TMC the metals company Inc. TMC
TMC is a recycled Nautilus Minerals fraud: $43M siphoned to insiders for worthless seabed licenses, inflated expenses, and a TOML permit at risk of ISA termination.
Thesis
Bonitas argues TMC — the SPAC'd rebrand of DeepGreen via Sustainable Opportunities Acquisition Corp — is a repackaged version of bankrupt Nautilus Minerals whose assets PwC could not sell to any of ~300 bidders in 2019. Bonitas claims TMC overpaid US$43M in cash and stock to undisclosed insiders (Deep Sea Mining Finance) for a Tonga Offshore Mining license nominally worth the ISA's $250K application fee, inflated NORI's 2019 exploration expenses by 124% ($34M disclosed vs $15M in ISA public records), and faces license-termination risk because no Tongan citizen sits on TOML's board post-acquisition. The report ties DeepGreen founder David Heydon, CEO Gerard Barron, and DSMF principals Chris Jordinson (ASIC-convicted insider trader) and Matthias Bolliger (Panama Papers) to a pattern of bad actors, and Bonitas is short the stock expecting significant downside from the $4.46 close.
SCQA
TMC is a pre-revenue deep-sea-mining SPAC (DeepGreen + SOAC) claiming three Clarion Clipperton Zone exploration licenses worth billions, pitched to retail as 'EV batteries in a rock' at a ~US$1bn market cap.
The licenses are the same assets that bankrupted Nautilus Minerals in 2019 when PwC could find no buyer among 300 bidders; TMC overpaid $43M to related-party insiders, inflated NORI expenses 124%, and lost Tongan sponsorship required for TOML.
Bonitas recommends shorting TMC, asks the SEC to investigate the merger's disclosures, and flags ISA regulatory termination risk given the absence of a Tongan director and the related-party transactions.
With only ~US$0.50/share in cash and no revenue, Bonitas expects the stock to decline significantly toward worthlessness — the same outcome NMI shareholders got when they received nil in bankruptcy.
The three reasons
- 1
TMC siphoned US$43M to undisclosed insiders overpaying for a TOML license worth only $250K
- 2
NORI 2019 exploration expenses inflated 124% — $15M actual vs $34M disclosed to SEC
- 3
TOML license at risk of termination: no Tongan director remains after DeepGreen takeover
Primary demands
- Investors should avoid or short TMC stock
- SEC should investigate the DeepGreen-SOAC merger disclosures
- ISA should scrutinize TOML license given loss of Tongan sponsorship
KPIs cited
Pattern membership
Precedents cited
- Nautilus Minerals bankruptcy (NMI)
- Lockheed Martin UK Seabed Resources carrying CCZ licenses at zero
- Nauru Ocean Resources (NORI) valuation benchmarks
- Campaign for Accountability July 2021 letter to SEC
Composition what's on the 15 slides
Slide gallery ·
Notes
Classic Bonitas short report format — Word/Times-style memo with ToC, embedded screenshots of SEC filings, ISA records, Tonga business registry, PwC court reports, and Panama Papers/ICIJ network graphs. Heavy use of primary-source citations and footnotes rather than bespoke data-viz. Pre-filled stake not disclosed (only 'we are short'). Four-claim structure (TOML overpayment / NORI inflation / TOML legal status / history of bad actors) is the deck's SCQA spine. Key named actors: Gerard Barron, David Heydon, Robert Gary Heydon, Scott Honour, Paul Taumoepeau, Chris Jordinson (ASIC insider-trading conviction), Matthias Bolliger (Panama Papers). Cover page has distinctive BR logo with Chinese characters '博力达思研究'.