Current Report Filing (8-k)
March 17 2022 - 9:02AM
Edgar (US Regulatory)
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TMC the metals Co Inc.
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2022-03-14
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2022-03-14
2022-03-14
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 14, 2022
TMC THE METALS COMPANY INC.
(Exact name of registrant as specified in its charter)
British Columbia, Canada |
001-39281 |
Not Applicable |
(State or other jurisdiction of
incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
|
|
|
595 Howe Street, 10th Floor
Vancouver, British Columbia |
|
V6C 2T5 |
(Address of principal executive
offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (604) 631-3115
Not
applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on
which registered |
TMC Common Shares without par value |
|
TMC |
|
The Nasdaq Stock Market LLC |
Redeemable warrants, each whole warrant exercisable for one TMC Common Share, each at an exercise price of $11.50 per share |
|
TMCWW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company x
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive
Agreement.
On March 14, 2022, TMC the metals company Inc.
(the “Company”) entered into a non-binding memorandum of understanding (the “Memorandum of Understanding”) with
Epsilon Carbon Pvt, LTD. (“Epsilon”). Epsilon expressed its intent in the Memorandum of Understanding to prepare a pre-feasibility
report for the potential construction and operation of a plant in India to process polymetallic nodules from the seafloor and to potentially
finance, permit, construct and operate the plant. The Memorandum of Understanding contemplates, among other things, the successful completion
of the pre-feasibility report and the Company and Epsilon to execute a binding Heads of Terms satisfactory to each, which is expected
to form the basis of the subsequent definitive agreement(s), to move forward with the potential permitting, construction, operation and
supply of the proposed plant. There can be no assurance that the Company will enter into such Heads of Terms or subsequent definitive
agreement(s) in a particular time period, or at all, or on terms similar to those set forth in the Memorandum of Understanding, or that
if such Heads of Terms or definitive agreement(s) are entered into by the Company that the proposed plant will be financed, permitted,
constructed, operated or supplied in a particular time period, or at all, or successfully.
Under a binding provision of the Memorandum of
Understanding, each of the Company and Epsilon have agreed not to enter into any binding agreements with any other third party for the
construction and operation of a processing plant for polymetallic nodules through the earlier of the Company and Epsilon entering into
the Heads of Terms contemplated by the Memorandum of Understanding and March 31, 2023.
Forward Looking Statements
Certain statements made in this Current Report
on Form 8-K are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities
Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,”
“will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,”
“should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,”
“future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements
of historical matters. These forward-looking statements involve significant risks and uncertainties that could cause the actual results
to differ materially from those discussed in the forward-looking statements. Most of these factors are outside the Company’s control
and are difficult to predict. Factors that may cause such differences include, but are not limited to: the Company’s ability to
enter into the Heads of Terms and any subsequent definitive agreement(s) with Epsilon to construct, operate and supply the potential processing
plant in India on terms and conditionals substantially similar to those set forth in the Memorandum of Understanding; the successful completion
of the pre-feasibility report; the Company’s ability to obtain exploitation contracts for its areas in the Clarion Clipperton Zone
(“CCZ”); the Company and Epsilon’s ability to secure binding offtake arrangements for the proposed plant’s production
on acceptable terms and in sufficient quantities; regulatory uncertainties and the impact of government regulation and political instability
on the Company’s resource activities; changes to any of the laws, rules, regulations or policies to which the Company is subject;
the impact of extensive and costly environmental requirements on the Company’s operations; environmental liabilities; the impact
of polymetallic nodule collection on biodiversity in the CCZ and recovery rates of impacted ecosystems; the Company’s ability to
develop minerals in sufficient grade or quantities to justify commercial operations; the lack of development of seafloor polymetallic
nodule deposit; uncertainty in the estimates for mineral resource calculations from certain contract areas and for the grade and quality
of polymetallic nodule deposits; risks associated with natural hazards; uncertainty with respect to the specialized treatment and processing
of polymetallic nodules that the Company may recover; risks associated with collective, development and processing operations, including
the successful permitting, completion and operation of the proposed plant in India; fluctuations in transportation costs; testing and
manufacturing of equipment; risks associated with the Company’s limited operating history; the impact of the COVID-19 pandemic;
risks associated with the Company’s intellectual property; and other risks and uncertainties, including those under Item 1A “Risk
Factors” in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed by the Company with
the Securities and Exchange Commission (“SEC”) on November 15, 2021, and in the Company’s other future filings with
the SEC. The Company cautions that the foregoing list of factors is not exclusive. The Company cautions readers not to place undue reliance
upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or
undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or
any change in events, conditions, or circumstances on which any such statement is based except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
† Pursuant to Item 601(b)(10)(iv)
of Regulation S-K promulgated by the Securities and Exchange Commission, certain portions of this exhibit have been redacted. TMC the
metals company Inc. hereby agrees to furnish supplementally to the Securities and Exchange Commission, upon its request, an unredacted
copy of this exhibit.
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: March 17, 2022 |
By: |
/s/ Gerard Barron |
|
Name: Gerard Barron |
|
Title: Chief Executive Officer |
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