ITEM 1A. RISK FACTORS. You should carefully review and consider the information regarding certain factors that could materially affect our business, consolidated financial condition or results of operations set forth under Item 1A. Risk Factors in our 2024 Annual Report on Form 10-K. 10-K and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. Other than noted below, there have been no material changes from or additions to the risk factors disclosed in our 2024 Annual Report on Form 10-K. those reports. We may disclose changes to risk factors or additional factors from time to time in our future filings with the SEC. Our efforts 53 We are reliant on third parties to pursue deep-sea nodule exploration licenses and a commercial recovery permit under the U.S. Deep Seabed Hard Mineral Resources Act may subject us conduct independent analyses with respect to conflicting regulatory regimes, uncertain legal interpretations, our business, and operational risks that any inaccuracies in such analyses could adversely affect our business. We have initiated a U.S.-based regulatory pathway with material adverse effect on our offshore collection and onshore processing and refining objectives. We rely upon third-party consultants, engineers, analysts, scientists, and others to provide analyses, reviews, reports, advice, and opinions regarding our potential projects. For example, the U.S. Department of Commerce NORI Area D Pre-Feasibility Study (PFS) and NOAA under DSHMRA for the commercial recovery Initial Assessment of polymetallic nodules the Remaining NORI and TOML Resource contain mineral resource and, in the CCZ, while maintaining our rights under our exploration contracts issued by case of the ISA under UNCLOS. We are now prioritizing this U.S. pathway, while preserving our rights under our subsidiaries ISA exploration contracts. Although we believe this dual-path approach enhances optionality, it introduces additional risks PFS, mineral reserve estimates and complexities. Both the ISA under UNCLOS other technical and the U.S. regime under DSHMRA economic information with respect to our contract areas. While these studies have not yet been used for commercial production of seafloor polymetallic nodules. To date, NOAA has not issued prepared by qualified persons, they are inherently based on assumptions and interpretations that may change over time or prove inaccurate. There is a commercial recovery permit, risk that such analyses, reviews, reports, advice, opinions, and the legal framework, while established, has not yet been applied projects are incorrect or become outdated over time or as our plans change, in particular with respect to resource and reserve estimation, process development, recommendations for products to be produced, capital and operating cost estimates, and forecasted revenue streams. Both the full lifecycle of a seabed mining project. Despite our April 2025 applications now under NOAA review, PFS and the applications Initial Assessment are subject to an initial determination by NOAA as to substantial compliance the risks and completeness under DSHMRA, and there can be no assurance uncertainties that such determinations will be favorable, that the applications will proceed apply to full review without delay, or early-stage technical studies, including that NOAA will results may not request additional information, modifications, or clarifications prior to accepting be realized as currently presented. Uncertainties are also inherent in such estimations. Mineral resource and mineral reserve estimates from the applications for full review or that any contract areas of NORI and TOML are only estimates. Estimates of mineral resources and mineral reserves from the applications will lead to NOAA granting the Company any exploration licenses or a commercial recovery permit contract areas of NORI and TOML described in our SEC filings and reported in technical reports prepared by AMC depend on a timely basis geological interpretation and statistical inferences or at all, or on commercially viable terms assumptions drawn from survey data and conditions, recovery and sampling analysis, which would might prove to be materially and negatively impact our business, financial condition, liquidity, results of operations and prospects. In particular, NOAAs regulations inaccurate. While these reports have been interpreted provided by some as requiring a sequential process in which an exploration license must first be obtained before a commercial recovery permit can be granted. Although we believe the regulations may allow for a direct or simultaneous application for a commercial recovery permit in cases where sufficient environmental and technical data already exists, experts, there is no assurance that NOAA will agree with this interpretation. If NOAA requires us a degree of uncertainty attributable to begin the permitting process under DSHMRA with an exploration license, this likely would delay our intended commercialization timeline and increase permitting costs and complexity. Also, if TMC USA is required to resubmit any estimation of its applications to NOAA because mineral resources and mineral reserves. Except for the initial applications are not Probable Mineral Reserves declared in substantial compliance or complete, we could lose rights under DSHMRA to the areas covered by TMC USAs initial applications if NOAA received another application covering PFS for the same Initial Mining Area of NORI Area D, mineral reserves have not been defined for our other contract areas before TMC USA resubmits the applications. In addition, there is no assurance that we and will be able to comply with, or obtain require completion of further studies. The PFS is not a waiver of, the requirement under DSHMRA that minerals be processed in the United States. 45 In addition, permitting under DSHMRA will subject us to feasibility study and does not support a complex regulatory system in development decision, and the United States which we are Initial Assessment is preliminary in the initial stages of analyzing nature, contains no reserves, and is not sufficient to determine applicability the economic viability of a mining project. Until mineral resources and how compliance will impact our development plans mineral reserves are actually collected and potential processed on a commercial operations. For example, we will be subject to scale, the Merchant Marine Act quantity of 1920 metal and will need to nodule abundance must be in full compliance with U.S. environmental laws, considered as estimates only, and NOAA may deny a commercial recovery permit if it determines no assurance can be given that significant adverse environmental effects cannot the indicated levels of metals will be adequately mitigated. produced. The review estimation of mineral reserves and approval process will also be subject to a full EIS process under NEPA, as well as public comment and potential legal challenge in U.S. courts by third parties. Although the recent Executive Order signed by President Trump on April 24, 2025 directs the Commerce Secretary to implement mineral resources is an expedited permitting iterative process under DSHMRA, the timing of license or permit issuance remains uncertain, as there is no statutory deadline under DSHMRA and actual review timelines will depend on is, at times, partially dependent upon the scope and outcome judgment of NOAAs assessment. Moreover, a U.S.-issued permit would be a unilateral authorization by the United States not formally recognized by persons preparing the ISA or by countries that are parties to UNCLOS. We do not believe pursuing licenses and permits with NOAA under DSHMRA nullifies our ISA exploration contracts or our sponsorship contracts with estimates. The process relies on the Republic of Nauru quantity and the Kingdom quality of Tonga, available data and we believe NORI and TOML are in compliance with each is based on knowledge, experience, statistical analysis of their ISA exploration contracts data and each of their sponsorship contracts. There can be no assurances, however, that the ISA industry practices. Valid estimates made at a given time may not attempt significantly change when new information becomes available. Estimated mineral reserves and mineral resources may have to suspend or terminate our existing be recalculated based on changes in metal prices, further exploration contracts or that it will renew our NORI exploration contract when it expires in July 2026 development activity, actual production experience, or our TOML exploration contract when it expires changes in January 2027. Nor can there be assurances that our sponsorship contracts will not be suspended operating or terminated. In addition, if we proceed under regulatory conditions. This could materially and adversely affect estimates of the DSHMRA regime volume or grade of mineralization, estimated recovery rates, or other important factors that influence mineral reserve and secure U.S. permits, we may need mineral resource estimates. The extent to relinquish or suspend overlapping rights held under our ISA exploration contracts, which could raise diplomatic concerns or mineral resources may ultimately be perceived reclassified as undermining mineral reserves is dependent upon the ISAs authority demonstration of their profitable recovery. Any material changes in volume and allow grades of mineralization will affect the ISA to grant rights to these overlapping areas to other parties. While we believe our dual-path strategy is legally sound and the Trump administration, the U.S. Department economic viability of Commerce placing a property into production and NOAA have stated a propertys return on capital. We cannot provide assurance that U.S. companies polymetallic nodules can apply for exploration licenses and commercial recovery permits for deep-sea mining in ocean areas beyond national jurisdiction under DSHMRA, the announcement be collected or implementation of this strategy may cause additional regulatory processed profitably. The mineral resource and political tensions, delay ISA decision-making, or impair our ability to secure or maintain exploration contracts or an exploitation contract under the ISA framework and may result mineral reserve estimates in our need to engage in costly SEC filings have been determined and time-consuming litigation to enforce our rights. In addition, a commercial recovery permit issued to us under DSHMRA, if any, may not be recognized by countries that are parties to UNCLOS or by the ISA valued based on assumed future metal prices, cut-off grades, production rates, and operating costs that may prove to be regarded by UNCLOS parties and inaccurate. Extended declines in the ISA as a violation of international law, including UNCLOS, which could affect international perceptions of the project, and could have implications for logistics, processing, and market access in UNCLOS parties price for seabed minerals extracted under a U.S. license or permit nickel, manganese, copper, and for downstream products containing them, or for partnerships involving foreign entities, cobalt may render portions of our mineralization uneconomic and could also result in actions, pursuant to UNCLOS, against us under the national laws of UNCLOS parties, any or all of reduced reported volume and grades, which in turn could have a material adverse affect effect on our business, financial condition, liquidity, performance, financial position, and results of operations operations. In addition, inferred mineral resources have a great amount of uncertainty as to their existence and prospects. Success under their economic and legal feasibility. You should not assume that any part of an inferred mineral resource will be upgraded to a higher category or that any of the U.S. regulatory pathway mineral resources will also require continued policy support from be reclassified as mineral reserves. As of the U.S. executive branch PFS, approximately 51 million tonnes of the measured and agencies such indicated mineral resource in the NORI Area D have been classified as NOAA and Probable Mineral Reserves, with the Department balance of Commerce. Shifts the resource remaining in U.S. political priorities, legal interpretations, or agency leadership could adversely affect our ability to obtain the measured and maintain required approvals or to rely on DSHMRA as a viable permitting pathway. indicated categories. 54