TMC the metals Co Inc

For the period ended Dec 31, 2023. Filed Mar 25, 2024.

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Mar 25, 2024

TMC$2.42-7.6%Stored close · as of Nov 10, 2026

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Contents

Item 15. Exhibits and Financial Statement Schedules

(1)Financial Statements.

See “Index to Financial Statements and Financial Statement Schedules” under Part II, Item 8 to this Annual Report.

(2)Financial Statement Schedules.

Financial Statement schedules have not been included because they are not applicable or the information is included in the financial statements or notes thereto.

(3)Exhibits.

ExhibitNumber · Exhibit Description · Filedwith thisReport · Incorporated byReferenceherein fromForm orSchedule · · Filing Date · SEC File/Reg.Number
2.1††	Business Combination Agreement, dated as of March 4, 2021, by and among Sustainable Opportunities Acquisition Corp., 1291924 B.C. Unlimited Liability Company and DeepGreen Metals Inc.		Form 8-K(Exhibit 2.1)	3/4/2021	001-39281
3.1	Notice of Articles of TMC the metals company Inc.		Form 8-K(Exhibit 3.1)	9/15/2021	001-39281
3.2	Articles of TMC the metals company Inc.		Form 8-K(Exhibit 3.2)	9/15/2021	001-39281
4.1	Description of Securities	X
4.2	TMC the metals company Inc. Common Share Certificate		Form 8-K(Exhibit 4.1)	9/15/2021	001-39281
4.3	Warrant Agreement, dated as of May 8, 2020, between Continental Stock Transfer & Trust Company and Sustainable Opportunities Acquisition Corp.		Form S-1(Exhibit 4.2)	10/7/2021	333-260126
4.4	Form of Class A Warrant to Purchase Common Stock		Form 8-K(Exhibit 4.1)	8/14/2023	001-39281
10.1	Amended and Restated Registration Rights Agreement, by and between Sustainable Opportunities Acquisition Corp., Sustainable Opportunities Holdings LLC, the parties listed under Sponsor Group Holders on the signature page(s) thereto and the parties listed under DeepGreen Holders on the signature page(s) thereto		Form S-4/A (Exhibit 10.5 – Annex H)	8/5/2021	333-255118
10.2†	Strategic Alliance Agreement, dated as of March 29, 2019, by and between DeepGreen Metals Inc. and Allseas Group S.A.		Form S-4(Exhibit 10.7)	4/8/2021	333-255118
10.3†	Pilot Mining Test Agreement dated as of July 8, 2019, by and between DeepGreen Metals Inc. and Allseas Group S.A.		Form S-4(Exhibit 10.8)	4/8/2021	333-255118

10.4†	Third Amendment to Pilot Mining Test Agreement and First Amendment to Strategic Alliance Agreement, dated as of March 4, 2021, by and between DeepGreen Metals Inc. and Allseas Group S.A.	Form S-4(Exhibit 10.9)	4/8/2021	333-255118
10.5	Fourth Amendment to Pilot Mining Test Agreement and Second Amendment to Strategic Alliance Agreement, dated as of June 30, 2021, by and between DeepGreen Metals Inc. and Allseas Group S.A.	Form S-4/A(Exhibit 10.23)	7/14/2021	333-255118
10.6	Fifth Amendment to Pilot Mining Test Agreement and Third Amendment to Strategic Alliance Agreement, effective as of February 8, 2023, by and among DeepGreen Engineering Pte Ltd, DeepGreen Metals Inc., TMC the metals company Inc. and Allseas Group S.A.	Form 8-K(Exhibit 10.1)	2/17/2023	001-39281
10.7†	Sponsorship Agreement, dated as of March 8, 2008, by and between the Kingdom of Tonga and Tonga Offshore Mining Limited	Form S-4(Exhibit 10.13)	4/8/2021	333-255118
10.8†	Sponsorship Agreement, dated as of September 23, 2021, by and between the Kingdom of Tonga and Tonga Offshore Mining Limited	Form S-1(Exhibit 10.13)	10/7/2021	333-260126
10.9†	Sponsorship Agreement, dated as of June 5, 2017, by and among the Republic of Nauru, the Nauru Seabed Minerals Authority, and Nauru Ocean Resources Inc.	Form S-4(Exhibit 10.14)	4/8/2021	333-255118
10.10	Certificate of the Sponsorship signed by the Government of Nauru on April 11, 2011	Form S-4/A(Exhibit 10.24)	7/28/2021	333-255118
10.11	ISA Contract for Exploration (Republic of Nauru) dated as of July 22, 2011	Form S-4(Exhibit 10.15)	4/8/2021	333-255118
10.12	ISA Contract for Exploration (Kingdom of Tonga) dated as of January 11, 2012	Form S-4(Exhibit 10.16)	4/8/2021	333-255118
10.13+	Form of Indemnity Agreement	Form 8-K(Exhibit 10.18)	9/15/2021	001-39281
10.14+	Nonemployee Director Compensation Policy	Form 8-K(Exhibit 10.19)	9/15/2021	001-39281
10.15+	Employment Agreement, dated December 15, 2017, by and between DeepGreen Metals Inc. and Gerard Barron	Form S-4/A(Exhibit 10.17)	5/27/2021	333-255118
10.16+	Employment Agreement, dated September 1, 2018, by and between DeepGreen Metals Inc. and Erika Ilves	Form S-4/A(Exhibit 10.19)	5/27/2021	333-255118
10.17	Amended and Restated Employment Agreement, dated May 8, 2022, by and between The Metals Company Australia Pty. Ltd. and Anthony O’Sullivan	Form 10-Q(Exhibit 10.3)	5/9/2022	001-39281
10.18+	Amended and Restated Employment Agreement, dated May 6, 2022, by and between DeepGreen Resources, LLC and Craig Shesky	Form 10-Q(Exhibit 10.2)	5/9/2022	001-39281
10.19.1+	TMC the metals company Inc. 2021 Incentive Equity Plan	Form 8-K(Exhibit 10.23.1)	9/15/2021	001-39281
10.19.2+	Form of Stock Option Agreement under TMC the metals company Inc. 2021 Incentive Equity Plan	Form 8-K(Exhibit 10.23.2)	9/15/2021	001-39281

