assessment can be made.

Marawa has delayed certain of its efforts in the Marawa Contract Area while it determines how it will move forward with additional assessment work.

Business Strategy

Our acquisition and value creation

strategy is to identify and complete our initial business combination with a company in an industry that complements the experience

and expertise of our management team and is focused on, or could benefit from, environmentally sustainable business practices.

● Leverage the strategic

and transactional experience of our management team and Sponsor to bring advice and attention

to potential targets;

● Drive value creation

through support of a strong environmental sustainability profile or a “brown-to-green”

● Deliver creative

approaches to transaction sourcing;

● Utilize an understanding

of global financial markets and events, financing and overall corporate strategy options,

including assistance with public company readiness;

● Remove economic

or environmental waste through environmentally sustainable operational or commercial

improvements.

Our selection process in choosing

an attractive investment opportunity leverages our management team’s network of industry, private equity sponsor, credit

fund sponsor and lending community relationships as well as relationships with management teams of public and private companies,

investment bankers, restructuring advisers, attorneys and accountants, which provides us with a number of business combination

opportunities.

We have deployed a proactive, thematic sourcing strategy and focus on companies where we believe the combination

of our operating experience, relationships, capital and capital markets expertise can be a catalyst to transform a target company

and can help accelerate the target’s growth, performance and sustainability profile.

Since the completion of our initial

public offering, members of our management team have communicated with their network of relationships to articulate our initial

business combination criteria, including the parameters of our search for a target business, and have begun the disciplined process

of pursuing and reviewing promising leads.

The members of our management

team have experience in:

● Operating and investing

in companies with a focus on decarbonization and environmentally sustainable business

● Operating companies,

setting and enacting strategies, and identifying, monitoring and recruiting world-class talent;

● Developing and

growing companies, both organically and through acquisitions and strategic transactions

and expanding the product range and geographic footprint of a number of target businesses;

● Sourcing, structuring,

acquiring and selling businesses;

● Accessing the capital

markets, including financing businesses and helping companies transition to public ownership;

● Fostering relationships

with sellers, capital providers and target management teams;

● Executing transactions

and business plans under various economic and financial market conditions.

Competitive Strengths

The sourcing, valuation, diligence

and execution capabilities of our management team provide us with a significant pipeline of opportunities from which to evaluate

and select a business that will benefit from our expertise.

Our competitive strengths include the following:

● Strong Management

Team and Sponsorship.

We believe that our Sponsor and

management team, with its decade long proven ability to execute and simultaneously improve

both financial metrics and sustainability and the strong track record of our management

team focused on environmental sustainability, will be viewed favorably by target businesses

in need of professionalized management, ESG guidance, improved operating processes and

controls, better access to industry relationships and strategic planning.

● Leading Experience

in Decarbonization and Environmentally Sustainable Practices.

management team has significant experience in decarbonization through the retirement

and management of carbon intensive facilities as well as investment into new technologies.

Our Sponsor has an extensive track record of investment in companies with an environmental

sustainability focus.

● Proprietary

Sourcing Channels and Leading Industry Relationships.

believe the capabilities and connections associated with our management team and Sponsor

will provide us with a differentiated pipeline of merger opportunities that would be

difficult for other participants in the market to replicate.

We expect these sourcing

capabilities will be further bolstered by our management team’s reputation and

deep industry relationships.

We believe that our management and Sponsor’s

track record of identifying and sourcing transactions positions us well to evaluate potential

investment targets and select one that will be well received by the public markets and

our shareholders.

and Structuring Capability.

We believe that our management

team’s and Sponsor’s combined industry expertise and reputation will allow

them to source and complete transactions possessing structural attributes that create

an attractive investment thesis.

These types of transactions are typically complex and

require creativity, industry knowledge and expertise, rigorous due diligence, and extensive

negotiations and documentation.

We believe that by focusing our investment activities

on these types of transactions, we are able to generate investment opportunities that

have attractive risk/reward profiles based on their valuations and structural characteristics.

Investment Criteria

Consistent with our strategy,

we have identified the following general criteria and guidelines which we believe are important in evaluating prospective target

We have used these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into

our initial business combination with a target business that does not meet these criteria and guidelines.

We intend to acquire

one or more businesses or entities that we believe:

from Environmentally Sustainable Business Practices.

seek to acquire a business that (i) has existing operating practices that promote

and profit from environmental sustainability or (ii) would benefit from implementing

environmentally sustainable commercial and operating practices leveraging the expertise

of our management team and Sponsor.

● Has a Defensible

Market Position.

We seek to acquire a business that has

a defensible position within a target market as a result of a differentiated technology,

distribution capabilities, customer service or other competitive advantages.

● Has an Attractive

Financial Profile.

We seek to acquire a business that

has highly recurring, stable cash flows and operating leverage and may benefit from optimizing

or delevering the capital structure.

● Would Benefit

Uniquely from our Capabilities.

We seek to acquire a business

where the collective capabilities of our management and Sponsor can be leveraged to tangibly

improve the operations and market position of the target.

Through our Proprietary Channels.

We aim to leverage our

extensive network to source our business combination and do not expect to rely on broadly

marketed processes to find a business combination target.

● Has a Committed

and Capable Management Team.

We seek to acquire a business

with a professional management team whose interests are aligned with those of our investors

and complement the expertise of our management team and Sponsor.

Where necessary, we

may also look to complement and enhance the capabilities of the target business’s

management team by recruiting additional talent through our network of contacts.

● Has the Potential

to Grow Organically or Through Additional Acquisitions.

seek to acquire a business that has the potential to grow both organically through market

expansion or increased market share as well as through external acquisitions.

These criteria are not intended

to be exhaustive.

Any evaluation relating to the merits of a particular initial business combination may be based, to the extent

relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant.

In the event that we decide to enter into our initial business combination with a target business that does not meet the above

criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications

related to our initial business combination, which, as discussed in this Report, would be in the form of tender offer documents

or proxy solicitation materials that we would file with the SEC.

Our Acquisition Process

In evaluating a prospective

target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent

management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and

other information which will be made available to us.

We will also utilize our operational and capital planning experience.

We are not prohibited from

pursuing an initial business combination with a company that is affiliated with our Sponsor, officers or directors.

we seek to complete our initial business combination with a company that is affiliated with our Sponsor, officers or directors,

we, or a committee of independent directors, will obtain an opinion that our initial business combination is fair to our company

from a financial point of view from either an independent investment banking firm or other independent entity that commonly renders

valuation opinions or an independent accounting firm.

Members of our management team

may directly or indirectly own our ordinary shares and/or private placement warrants following our initial public offering, and,

accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with

which to effectuate our initial business combination.

Further, each of our officers and directors may have a conflict of interest

with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors

is included by a target business as a condition to any agreement with respect to our initial business combination.

Initial Business Combination

Our initial business combination

must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets

held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income

earned on the trust account) at the time of signing the agreement to enter into the initial business combination.

of directors is not able to independently determine the fair market value of the target business or businesses or we are considering

an initial business combination with an affiliated entity, we will obtain an opinion with respect to the satisfaction of such

criteria from an independent investment banking firm or other independent entity that commonly renders valuation opinions.

do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination.

to this requirement, our management has virtually unrestricted flexibility in identifying and selecting one or more prospective

businesses, although we are not permitted to effectuate our initial business combination with another blank check company or a

similar company with nominal operations.

We anticipate structuring our

initial business combination so that the post-transaction company in which our public shareholders own shares will own or

acquire 100% of the equity interests or assets of the target business or businesses.

We may, however, structure our initial business

combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target

business in order to meet certain objectives of the prior owners of the target business, the target management team or shareholders

or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires

50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient

for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment

Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our

shareholders prior to the business combination may collectively own a minority interest in the post-transaction company,

depending on valuations ascribed to the target and us in the business combination transaction.

For example, we could pursue a

transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target.

In this case, we would acquire a 100% controlling interest in the target.

However, as a result of the issuance of a substantial

number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of

our issued and outstanding shares subsequent to our initial business combination.

If less than 100% of the equity interests or

assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business

or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test.

If the business combination

involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses

and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking

shareholder approval, as applicable.

In addition, we have agreed not to enter into a definitive agreement regarding an initial

business combination without the prior consent of our Sponsor.

To the extent we effect our

initial business combination with a company or business that may be financially unstable or in its early stages of development

or growth, we may be affected by numerous risks inherent in such company or business.

Although our management will endeavor to

evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all

significant risk factors.

In evaluating a prospective

target business, we expect to conduct a thorough due diligence review which will encompass, among other things, meetings with

incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational,

legal and other information which will be made available to us.

The time required to select

and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this

process, are not currently ascertainable with any degree of certainty.

Any costs incurred with respect to the identification and

evaluation of a prospective target business with which our initial business combination is not ultimately completed will result

in our incurring losses and will reduce the funds we can use to complete another business combination.

Other Considerations

We are not prohibited from

pursuing an initial business combination or subsequent transaction with a company that is affiliated with our Sponsor, Founders,

officers or directors.

In the event we seek to complete our initial business combination or, subject to certain exceptions, subsequent

material transactions with a company that is affiliated with our Sponsor or any of our Founders, officers or directors, we, or

a committee of independent directors, will obtain an opinion from an independent investment banking firm or other independent

entity that commonly renders valuation opinions that such initial business combination or transaction is fair to our company from

a financial point of view.

In addition, certain of our

Founders, officers and directors presently have, and any of them in the future may have, additional fiduciary and contractual

duties to other entities.

As a result, if any of our Founders, officers or directors becomes aware of a business combination opportunity

which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations, then, subject

to their fiduciary duties under Cayman Islands law, he, she or it will need to honor such fiduciary or contractual obligations

to present such business combination opportunity to such entity, before we can pursue such opportunity.

If these other entities

decide to pursue any such opportunity, we may be precluded from pursuing the same.

However, we do not expect these duties to materially

affect our ability to complete our initial business combination.

Our amended and restated memorandum and articles of association

provides that we renounce our interest in any business combination opportunity offered to any director or officer unless such

opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is

an opportunity that we are able to complete on a reasonable basis.

Our Sponsor, directors and

officers may sponsor, form or participate in other blank check companies similar to ours or may pursue other business or investment

ventures during the period in which we are seeking an initial business combination.

Any such companies, businesses or investments

may present additional conflicts of interest in pursuing an initial business combination.

However, we do not believe that any

such potential conflicts would materially affect our ability to complete our initial business combination.

In addition, our Founders,

officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts

of interest in allocating management time among various business activities, including identifying potential business combinations

and monitoring the related due diligence.

Status as a Public Company

We believe our structure will

make us an attractive business combination partner to target businesses.

As an existing public company, we offer a target business

an alternative to the traditional initial public offering through a merger or other business combination with us.

In a business

combination transaction with us, the owners of the target business may, for example, exchange their shares of stock in the target

business for our Class A ordinary shares (or shares of a new holding company) or for a combination of our Class A ordinary shares

and cash, allowing us to tailor the consideration to the specific needs of the sellers.

We believe target businesses will find

this method a more expeditious and cost effective method to becoming a public company than the typical initial public offering.

The typical initial public offering process takes a significantly longer period of time than the typical business combination

transaction process, and there are significant expenses in the initial public offering process, including underwriting discounts

and commissions, that may not be present to the same extent in connection with a business combination with us.

Furthermore, once a proposed

business combination is completed, the target business will have effectively become public, whereas an initial public offering

is always subject to the underwriter’s ability to complete the offering, as well as general market conditions, which could

delay or prevent the offering from occurring or have negative valuation consequences.

Once public, we believe the target business

would then have greater access to capital, an additional means of providing management incentives consistent with shareholders’

interests and the ability to use its shares as currency for acquisitions.

Being a public company can offer further benefits by

augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.

While we believe that our structure

and our management team’s backgrounds will make us an attractive business partner, some potential target businesses may

view our status as a blank check company, including our lack of an operating history and our potential need to seek shareholder

approval of any proposed initial business combination, negatively.

We are an “emerging growth

company,”

as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.

As such, we are eligible to take

advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not

“emerging growth companies”

including, but not limited to, not being required to comply with the auditor attestation

requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in

our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on

executive compensation and shareholder approval of any golden parachute payments not previously approved.

If some investors find

our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our

securities may be more volatile.

In addition, Section 107 of

the JOBS Act also provides that an “emerging growth company”

can take advantage of the extended transition period

provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

In other words, an

“emerging growth company”

can delay the adoption of certain accounting standards until those standards would otherwise

apply to private companies.

We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging

growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion

of our initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which

we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds

$700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt

during the prior three-year period.

Financial Position

With funds available for a

business combination initially in the amount of $292,000,000, after payment of the expenses of our initial public offering and

$10,500,000 of deferred underwriting fees, we offer a target business a variety of options such as creating a liquidity event

for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet

by reducing its debt ratio.

Because we are able to complete our initial business combination using our cash, debt or equity securities,

or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor

the consideration to be paid to the target business to fit its needs and desires.

