1 unchanged sentence
Except as set forth below, we are not currently a party to any material legal proceedings.
−Removed: On September 20, 2021, we commenced litigation in the New York Supreme Court, New York County against two investors who failed to fund their PIPE commitments in connection with the closing of the Business Combination.
+Added: On September 20, 2021, we commenced litigation in the New York Supreme Court, New York County against two investors who failed to fund their investment commitments in connection with the closing of the Business Combination.
These actions are captioned Sustainable Opportunities Acquisition Corp.
8 unchanged sentences
We are seeking compensatory damages (plus interest), equitable relief, expenses, costs, and attorneys’ fees.
−Removed: On December 17, 2021, the defendants at Ethos moved to dismiss the complaint.
−Removed: That motion is pending.
+Added: On December 17, 2021, the defendants at Ethos moved to dismiss the complaint which was unsuccessful.
+Added: The matter is proceeding into the discovery phase.
There can be no assurances, however, that we will be successful in our efforts against these investors.
−Removed: On October 28, 2021, a shareholder filed a putative class action against us, one of our executive and former Director in federal district court for the Eastern District of New York, styled Caper v.
+Added: On October 28, 2021, a shareholder filed a putative class action against us, one of our executive and former director in federal district court for the Eastern District of New York, captioned Caper v.
TMC The Metals Company Inc.
7 unchanged sentences
An amended complaint was filed on May 12, 2022, reflecting substantially similar allegations.
+Added: The Plaintiff is seeking to recover compensable damages caused by the alleged wrongdoings.
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.
−Removed: As of September 26, 2022, the motion to dismiss is fully briefed and the parties are awaiting a ruling.
+Added: On September 26, 2022, the motion to dismiss was fully briefed and the parties are awaiting a ruling.
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.
2 unchanged sentences
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: The Company has received letters from the SEC notifying us of an investigation and requesting the voluntary production of documents and information regarding the Company’s March 31, 2020 acquisition of Tonga Offshore Mining Limited from Deep Sea Mining Finance Ltd.
−Removed: and the business combination, completed September 9, 2021, between DeepGreen Metals Inc.
−Removed: and Sustainable Opportunities Acquisition Corporation that led to the Company’s formation.
+Added: In February 2022, we received letters from the SEC notifying us of an investigation and requesting the voluntary production of documents and information regarding our 2020 acquisition of Tonga Offshore Mining Limited from Deep Sea Mining Finance Ltd.
+Added: and our Business Combination with SOAC.
The Company is continuing to cooperate with the investigation and respond voluntarily to the SEC’s requests.
+Added: On January 23, 2023, an investor in the 2021 private placement from the Business Combination filed a lawsuit against us in New York Supreme Court, New York County, captioned Atalaya Special Purpose Investment Fund II LP et al.
+Added: Sustainable Opportunities Acquisition Corp.
+Added: n/k/a TMC The Metals Company Inc., Index No.
+Added: 650449/2023 (N.Y.
+Added: The complaint alleges that we breached the representations and warranties in the plaintiff’s private placement Subscription Agreement and breached the covenant of good faith and fair dealing.
+Added: The Plaintiffs are seeking to recover compensable damages caused by the alleged wrongdoings.
+Added: We deny any allegations of wrongdoing and filed a motion to dismiss on March 31, 2023.
+Added: There is no assurance, however, that we 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 cannot be reliably estimated.
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.