TMC the metals Co Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

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Preliminary Proxy Statement

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Under §240.14a-12

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Letter to Shareholders

July 18, 2025​

To Our Shareholders:

You are cordially invited to attend a special meeting of shareholders of TMC the metals company Inc. (the “Company”) to be held in a virtual format on Thursday, August 28, 2025 at 10:00 a.m. EDT.

The special meeting will be held virtually via live audio webcast on the internet. We believe hosting a virtual special meeting enables greater shareholder attendance and participation from any location around the world, improves meeting efficiency and our ability to communicate effectively with our shareholders, and reduces the cost and environmental impact of our special meeting. You will be able to attend the special meeting, vote and submit your questions during the special meeting by visiting https://www.cstproxy.com/metals/sm2025. You will not be able to attend the special meeting in person.

Details regarding the meeting, the business to be conducted at the meeting, and information about the Company that you should consider when you vote your shares are described in the accompanying proxy statement.

At the special meeting, we will ask the shareholders to approve an amendment to our 2021 Incentive Equity Plan to increase the share pool for equity incentive grants under the plan. Our board of directors recommends the approval of this proposal. Such other business will be transacted as may properly come before the special meeting.

Under the Securities and Exchange Commission rules that allow companies to furnish proxy materials to shareholders over the Internet, we have elected to deliver our proxy materials to the majority of our shareholders over the Internet. This delivery process allows us to provide shareholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On or about July 18, 2025, we intend to begin sending to our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for our special meeting of shareholders. The Notice also provides instructions on how to vote by proxy, online or at the meeting, how to access the virtual special meeting and how to receive a paper copy of the proxy materials by mail.

We hope you will be able to attend the special meeting. Whether or not you plan to attend the special meeting, we hope you will vote promptly. Information about voting methods is set forth in the accompanying proxy statement.

Thank you for your continued support of the Company. We look forward to seeing you at the special meeting.

Sincerely,

Chairman & Chief Executive Officer

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

July 18, 2025​

TIME: 10:00 a.m. EDT

DATE: Thursday, August 28, 2025

ACCESS: https://www.cstproxy.com/metals/sm2025

Notice is hereby given that a special meeting of shareholders of TMC the metals company Inc. (the “Meeting”) will be held virtually via live webcast on the Internet at the above noted link at 10:00 a.m. EDT on Thursday, August 28, 2025. You will be able to attend the Meeting, vote and submit your questions during the Meeting by visiting https://www.cstproxy.com/metals/sm2025 at the date and time of the Meeting and entering the 12-digit control number included in the Notice of Internet Availability or proxy card that you receive. For further information about the Meeting, please see the questions and answers about the Meeting under the heading “Important Information About the Special Meeting and Voting” beginning on page 3 of the accompanying proxy statement.

PURPOSES:

We will act on the following proposals:

To approve an amendment to our 2021 Incentive Equity Plan to increase the share pool for equity incentive grants under the plan; and

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To transact such other business that is properly presented at the Meeting and any adjournments or postponements thereof.

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WHO MAY VOTE:

You may vote if you were the record owner of TMC the metals company Inc. common shares at the close of business on July 9, 2025.

All shareholders are cordially invited to attend the Meeting. Whether you plan to attend the Meeting or not, in order to ensure the presence of a quorum, we urge you to vote and submit your proxy by the Internet or mail by following the instructions in the “Notice of Internet Availability of Proxy Materials” that you previously received. You may change or revoke your proxy at any time before it is voted at the Meeting. If you participate in and vote your shares at the Meeting, your proxy will not be used.

You will be provided instructions and prompted to vote during the Meeting. Shareholders may submit questions for the Meeting after logging in. If you wish to submit a question, you may do so by logging into the virtual Meeting platform athttps://www.cstproxy.com/metals/sm2025, typing your question into the “Ask a Question” field, and clicking “Submit.” Please submit any questions before the start time of the Meeting. In addition, we have made available a separate conference line to allow attendees to communicate with each other during the Meeting. Attendees who wish to utilize this facility may do so by dialing the attendee conference line number shown on the right-hand side of the Meeting website under the heading “Attendee conference line.” Please note, however, that the attendee conference line is to allow attendees to communicate with each other during the Meeting only and cannot be used to listen to the Meeting or for asking questions to the Company.

A complete copy of the 2021 Incentive Equity Plan, as it is proposed to be amended, is attached as Appendix A to the proxy statement and is available for inspection by shareholders at our registered and records office during statutory business hours until the date of the Meeting at: 1111 West Hastings Street, 15th Floor, Vancouver, British Columbia V6E 2J3.

BY ORDER OF OUR BOARD OF DIRECTORS

Chairman & Chief Executive Officer