However, we have not taken any steps to secure

third-party financing and there can be no assurance it will be available to us.

Effecting Our Initial Business Combination

We are not presently engaged

in, and we will not engage in, any operations for an indefinite period of time following our initial public offering.

to effectuate our initial business combination using cash from the proceeds of our initial public offering, the private placements

of the private placement warrants, our equity, debt or a combination of these as the consideration to be paid in our initial business

We may seek to complete our initial business combination with a company or business that may be financially unstable

or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

If our initial business combination

is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the

consideration in connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may

apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance

or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred

in completing our initial business combination, to fund the purchase of other companies or for working capital.

Although our management will

assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment

will result in our identifying all risks that a target business may encounter.

Furthermore, some of those risks may be outside

of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target

We may need to obtain additional

financing to complete our initial business combination, either because the transaction requires more cash than is available from

the proceeds held in our trust account, or because we become obligated to redeem a significant number of our public shares upon

completion of the business combination, in which case we may issue additional securities or incur debt in connection with such

business combination.

There are no prohibitions on our ability to issue securities or incur debt in connection with our initial

business combination.

We are not currently a party to any arrangement or understanding with any third party with respect to raising

any additional funds through the sale of securities, the incurrence of debt or otherwise.

Sources of Target Businesses

We anticipate that target business

candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private

equity groups, investment banking firms, consultants, accounting firms and large business enterprises.

Target businesses may be

brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings.

These sources

may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these

sources will have read the prospectus relating to our initial public offering and know what types of businesses we are targeting.

Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates that they

become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well

as attending trade shows or conventions.

In addition, we expect to receive a number of proprietary deal flow opportunities that

would not otherwise necessarily be available to us as a result of the business relationships of our officers and directors.

we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions

on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s

fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction.

We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that

may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management

determines is in our best interest to pursue.

Payment of finder’s fees is customarily tied to completion of a transaction,

in which case any such fee will be paid out of the funds held in the trust account.

In no event, however, will our Sponsor or

any of our existing officers or directors, or any entity with which they are affiliated, be paid any finder’s fee, consulting

fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our initial business

combination (regardless of the type of transaction that it is).

We have agreed to pay an affiliate of our Sponsor a total of $10,000

per month for office space, utilities and secretarial and administrative support and to reimburse our Sponsor for any out-of-pocket expenses

related to identifying, investigating and completing an initial business combination.

Some of our officers and directors may enter

into employment or consulting agreements with the post-transaction company following our initial business combination.

presence or absence of any such fees or arrangements will not be used as a criterion in our selection process of an acquisition

We are not prohibited from

pursuing an initial business combination with a business combination target that is affiliated with our Sponsor, officers or directors,

or from making the acquisition through a joint venture or other form of shared ownership with our Sponsor, officers or directors.

In the event we seek to complete our initial business combination with a business combination target that is affiliated with our

Sponsor, executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent

investment banking firm or other independent entity that commonly renders valuation opinions, that such an initial business combination

is fair to our company from a financial point of view.

We are not required to obtain such an opinion in any other context.

As more fully discussed in

“Item 10.

Directors, Executive Officers and Corporate Governance—Conflicts of Interest,”

each of our officers

and directors presently has, and any of them in the future may have, additional, fiduciary or contractual obligations to other

entities, including entities that are affiliates of our Sponsor, pursuant to which such officer or director is or will be required

to present a business combination opportunity to such entity.

Accordingly, if any of our officers or directors becomes aware of

a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual

obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity

to such entity, subject to their fiduciary duties under Cayman Islands law.

Evaluation of a Target Business and Structuring

of Our Initial Business Combination

In evaluating a prospective

target business, we expect to conduct a thorough due diligence review which may encompass, among other things, meetings with incumbent

management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as

well as a review of financial, operational, legal and other information which will be made available to us.

If we determine to

move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.

The time required to select

and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this

process, are not currently ascertainable with any degree of certainty.

Any costs incurred with respect to the identification and

evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately

completed will result in our incurring losses and will reduce the funds we can use to complete another business combination.

company will not pay any consulting fees to members of our management team, or any of their respective affiliates, for services

rendered to or in connection with our initial business combination.

In addition, we have agreed

not to enter into a definitive agreement regarding an initial business combination without the prior consent of our Sponsor.

Lack of Business Diversification

For an indefinite period of

time after the completion of our initial business combination, the prospects for our success may depend entirely on the future

performance of a single business.

Unlike other entities that have the resources to complete business combinations with multiple

entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate

the risks of being in a single line of business.

By completing our initial business combination with only a single entity, our

lack of diversification may:

● subject us to negative

economic, competitive and regulatory developments, any or all of which may have a substantial

adverse impact on the particular industry in which we operate after our initial business

● cause us to depend

on the marketing and sale of a single product or limited number of products or services.

Limited Ability to Evaluate the Target’s

Management Team

Although we intend to closely

scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business

combination with that business, our assessment of the target business’s management may not prove to be correct.

the future management may not have the necessary skills, qualifications or abilities to manage a public company.

the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty.

The determination as to whether any of the members of our management team will remain with the combined company will be made at

the time of our initial business combination.

While it is possible that one or more of our directors will remain associated in

some capacity with us following our initial business combination, it is unlikely that any of them will devote their full efforts

to our affairs subsequent to our initial business combination.

Moreover, we cannot assure you that members of our management team

will have significant experience or knowledge relating to the operations of the particular target business.

We cannot assure you that any

of our key personnel will remain in senior management or advisory positions with the combined company.

The determination as to

whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination.

Following a business combination,

we may seek to recruit additional managers to supplement the incumbent management of the target business.

We cannot assure you

that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge

or experience necessary to enhance the incumbent management.

Shareholders May Not Have the Ability to

Approve Our Initial Business Combination

We may conduct redemptions

without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated

memorandum and articles of association.

However, we will seek shareholder approval if it is required by law or applicable stock

exchange rule, or we may decide to seek shareholder approval for business or other legal reasons.

Under the NYSE’s listing

rules, shareholder approval would be required for our initial business combination if, for example:

● we issue ordinary

shares that will be equal to or in excess of 20% of the number of our ordinary shares

then outstanding (other than in a public offering);

● any of our directors,

officers or substantial security holders (as defined by the NYSE rules) has a 5% or greater

interest, directly or indirectly, in the target business or assets to be acquired or

otherwise and the present or potential issuance of ordinary shares could result in an

increase in issued and outstanding ordinary shares or voting power of 1% or more (or

5% or more if the related party involved is classified as such solely because such person

is a substantial security holder);

● the issuance or

potential issuance of ordinary shares will result in our undergoing a change of control.

The decision as to whether

we will seek shareholder approval of a proposed business combination in those instances in which shareholder approval is not required

by law will be made by us, solely in our discretion, and will be based on business and legal reasons, which include a variety

of factors, including, but not limited to:

● the timing of the

transaction, including in the event we determine shareholder approval would require additional

time and there is either not enough time to seek shareholder;

● approval or doing

so would place the company at a disadvantage in the transaction or result in other additional

burdens on the company;

● the expected cost

of holding a shareholder vote;

● the risk that the

shareholders would fail to approve the proposed business combination;

● other time and

budget constraints of the company;

● additional legal

complexities of a proposed business combination that would be time-consuming and

burdensome to present to shareholders.

Permitted Purchases of Our Securities

If we seek shareholder approval

of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant

to the tender offer rules, our Sponsor, directors, executive officers, advisors or their affiliates may purchase public shares

or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial

business combination.

However, they have no current commitments, plans or intentions to engage in such transactions and have not

formulated any terms or conditions for any such transactions.

None of the funds in the trust account will be used to purchase

public shares or warrants in such transactions.

If they engage in such transactions, they will not make any such purchases when

they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited

by Regulation M under the Exchange Act.

In the event that our Sponsor,

directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders

who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior

elections to redeem their shares.

We do not currently anticipate that such purchases, if any, would constitute a tender offer

subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules

under the Exchange Act;

however, if the purchasers determine at the time of any such purchases that the purchases are subject

to such rules, the purchasers will comply with such rules.

The purpose of any such purchases

of shares could be to (i) vote such shares in favor of the business combination and thereby increase the likelihood of obtaining

shareholder approval of the business combination or (ii) to satisfy a closing condition in an agreement with a target that requires

us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears

that such requirement would otherwise not be met.

The purpose of any such purchases of public warrants could be to reduce the

number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in

connection with our initial business combination.

Any such purchases of our securities may result in the completion of our initial

business combination that may not otherwise have been possible.

In addition, if such purchases

are made, the public “float”

of our Class A ordinary shares or public warrants may be reduced and the number of beneficial

holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading

of our securities on a national securities exchange.

Our Sponsor, officers, directors

and/or their affiliates anticipate that they may identify the shareholders with whom our Sponsor, officers, directors or their

affiliates may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt of redemption

requests submitted by shareholders (in the case of Class A ordinary shares) following our mailing of proxy materials in connection

with our initial business combination.

To the extent that our Sponsor, officers, directors, advisors or their affiliates enter

into a private purchase, they would identify and contact potential selling shareholders who have expressed their election to redeem

their shares for a pro rata share of the trust account or vote against our initial business combination, whether or not such shareholder

has already submitted a proxy with respect to our initial business combination but only if such shares have not already been voted

at the shareholder meeting related to our initial business combination.

Our Sponsor, executive officers, directors, advisors or

any of their affiliates will select which shareholders to purchase shares from based on the negotiated price and number of shares

and any other factors that they may deem relevant, and will only purchase shares if such purchases comply with Regulation M under

the Exchange Act and the other federal securities laws.

Our Sponsor, officers, directors

and/or their affiliates will not make purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of

the Exchange Act.

Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent

such purchasers are subject to such reporting requirements.

Redemption Rights for Public Shareholders

upon Completion of Our Initial Business Combination

We will provide our public

shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial

business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account

calculated as of two business days prior to the consummation of the initial business combination, including interest earned on

the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of

then-outstanding public shares, subject to the limitations described herein.

The amount in the trust account is initially

anticipated to be approximately $10.00 per public share.

The per share amount we will distribute to investors who properly redeem

their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter.

The redemption rights

will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares.

There will be

no redemption rights upon the completion of our initial business combination with respect to our warrants.

Our Sponsor and each

member of our management team have entered into agreements with us, pursuant to which they have agreed to waive their redemption

rights with respect to any founder shares and any public shares in connection with (i) the completion of our initial business

combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association

that would affect the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have

their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not

consummate an initial business combination within 18 months from the closing of our initial public offering.

Limitations on Redemptions

Our amended and restated memorandum

and articles of association provides that in no event will we redeem our public shares in an amount that would cause our net tangible

assets to be less than $5,000,001 (so that we are not subject to the SEC’s “penny stock”

proposed business combination may require:

(i) cash consideration to be paid to the target or its owners;

(ii) cash to be

transferred to the target for working capital or other general corporate purposes;

or (iii) the retention of cash to satisfy other

conditions in accordance with the terms of the proposed business combination.

In the event the aggregate cash consideration we

would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to

satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available

to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption

will be returned to the holders thereof.

Manner of Conducting Redemptions

We will provide our public

shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial

business combination either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by

means of a tender offer.

The decision as to whether we will seek shareholder approval of a proposed business combination or conduct

a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the

transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock

exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather

than seeking shareholder approval under SEC rules).

Asset acquisitions and share purchases would not typically require shareholder

approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our

issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would

require shareholder approval.

We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder

approval is not required by applicable law or stock exchange listing requirement and we choose to conduct redemptions pursuant

to the tender offer rules of the SEC for business or other legal reasons.

So long as we obtain and maintain a listing for our

securities on the NYSE, we will be required to comply with the NYSE rules.

If we held a shareholder vote

to approve our initial business combination, we will, pursuant to our amended and restated memorandum and articles of association:

● conduct the redemptions

in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act,

which regulates the solicitation of proxies, and not pursuant to the tender offer rules;

● file proxy materials

with the SEC.

In the event that we seek shareholder

approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public

shareholders with the redemption rights described above upon completion of the initial business combination.

If we seek shareholder approval,

we will complete our initial business combination only if a majority of the ordinary shares, represented in person or by proxy

and entitled to vote thereon, voted at a shareholder meeting vote in favor of the business combination.

In such case, our Sponsor

has agreed to vote its founder shares and any public shares purchased during or after our initial public offering in favor of

our initial business combination.

As a result, in addition to our Sponsor’s founder shares, we would need 11,250,001, or

37.5% (assuming all issued and outstanding shares are voted), or 1,875,001, or 6.25% (assuming only the minimum number of shares

representing a quorum are voted), of the 30,000,000 public shares sold in our initial public offering to be voted in favor of

an initial business combination in order to have our initial business combination approved.

Each public shareholder may elect

to redeem their public shares irrespective of whether they vote for or against the proposed transaction.

