LEGAL PROCEEDINGS.
−Removed: 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, one of our executive and former director in federal district court for the Eastern District of New York, captioned Caper v.
−Removed: TMC The Metals Company Inc.
−Removed: 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.
−Removed: 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: On November 15, 2021, a second complaint containing substantially the same allegations was filed, captioned Tran v.
−Removed: TMC the Metals Company, Inc.
−Removed: These cases have been consolidated.
−Removed: On March 6, 2022, a lead plaintiff was selected.
−Removed: An amended complaint was filed on May 12, 2022, reflecting substantially similar allegations, with the Plaintiff seeking to recover compensable damages caused by the alleged wrongdoings.
−Removed: We deny any allegations of wrongdoing and filed and served the plaintiff a motion to dismiss on July 12, 2022 and intend to defend against this lawsuit.
−Removed: On July 12, 2023, an oral hearing on the motion to dismiss was held.
−Removed: On July 9, 2025, the Court granted our motion to dismiss with prejudice, and the case was dismissed in its entirety.
−Removed: No appeal was filed and the matter is now considered closed.
+Added: Except as set forth below, we are not currently a party to any material legal proceedings (refer to Note 17 – Contingent Liabilities, in the Company’s third quarter 2025 interim financial statements in Item 1).
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.
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The appeal was heard on November 8, 2024.
−Removed: The NY Appellate Division upheld the lower court’s ruling in December 2024, moving the case into the discovery phase.
+Added: The NY Appellate Division upheld the lower court’s ruling in December 2024, moving the case into the discovery phase, which is currently ongoing.
+Added: At this time no further court proceedings or trial date have been set.
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.
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The plaintiffs filed a Second Amended Complaint on July 2, 2025.
−Removed: Our motion to dismiss the Second Amended Complaint was filed on August 6, 2025, the plaintiff’s opposition is expected to be filed by September 9, 2025, and our reply is expected to be filed by September 23, 2025.
+Added: Our motion to dismiss the Second Amended Complaint was filed on August 6, 2025, the plaintiff’s opposition was filed on September 9, 2025, and our reply was filed by September 23, 2025.
+Added: The matter remains pending before the Court and is awaiting a decision on our motion to dismiss.
We intend to continue defending against the lawsuit.
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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.