1 unchanged sentence
Except as set forth below, we are not currently a party to any material legal proceedings.
−Removed: On October 28, 2021, a shareholder filed a putative class action against us and certain executives in federal district court for the Eastern District of New York, styled Caper v.
+Added: On September 20, 2021, we commenced litigation in the New York Superior Court, New York County against two investors who failed to fund their commitments pursuant to subscription agreements entered into in connection with the expected private placement in connection with the closing of the Business Combination.
+Added: These actions are captioned Sustainable Opportunities Acquisition Corp.
+Added: n/k/a TMC the metals company Inc.
+Added: Ethos Fund I, LP, Ethos GP, LLC, Ethos DeepGreen PIPE, LLC, and Ethos Manager, LLC, Index No.
+Added: 655527/2021 (N.Y.
+Added: Ct.) and Sustainable Opportunities Acquisition Corp.
+Added: n/k/a TMC the metals company Inc.
+Added: Ramas Capital Management, LLC , Ramas Energy Opportunities I, LP, Ramas Energy Opportunities I GP, LLC, and Ganesh Betanabhatla , Index No.
+Added: 655528/2021 (N.Y.
+Added: The operative complaints allege that the investors breached the relevant subscription agreement and that the investors’ affiliates tortiously interfered with the subscription agreements by causing the investor not to fund its contractual obligations.
+Added: We are seeking compensatory damages (plus interest), expenses, costs, and attorneys’ fees.
+Added: There can be no assurances, however, that we will be successful in our efforts against these investors.
+Added: On October 28, 2021, a shareholder filed a putative class action against us and certain of our executives in federal district court for the Eastern District of New York, styled Caper v.
TMC The Metals Company Inc.
F/K/A Sustainable Opportunities Acquisition Corp., Gerard Barron and Scott Leonard .
−Removed: The complaint alleges that all defendants violated Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, and Messrs.
+Added: The complaint alleges that all defendants violated Section 10(b) of the Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, and Messrs.
Barron and Leonard violated Section 20(a) of the Exchange Act, by making false and/or misleading statements and/or failing to disclose information about our operations and prospects during the period from March 4, 2021 and October 5, 2021.
−Removed: We deny any allegations of wrongdoing and intend to vigorously defend against this lawsuit.
−Removed: There is no assurance, however, that we or the other defendants will be successful in our defense of this lawsuit or that insurance will be available or adequate
−Removed: to fund any settlement or judgment or the litigation costs of this action.
+Added: On November 15, 2021, a second complaint containing substantially the same allegations was filed, captioned Tran v.
+Added: TMC the Metals Company, Inc.
+Added: These cases have been consolidated.
+Added: On March 6, 2022, a lead plaintiff was selected.
+Added: An amended complaint was filed on May 12, 2022, reflecting substantially similar allegations.
+Added: We deny any allegations of wrongdoing and have filed and served the plaintiff a motion to dismiss on July 12, 2022 and intend to defend against this lawsuit.
+Added: There is no assurance, however, that we or the other defendants will be successful in our defense of this lawsuit or that insurance will be available or adequate to fund any settlement or judgment or the litigation costs of this action.
+Added: If the motion to dismiss is unsuccessful, there is a possibility that we may incur a loss in this matter.
+Added: Such losses or range of possible losses either cannot be reliably estimated.
A resolution of this lawsuit adverse to us or the other defendants, however, could have a material effect on our financial position and results of operations in the period in which the lawsuit is resolved.
−Removed: On March 6, 2022, a representative plaintiff was selected.
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.