In addition, our Sponsor

and each member of our management team have entered into agreements with us, pursuant to which they have agreed to waive their

redemption rights with respect to their founder shares and public shares in connection with (i) the completion of a business combination

and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association that would

affect the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares

redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not consummate an

initial business combination within 18 months from the closing of our initial public offering.

If we conduct redemptions pursuant

to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association:

● conduct the redemptions

pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer

tender offers;

● file tender offer

documents with the SEC prior to completing our initial business combination which contain

substantially the same financial and other information about the initial business combination

and the redemption rights as is required under Regulation 14A of the Exchange Act, which

regulates the solicitation of proxies.

Upon the public announcement

of our initial business combination, we or our Sponsor will terminate any plan established in accordance with Rule 10b5-1 to

purchase Class A ordinary shares in the open market if we elect to redeem our public shares through a tender offer, to comply

with Rule 14e-5 under the Exchange Act.

In the event we conduct redemptions

pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule

14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration

of the tender offer period.

In addition, the tender offer will be conditioned on public shareholders not tendering more than the

number of public shares we are permitted to redeem.

If public shareholders tender more shares than we have offered to purchase,

we will withdraw the tender offer and not complete the initial business combination.

Limitation on Redemption upon Completion

of Our Initial Business Combination If We Seek Shareholder Approval

If we seek shareholder approval

of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant

to the tender offer rules, our amended and restated memorandum and articles of association provides that a public shareholder,

together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group”

(as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than

an aggregate of 15% of the shares sold in our initial public offering, which we refer to as “Excess Shares.”

this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders

to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our

management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms.

Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in our initial public offering

could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our Sponsor or our management

at a premium to the then-current market price or on other undesirable terms.

By limiting our shareholders’

to redeem no more than 15% of the shares sold in our initial public offering without our prior consent, we believe we will limit

the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination,

particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum

net worth or a certain amount of cash.

However, we would not be restricting

our shareholders’

ability to vote all of their shares (including Excess Shares) for or against our initial business combination.

Tendering Share Certificates in Connection

with a Tender Offer or Redemption Rights

Public shareholders seeking

to exercise their redemption rights, whether they are record holders or hold their shares in “street name,”

required to either tender their certificates (if any) to our transfer agent prior to the date set forth in the proxy solicitation

or tender offer materials, as applicable, mailed to such holders, or to deliver their shares to the transfer agent electronically

using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, in each

case up to two business days prior to the initially scheduled vote to approve the business combination.

The proxy solicitation

or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial

business combination will indicate the applicable delivery requirements, which will include the requirement that a beneficial

holder must identify itself in order to validly redeem its shares.

Accordingly, a public shareholder would have from the time

we send out our tender offer materials until the close of the tender offer period, or up to two days prior to the initially scheduled

vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to

exercise its redemption rights.

Given the relatively short period in which to exercise redemption rights, it is advisable for

shareholders to use electronic delivery of their public shares.

There is a nominal cost associated

with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System.

The transfer agent will typically charge the tendering broker a fee of approximately $80.00 and it would be up to the broker whether

or not to pass this cost on to the redeeming holder.

However, this fee would be incurred regardless of whether or not we require

holders seeking to exercise redemption rights to tender their shares.

The need to deliver shares is a requirement of exercising

redemption rights regardless of the timing of when such delivery must be effectuated.

The foregoing is different

from the procedures used by many blank check companies.

In order to perfect redemption rights in connection with their business

combinations, many blank check companies would distribute proxy materials for the shareholders’

vote on an initial business

combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating

such holder was seeking to exercise his or her redemption rights.

After the business combination was approved, the company would

contact such shareholder to arrange for him or her to deliver his or her certificate to verify ownership.

As a result, the shareholder

then had an “option window”

after the completion of the business combination during which he or she could monitor

the price of the company’s shares in the market.

If the price rose above the redemption price, he or she could sell his

or her shares in the open market before actually delivering his or her shares to the company for cancellation.

As a result, the

redemption rights, to which shareholders were aware they needed to commit before the shareholder meeting, would become “option”

rights surviving past the completion of the business combination until the redeeming holder delivered its certificate.

The requirement

for physical or electronic delivery prior to the meeting ensures that a redeeming shareholder’s election to redeem is irrevocable

once the business combination is approved.

Any request to redeem such

shares, once made, may be withdrawn at any time up to two business days prior to the initially scheduled vote on the proposal

to approve the business combination, unless otherwise agreed to by us.

Furthermore, if a holder of a public share delivered its

certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect

to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically).

It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed

promptly after the completion of our initial business combination.

If our initial business combination

is not approved or completed for any reason, then our public shareholders who elected to exercise their redemption rights would

not be entitled to redeem their shares for the applicable pro rata share of the trust account.

In such case, we will promptly

return any certificates delivered by public holders who elected to redeem their shares.

If our initial proposed business

combination is not completed, we may continue to try to complete a business combination with a different target until 18 months

from the closing of our initial public offering.

Redemption of Public Shares and Liquidation

If No Initial Business Combination

Our amended and restated memorandum

and articles of association provides that we have only 18 months from the closing of our initial public offering to consummate

an initial business combination.

If we have not consummated an initial business combination within 18 months from the closing

of our initial public offering, we will:

(i) cease all operations except for the purpose of winding up;

(ii) as promptly as reasonably

possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash,

equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account

and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares,

which redemption will completely extinguish public shareholders’

rights as shareholders (including the right to receive

further liquidation distributions, if any);

and (iii) as promptly as reasonably possible following such redemption, subject to

the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses

(ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the

other requirements of applicable law.

There will be no redemption rights or liquidating distributions with respect to our warrants,

which will expire worthless if we fail to consummate an initial business combination within 18 months from the closing of

our initial public offering.

Our amended and restated memorandum and articles of association provides that, if we wind up for

any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect

to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject

to applicable Cayman Islands law.

Our Sponsor, directors and

members of our management team have entered into agreements with us, pursuant to which they have waived their rights to liquidating

distributions from the trust account with respect to their founder shares if we fail to consummate an initial business combination

within 18 months from the closing of our initial public offering.

However, if our Sponsor, director or members of our management

team acquire public shares in or after our initial public offering, they will be entitled to liquidating distributions from the

trust account with respect to such public shares if we fail to consummate an initial business combination within 18 months

from the closing of our initial public offering.

Our Sponsor, executive officers,

directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment

to our amended and restated memorandum and articles of association that would affect the substance or timing of our obligation

to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business

combination or to redeem 100% of our public shares if we do not consummate an initial business combination within 18 months

from the closing of our initial public offering, unless we provide our public shareholders with the opportunity to redeem their

public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then

on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released

to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares.

However, we may not redeem

our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject

to the SEC’s “penny stock”

If this optional redemption right is exercised with respect to an excessive

number of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment

or the related redemption of our public shares at such time.

This redemption right shall apply in the event of the approval of

any such amendment, whether proposed by our Sponsor, any executive officer, director or director nominee, or any other person.

We expect that all costs and

expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts

remaining out of the initial $2,500,000 of proceeds held outside the trust account plus up to $100,000 of funds from the trust

account available to us to pay dissolution expenses, although we cannot assure you that there will be sufficient funds for such

If we were to expend all of

the net proceeds of our initial public offering and the sale of the private placement warrants, other than the proceeds deposited

in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption

amount received by shareholders upon our dissolution would be $10.00.

The proceeds deposited in the trust account could, however,

become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders.

cannot assure you that the actual per-share redemption amount received by shareholders will not be less than $10.00.

we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’

Although we will seek

to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements

with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit

of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements

that they would be prevented from bringing claims against the trust account including, but not limited, to fraudulent inducement,

breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in

each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account.

If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management

will consider whether competitive alternatives are reasonably available to the company and will only enter into an agreement with

a third party that has not executed a waiver if management believes that such third party’s engagement would be in the best

interest of the company given the circumstances.

Examples of possible instances where we may engage a third party that refuses

to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed

by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where

management is unable to find a service provider willing to execute a waiver.

In addition, there is no guarantee that such entities

will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements

with us and will not seek recourse against the trust account for any reason.

In order to protect the amounts held in the trust

account, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered

or products sold to us (other than our independent registered public accounting firm), or a prospective target business with which

we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00

per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the

trust account if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of the interest

that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by

a third party or prospective target business that executed a waiver of any and all rights to seek access to the trust account

nor will it apply to any claims under our indemnity of the underwriter of our initial public offering against certain liabilities,

including liabilities under the Securities Act.

In the event that an executed waiver is deemed to be unenforceable against a third

party, our Sponsor will not be responsible to the extent of any liability for such third-party claims.

However, we have not

asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has

sufficient funds to satisfy its indemnity obligations and we believe that our Sponsor’s only assets are securities of our

Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations.

None of our officers or

directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target

In the event that the proceeds

in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held

in the trust account as of the date of the liquidation of the trust account if less than $10.00 per share due to reductions in

the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay our income tax obligations,

and our Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations

related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce

its indemnification obligations.

While we currently expect that our independent directors would take legal action on our behalf

against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising

their business judgment may choose not to do so in any particular instance.

Accordingly, we cannot assure you that due to claims

of creditors the actual value of the per-share redemption price will not be less than $10.00 per share.

We will seek to reduce the

possibility that our Sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors,

service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving

any right, title, interest or claim of any kind in or to monies held in the trust account.

Our Sponsor will also not be liable

as to any claims under our indemnity of the underwriter of our initial public offering against certain liabilities, including

liabilities under the Securities Act.

We have access to up to $2,500,000 from the proceeds of our initial public offering and

the sale of the private placement warrants with which to pay any such potential claims (including costs and expenses incurred

in connection with our liquidation, currently estimated to be no more than approximately $100,000).

In the event that we liquidate

and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds

from our trust account could be liable for claims made by creditors, however such liability will not be greater than the amount

of funds from our trust account received by any such shareholder.

If we file a bankruptcy petition

or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could

be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties

with priority over the claims of our shareholders.

To the extent any bankruptcy claims deplete the trust account, we cannot assure

you we will be able to return $10.00 per share to our public shareholders.

Additionally, if we file a bankruptcy petition or an

involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be

viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer”

or a “fraudulent

conveyance.”

As a result, a bankruptcy court could seek to recover some or all amounts received by our shareholders.

our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith,

and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from the trust account

prior to addressing the claims of creditors.

We cannot assure you that claims will not be brought against us for these reasons.

Our public shareholders will

be entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares if we do not

consummate an initial business combination within 18 months from the closing of our initial public offering, (ii) in connection

with a shareholder vote to amend our amended and restated memorandum and articles of association that would affect the substance

or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in

connection with our initial business combination or to redeem 100% of our public shares if we do not consummate an initial business

combination within 18 months from the closing of our initial public offering, or (iii) if they redeem their respective shares

for cash upon the completion of the initial business combination.

Public shareholders who redeem their Class A ordinary shares

in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the

trust account upon the subsequent completion of an initial business combination or liquidation if we are unable to complete an

initial business combination within 18 months from the closing of our initial public offering, with respect to such Class

A ordinary shares so redeemed.

In no other circumstances will a shareholder have any right or interest of any kind to or in the

trust account.

In the event we seek shareholder approval in connection with our initial business combination, a shareholder’s

voting in connection with the business combination alone will not result in a shareholder’s redeeming its shares to us for

an applicable pro rata share of the trust account.

Such shareholder must have also exercised its redemption rights described above.

These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated

memorandum and articles of association, may be amended with a shareholder vote.

In identifying, evaluating

and selecting a target business for our initial business combination, we may encounter intense competition from other entities

having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout

funds, public companies, operating businesses seeking strategic acquisitions.

Many of these entities are well established and

have extensive experience identifying and effecting business combinations directly or through affiliates.

Moreover, many of these

competitors possess greater financial, technical, human and other resources than us.

Our ability to acquire larger target businesses

will be limited by our available financial resources.

This inherent limitation gives others an advantage in pursuing the acquisition

of a target business.

Furthermore, our obligation to pay cash in connection with our public shareholders who exercise their redemption

rights may reduce the resources available to us for our initial business combination and our outstanding warrants, and the future

dilution they potentially represent, may not be viewed favorably by certain target businesses.

Either of these factors may place

us at a competitive disadvantage in successfully negotiating an initial business combination.

We currently maintain our executive

offices at 1601 Bryan Street, Suite 4141, Dallas, Texas 75201.

The cost for our use of this space is included in the $10,000 per

month fee we pay to an affiliate of our Sponsor for office space, administrative and support services.

We consider our current

office space adequate for our current operations.

We currently have three executive

These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote

as much of their time as they deem necessary to our affairs until we have completed our initial business combination.

of time they will devote in any time period will vary based on whether a target business has been selected for our initial business

combination and the stage of the business combination process we are in.

We do not intend to have any full time employees prior

to the completion of our initial business combination.

Legal Proceedings

There is no material litigation,

arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as

Our contemplated business spans the entire lifecycle from the resource acquisition and definition stage through the collection and transportation phases into the processing and refining of nodules onshore and finally in product marketing and offtake (and eventually recycling of end-of-life products containing nodule-derived metals).

