Commitments and Contingencies
Purchase Commitments
We have a supplier agreement with Braskem S.A., a Brazilian petrochemical company. The contract requires us, through our manufacturers, to commit to purchase a minimum amount of material per year until 2027. We purchased approximately $2.3 million in material in 2024. The table below shows the future minimum purchase amounts per year:
| | | | | |
| (in thousands) | Braskem S.A. |
Fiscal year ended December 31, | |
| 2025 | 906 | |
| 2026 | 4,077 | |
2027 | 4,530 | |
| Total minimum purchase commitments | $ | 9,513 | |
Contingencies
We are subject to various claims and legal proceedings that arise in the ordinary course of our business activities. Although the outcome of any legal proceedings cannot be predicted with certainty, for the years ended December 31, 2024 and 2023, our ultimate liability, if any, is not expected to have a material effect on our financial position or operations.
On April 13, 2023, and on May 16, 2023, we and certain of our executive officers and directors were named as defendants in two substantially similar securities class action lawsuits, captioned Shnayder v. Allbirds, Inc., et al., Case No. 23-cv-01811-AMO and Delgado v. Allbirds, Inc., et al., Case No. 23-cv-02372-AMO, filed in the United States District Court for the Northern District of California. These lawsuits allege that we violated Sections 10(b) and 20(a) of the Exchange Act and SEC Rule 10b-5, 17 C.F.R. § 240.10b-5, promulgated thereunder, and Sections 11 and 15 of the Securities Act by making materially false and/or misleading statements about our business, operations and prospects. The plaintiffs seek damages in an unspecified amount. On July 25, 2023, the court entered an order consolidating the two cases, appointing lead plaintiffs, and approving lead plaintiffs’ selection of lead counsel. On September 15, 2023, lead plaintiffs filed a consolidated amended complaint against the same group of defendants and asserting the same claims. On November 3, 2023, we filed a motion to dismiss the consolidated amended complaint and the court granted the motion on May 10, 2024, but provided plaintiffs with leave to amend their complaint. The plaintiffs filed an amended complaint in July 2024 and we filed a motion to dismiss the amended complaint on September 5, 2024. Full briefing on the motion was completed on December 4, 2024 and a hearing on the motion is set for May 29, 2025. We intend to vigorously defend against this lawsuit.
On October 3, 2023 and January 3, 2025, we and certain of our executive officers and directors were named as defendants in shareholder derivative suits, captioned Park v. Zwillinger, et al., Case No. 23-cv-01092-CFC, filed in the United States District Court for the District of Delaware and Wolfson v. Zwillinger, et al., Case No. 2025-0007, filed in Court of Chancery of the State of Delaware, respectively. These derivative lawsuits allege violations of Section 14(a) of the Exchange Act, contribution under Section 21D of the Exchange Act, breach of fiduciary duties, and aiding and abetting based on allegations that are substantially similar to those asserted in the securities class action. On October 13, 2023, we and certain of our past and current executive officers and directors were named as defendants in a substantially similar shareholder derivative suit, captioned Junker v. Zwillinger, et al., Case No. 23-cv-01152-CFC, filed in the United States District Court for the District of Delaware. This lawsuit alleges breach of fiduciary duties, unjust enrichment, violations of Section 10(b) of the Exchange Act, contribution under Section 11(f) of the Securities Act and Section 21D of the Exchange Act, and waste of corporate assets based on allegations that are substantially similar to those asserted in the securities class action and currently stayed. We intend to vigorously defend against these lawsuits.