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 investment 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 PIPE 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 which was unsuccessful.
−Removed: The matter is proceeding into the discovery phase.
+Added: On December 17, 2021, the defendants at Ethos moved to dismiss the complaint.
+Added: That motion is pending.
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, captioned Caper v.
+Added: On October 28, 2021, a shareholder filed a putative class action against us, one of our executive and a former director in federal district court for the Eastern District of New York, captioned Caper v.
TMC The Metals Company Inc.
15 unchanged sentences
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.
−Removed: and our Business Combination with SOAC.
+Added: and our Business Combination with Sustainable Opportunities Acquisition Corp.
The Company is continuing to cooperate with the investigation and respond voluntarily to the SEC’s requests.
−Removed: 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: On January 23, 2023, investors in the 2021 private placement from the Business Combination filed a lawsuit against us in the Commercial Division of New York Supreme Court, New York County, captioned Atalaya Special Purpose Investment Fund II LP et al.
Sustainable Opportunities Acquisition Corp.
2 unchanged sentences
We filed a motion to dismiss on March 31, 2023, after which the plaintiffs filed an amended complaint on June 5, 2023.
−Removed: The amended 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 amended complaint alleges that we breached the representations and warranties in the plaintiffs’ private placement Subscription Agreements and breached the covenant of good faith and fair dealing.
The Plaintiffs are seeking to recover compensable damages caused by the alleged wrongdoings.
We deny any allegations of wrongdoing and filed a motion to dismiss the amended complaint on July 28, 2023.
−Removed: An Oral Hearing on the Motion to Dismiss has been scheduled for December 7, 2023.
−Removed: 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.
−Removed: If the motion to dismiss is unsuccessful, there is a possibility that we may incur a loss in this matter.
+Added: On December 7, 2023, the Court granted our motion to dismiss the claim for breach of the covenant of good faith and fair dealing and denied our motion to dismiss the breach of the Subscription Agreement claim.
+Added: We filed a notice of appeal regarding the Court’s denial of our motion to dismiss the breach of the Subscription Agreement claim.
+Added: There is no assurance 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.
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.