NORI and TOML, two of our subsidiaries, intend to operate in the CCZ under the effective supervision, regulation and sponsorship of the government of Nauru and the Kingdom of Tonga, respectively.

We intend to engage in processing operations in locations that are yet to be determined.

We have chosen an asset-light approach to our operations and have focused on forming deep strategic partnerships with leading offshore and onshore companies in every aspect of our operations.

Our key strategic alliances in 2021 included:

Allseas Group S.A.

(Allseas), a leading global offshore contractor, is developing the pilot collection system, which is expected to be modified into the initial smaller scale commercial production system and serve as the basis for the design of a full-scale commercial production system.

Maersk Supply Service NS (Maersk), a leading offshore marine services company, provided us with vessel operations and project management services for resource definition and environmental offshore campaigns between 2018 and 2021.

Our agreement with Maersk ended pursuant to its terms in January 2022 following the completion of all NORI Area D baseline campaigns.

We have solicited proposals from third parties to provide a survey vessel and specialized services required to support the implementation of the collector test monitoring survey planned for 2022 discussed below.

Glencore International AG (Glencore) holds offtake rights on 50% of the NORI nickel and copper production.

In addition, we have worked with an engineering firm Hatch Ltd.

(Hatch) and consultants Kingston Process Metallurgy Inc.

(KPM) to develop a near-zero solid waste flowsheet.

The pyromet stages of the flowsheet were tested as part of our pilot plant program at FLSmidth & Co.

A/S’s and XPS Solutions’ (Glencore subsidiary) facilities and hydromerallurgical refining stages are being carried out at SGS SA.

The near-zero solid waste flowsheet is the process design that is expected to serve as the basis for our onshore processing facilities.

Phased Project Development

Currently, we are an exploration stage company with a completed initial assessment, working towards a pre-feasibility study.

We expect to enter into the feasibility study phase in 2023 following completion of the pilot collection test with Allseas in the CCZ.

Having significantly advanced resource definition and environmental baseline studies on NORI Area D, we intend to apply for an exploitation contract on that area first.

If we obtain an exploitation contract, we then plan to start with a small-scale commercial production (“Project Zero”) in 2024 in which we expect to collect and process up to 1.3Mtpa of wet nodules.

Subject to the success of Project Zero and any regulatory requirements, we then expect to move into the next phase of production (“Project One”) in which we intend to scale up production and expect to collect and process up to approximately 12.5Mtpa of wet nodules at steady state (expected 2030-2045), as outlined in the NORI – D Technical Report Summary.

Current Work Program

We are currently focused on applying for our first exploitation contract from the ISA on the NORI Area D, as defined below, with the goal of potentially starting commercial production in 2024.

To reach our objective and initiate commercial production in 2024, we are:

(i) defining our resource and project economics, (ii) developing an offshore nodule collection system, (iii) assessing the ESG impacts of offshore nodule collection, and (iv) developing onshore technology to process collected polymetallic nodules into a manganese silicate product, and an intermediate nickel-copper-cobalt matte product and/or end-products like nickel and cobalt sulfates, and copper cathode.

(i) Resource definition and project economics:

Having completed a total of nine offshore resource definition campaigns, collected samples and completed subsea surveys for resource evaluation, we have defined the size and quality of our resource in the NORI and TOML Areas, as described below, in our SEC Regulation S-K (subpart 1300) compliant Technical Report Summary - Initial Assessment of the NORI Property, Clarion-Clipperton Zone, Pacific Ocean dated March 17, 2021 (“NORI Initial Assessment”) and Technical Report Summary - TOML Mineral Resource, Clarion-Clipperton Zone, Pacific Ocean dated March 26, 2021 (“TOML Mineral Resource Statement”), respectively, prepared by AMC.

From this work, both NORI and TOML have reported measured, indicated and inferred resources as tabulated below.

NORI Area 2020 Mineral Resource Estimate, in situ, for the NORI Areas within the CCZ at 4kg/m 2 nodule abundance cut-off.

Tonnes are quoted on a wet basis and grades are quoted on a dry basis, which is common practice for bulk commodities.

Moisture content was estimated to 24% w/w.

These estimates are presented on an undiluted basis without adjustment for resource recovery.

TOML Area 2020 Mineral Resource Estimate, in situ, for the TOML Areas within the CCZ at 4kg/m 2 nodule abundance cut-off.

Tonnes are quoted on a wet basis and grades are quoted on a dry basis, which is common practice for bulk commodities.

Moisture content was estimated to 28% w/w.

These estimates are presented on an undiluted basis without adjustment for resource recovery.

We plan to continue to define our resource in the NORI and TOML areas and develop the project economics.

(ii) Offshore nodule collection system development:

We are working with our strategic partner and investor, Allseas, to develop a system to collect, lift and transport nodules from the seafloor to shore.

The offshore collection system consists of collector robots on the seafloor, a riser and lift system, and a surface production support vessel.

The nodules would be expected to be collected from the seafloor by self-propelled, tracked collector robots using seawater jets aimed at nodules in parallel with the seafloor.

No rock cutting, digging, drill-and-blast or other breakage are expected to be required at the point of collection.

The collectors would be remotely controlled and supplied with electric power via umbilical cables from the production support vessel.

To test the system and assess its environmental impacts, we entered into a contract with Allseas to undertake a pilot trial of the collection system in the NORI Area D in the second half of 2022 (the Pilot Mining Test System or “PMTS”).

The successful completion of the PMTS would support our application for an exploitation contract with the ISA.

Until the successful completion of the PMTS, Allseas is contracted to cover the development cost associated with the PMTS.

We have developed and submitted the Environmental Impact Statement (“EIS”) for this test to the ISA in July 2021 and submitted a revised EIS in February 2022 following public review.

The surface production support vessel, the Hidden Gem , was acquired by Allseas in February 2020 and has strategic importance to us, since it will support the PMTS and is then expected to be upgraded to a small-scale, low-capital early production system.

This vessel has undergone modifications in Rotterdam, Netherlands.

The pilot collector robot has been assembled at a fabrication facility in Heijningen, Netherlands, has been integrated onto the vessel and is undergoing sea trials.

Prior to the planned collector test in the CCZ in the second half of 2022, the Hidden Gem will be used for component testing in the Dutch EEZ and in the Atlantic Ocean.

Environmental and social impact assessment (“ESIA”) for offshore nodule collection:

The ESIA is an integral part of preparing our application for the ISA exploitation contract on the NORI Area D.

Our planned ESIA program consists of over 100 discrete studies and relies on the work of several independent deep-sea research institutions.

In 2021, our partnership with Maersk enabled us to undertake complex multi-objective offshore campaigns, each with multiple teams of scientists using various types of equipment.

The total of eight offshore environmental campaigns (approximately 250 days at sea) focusing on collecting environmental baseline data were expected to be completed by the end of 2021.

NORI submitted the EIS for the collector test in July 2021 to the ISA and submitted a revised EIS in February 2022 following public review.

The EIS received over 650 comments from a broad group of stakeholders.

We submitted our responses to these comments as well as an updated EIS to the ISA on March 1, 2022.

Provided that we receive a response from the ISA on the acceptability of the scope of our updated EIS no later than July 2022, we expect that our subsidiary, NORI, will be able to begin its pilot collection test in the second half of 2022.

We are currently in the planning stage of the last component of the environmental program:

testing the offshore pilot nodule collection system and monitoring its environmental impacts while it collects nodules in the NORI Area D expected to occur in the second half 2022.

Onshore technology development:

To process and refine collected nodules into critical metals, we have developed a flowsheet together with a metallurgical process design firm, Hatch Ltd.

This flowsheet uses conventional equipment, modified for the unique nature of the polymetallic nodule resource to deliver a process that is expected to generate near zero solid waste.

The key products generated by this process are nickel sulfate, cobalt sulfate, copper cathode, manganese silicate and fertilizer-grade ammonium sulfate.

The processing flowsheet also provides the potential to generate an intermediate product, a nickel-copper-cobalt matte.

Nickel is expected to account for almost half of future production revenues.

We have completed lab-scale test work and offshore campaigns to collect a bulk sample for pilot-scale metallurgical testing.

We are now in the middle of the pilot plant program.

In 2021, we successfully completed calcining and smelting of nodules into a manganese silicate product and nickel-copper-cobalt alloy intermediate, followed by converting and sulfidation of the alloy into matte.

We continue testing the hydrometallurgical refining phase where matte is processed to produce nickel sulfate, cobalt sulfate, copper cathode and fertilizer grade ammonium sulfate.

Additionally, we are also engaged in several technical scoping studies for a potential first small-scale production plant in Asia.

On March 16, 2022 we announced a business collaboration with Epsilon Carbon Pvt., LTD.

(“Epsilon Carbon”) to complete a pre-feasibility study for a commercial polymetallic nodule processing plant in India with the targeted production capacity of more than 30,000 tonnes per annum (TPA) of an intermediate nickel-copper-cobalt matte product used for active cathode material (CAM) for Nickel Manganese Cobalt (NMC) and other nickel-rich cathode chemistries for lithium-ion batteries and more than 750,000 TPA of manganese silicate by-product expected to be used in manganese alloy production for the steel industry (“Project Zero Plant”).

Epsilon Carbon intends to deliver a pre-feasibility report (“PFR”) for a potential plant in India powered by renewables and with the targeted processing capacity of 1.3 million tonnes per annum (Mtpa) of wet nodules and production start in time to receive nodules collected from NORI-D area starting around Q4 2024, subject to TMC’s subsidiary NORI securing an exploitation contract from the ISA.

It is anticipated that TMC and Epsilon Carbon will enter binding Heads of Terms for construction and operations of Project Zero Plant by September 30, 2022.

TMC and Epsilon Carbon have both agreed not to enter into any binding agreements with any other third party for the construction and operation of a processing plant for polymetallic nodules through the earlier of TMC and Epsilon Carbon entering into binding Heads of Terms with respect to the Project Zero Plant or March 31, 2023.

Summary of Mineral Resources

Below is a summary table of estimated mineral resources in NORI and TOML contract areas as of December 31, 2021.

The estimated mineral resources in these areas were determined in 2021 as of December 31, 2020, and also reflect the estimated mineral resources as of December 31, 2021, as none of the mineral resources in these areas were depleted by mining or any other activities.

See Item 2 - Properties below for additional information about our estimated mineral resources.

Both of these contract areas are in the exploration stage.

Summary Mineral Resources, In-Situ, at End of the Fiscal Year Ended December 31, 2021 at 4kg/m 2 abundance cut-off and based on nickel metal $16,472/t;

nickel in nickel sulfate $18,807/t Ni;

copper metal $6,872/t;

cobalt metal $46,333/t;

cobalt in cobalt sulfate $56,920/t Co;

manganese in manganese silicate $4.50/dmtu Mn.

Measured mineral

Indicated mineral

Measured + indicated

Inferred mineral

mineral resources

TOML (Areas A to F)

Tonnes are quoted on a wet basis and grades are quoted on a dry basis, which is common practice for bulk commodities.

Moisture content was estimated to be 24% w/w for NORI and 28% w/w for TOML.

These estimates are presented on an undiluted basis without adjustment for resource recovery.

As reflected in the initial economic analysis of NORI Area D contained in the NORI Technical Report Summary, a discounted cash flow analysis considering the intended pre-development work in 2024, discounting at 9% per annum, and assuming metal prices for nickel metal $16,472/t;

nickel in nickel sulfate $18,807/t Ni;

copper metal $6,872/t;

cobalt metal $46,333/t;

cobalt in cobalt sulfate $56,920/t Co;

manganese in manganese silicate $4.50/dmtu Mn, indicates a NORI Area D project net present value (as of January 1, 2021) of $6.8 billion.

The initial assessment included in the NORI Technical Report Summary is a conceptual study of the potential viability of NORI’s mineral resources.

This initial assessment indicates that development of the NORI mineral resource is potentially technically and economically viable;

however, due to the preliminary nature of project planning and design, and the untested nature of the specific seafloor production systems at a commercial scale, economic viability has not yet been demonstrated.

The NORI Technical Report Summary and TOML Technical Report Summary do not include the conversion of mineral resources to mineral reserves.

You are specifically cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into mineral reserves, as defined by the SEC.

You are also cautioned that mineral resources do not have demonstrated economic value.

Inferred mineral resources have a high degree of uncertainty as to their existence and to whether they can be economically or legally commercialized.

Under the SEC Mining Rules, estimates of inferred mineral resources may not form the basis of an economic analysis.

It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category.

A significant amount of exploration must be completed in order to determine whether an inferred mineral resource may be upgraded to a higher category.

Therefore, you are cautioned not to assume that all or any part of an inferred mineral resource exists, that it can be economically or legally commercialized, or that it will ever be upgraded to a higher category.

Approximately 97% of the NORI Area D resource is categorized as measured or indicated.

Likewise, you are cautioned not to assume that all or any part of measured or indicated mineral resources will ever be upgraded to mineral reserves.

