Filed Pursuant to Rule 424(b)(3)
Registration No. 333-260126
PROSPECTUS SUPPLEMENT NO. 8
(TO PROSPECTUS DATED JULY 12, 2022)
TMC THE METALS COMPANY
INC.
Up to 264,438,297 Common
Shares
Up to 9,500,000 Warrants
This prospectus supplement no. 8 (this “Supplement”) supplements
the prospectus dated July 12, 2022 (the “Prospectus”) relating to
the issuance by us of up to an aggregate of 24,500,000 of our
common shares, without par value (“Common Shares”), which consists
of (i) up to 9,500,000 Common Shares that are issuable upon
the exercise of private placement warrants (the “Private Placement
Warrants”) originally issued in a private placement in connection
with the initial public offering of our predecessor company,
Sustainable Opportunities Acquisition Corp. (“SOAC”), at an
exercise price of $11.50 per Common Share, and (ii) up to
15,000,000 Common Shares that are issuable upon the exercise of
15,000,000 warrants issued in connection with the initial
public offering of SOAC (the “Public Warrants,” and together with
the Private Placement Warrants, the “Warrants”).
The Prospectus and this Supplement also relate to the resale from
time to time by the Selling Securityholders named in the Prospectus
(the “Selling Securityholders”) of up to (i) 9,500,000 Private
Placement Warrants, (ii) 9,500,000 Common Shares that may be
issued upon exercise of the Private Placement Warrants,
(iii) 11,578,620 Common Shares that may be issued upon
exercise of the Allseas Warrant (as defined in the Prospectus),
(iv) 6,759,000 Common Shares held by SOAC’s sponsor,
Sustainable Opportunities Holdings LLC (the “Sponsor”), SOAC’s
former directors and certain of their transferees (collectively,
the “Founder Shares”), (v) 11,030,000 Common Shares issued in
the PIPE Financing (as defined in the Prospectus),
(vi) 131,178,480 Common Shares issued to certain shareholders
of DeepGreen (as defined in the Prospectus) pursuant to the
Business Combination Agreement (as defined in the Prospectus),
(vii) 77,277,244 Common Shares issuable to certain
shareholders of DeepGreen upon the conversion of DeepGreen Earnout
Shares (as defined in the Prospectus) pursuant to the Business
Combination Agreement, (viii) 1,241,000 Common Shares issuable
to the Sponsor and its transferees upon the conversion of
Sponsor Earnout Shares (as defined in the Prospects) and
(ix) 873,953 Common Shares issued to certain service providers
to DeepGreen.
The Prospectus provides you with a general description of such
securities and the general manner in which we and the Selling
Securityholders may offer or sell the securities. More specific
terms of any securities that we and the Selling Securityholders may
offer or sell may be provided in a prospectus supplement that
describes, among other things, the specific amounts and prices of
the securities being offered and the terms of the offering. The
prospectus supplement may also add, update or change information
contained in the Prospectus.
We will not receive any proceeds from the sale of Common Shares or
Private Placement Warrants by the Selling Securityholders or of
Common Shares by us pursuant to the Prospectus, except with respect
to amounts received by us upon exercise of the Warrants.
However, we will pay the expenses, other than any underwriting
discounts and commissions, associated with the sale of securities
pursuant to the Prospectus.
We registered certain of the securities for resale pursuant to the
Selling Securityholders’ registration rights under certain
agreements between us and the Selling Securityholders. Our
registration of the securities covered by the Prospectus does not
mean that either we or the Selling Securityholders will issue,
offer or sell, as applicable, any of the securities. The Selling
Securityholders may offer and sell the securities covered by the
Prospectus in a number of different ways and at varying prices. We
provide more information about how the Selling Securityholders may
sell the shares or Warrants in the section entitled “Plan of
Distribution” in the Prospectus.
This Supplement incorporates into the Prospectus the information
contained in our attached current report on Form 8-K which was
filed with the Securities and Exchange Commission on December 22,
2022.
You should read this Supplement in conjunction with the Prospectus,
including any supplements and amendments thereto. This Supplement
is qualified by reference to the Prospectus except to the extent
that the information in this Supplement supersedes the information
contained in the Prospectus. This Supplement is not complete
without, and may not be delivered or utilized except in connection
with, the Prospectus, including any supplements and amendments
thereto.
Our Common Shares and Public Warrants are listed on Nasdaq under
the symbols “TMC” and “TMCWW,” respectively. On December 21, 2022,
the closing price of our Common Shares was $0.60 and the closing
price for our Public Warrants was $0.0501.
Investing in our securities involves a high degree of risk. See
“Risk Factors” beginning on page 13 of the Prospectus and in the
other documents that are incorporated by reference in the
Prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this Supplement is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus supplement is December 22, 2022.
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): December 22,
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 December 22, 2022, TMC the metals company Inc. (the
“Company”) entered into an At-The-Market Equity Distribution
Agreement (the “Agreement”) with Stifel, Nicolaus &
Company, Incorporated and Wedbush Securities Inc., as sales
agents (the “Agents”), pursuant to which the Company may, from time
to time, issue and sell its common shares, without par value, with
an aggregate offering price of up to $30 million (the “Shares”)
through the Agents.
The offer and sales of the Shares made pursuant to the Agreement,
if any, will be made under the Company’s effective “shelf”
registration statement on Form S-3 (File No. 333-267479)
filed with the U.S. Securities and Exchange Commission (the “SEC”)
on September 16, 2022, as amended, and declared effective by
the SEC on October 14, 2022, the base prospectus contained
therein, and a prospectus supplement related to the offering of the
Shares dated December 22, 2022.
Under the terms of the Agreement, the Agents may sell the Shares at
market prices by any method that is deemed to be an “at the market
offering” as defined in Rule 415 under the Securities Act of
1933, as amended.
Subject to the terms and conditions of the Agreement, the Agents
will use their commercially reasonable efforts to sell the Shares
from time to time, based upon the Company’s instructions. The
Company has no obligation to sell any of the Shares, and may at any
time suspend sales under the Agreement or terminate the Agreement
in accordance with its terms. The Company has provided the Agents
with customary indemnification rights, and the Agents will be
entitled to a fixed commission of up to 3.0% of the aggregate gross
proceeds from the Shares sold. The Agreement contains customary
representations and warranties, and the Company is required to
deliver customary closing documents and certificates in connection
with sales of the Shares. The Company has agreed to reimburse the
Agents for the fees and disbursements of its counsel, payable upon
execution of the Agreement, in an amount not to exceed $75,000 in
connection with the establishment of this at-the-market offering
program.
The legal opinion of Fasken Martineau DuMoulin LLP, counsel to the
Company, relating to the Shares is filed as Exhibit 5.1
hereto.
The foregoing description of the Agreement is not complete and is
qualified in its entirety by reference to the full text of such
agreement, a copy of which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and incorporated herein by
reference. Certain information relating to Part II, Item
14 of the above referenced registration statement under the heading
“Other Expenses of Issuance and Distribution” with respect to the
sale of the Shares under the Agreement is being filed as
Exhibit 99.1 to this Current Report on Form 8-K to be
incorporated by reference into such registration statement.
This Current Report on Form 8-K shall not constitute an offer
to sell or the solicitation of any offer to buy the Shares, nor
shall there be an offer, solicitation or sale of the Shares in any
state in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of
such state.
| Item 9.01. |
Financial Statements and Exhibits. |
The following exhibits are being filed herewith:
(d) Exhibits.
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:
December 22, 2022 |
By: |
/s/
Craig Shesky |
| |
Name: |
Craig Shesky |
| |
Title: |
Chief
Financial Officer |
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