TMC the metals company Inc.

In September 2021, DeepGreen Inc. combined with Sustainable Opportunities Acquisition Corporation, a special purpose acquisition company (“SPAC”), and the combined company was renamed TMC.

On September 13, 2021, Bloomberg revealed that two investors failed to provide $330 million as part of the private investment in public equity (“PIPE”) component of the deal for TMC to go public. The article posited that “[e]nvironmentalists claim that TMC’s activities will damage sensitive ecosystems and destroy vital biodiversity” and that “[s]ince the SPAC deal was announced in March, more than 500 scientists have signed a letter calling for a moratorium on deep-sea mining until the environmental risks are better understood.”

On this news, the Company’s stock price fell $2.45, or over 20%, over the next two trading days to close at $10.00 per share on September 15, 2021, thereby injuring investors.

Then, on October 6, 2021, Bonitas Research published a report alleging, among other things, that TMC had siphoned $43 million to insiders by overpaying for Tonga Offshore Mineral License (“TOML”). The license had previously been owned by Nautilus Minerals Inc., which “valued the TOML exploration license in its historical annual reports at zero.”

On this news, the Company’s stock price fell $0.32, or 7%, to close at $4.14 per share on October 6, 2021, thereby injuring investors.

The complaint filed alleges that throughout the Class Period, the defendants made false and/or misleading statements and/or failed to disclose: (1) the Company had significantly overpaid to acquire TOML to undisclosed insiders; (2) the Company had artificially inflated its Nauru Ocean Resources Inc. ("NORI") exploration expenditures to give investors a false scale of its operations; (3) the Company's purported 100% interest in NORI was questionable given prior disclosures to the International Seabed Authority ("ISA" or the "Authority") that NORI was wholly owned by two Nauruan foundations and that all future income from NORI would be used in Nauru; (4) defendants had significantly downplayed the environmental risks of deep-sea mining polymetallic nodules and failed to adequately warn investors of the regulatory risks faced by the Company's environmentally risky exploitation plans; (5) the Company's PIPE financing was not fully committed and, therefore, the Company would not have the cash necessary for large sale commercial production; (6) as a result of the foregoing, the Company's valuation was significantly less than defendants disclosed to investors; and (7) as a result, defendants' public statements were materially false and/or misleading at all relevant times.