Collection and Processing of Polymetallic Nodules

Collection and Shipping

We are planning a phased development for NORI Area D.

Polymetallic nodules would be collected using offshore collection systems, comprising of collector robots on the seafloor, a riser and lifting system (RALS) in the water column, and a production support vessel on the surface.

The nodules are expected to be transferred to transport vessels and shipped to onshore processing facilities.

Through our strategic partnership with Allseas, a former drillship vessel (the Hidden Gem ) acquired by Allseas in February 2020 has been converted and modified to undertake a pre-production collector test in which a collector vehicle, RALS and other systems will be tested.

If we obtain an exploitation contract, the first phase of commercial production (“Project Zero”) would then be expected to commence after the Hidden Gem has been upgraded to become a production support vessel that can produce up to 1.3 Mtpa (wet) of nodules.

The nodules collected in Project Zero are expected to be processed through either existing third-party facilities on a tolling basis or alternatively through partnerships to construct new Rotary Kiln-Electric arc Furnace (“RKEF”) facilities.

In the next phase of development (“Project One”), as outlined in the NORI – D Initial Assessment Technical Report Summary, production is expected to be expanded with an additional converted drillship ( Drill Ship 2 ), a subsequent upgrade to the Hidden Gem , and the construction of a bespoke production support vessel ( Collector Ship 1 ).

The intended seafloor production system operated at 4km depth (picture not to scale)

In order to test the collection system, we entered into a contract with Allseas to undertake a pre-production collector test.

If such test is successful, we expect that commercial production would then commence after the upgrading of the Hidden Gem into a production vessel.

If we obtain an exploitation contract, we expect to collect 1.3 Mtpa (wet) of polymetallic nodules for use in Project Zero.

For Project One, we believe that a fleet of three production vessels, each with multiple dedicated seafloor collectors, would be estimated to produce approximately 12.5 Mtpa of wet nodules at steady state (expected 2030-2045), which we intend to process, either at a new facility to be constructed by us or by potential processing partners, subject to available capital, or at third-party facilities pursuant to a toll treatment model.

We believe that this phased approach to development allows for proper management of risk and for progressive improvement of engineering and operating systems.

The intention is to implement the project in multiple phases that will allow the offshore collection systems to be tested and then polymetallic nodule production to be gradually ramped up.

We also believe that this approach will de-risk the project for a relatively low initial capital investment.

Additionally, this phased development will allow for an adaptive approach to environmental management providing learning at small-scale which would be applied as production increases in scale.

Mineral Processing and Refining and Metallurgical Testing

Pyrometallurgical processing of polymetallic nodules has been extensively studied since the early 1970s.

From an early stage, we have recognized that processing represents a key to potentially commercializing seafloor polymetallic nodules and to becoming a low-cost producer of nickel, manganese, copper and cobalt products.

Moreover, we believe that there is a commercial advantage in positioning ourselves as a leader in the onshore processing of seafloor polymetallic nodules.

To this end, we have been working with a leading global process engineering group Hatch, and a professional services firm, to develop pyrometallurgical processing and hydrometallurgical refining technologies for the production of battery metals feedstocks from nodules.

Hatch has developed a near-zero solid waste flowsheet and has overseen a pyrometallurgical pilot plant program consisting of several phases:

the pyrometallurgical processing phase has been completed at FLSmidth’s and XPS Solutions’ (Glencore subsidiary) facilities, the hydrometallurgical refining phase is in progress at SGS facilities.

Pursuant to an engineering and consulting services agreement, Hatch is assisting and advising us during the development of the pilot test program and is analyzing and interpreting the testing results through reports provided by such test facilities.

We expect that the processing of the polymetallic nodules from the NORI Contract Area would also be ramped up in phases.

This plan includes initially toll treating polymetallic nodules at existing RKEF plants, utilizing existing excess industry capacity.

We believe that there is significant interest to deploy underutilized RKEF plants which may have become stranded as a result of the Indonesian government nickel laterite ore export ban restricting supply of the nickel laterite feedstock that they have previously utilized.

These RKEF plants were originally built to convert nickel laterite to nickel pig iron and could potentially be converted to smelt polymetallic nodules.

While we have not completed the negotiations of any definitive agreements with RKEF plants, we believe that we may be able to do so in the future on commercially reasonable terms.

In parallel, we are actively exploring two additional scenarios of either co-locating new RKEF capacity with a potential future offtake of our manganese silicate product or building a new RKEF plant with a converter isle with a partner willing to finance, build and operate such a facility.

In the future, based on the work performed by Hatch and subject to available capital, we are contemplating the construction of a processing plant(s), which may include pyrometallurgical and hydrometallurgical circuits.

Nodule processing would be increased in phases by treatment in this new plant or plants.

Strategic Alliances and Key Commercial Agreements

Allseas Agreements

On March 29, 2019, we entered into a Strategic Alliance Agreement with Allseas, whereby the parties will conduct project development of an integrated offshore nodule collection system for use by our subsidiaries.

As initially constituted, Allseas agreed to subscribe for (i) 6,666,667 DeepGreen Common Shares for a purchase price of $20,000,000 in cash (the “Subscription”), the entire amount of which was funded, and (ii) an additional 10,000,000 DeepGreen Common Shares in exchange for services rendered by Allseas in respect of the contemplated pilot mining test system (the “PMTS”), which would be designed, built and tested by Allseas.

The 10,000,000 shares would only be issued upon completion of the pilot mining test in the CCZ using the PMTS (the “Success Fee Shares”), along with an additional $30 million cash success fee that would be payable simultaneously therewith.

The Strategic Alliance Agreement also contemplated that the parties would enter into other commercial arrangements following the successful completion of the pilot trials of the PMTS in the CCZ.

On July 8, 2019, we and Allseas entered into the Pilot Mining Test Agreement (the “PMTA”), which governed the terms, design specifications, procedures, and timetable under which Allseas agreed to complete the PMTS, to be used by NORI.

The PMTA was subsequently amended on September 1, 2019, February 20, 2020, and March 4, 2021.

The Strategic Alliance Agreement was also amended on March 4, 2021 (collectively with the PMTA amendment of the same date, the “Amendment”), which Amendment became effective upon closing of the Business Combination.

Pursuant to the Amendment, the cash fee payable pursuant to the PMTA was amended such that we would pay to Allseas (i) $10,000,000 on June 30, 2021 (which we subsequently amended with Allseas to change to within 10 business days of the Closing of the Business Combination in a further amendment;

this amount was paid on October 5, 2021), (ii) $10,000,000 on the later of January 1, 2022 and such time that confirmation is received with respect to the successful completion of the North Sea drive test, and (iii) $10,000,000 upon successful completion of the pilot trials in the CCZ using the PMTS.

Pursuant to the Amendment, except as provided therein, Allseas may not, without our prior written consent, terminate the Strategic Alliance Agreement or the PMTA before NORI receives an ISA exploitation contract.

Also on March 4, 2021, we issued the Allseas Warrant to Allseas, which shall vest upon successful completion of CCZ trial using the PMTS.

A maximum of 11.6 million warrants to purchase common shares will vest if the CCZ trals using the PMTS are completed by September 30, 2023, gradually decreasing to 5.8 million warrants to purchase common shares if the CCZ trials using the PMTS are completed after September 30, 2025.

The Allseas Warrant was issued to Allseas in lieu of any future obligation to issue the Success Fee Shares.

The Allseas Warrant shall vest only upon (and not before) the successful completion of the CCZ trials using the PMTS and will expire on September 30, 2026.

The Warrant Credit Value shall be determined as of June 1, 2022, based on the closing trading price of the Common Shares.

In the event that the Warrant Credit Value is greater than $150,000,000, then on the vesting date of the Allseas Warrant, we shall receive a “credit” for the amount by which such Warrant Credit Value exceeds $150,000,000.

We will be able to exchange such credit value for future goods and services from Allseas.

No amount will be due or receivable under the Allseas Warrant if the Warrant Credit Value is under $150,000,000 on June 1, 2022.

With respect to Allseas, if the CCZ trials using the PMTS is successfully completed, the PMTA will terminate by its terms, whereas the overarching Strategic Alliance Agreement will remain in place.

On March 16, 2022, NORI and Allseas entered into a non-binding term sheet for the development and operation of a commercial nodule collection system.

The PMTS developed and currently being tested by Allseas is expected to be upgraded to a commercial system with a targeted production capacity of 1.3 Mtpa of wet nodules and expected production readiness by the fourth quarter of 2024 ("Project Zero System").

NORI and Allseas intend to equally finance all costs related to developing and getting Project Zero System into production currently estimated at less than EUR100 million.

It is anticipated that NORI will not have to make any Project Zero System-related payments to Allseas until March 31, 2023.

Once in production, NORI expects to pay Allseas a nodule collection and transshipment fee estimated at approximately EUR 150 per wet tonne in the first year of operations and expected to be reduced by more than 20% in the following years as Allseas scales up production to 1.3 Mtpa of wet nodules.

The parties intend to further detail and revise these cost estimates in the definitive agreement contemplated by the non-binding term sheet, which the parties expect to enter into no later than December 31, 2022 following the completion of the pilot collection tests.

Subject to the necessary regulatory approvals, Allseas and NORI also intend to investigate acquiring a second production vessel similar to the Hidden Gem, a Samsung 10000, with the potential for it to be engineered to support a higher production rate of 3 million tonnes of wet nodules per year and lower associated per tonne production cost.

There can be no assurances, however, that we will enter into definitive agreements with Allseas contemplated by the non-binding term sheet in a particular time period, or at all, or on terms similar to those set forth in the non-binding term sheet, or that if such definitive agreements are entered into by us that the proposed commercial systems and second production vessel will be successfully developed or operated in a particular time period, or at all.

Offtake Agreements

On May 25, 2012, our wholly-owned subsidiary, DGE, and Glencore, entered into a copper offtake agreement and a separate nickel offtake agreement (together, the “Glencore Offtake Agreements”), pursuant to which Glencore has the right to purchase from DGE 50% of the annual quantity of copper material and 50% of the annual quantity of nickel material produced by DGE from ore derived from the NORI Contract Area at a processing plant directly owned or controlled by DGE.

Pursuant to the Glencore Offtake Agreements, for London Metal Exchange (“LME”) Codelco registered Grade “A” copper cathodes, the delivered price is the official LME Copper Grade “A” Cash Settlement quotation as published in the London Metal Bulletin averaged over the month of shipment or the following month at Glencore’s choice, plus the official long-term contract premium as announced annually by Codelco, basis CIF Main European Ports (Rotterdam, the Netherlands).

For LME Registered Primary Nickel, the delivered price is the official LME Primary Nickel Cash Settlement averaged over the month of shipping or the following month at Glencore’s choice.

For other copper-bearing material and other nickel-bearing material, the parties shall agree a price annually for the forthcoming calendar year on the basis of prevailing market prices for such copper products and such nickel products.

The Glencore Offtake Agreements are for the life of the NORI Contract Area, and either party may terminate the agreement upon a material breach or insolvency of the other party.

Glencore may also terminate either agreement by giving 12 months’ prior written notice.

The Glencore Offtake Agreements do not extend to any other of our entities in the event other entities are the ultimate processing owners for metal products.

The Glencore Offtake Agreements only apply with respect to metals processed and developed from the NORI areas that are processed by a facility owned or controlled by DGE and do not apply to other projects (including for example Marawa or TOML).

Concurrent with entering into the Glencore Offtake Agreements, Glencore made an equity investment of $5 million into our company.

Non-Binding Memorandum of Understanding with Epsilon Carbon Pvt, LTD.

On March 16, 2022, we announced a business collaboration with Epsilon Carbon through the signing of a non-binding memorandum of understanding under which Epsilon Carbon intends to complete a pre-feasibility study for a commercial polymetallic nodule processing plant in India with the targeted production capacity of more than 30,000 tonnes per annum (TPA) of an intermediate nickel-copper-cobalt matte product used for active cathode material (CAM) for Nickel Manganese Cobalt (NMC) and other nickel-rich cathode chemistries for lithium-ion batteries and more than 750,000 TPA of manganese silicate by-product expected to be used in manganese alloy production for the steel industry (“Project Zero Plant”).

Epsilon Carbon intends to deliver a pre-feasibility report (“PFR”) for a plant in India powered by renewables and with the targeted processing capacity of 1.3 million tonnes per annum (Mtpa) of wet nodules and production start in time to receive nodules collected from NORI Area D starting around the fourth quarter of 2024, subject to TMC’s subsidiary NORI securing an exploitation contract from the ISA.

It is anticipated that TMC and Epsilon Carbon will enter binding Heads of Terms for construction and operations of Project Zero Plant by September 30, 2022.

TMC and Epsilon Carbon have both agreed not to enter into any binding agreements with any other third party for the construction and operation of a processing plant for polymetallic

nodules through the earlier of TMC and Epsilon Carbon entering into binding Heads of Terms with respect to the Project Zero Plant or March 31, 2023.

