TMC the Metals Company Files 8-K Report

TL;DR

TMC filed an 8-K on Nov 26, 2024, reporting a material definitive agreement and other events.

AI Summary

On November 26, 2024, TMC the Metals Company Inc. filed an 8-K report detailing a material definitive agreement. The filing also includes other events and financial statements and exhibits. The company was formerly known as Sustainable Opportunities Acquisition Corp. and changed its name on January 2, 2020.

Why It Matters

This 8-K filing indicates significant corporate activity or agreements for TMC the Metals Company, which could impact its operational status and future business dealings.

Risk Assessment

Risk Level: low — The filing is a standard 8-K report and does not contain information suggesting immediate or significant risk.

Key Players & Entities

• TMC the Metals Company Inc. (company) — Registrant
• Sustainable Opportunities Acquisition Corp. (company) — Former company name
• November 26, 2024 (date) — Date of earliest event reported
• January 2, 2020 (date) — Date of name change

FAQ

Key Financial Figures

• $11.50 — mon Share, each at an exercise price of $11.50 per share TMCWW The Nasdaq Stock Ma
• $19,900,000, b — ng are now expected to be approximately $19,900,000, before deducting offering expenses payabl
• $1.00 — on Share are being sold at a price of US$1.00. The Securities are being offered by t
• $2.4 million — the issuance and sale of the additional $2.4 million of Securities in the Registered Offerin
• $14.9 million — red Offering to date to an aggregate of $14.9 million. The Company has a signed commitment fr
• $5.0 million — mmitment from an additional investor of $5.0 million of common shares and accompanying Class
• $2 — rants have an initial exercise price of $2.00, are exercisable immediately upon is
• $2.00 — ares, at a price below the lower of (i) $2.00 (as equitably adjusted for share splits
• $0.0001 — lso repurchase the Class B Warrants for $0.0001 per Common Share underlying the Class B
• $5.00 — -consecutive trading day period exceeds $5.00. In the event of certain corporate tran

Filing Documents

• tm2429063d2_8k.htm (8-K) — 44KB
• tm2429063d2_ex5-1.htm (EX-5.1) — 17KB
• tm2429063d2_ex5-2.htm (EX-5.2) — 13KB
• tm2429063d2_ex10-1.htm (EX-10.1) — 18KB
• tm2429063d2_ex5-1img001.jpg (GRAPHIC) — 26KB
• tm2429063d2_ex5-2img001.jpg (GRAPHIC) — 4KB
• tm2429063d2_ex5-2img002.jpg (GRAPHIC) — 2KB
• 0001104659-24-123189.txt ( ) — 375KB
• tmc-20241126.xsd (EX-101.SCH) — 4KB
• tmc-20241126_def.xml (EX-101.DEF) — 27KB
• tmc-20241126_lab.xml (EX-101.LAB) — 36KB
• tmc-20241126_pre.xml (EX-101.PRE) — 25KB
• tm2429063d2_8k_htm.xml (XML) — 6KB

01

Item 1.01. Entry into a Material Definitive Agreement. As previously disclosed, on November 14, 2024, TMC the metals company Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with certain investors (the "Purchasers") pursuant to which the Company agreed to sell and issue, in a registered direct offering, an aggregate of 17,500,000 common shares of the Company, without par value (the "Common Shares"), and accompanying Class B Common Share warrants (the "Class B Warrants") to purchase an aggregate of 8,750,000 Common Shares. On November 26, 2024, the Company and the requisite initial Purchasers entered into the First Amendment to Securities Purchase Agreement to increase the number of Common Shares and accompanying Class B Warrants issuable under the Purchase Agreement, as amended, to new Purchasers by 2,400,000 Common Shares and accompanying Class B Warrants to purchase 1,200,000 Common Shares on the same terms and conditions as initially offered. Under the Purchase Agreement, as amended, the Company agreed to sell and issue a total of up to an aggregate of 19,900,000 Common Shares (the "Shares") and accompanying Class B Warrants to purchase an aggregate of up to 9,950,000 Common Shares (such Class B Warrants collectively with the Shares, the "Securities" and such offering, the "Registered Offering"). The aggregate gross proceeds to the Company from the Registered Offering are now expected to be approximately $19,900,000, before deducting offering expenses payable by the Company, not including the exercise of the Class B Warrants. Each Common Share and the accompanying Class B Warrant to purchase one half of a Common Share are being sold at a price of US$1.00. The Securities are being offered by the Company pursuant to the Company's registration statement on Form S-3 (Reg. No. 333-275822) previously filed with the U.S. Securities and Exchange Commission (the "SEC") on November 30, 2023 and declared effective by the SEC

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements that involve risks and uncertainties, such as statements related to the anticipated closing of the Registered Offering and the anticipated proceeds from the Registered Offering. The risks and uncertainties involved include the Company's ability to satisfy certain conditions to closing the Registered Offering on a timely basis or at all, market and other conditions and other risks detailed from time to time in the Company's periodic reports and other filings with the SEC. You are cautioned not to place undue reliance on forward-looking Report on Form 8-K. The Company does not intend to revise or update any forward-looking statement in this Current Report on Form 8-K as a result of new information, future events or otherwise, except as required by law. 3

Financial Statements and Exhibits

Financial Statements and Exhibits. The following exhibits are being filed herewith: (d)Exhibits. ExhibitNo. Description 5.1 Opinion of Fasken Martineau DuMoulin LLP. 5.2 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. 10.1 Formof First Amendment to Securities Purchase Agreement, dated November26, 2024. 23.1 Consent of Fasken Martineau DuMoulin LLP (included in Exhibit5.1). 23.2 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit5.2). 104 Cover PageInteractive Data File (embedded within the Inline XBRL document). 4

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TMC THE METALS COMPANY INC. Date: November26, 2024 By: /s/ Craig Shesky Name: Craig Shesky Title: Chief Financial Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR