SOAC Sustainable Opportunities Acquisition Corp

SCHEDULE 13D

SCHEDULE 13D

Amendment No. 5 to Schedule 13D

This Amendment No. 5 to Schedule 13D (this “Amendment”) relates to the common shares, no par value (the “Common Shares”) of TMC the metals company Inc. (f/k/a Sustainable Opportunities Acquisition Corp.), a company existing under the laws of British Columbia (the “Issuer”), and amends the Schedule 13D filed with the Securities and Exchange Commission on September 9, 2021, as subsequently amended on October 7, 2021, on November 30, 2021, on December 29, 2021 and on February 9, 2022 (the “Schedule 13D”), by Gerard Barron (the “Reporting Person”).

Except as otherwise specified in this Amendment, all items left blank remain unchanged in all material respects and any items which are reported are deemed to amend and restate the corresponding items in the Schedule 13D. Capitalized terms used herein but not defined herein have the respective meanings ascribed to them in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby supplemented by adding the following at the end thereof:

On March 30, 2022, the Reporting Person acquired 23,000 Common Shares in multiple open-market transactions.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:

14,209,752 Common Shares beneficially owned by the Reporting Person were received in connection with the September 9, 2021 completion of the initial business combination (the “Business Combination”) of Sustainable Opportunities Acquisition Corp. (the former name of the Issuer) with DeepGreen Metals Inc., 34,000 Common Shares beneficially owned by the Reporting Person were subsequently acquired by the Reporting Person on September 30, 2021, 15,500 Common Shares beneficially owned by the Reporting Person were subsequently acquired by the Reporting Person on November 22, 2021, 47,438 Common Shares and warrants to purchase 89,394 Common Shares beneficially owned by the Reporting Person were subsequently acquired by the Reporting Person on December 24, 2021, 180,869 Common Shares beneficially owned by the Reporting Person were subsequently acquired by the Reporting Person on February 9, 2022 and 23,000 Common Shares beneficially owned by the Reporting Person were subsequently acquired by the Reporting Person on March 30, 2022.

The Reporting Person serves as the Chief Executive Officer and Chairman of the Board of Directors of the Issuer, and, in such capacity, may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Except as described in this Schedule 13D, the Reporting Person does not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, subject to the agreements described herein, the Reporting Person, at any time, and from time to time, may review, reconsider and change his position and/or change his purpose and/or develop such plans and may seek to influence management of the Issuer or the Board of Directors with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer, or other persons.

SCHEDULE 13D

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and restated in its entirety as follows:

The Reporting Person holds (i) 14,510,559 Common Shares and (ii) 4,078,044 Common Shares underlying options that are exercisable within 60 days of April 5, 2022, and (iii) 89,394 Common Shares underlying warrants to purchase Common Shares at $11.50 per share that are exercisable pursuant to that certain Warrant Agreement dated as of May 8, 2020 by and between the Issuer and Continental Stock Transfer & Trust Company, as warrant agent. The Reporting Person also holds 2,275,334 Common Shares underlying options that vest as follows, subject to continued service through each vesting threshold: (i) 25% if the Issuer’s market capitalization equals or exceeds $3.0 billion; (ii) 35% if the Issuer’s market capitalization equals or exceeds $6.0 billion; (iii) 20% if the International Seabed Authority grants an exploitation contract to the Issuer; and (iv) 20% upon the commencement of the first commercial production following the grant of the exploitation contract. Excludes the Special Shares held by the Reporting Person. The Reporting Person also holds 781,250 restricted stock units, each representing the right to receive one Common Share upon vesting, granted to the Reporting Person on November 22, 2021 under the Issuer's 2021 Equity Incentive Plan, which vest in three equal annual installments beginning on November 22, 2022 and ending on November 22, 2024, subject to the continued service to the Issuer of the Reporting Person through the applicable vesting dates. The Reporting Person also has the right to purchase up to 12,113,741 Special Shares (which includes Special Shares underlying options) which automatically convert into Common Shares on a one for one basis, if on any twenty trading days within any thirty trading day period, the Common Shares trade for a price that is greater than or equal to the price threshold for such class of Special Shares.

The Reporting Person is a party to the Amended and Restated Registration Rights Agreement, dated as of September 9, 2021, by and among the Issuer, Sustainable Opportunities Holdings LLC (the “Sponsor”), certain holders of the Sponsor and certain holders of DeepGreen (the “DeepGreen Securityholders”) (the “Registration Rights Agreement”), pursuant to which, among other things, the initial shareholders and the DeepGreen Securityholders (a) agreed not to effect any sale or distribution of certain securities of the Issuer held by them during the lock-up periods described therein and (b) were granted certain customary registration rights, including demand, piggy-back and shelf registration rights. Notably, certain shares held by the initial holders shall not be offered, sold, pledged or distributed for periods of six months or twelve months, as applicable, and certain shares held by the DeepGreen Securityholders shall not be offered, sold, pledged or distributed for periods of six months or two years, as applicable, subject to the exceptions described in the Registration Rights Agreement. The Registration Rights Agreement also provides that the Issuer will pay certain expenses relating to such registrations and indemnify the registration rights holders against (or make contributions in respect of) certain liabilities.

Except as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the person named in Item 2 above or between such person and any other person with respect to any securities of the Issuer.

SCHEDULE 13D

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.