There can be no assurance that we will enter into such Heads of Terms or subsequent definitive agreement(s) in a particular time period, or at all, or on terms similar to those set forth in the memorandum of understanding, or that if such Heads of Terms or definitive agreement(s) are entered into by us that the proposed plant will be financed, engineered, permitted, constructed, operated or supplied in a particular time period, or at all, or successfully.

The metals production industry is capital intensive and competitive.

Production of battery materials and manganese alloys is largely dominated by Chinese competitors.

These competitors may have greater financial resources, as well as other strategic advantages to operate, maintain, improve and possibly expand their facilities.

Additionally, domestic Chinese resources firms have historically been able to produce minerals and/or process metals from land-based operations at relatively low costs due to domestic economic and regulatory factors, including less stringent environmental and governmental regulations and lower labor and benefit costs.

We may be unable to compete successfully with these and other competitors, including other land-based mining operations.

In addition to three contracts held by TMC’s subsidiaries and partners, 16 other entities (ISA Member States and private companies sponsored by ISA Member States) currently hold ISA Exploration Contracts for polymetallic nodules.

If and when they move into the exploitation phase, each of these contract-holders could become potential competitors with respect to the collection of polymetallic nodules and the production of nickel, manganese, copper and cobalt products.

Furthermore, several nation states are working on developing polymetallic nodule resources inside their EEZs, with the Cook Islands granting three exploration contracts for polymetallic nodules in February 2022.

There is increasing competition from new and existing marine mineral players for the availability of marine exploration and support vessels, related marine equipment and specialized personnel, desirable exploration areas, suitable offshore collection and onshore processing equipment, and available capital.

Some of our competitors may equally find more promising resources, identify or develop more economic technologies, enter into strategic partnerships that constrain our optionality, or may develop novel methods to collect nodules from the seafloor or process nodules into metals that are more economic than we currently contemplate.

Government Regulations

United Nations Convention on the Law of the Sea

The Area is defined as the seabed and subsoil beyond the limits of national jurisdiction (UNCLOS Article 1).

The principal policy documents governing the Area, including the CCZ, include:

● the UNCLOS, of 10 December 1982;

● the 1994 Implementation Agreement.

UNCLOS deals with, among other things, navigational rights, territorial sea limits, exclusive economic zone jurisdiction, the continental shelf, freedom of the high seas, legal status of resources on the seabed beyond the limits of national jurisdiction, passage of ships through narrow straits, conservation and management of living marine resources in the high seas, protection of the marine environment, marine scientific research, and settlement of disputes.

Part XI of UNCLOS and the 1994 Implementation Agreement deal with mineral exploration and collection in the international seabed, known as the Area, providing a framework for entities to obtain legal title to areas of the seafloor from the ISA for the purpose of exploration and eventually collection of resources.

UNCLOS became effective on November 16, 1994.

A subsequent agreement relating to the implementation of Part XI of UNCLOS was adopted on July 28, 1994 and became effective on July 28, 1996.

The 1994 Implementation Agreement and Part XI of UNCLOS are to be interpreted and applied together as a single instrument.

As of August 20, 2020, UNCLOS had been signed by 167 States (countries) and the European Union.

International Seabed Authority

The ISA is an autonomous international organization established under UNCLOS and the 1994 Implementation Agreement to organize and control activities in the Area, particularly with a view to administering and regulating the development of the resources of the Area, in accordance with the legal regime established under UNCLOS and the 1994 Implementation Agreement.

The ISA is comprised of UNCLOS signatories, 167 Member States, and the European Union.

All parties to UNCLOS are members of the ISA.

The ISA is mandated as the organization through which parties to UNCLOS shall organize and control all mineral-related activities in the Area.

Two principal entities establish the policies and govern the work of the ISA:

the Assembly, where all 167 members are represented (the “Assembly”), and a 37-member council elected by the Assembly (the “Council”).

The Council has two advisory bodies:

the Legal Technical Commission (LTC) (30 members), which advises the Council on all matters relating to the exploration and collection of non-living marine resources, such as polymetallic nodules, polymetallic sulphides and cobalt-rich ferromanganese crusts, and the Finance Committee (15 members), which deals with budgetary and related matters.

All rules, regulations, and procedures issued by the ISA to regulate prospecting, exploration, and collection of marine minerals are issued within a general legal framework established by UNCLOS and the 1994 Implementation Agreement.

To date, the ISA has issued the following regulations ( https://www.isa.org.jm/mining-code/Regulations ):

● The Regulations on Prospecting and Exploration for Polymetallic Nodules in the CCZ (adopted July 13, 2000, as amended in 2013;

the Regulations).

● The Regulations on Prospecting and Exploration for Polymetallic Sulphides (adopted May 7, 2010).

● The Regulations on Prospecting and Exploration for Cobalt-Rich Ferromanganese Crusts in the CCZ (July 2012).

No commercial polymetallic nodule collection operations have started anywhere in the world.

Currently, exploration activities undertaken are aimed at gathering the necessary information on the location and quality of the minerals of the seabed as well as collecting all the necessary environmental information.

To date, the ISA has approved 17 contracts in the CCZ for exploration of nodules, one in the Indian Ocean and one in the Western Pacific Ocean covering more than 1.35 million square kilometers of the seabed.

This represents only 0.3 percent of the world’s oceans.

Twelve of these contracts are sponsored by developing countries (including the sponsors of our subsidiaries NORI — Nauru, and TOML — Tonga, and our partner Marawa which is sponsored by the Republic of Kiribati).

Thirteen countries and one intergovernmental consortium currently have contracts for the exploration of polymetallic nodules, seven countries have contracts for the exploration of polymetallic sulphides, and five countries have contracts for the exploration of cobalt-rich ferromanganese crusts.

To date, no exploitation contracts for extracting minerals from the seafloor within the CCZ have been granted.

The ISA is currently working on the development of a legal framework to regulate the commercialization of mineral development activities, as described below.

In 2014, the ISA completed a study looking at comparative extractive regulatory regimes.

This was followed in March 2014 with a stakeholder survey seeking comments on what financial, environmental, and health and safety obligations should be included under the framework (ISA 2014).

In August 2017, the Council released the first Draft Regulations on Exploitation of Mineral Resources in the CCZ, as subsequently amended.

In March 2019, the Council released the advance and unedited text (English only) of the Draft Regulations on Exploitation of Mineral Resources in the CCZ (ISBA/25/LTC/WP.1) (ISA, 2018).

The revised draft exploitation regulations incorporated the consideration of requests addressed to the LTC by the Council during the first part of the 24 th Session in March 2018, as well as certain comments by the Commission, and also reflected the responses to the first draft from stakeholder submissions.

The exploitation regulations will create the legal and technical framework for collection and related operations.

Finalization of the exploitation regulations remains subject to the decision of the members of the ISA.

Final exploitation regulations must be adopted by the Council.

The ISA was intending to have these regulations finalized by July 2020, but the COVID-19 pandemic disrupted ISA meetings and discussions.

The current proposed application process in the draft exploitation regulations consists of the following:

We are still in the exploration phase of the project and have not yet obtained an exploitation contract from the ISA (“ISA Exploitation Contract”) to commence commercial-scale polymetallic nodule collection in the CCZ.

An ISA exploitation contract application is comprised of several components, including an EIS for the proposed commercial operations, the end-product of a comprehensive ESIA program.

In addition, we have also not yet obtained the applicable environmental permits and other permits required to build and operate commercial scale polymetallic nodule processing and refining plants on land.

However, Section 1, paragraph 15 of the 1994 Agreement relating to the Implementation of Part XI of the UNCLOS allows a member state whose national intends to apply for approval of a plan of work for exploitation to notify the ISA of such intention.

This notice obliges the ISA to complete the adoption of exploitation regulations within two years of the request made by the member state.

On June 25, 2021, the Republic of Nauru submitted its notice to the ISA requesting that it complete, by July 9, 2023, the adoption of regulations necessary to facilitate the approval of plans of work for the commercial exploitation of polymetallic nodules.

The notice submitted by the Republic of Nauru to the ISA has increased the likelihood that regulations will be adopted that will govern and enable commercial scale polymetallic nodule collection by mid-2023.

If the ISA has not completed the adoption of such regulations within the prescribed time and an application for approval of a plan of work for exploitation is pending before the ISA, the ISA shall nonetheless consider and provisionally approve such plan of work based on:

(i) the provisions of the UNCLOS;

(ii) any rules, regulations and procedures that the ISA may have adopted provisionally at the time, (iii) the basis of the norms contained in the UNCLOS and (iv) the principle of non-discrimination among contractors.

In December 2021, the ISA held face to face meetings in Kingston Jamaica and established an ambitious work plan and road map to finalize regulations by July 2023 for the commercial exploitation of seabed minerals, including those necessary for the collection of polymetallic nodules.

The road map includes two, two-week sessions of Council and one week of Assembly meetings that will be focused primarily on the finalization of the regulations in 2022.

The road map also provides for a third two-week Council session in the fourth quarter of 2022, if required and subject to resources.

Once adopted, these regulations will create the legal and technical framework for exploitation of the polymetallic nodules in the NORI, TOML and Marawa Contract Areas.

While, the ISA has developed a work plan and road map to complete the Final Regulations by July 2023, there can be no assurance that such regulations will be approved then, or at all.

The Draft Regulations and several supporting standards and guidelines are at an advanced stage, but there remains uncertainty regarding the final form that these will take as well as the impact that such regulations, standards and guidelines will have on our ability to meet our objectives.

The NORI Exploration Contract

In July 2011, our wholly-owned subsidiary, NORI, was granted a polymetallic nodule exploration contract by the ISA, providing it exclusive rights to explore 74,830 km 2 in the CCZ pursuant to the NORI Exploration Contract (“NORI Exploration Contract”).

The NORI Exploration Contract was approved by the Council on July 19, 2011, and entered into on July 22, 2011 between NORI and the ISA, and terminates on July 22, 2026, subject to extension.

The NORI Exploration Contract, which was granted pursuant to the ISA’s Regulations on Prospecting and Exploration for Polymetallic Nodules in the CCZ (the “Regulations”), formalized a 74,830 km 2 exploration area, has an initial term of 15 years (subject to renewal for successive five-year periods), and provides for certain obligations with respect to exploration, training, and other programs of activities for an initial five-year period.

The NORI Exploration Contract also formalized the rights of NORI around future rights.

Pursuant to the Regulations, NORI has the priority right to apply for an exploitation contract to collect polymetallic nodules in the same area (Regulation 24(2)).

Such preference or priority may be withdrawn by the Council if the contractor has failed to comply with the requirements of its approved plan of work for exploration within the time period specified in a written notice or notices from the Council to the contractor indicating which requirements have not been complied with by the contractor.

After a hearing process, the Council would be required to provide the reasons for its proposed withdrawal of preference or priority and shall consider any contractor’s response.

The decision of the Council shall take account of that response and shall be based on substantial evidence.

As soon as practicable, NORI intends to submit an application to collect polymetallic nodules in the same area as its current exploration rights.

To date, no exploitation contracts for extracting minerals from the international seafloor have been granted.

The ISA is currently working on the development of a legal framework to regulate the exploitation of polymetallic nodules in the Area, as described above.

In March 2016, NORI submitted to the ISA its proposed activities for the second five-year period of its exploration contract.

NORI indicated that work during such period would focus on:

● reducing project uncertainties and technical risks;

● optimizing the onshore processing and offshore production systems (including increasing performance and reliability);

● improving project economics, including decreasing estimated capital and operating expenditures as well as increasing projected revenues.

NORI proposed various activities under that submission, which have been undertaken and are continuing to be undertaken.

Such work has included improving metal recovery from the hydrometallurgical process then being developed, including studies to improve efficiencies, reduce costs, and increase revenue streams.

During the course of this second five-year period, the metallurgical process flow sheet was revised to result in perceived lower-risk and no solid waste, and a pyrometallurgical/hydrometallurgical flowsheet was developed.

Studies have also been carried out to identify potential sites for processing plants.

A program of offshore campaigns has been and is in the process of being implemented, resulting in a comprehensive environmental baseline study program involving in excess of 100 separate studies from world leading researchers and institutions.

This program is intended to inform NORI’s ESIA and EMMP submissions to the ISA and assist in its design and plans to manage and mitigate potential environmental impacts from operations.

NORI commenced a pre-feasibility study to analyze technical and economic viability of the collection system and metallurgical process, and revised capital and operating costs.

NORI also proposed and has implemented or will implement a range of activities pertaining to the collector test:

(i) identification and ground truthing of areas potentially suitable for the collector test;

(ii) confirmation of a collector test site;

(iii) commencement of the environmental baseline studies pertaining to the collector EIA program;

and (iv) commencing geotechnical studies pertaining to the collector test program.

On July 29, 2021, NORI submitted its EIS on the NORI Collector Test for consideration by the ISA.

In 2021, NORI submitted a review of the implementation of the plan of work for the period from 2017to 2021 to the ISA.

The review included a proposed plan of work for the next five-year period from 2022 to 2026.

On February 3, 2022, the ISA confirmed that the Secretariat and Commission had reviewed NORI’s report and noted that the program of activities for the next five-year period was acceptable.

The ISA requested clarification on a few matters and noted that the periodic review would be concluded if the clarifications were received within 30 days.

On February 28, 2022, NORI provided the clarification in response to the request by the ISA.

The ISA Council may suspend or terminate the NORI Exploration Contract, without prejudice to any other rights that the ISA may have, if any of the following events should occur:

● if, in spite of written warnings by the ISA, NORI has conducted its activities in such a way as to result in serious persistent and willful violations of the fundamental terms of the NORI Exploration Contract, Part XI of UNCLOS, the 1994 Agreement and the rules, regulations and procedures of the ISA;

● if NORI has failed to comply with a final binding decision of the dispute settlement body applicable to it;

● if NORI becomes insolvent or commits an act of bankruptcy or enters into any agreement for composition with its creditors or goes into liquidation or receivership, whether compulsory or voluntary, or petitions or applies to any tribunal for the appointment of a receiver or a trustee or receiver for itself or commences any proceedings relating to itself under any bankruptcy, insolvency or readjustment of debt law, whether now or hereafter in effect, other than for the purpose of reconstruction.

Additionally, if the nationality or control of NORI changes or NORI’s Sponsoring State, as defined in the Regulations, terminates its sponsorship and NORI does not obtain another sponsor meeting the requirements prescribed in the Regulations, then the NORI Exploration Contract will terminate.

The NORI Sponsorship Agreement

NORI is sponsored by Nauru pursuant to a certificate of sponsorship signed by the Government of Nauru on April 11, 2011.

NORI is a Nauruan incorporated entity and is subject to applicable Nauruan legislation and regulations.

In 2015, the Nauruan government established the Nauru Seabed Minerals Authority to regulate activities carried out by companies sponsored by Nauru.

Throughout the period of the NORI Exploration Contract, NORI must be sponsored by a State that is party to UNCLOS.

If the nationality or control of NORI changes or NORI’s Sponsoring State, as defined in the Regulations, terminates its sponsorship, NORI must promptly notify the ISA.

In either event, if NORI does not obtain another sponsor meeting the requirements prescribed in the Regulations and fails to submit to the ISA a certificate of sponsorship for NORI in the prescribed form within six months, the NORI Exploration Contract will terminate.

On June 5, 2017, Nauru, the Nauru Seabed Minerals Authority and NORI entered into a sponsorship agreement (the “NORI Sponsorship Agreement”) formalizing certain obligations of the parties in relation to NORI’s exploration and potential collection of the NORI Contract Area of the CCZ.

The NORI Sponsorship Agreement will remain in force for the duration of the 15-year NORI Exploration Contract and will automatically extend for a further 20 years upon NORI reaching the minimum recovery level under an ISA Exploitation Contract, unless earlier terminated by the ISA as a result of NORI’s breach of the NORI Exploration Contract or pursuant to its terms.

Upon reaching the minimum recovery level within the tenement area, NORI will pay Nauru a seabed mineral recovery payment based on the polymetallic nodules recovered from the tenement area.

In addition, NORI will pay an administration fee each year to Nauru for such administration and sponsorship, which is subject to review and increase in the event that NORI is granted an ISA Exploitation Contract.

During exploration, NORI is required to, among other things:

● submit an annual report to the ISA;

● meet certain performance and expenditure commitments;

● pay an annual overhead charge to cover the costs incurred by the ISA in administering and supervising the contract;

● implement training programs for personnel of the ISA and developing countries in accordance with a training program proposed by NORI in its license application;

● take measures to prevent, reduce, and control pollution and other hazards to the marine environment arising from its activities in the CCZ;

● maintain appropriate insurance policies;

● establish environmental baselines against which to assess the likely effects of its program of activities on the marine environment;

● establish and implement a program to monitor and report on such effects.

NORI is sponsored to carry out its mineral exploration activities in the CCZ by Nauru, pursuant to a certificate of sponsorship signed by the Government of Nauru on April 11, 2011.

Sponsorship of an entity requires the sponsoring State to certify that it assumes responsibility for the entity’s activities in the CCZ in accordance with UNCLOS.

NORI is a Nauruan incorporated entity and is subject to applicable Nauruan legislation and regulations.

The TOML Exploration Contract

In March 2020, we acquired TOML from Deep Sea Mining Finance Limited, providing us with exclusive rights to explore a 74,713 km 2 area of the CCZ seabed.

TOML holds an exploration contract granted by the ISA and sponsored by the Kingdom of Tonga pursuant to the TOML Exploration Contract (“TOML Exploration Contract”).

The plan of work was approved by the Council, acting on the recommendation of the LTC, on July 19, 2011.

The TOML Exploration Contract was then signed on January 11, 2012 between TOML and the ISA and terminates on January 11, 2027, subject to a potential extension under the terms of the agreement.

The TOML Exploration Contract was granted pursuant to the ISA’s Regulations, as well as Article 153 of UNCLOS, and formalized a 74,713 km 2 exploration area.

The TOML Exploration Contract includes an initial term of 15 years, which may be extended under the contract, and a program of activities to be completed within the first five-year period of the term.

The TOML Exploration Contract also formalized the rights of TOML around future rights.

Pursuant to the Regulations, TOML has the priority right to apply for an ISA Exploitation Contract to collect polymetallic nodules in the same area (Regulation 24(2)).

The Regulations state that a contractor who has an approved plan of work for exploration only shall have a preference and a priority among applicants submitting plans of work for collection of the same area and resources.

After a hearing process, the Council shall provide the reasons for its proposed withdrawal of preference or priority and shall consider any contractor’s response.

The decision of the Council shall take account of that response and shall be based on substantial evidence.

In October 2016 TOML submitted to the ISA its proposed activities for the second five-year period of its exploration contract.

TOML indicated that work would focus on:

● continued development and collection of environmental baseline data;

● completing pilot testing;

● completing geotechnical studies;

● completing feasibility studies;

● drafting of the first EIS/EMMP;

● continuing training.

Based on an expectation that the forthcoming environmental regulations pertaining to obtaining an ISA Exploitation Contract were to be completed, TOML submitted a plan that included a substantive program of environmental baseline survey and pilot collection monitoring.

It also included fabrication and trials of pilot scale collection equipment, metallurgical test work, and other engineering and marketing studies as well as report drafting for environmental permitting and feasibility study purposes.

The designing of TOML’s collection system called the Decoupled Underwater Collection Concept (“DUCC”) did progress to prefeasibility study state.

TOML continued to advance its project design by conducting land-based tests and closing technology gaps in areas not previously piloted.

A preliminary collection plan and collection equipment/schedule was completed for the TOML preliminary collection areas, but such plans are now subject to change by TOML.

In 2021, TOML submitted a review of the implementation of the plan of work for the period from 2017 to 2021 to the ISA.

The review included a proposed plan of work for the next five-year period from2022 to 2026.

The ISA is currently reviewing TOML’s review and proposed plan of work and is expected to provide a response in 2022.

The ISA Council may suspend or terminate the TOML Exploration Contract, without prejudice to any other rights that the ISA may have, if any of the following events should occur:

● if, in spite of written warnings by the ISA, TOML has conducted its activities in such a way as to result in serious persistent and willful violations of the fundamental terms of this contract, Part XI of UNCLOS, the 1994 Agreement and the rules, regulations and procedures of the ISA;

● if TOML has failed to comply with a final binding decision of the dispute settlement body applicable to it;

● if TOML becomes insolvent or commits an act of bankruptcy or enters into any agreement for composition with its creditors or goes into liquidation or receivership, whether compulsory or voluntary,

● or petitions or applies to any tribunal for the appointment of a receiver or a trustee or receiver for itself or commences any proceedings relating to itself under any bankruptcy, insolvency or readjustment of debt law, whether now or hereafter in effect, other than for the purpose of reconstruction.

Additionally, if the nationality or control of TOML changes or TOML’s Sponsoring State, as defined in the Regulations, terminates its sponsorship and TOML does not obtain another sponsor meeting the requirements prescribed in the Regulations, then the TOML Exploration Contract will terminate.

The TOML Sponsorship Agreement

On March 8, 2008, Tonga and TOML entered into the TOML Sponsorship Agreement formalizing certain obligations of the parties in relation to TOML’s exploration and potential exploitation of a proposed application to the ISA (subsequently granted) known as the TOML Area.

Tonga updated the sponsorship agreement with TOML in September 2021.

Unless otherwise terminated by the parties, the term for the TOML Sponsorship Agreement is for the duration of TOML’s ISA Exploration Contract and will automatically extend for a further 25 years upon TOML being granted an ISA Exploitation Contract.

Upon reaching the minimum recovery level within the tenement area, TOML has agreed to pay Tonga a seabed mineral recovery payment based on the polymetallic nodules recovered from the tenement area.

In addition, TOML will pay an administration fee each year to Tonga for such administration and sponsorship, which is subject to review and increase in the event that TOML is granted an ISA Exploitation Contract.

Under ISA requirements contractors are required to submit five-year work programs.

The first TOML five-year work program was completed in 2016 and reviewed and accepted by the ISA in late 2016.

For the second five-year period ending in 2021, TOML proposed the following program:

(i) continue environmental baseline work;

(ii) complete pilot testing;

(iii) complete geotechnical studies;

(iv) complete feasibility studies;

(v) first draft EIS/EMMP;

and (vi) continue training.

TOML noted that the program was dependent on success at each stage, subject to change based on findings at hand at any particular time and reliant on funding which in turn is dependent to some extent on macro-economic conditions and development with regards to the authority and its stakeholders.

As a result of the financial state of the previous owner of TOML, TOML did not progress at the rate intended until we purchased TOML in March 2020.

TOML plans to collaborate closely with NORI on the development of offshore technology and nodule processing solutions.

Marawa Agreements

On March 17, 2012, our wholly-owned subsidiary, DGE, entered into an Option Agreement (the “Option Agreement”) with Marawa and Kiribati.

In consideration of the $250,000 option fee, Marawa granted DGE an option to purchase tenements, as may be granted to Marawa by the ISA or any other regulatory body, for $300,000, or in consideration of DGE waiving any loan and other debt obligation pursuant to the Services Agreement (as defined below) if a default event occurs.

The exercise period for the option is a maximum of 40 years after the date of the execution of the Option Agreement.

On July 26, 2012, the ISA Council approved a plan of work for exploration submitted by Marawa covering the Marawa Contract Area.

Marawa is in the process of preparing to submit its 5-year periodic review report to the ISA.

Due to uncertainty on the economic potential of the Marawa Contract Area, Marawa is currently considering conducting another exploration campaign to increase the geological knowledge or is considering to seek a new area.

Marawa expects to finalize its decision in 2022.

Marawa has delayed its 2022 geological and environmental work programs until it determines how it will move forward.

On October 1, 2013, DGE entered into an agreement (the “Services Agreement”) with the Republic of Kiribati and Marawa granting DGE the exclusive right for 40 years to carry out exploration and collection in the Marawa Contract Area as well as purchase polymetallic nodules collected from the Marawa Contract Area.

The Marawa Exploration Contract was signed on January 19, 2015.

Mineral resource definition work began in 2020 for the Marawa Contract Area and we expect to continue undertaking such work in the near future.

DGE has the right to terminate the Services Agreement for convenience at any time at its election by giving written notice to Marawa and Kiribati and such termination shall take effect two months following the date of the termination notice, provided that DGE shall pay to the ISA on behalf of Marawa the fees or payments legally owed to the ISA by Marawa (including the Annual ISA Exploration Fee and ISA Royalties and Taxes) that are outstanding at the date of termination or that are incurred within 12 months of the date of such termination, provided that Marawa shall have an obligation to minimize such fees and payments to the extent practicable after the date of said termination.

DGE and Marawa have considered the potential to amend the current contractual arrangements to provide additional mutual benefits in the conduct of operations, though no assurances may be given that any changes will be agreed.

Royalties and taxes

Royalties and taxes payable on any future production from the CCZ will be stipulated in the ISA’s exploitation regulations.

While the rates of payments are yet to be set by the ISA, the 1994 Implementation Agreement (Section 8(1)(b)) prescribes that the rates of payments “shall be within the range of those prevailing in respect of land-based mining of the same or similar minerals in order to avoid giving deep seabed miners an artificial competitive advantage or imposing on them a competitive disadvantage.”

An ad hoc ISA working group has met several times including most recently in February 2020 to discuss a number of potential royalty and taxation regimes supported by modelling conducted by the Massachusetts Institute of Technology.

No final recommendations were made.

However, a 2% ad valorem royalty increasing to 6% after a period of five years of production was discussed as well as a 1% ad valorem environmental levy.

These amounts were used for the economic analysis included in the initial assessment contained in the NORI Technical Report Summary.

Additional discussions have considered capping any proposed environmental levy once an agreed total value has been reached and might no longer be collected once sufficient funds are in trust.

We can provide no assurances that any such royalties or levies will not be greater than those discussed and could be significantly greater.

The road map agreed to in December 2021, has allocated two days of discussion of the development and negotiation of the financial terms during the March 2022 Council session.

