1 unchanged sentence
10b5-1 Trading Arrangements
−Removed: During the three months ended September 30, 2024, none of our directors or officers (as defined in Section 16 of the Securities Exchange Act of 1934, as amended) adopted , modified or terminated any contract , instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K.
−Removed: Amendments to Credit Facilities
−Removed: On November 14, 2024, we entered into the Second Amendment to the 2024 Credit Facility with the 2024 Lenders, Gerard Barron and ERAS Capital LLC (the “Second Amendment”), to increase the borrowing limit thereunder to $38 million in the aggregate ($19 million from each of the 2024 Lenders) and to extend the maturity date to December 31, 2025.
−Removed: Under the terms of the Second Amendment, the parties agreed to an increase in the underutilization fee to 6.5% and to allow repayment of the Loan to be made in equity at the Company’s election.
−Removed: The foregoing description of the Second Amendment does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the full text of the Second Amendment which we expect to attach as an Exhibit to our next Annual Report on Form 10-K and incorporated therein by reference.
+Added: During the three months ended March 31, 2025, none of our directors or officers (as defined in Section 16 of the Securities Exchange Act of 1934, as amended) adopted , modified or terminated any contract , instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K.
+Added: Board Observer Agreement
+Added: On May 12, 2025, we entered into a Board Observer Agreement with Zachary A.
+Added: Wydra, the Chief Executive Officer of First Manhattan Co.
+Added: LLC and related entities and portfolio manager of certain accounts managed by First Manhattan Co.
+Added: LLC, a beneficial owner of more than five percent (5%) of our issued and outstanding common shares, under which Mr.
+Added: Wydra will serve as a non-voting observer to our board of directors, whereby he may have access to certain information and attend and provide input at meetings of our board of directors, subject to certain limitations.
+Added: Wydra will not receive any compensation for his role as a board observer.
+Added: The foregoing description of the Board Observer Agreement does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the full text of the Board Observer Agreement which we expect to attach as an Exhibit to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 and incorporated therein by reference.
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
5 unchanged sentences
SEC File/ Reg.
−Removed: Third Amendment to the Unsecured Credit Facility, dated August 16, 2024, by and between TMC the metals company Inc.
−Removed: Argentum Cedit Virtuti GCV
+Added: Letter Agreement, dated March 24, 2025, by and among the Company, Allseas Investments SA and Argentum Cedit Virtuti GCV
(Exhibit 10.41)
−Removed: Working Capital Loan Agreement, dated September 9, 2024, by and between TMC the metals company Inc.
−Removed: and Allseas Investments SA
+Added: Third Amendment to the Unsecured Credit Facility, dated March 26, 2025, by and between TMC the metals company Inc.
+Added: and Gerard Barron and ERAS Capital LLC
(Exhibit 10.45)
−Removed: Amendment to the Working Capital Loan Agreement, dated October 18, 2024, by and between the Company and Allseas Investments SA.
+Added: Form of Class C Warrant to Purchase Common Shares
(Exhibit 4.1)
−Removed: First Amendment to the Unsecured Credit Facility, dated August 13, 2024, by and between TMC the metals company Inc.
−Removed: and Gerard Barron and ERAS Capital LLC
+Added: Form of Securities Purchase Agreement
(Exhibit 10.1)
8 unchanged sentences
Cover Page Interactive Data File (embedded within the Inline XBRL document)
−Removed: † Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[***]”) because the identified confidential portions (i) are not material and (ii) is the type of information that the Company treats as private or confidential.
−Removed: + Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5).
−Removed: The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
* The certifications attached as Exhibit 32 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of TMC the metals company Inc.
2 unchanged sentences
TMC THE METALS COMPANY INC.
−Removed: November 15, 2024
/s/ Gerard Barron
1 unchanged sentence
Chief Executive Officer
−Removed: November 15, 2024
/s/ Craig Shesky
1 unchanged sentence
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.