10.19.3+	Form of Restricted Stock Unit Agreement under TMC the metals company Inc. 2021 Incentive Equity Plan		Form 8-K(Exhibit 10.23.3)	9/15/2021	001-39281
10.20.1+	DeepGreen Metals Inc. Stock Option Plan and Form of Stock Option Agreement thereunder		Form S-4/A(Exhibit 10.20)	5/27/2021	333-255118
10.20.2+	Amendment to DeepGreen Metals Inc. Stock Option Plan		Form S-4/A(Exhibit 10.21)	5/27/2021	333-255118
10.21+	TMC the metals company Inc. 2021 Employee Stock Purchase Plan		Form S-8(Exhibit 99.1)	5/31/2022	333-265318
10.22	Form of Subscription Agreement for institutional investors, by and between Sustainable Opportunities Acquisition Corp. and the subscriber parties thereto		Form S-4/A(Exhibit 10.1)	8/5/2021	333-255118
10.23	Form of Subscription Agreement for accredited investors, by and between Sustainable Opportunities Acquisition Corp. and the subscriber parties thereto		Form S-4/A(Exhibit 10.2)	8/5/2021	333-255118
10.24	Form of Securities Purchase Agreement, dated August 12, 2022, by and among the Company and the Purchasers named therein.		Form 8-K(Exhibit 10.1)	8/15/2022	001-39281
10.25	Securities Purchase Agreement, dated August 12, 2022, by and among the Company and Gerard Barron.		Form 8-K(Exhibit 10.2)	8/15/2022	001-39281
10.26	Securities Purchase Agreement, dated August 12, 2022, by and among the Company and ERAS Capital LLC.		Form 8-K(Exhibit 10.3)	8/15/2022	001-39281
10.27	At-The-Market Equity Distribution Agreement, dated December 22, 2022, by and among TMC the metals company Inc., Stifel, Nicolaus & Company, Incorporated and Wedbush Securities Inc.		Form 8-K(Exhibit 10.1)	12/22/2022	001-39281
10.28	Amendment No. 1 to At-The-Market Distribution Agreement, dated as of December 21, 2023, by and among TMC the metals company Inc., Stifel, Nicolaus & Company, Incorporated and Wedbush Securities Inc.		Form 8-K(Exhibit 10.1)	12/21/2023	001-39281
10.29†	Royalty Agreement, dated February 21, 2023 by and among TMC the metals company Inc., Nauru Ocean Resources Inc. and Low Carbon Royalties Inc.		Form 8-K(Exhibit 10.1)	2/22/2023	001-39281
10.30†	Investor Rights Agreement dated February 21, 2023 by and among TMC the metals company Inc., Brian Paes-Braga and Low Carbon Royalties Inc.		Form 8-K(Exhibit 10.2)	2/22/2023	001-39281
10.31†	Unsecured Credit Facility, dated March 22, 2023, by and between TMC the metals company Inc. and Argentum Credit Virtuti GCV		Form 10-K (Exhibit 10.31)	3/27/2023	001-39281
10.32	Amendment to the Unsecured Credit Facility, dated July 31, 2023, by and between TMC the metals company Inc. and Argentum Credit Virtuti GCV		Form 8-K(Exhibit 10.2)	8/01/2023	001-39281
10.33	Second Amendment to the Unsecured Credit Facility, dated March 22, 2024, by and between TMC the metals company Inc. and Argentum Credit Virtuti GCV	X
10.34†	Unsecured Credit Facility, dated March 22, 2024, by and among TMC the metals company Inc., Gerard Barron and ERAS Capital LLC	X

10.35	Exclusive Vessel Use Agreement, dated August 1, 2023, by and between TMC the metals company Inc. and Allseas Group S.A.		Form 8-K(Exhibit 10.1)	8/01/2023	001-39281
10.36	Form of Securities Purchase Agreement, dated August 14, 2023		Form 8-K(Exhibit 10.1)	8/14/2023	001-39281
21.1	List of Subsidiaries		Form S-1(Exhibit 21.1)	10/27/2021	333-260126
23.1	Consent of Ernst & Young LLP	X
31.1	Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
31.2	Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
32*	Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
96.1	Technical Report Summary — Initial Assessment of the NORI Property, Clarion Clipperton Zone, for Deep Green Metals Inc., effective as of March 17, 2021, by AMC Consultants Pty Ltd and other qualified persons.		Form S-4/A(Exhibit 96.1)	8/5/2021	333-255118
96.2	Technical Report Summary — Initial Assessment of the TOML Mineral Resource, Clarion Clipperton Zone, Pacific Ocean, for Deep Green Metals Inc., effective as of March 26, 2021, by AMC Consultants Pty Ltd and other qualified persons.		Form S-4/A(Exhibit 96.2)	8/5/2021	333-255118
97.1+	TMC the metals company Inc. Clawback Policy	X
101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)	X
101.SCH	Inline XBRL Taxonomy Extension Schema Document	X
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document	X
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document	X
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document	X
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document	X
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)	X

†	Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[***]”) because the identified confidential portions (i) are not material and (ii) is the type of information that the Company treats as private or confidential.

††	Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

+	Management contract or compensatory plan or arrangement.

The certifications attached as Exhibit 32 that accompany this Annual Report are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of TMC the metals company Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of such Form 10-K), irrespective of any general incorporation language contained in such filing.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.