Under the NORI Sponsorship Agreement between Nauru and NORI and under the TOML Sponsorship Agreement between Tonga and TOML, upon reaching a minimum recovery level within the tenement areas, NORI and TOML have agreed to pay Nauru and Tonga a seabed mineral recovery payment for polymetallic nodules recovered from the tenement area, annually adjusted (from year 5 of production) on a compounding basis based on the official inflation rate in the United States.

In addition, NORI and TOML will pay an administration fee each year to Nauru and Tonga for such administration and sponsorship, which is subject to review and increase in the event that NORI or TOML are granted an ISA Exploitation Contract.

Environmental Regulation

The ISA is mandated through UNCLOS to “preserve and protect the marine environment” while developing the resources within the Area.

Given the location of the NORI Contract Area, the ISA is responsible for assessing any ESIA prepared by NORI and for granting the relevant permits.

Between 1998 and 2019, the ISA held workshops and developed a number of documents to provide guidance to contractors with respect to its expectations for responsible environmental management during the exploration and collection phases of mineral development.

Regulations for exploration have been established, and environmental standards and guidelines (together with environmental provisions in the Draft Regulations for Exploitation) to apply to operations are currently under development.

The ISA held a workshop “towards an ISA environmental management strategy for the Area” in March 2017 in Berlin, Germany.

The results of the workshop were published as ISA technical Study 17 (ISA 2017).

The ISA has issued Regulations on Prospecting and Exploration for Polymetallic Nodules (adopted on July 13, 2000, updated on July 25, 2013).

The regulations are complemented by the LTC’s recommendations for the guidance of contractors on assessing the environmental impacts of exploration.

The exploitation regulations on deep-seabed collection will be complemented by various standards and guidelines.

The ISA is currently developing these Standards and Guidelines which are expected to be finalized by the LTC and adopted by the Council.

The ISA has divided the required standards and guidelines in three phases.

Standards and guidelines deemed necessary to be in place by the time of adoption of the draft regulations on exploitation.

Standards and guidelines deemed necessary to be in place prior to the receipt of an application of a plan of work for exploitation.

Standards and guidelines deemed necessary to be in place before commercial mining activities commence in the Area.

Ten standards and guidelines have been prepared in Phase 1, provided to stakeholders for comment, reviewed and amended by the LTC and provided to Council for consideration and approval.

Approximately, 20 additional standards and guidelines will be drafted as part of the development of Phase 2 in 2022 for stakeholder comment and review.

Once the LTC has finalized the standards and guidelines, they will be provided to the Council for review and adoption.

Although the environmental impact review process has not yet been finalized, all contractors have been made aware that the ISA requires the completion of baseline studies and EIA, culminating in an EIS for proposed commercial operations, prior to collection.

Guidance for contractors in terms of what will be expected in the EIS has been provided in ISA Technical Study No.

10 (ISA 2012a).

The EIS, along with an EMMP, will be required as part of the application for an ISA Exploitation Contract for operations in the CCZ.

Environmental impacts of exploration and potential collection activities have been studied, and NORI is working with several of the deep-sea research institutions that are contributing to our environmental and social impact assessment program, consisting of over 100 discrete studies.

NORI’s offshore exploration campaigns have included sampling to support environmental studies, collection of high-resolution imagery, full column physical and chemical oceanographic data and environmental baseline studies.

All offshore campaigns to support environmental baseline data collection have been completed.

A collector test involving trialing of collector vehicle and riser system is planned for 2022.

A key objective of this test is to monitor the environmental impact of the collection system and use these data to forecast the impacts for a full-scale commercial operation.

NORI intends to manage the project under the governance of an environmental management system (“EMS”), which is to be developed in accordance with the international EMS standard, ISO 14001:2004.

The EMS will provide the overall framework for the environmental management and monitoring plans that will be required.

NORI’s EMMP will specify the objectives and purpose of all monitoring requirements, the components to be monitored, frequency of monitoring, methods of monitoring, analysis required in each monitoring component, monitoring data management and reporting.

The EMMP will be submitted to the ISA as part of the ISA Exploitation Contract application.

Through a consultation process initiated by the ISA in 2013 and the feedback that was obtained from multiple stakeholder groups, the environmental permitting process is expected to involve a series of checks and balances with reviews being conducted by the LTC.

The recommendations of the LTC will go before the ISA Council, which will then review and, if it deems appropriate, approve the exploitation application.

In addition, the sponsoring State has a responsibility to put in place legislation to ensure the entity it has sponsored complies with UNCLOS and ISA rules and regulations.

Nauru implemented the Nauru International Seabed Minerals Act in 2015 which acts as a second layer of legislation with which NORI is required to comply.

To date, NORI’s assessment is that it is in compliance with existing exploration permits and contracts.

NORI estimates that it is in the middle stages of the exploitation permitting process.

In addition to working on key engineering aspects of the project such as designing the nodule collector and the dewatering facility, NORI is also continuing the following tasks:

● delineating nodule mineralization;

● characterizing the nature of the seabed, water column and biology;

● conducting environmental baseline studies and impact assessments;

● characterizing the nature of any materials returned to the environment;

● developing oceanographic and physical information to inform models (e.g., sediment plume models);

● developing other plans, including the EMMP and the various subordinate plans.

The potential future onshore environmental impacts have not yet been assessed because the processing plant that we expect to create or use through a tolling or other arrangement has not been determined or otherwise has not been designed in sufficient detail, and the location and host country (and hence regulatory regime) has not been confirmed.

The planned metallurgical process is expected to generate near-zero solid waste products, and the deleterious elements (for example, cadmium and arsenic) content of the nodules is understood to be very low, indicating that with careful management, the environmental impacts of the processing operation is expected to be low.

Intellectual Property

Our success depends in part upon our ability to obtain and maintain patent protection of our core technology and intellectual property, as well as that of our strategic partners, and particularly that our freedom to operate is not restricted by patents lodged by competitors or other third parties.

Moreover, we rely on a combination of trade secret protection, non-disclosure and licensing agreements and trademarks to establish and protect our proprietary intellectual property.

To this end, we maintain a portfolio of issued patents and pending patent applications, which relate to offshore collection systems and to the processing of polymetallic nodules for recovering metals.

As we rely on a number of patents to establish and protect our intellectual property, we have obtained and filed patent applications in countries throughout North America, Europe and Asia.

We cannot conclusively state that any pending applications, existing or future intellectual property will be definitively useful in protecting or promoting our business and growth plans.

Please see the section entitled “ Risk Factors ” for additional information on the risks associated with our intellectual property strategy and portfolio.

In March 2020, the World Health Organization declared the global outbreak of COVID-19 a pandemic.

Since then, there have been actions, of varying severity, taken around the world to mitigate and manage the spread of COVID-19.

The disparate actions undertaken by local governments to mitigate or manage the spread have had and are expected to continue to have an adverse impact on supply chains and labor markets worldwide.

On March 27, 2020, the U.S.

enacted the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act to provide financial stimulus and support as a result of the initial economic fallout from events related to the COVID-19 pandemic.

As we are a pre-revenue company, the impacts of COVID-19 are relatively smaller than companies with commercial operations.

Depending on the duration and evolution of the pandemic and our supply chains and future customers’ ability to operate normally, there could be future challenges to our business which we cannot currently foresee.

It is critical for our partners to have access to supplies and competent human capital for us to collectively meet our business objectives.

As we have seen during the height of the pandemic and continuing regulations in certain countries, many of our contractors and service providers have modified their business practices to limit travel and in-person meetings.

While there are positive signs that the current situation is being managed well in most parts of the world and country-wide restrictions and lockdowns are subsiding, there can be no guarantee that any new COVID-19 variant would not result in reinstating restrictions which may impact our business.

If significant portions of our contractors, service providers and partners are unable to work effectively, including due to illness, lockdowns, quarantine measures or other government actions, our current development activities and future operations may be impacted negatively.

For instance, the final exploitation regulations were expected to be adopted by the ISA during 2020 but were delayed due to COVID-19.

Offshore, in 2021, we have safely and successfully completed five complex campaigns in our NORI Area D in the CCZ involving crew and scientists departing from and returning to San Diego from around the world.

In close coordination with our partner, Maersk, we have implemented rigid quarantining and testing protocols designed to provide a safe COVID-19 free work environment.

Onshore, our pilot plant program at third-party facilities has proceeded without COVID-19 related incidents.

Our corporate and project development teams have adopted a virtual working environment without a traditional office setting.

This means we have been minimally impacted by countrywide lockdowns across the globe.

We continue to work and collaborate through virtual channels on an ongoing basis.

We continue to closely monitor the recent developments surrounding the continued spread and potential resurgence of COVID-19 from variants.

The COVID-19 pandemic may have an adverse impact on our operations, particularly because of preventive and precautionary measures that our company, other businesses, and governments are taking.

Refer to the section entitled “ Risk Factors ” included in this Annual Report on Form 10-K for more information.

We are unable to predict the full impact that the COVID-19 pandemic will have on our future results of operations, liquidity and financial condition due to numerous uncertainties, including the duration of the pandemic and the actions that may be taken by government authorities.

However, COVID-19 is not expected to result in any significant changes to our business or our costs in the near term.

We will continue to monitor the performance of our business and reassess the impacts of COVID-19.

Human Capital

As of December 31, 2021, we employed thirty-one (31) employees and contractors.

None of our staff are covered by collective bargaining agreements.

Diversity and Inclusion .

We are committed to attracting, developing and retaining diverse talent that is inclusive of every age, gender, gender identity, race, sexual orientation, physical capability, neurological difference, ethnicity, belief and perspective.

Our goal is to develop cultural competency by seeking knowledge, increasing awareness, modeling respect and promoting inclusion.

Geographically our staff are located in Tonga, Nauru, United States, Canada, Australia, United Kingdom and United Arab Emirates.

Our team is comprised of highly skilled individuals with 61% of our staff holding post-graduate degrees, including 19% who hold a Ph.D.

Moreover, 32% of our staff are women and 29% of our staff are racially diverse.

People Engagement .

As a company working to pioneer a new industry and new ways of doing things, our success depends on attracting and retaining strong, independent, entrepreneurial, and multi-talented team members capable of dealing with high levels of uncertainty and adversity.

Our team is distributed across several continents and several time zones, with remote working being the norm for most of our staff.

Despite physical and temporal separation, we maintain a strong sense of cohesion by attracting people who are intrinsically motivated by the company’s purpose and core values, cultivating a flat organizational structure and deep care for each other.

We rely on regular management and company meetings, ongoing communication flows across different technology platforms, frequent ad hoc video communication and creating opportunities for in-person gatherings.

We offer our team members flexible work schedules and autonomy in managing their time while encouraging them to set boundaries between work on our shared mission and their home lives.

Compensation and Benefits.

We compensate our staff competitively, striving to be in the 50th-60th percentile of our peers for total compensation and benefits.

In addition to salaries, our compensation and benefits program includes annual discretionary bonuses, equity awards, an employee stock purchase plan, a 401(k) contribution/superannuation or RRSP benefit contribution (as applicable jurisdictionally), healthcare and insurance benefits, health savings and flexible spending accounts.

Our annual equity compensation is focused on company priorities that we believe create long-term value for our stakeholders.

Environment, Health & Safety (EHS).

Our EHS vision is to fully integrate environmental, health and safety into our operations, and to create a workplace free of incidents.

In 2021, we have relied on the EHS programs of our partners Allseas and until December 2021, Maersk.

These all involve EHS systems incorporating thorough planning, risk assessment and disciplined implementation of controls as well as culturally-based safety observations systems like safe act observations and obligation of “stop work if it is unsafe to proceed”.

In 2021, the five offshore exploration campaigns have been completed without any health and safety incident and no COVID-19 outbreaks.

Since 2011, fifteen NORI campaigns have been completed without any lost-time injury.

In addition, construction of the collector test system has involved 416,000 person-hours, without any lost-time injury.

Available Information

We are required to file Annual

Reports on Form 10-K and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required to disclose certain

material events (e.g., changes in corporate control, acquisitions or dispositions of a significant amount of assets other than

in the ordinary course of business and bankruptcy) in a Current Report on Form 8-K.

The SEC maintains an Internet website that

contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

The SEC’s Internet website is located at http://www.sec.gov.

Our internet address is https://themetals.co , to which we regularly post copies of our press releases as well as additional information about us.

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports, are available to you free of charge through the Investors section of our website as soon as reasonably practicable after such materials have been electronically filed with, or furnished to, the SEC.

The SEC maintains an internet site ( http://www.sec.gov ) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission.

We include our website address in this Annual Report on Form 10-K only as an inactive textual reference.

Information contained in our website does not constitute a part of this report or our other filings with the SEC.

Corporate Information

TMC is a corporation existing under the laws of British Columbia, Canada.

TMC’s registered office is currently located at 595 Howe Street, 10 th Floor, Vancouver, British Columbia, Canada V6C 2T5, and its telephone number is:

(604) 631-3115.

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.

What changed 10-K

Item 1. Business