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Except as set forth below, we are not currently a party to any material legal proceedings.
−Removed: There have been no material changes to the legal proceedings disclosed in our Annual Report on Form 10-K for the fiscal year ended 2023 (or in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, as applicable).
−Removed: For a full description of these proceedings, please refer to the disclosures in our prior filings with the Securities and Exchange Commission.
+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.
+Added: TMC The Metals Company Inc.
+Added: F/K/A Sustainable Opportunities Acquisition Corp., Gerard Barron and Scott Leonard.
+Added: The complaint alleges that all defendants violated Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, and Messrs.
+Added: 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.
+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, with the Plaintiff seeking to recover compensable damages caused by the alleged wrongdoings.
+Added: 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.
+Added: On July 12, 2023, an oral hearing on the motion to dismiss was held.
+Added: The parties are currently awaiting a ruling.
+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.
+Added: 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.
+Added: We understand that Mr.
+Added: Leonard is now deceased.
+Added: As of the date of this filing, plaintiffs have not filed a motion to substitute his estate, and it is unclear whether they intend to continue the claims against his estate.
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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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.
−Removed: We filed a notice of appeal regarding the Court’s denial of our motion to dismiss the breach of the Subscription Agreement claim in March 2024 and the appeal was heard by the Court on November 8, 2024.
−Removed: The parties are currently awaiting a ruling.
+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: The appeal was heard on November 8, 2024.
+Added: The NY Appellate Division upheld the lower court’s ruling in December 2024, moving the case into the discovery phase.
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.
+Added: On November 8, 2024, a shareholder filed a putative class action against us and certain executives in federal district court for the Central District of California, captioned Lin v.
+Added: TMC The Metals Company Inc., Gerard Barron, and Craig Shesky.
+Added: The complaint alleges that all defendants violated Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, and Messrs.
+Added: Barron and Shesky violated Section 20(a) of the Exchange Act, by making false and/or misleading statements and/or failing to disclose information regarding the classification of the non-financial asset received from our partnership with Low Carbon Royalties Inc.
+Added: and the derecognition of the capitalized exploration contract related to NORI.
+Added: The alleged misstatements and omissions pertain to our initial classification of this non-financial asset as a gain on disposition (being a sale of future revenue) and subsequent reclassification thereof as a royalty liability (and re-capitalization of the exploration contract) and the restatement of our previously issued financial statements as a result thereof for the three months ended March 31, 2023, the six months ended June 30, 2023 and the nine months ended September 30, 2023 in March 2024.
+Added: The complaint purports to represent a class of shareholders who acquired our securities between May 12, 2023, and March 25, 2024, and seeks to recover compensable damages caused by the alleged wrongdoings.
+Added: On February 6, 2025, the Court appointed a lead plaintiff.
+Added: An amended complaint was filed on March 6, 2025.
+Added: Pursuant to court-approved scheduling, we filed our motion to dismiss on April 10, 2025.
+Added: The lead plaintiff is expected to file an opposition by May 15, 2025, and we are expected to reply by June 5, 2025.
+Added: We intend to defend against the lawsuit.
+Added: There can be no assurance, however, that we will be successful in our defense, or that insurance will be available or adequate to fund any settlement or judgment or the litigation costs of this action.
+Added: Due to the early stage of this litigation, 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.