Item
2.01. Completion of Acquisition or Disposition of Assets.
The
disclosure set forth in the “Introductory Note” above is incorporated into this Item 2.01 by reference.
As
previously reported, at an extraordinary general meeting of shareholders held on September 3, 2021 (the “extraordinary general
meeting”), SOAC’s shareholders approved the Business Combination. The Business Combination was completed on September
9, 2021.
As
of the Closing Date and following the consummation of the Business Combination, the Company had the following outstanding securities:
|
●
|
approximately
224,385,324 TMC Common Shares;
|
|
●
|
warrants
to purchase approximately 24,500,000 TMC Common Shares, each exercisable beginning on October
9, 2021 at a price of $11.50 per share (the “Warrants”), including approximately
15,000,000 Public Warrants and 9,500,000 private placement warrants issued in connection
with SOAC’s initial public offering;
|
|
●
|
options
to purchase an aggregate of approximately 25,287,670 shares of TMC Common Shares and 14,896,783
TMC Special Shares convertible into an aggregate of 14,896,783 TMC Common Shares if the TMC
Common Share applicable price thresholds are exceeded following the closing of the Business
Combination at a weighted average exercise price of $1.11 per share;
|
|
●
|
an
aggregate of 121,343,181 TMC Special Shares convertible into an aggregate of 121,343,181
TMC Common Shares if the TMC Common Share applicable price thresholds are exceeded following
the closing of the Business Combination; and
|
|
●
|
the
Allseas Warrant, contingent upon the successful completion of the pilot mining test system
(the “PMTS”), exercisable at a price of $0.01 per share for up to 11,578,620
TMC Common Shares depending on the date of successful completion of the PMTS.
|
FORM
10 INFORMATION
Prior
to the Closing Date, the Company was a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) with no operations, formed for the purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with one or more businesses. On the Closing Date and after the consummation
of the Business Combination, the Company became a holding company whose only assets consist of equity interests in DeepGreen.
Cautionary
Note Regarding Forward-Looking Statements
The
Company makes forward-looking statements in this Current Report on Form 8-K and in documents incorporated herein by reference. All statements,
other than statements of present or historical fact included in or incorporated by reference in this Current Report on Form 8-K, regarding
the Company’s future financial performance, as well as the Company’s strategy, future operations, financial position, estimated
revenues, and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this
Current Report on Form 8-K, the words “anticipate,” “believe,” “contemplate,” “continue,”
“could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,”
“possible,” “potential,” “predict,” “project,” “should,” “will,”
“would,” and the negative of such terms and other similar expressions, are intended to identify forward-looking statements,
although not all forward-looking statements contain such identifying words.
These
forward-looking statements are based on information available as of the date of this Current Report on Form 8-K, and on management’s
current expectations, forecasts, assumptions, hopes, beliefs, intentions and strategies regarding future events. The Company cautions
you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and
many of which are beyond the control of the Company, incident to its business. Accordingly, forward-looking statements in this Current
Report on Form 8-K and in any document incorporated herein by reference should not be relied upon as representing the Company’s
views as of any subsequent date, and the Company does not undertake any obligation to update forward-looking statements to reflect events
or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be
required under applicable securities laws.
As
a result of a number of known and unknown risks and uncertainties, the Company’s actual results or performance may be materially
different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ
include:
|
●
|
our
ability to recognize the anticipated benefits of the Business Combination, which may be affected
by, among other things, the commercial and technical feasibility of seafloor polymetallic
nodule collection and processing;
|
|
●
|
the
supply and demand for battery metals and manganese alloys;
|
|
●
|
the
future prices of battery metal and manganese alloys;
|
|
●
|
the
timing and content of International Seabed Authority’s exploitation regulations that
will create the legal and technical framework for exploitation of polymetallic nodules in
the Clarion Clipperton Zone of the Pacific Ocean;
|
|
●
|
government
regulation of deep seabed mining operations and changes in mining laws and regulations;
|
|
●
|
the
risks of developing and deploying equipment for operations to collect polymetallic nodules
at sea and to process such nodules on land;
|
|
●
|
the
timing and amount of estimated future production, costs of production, capital expenditures
and requirements for additional capital;
|
|
●
|
cash
flow provided by operating activities;
|
|
●
|
our
ability to raise financing in the future;
|
|
●
|
unanticipated
reclamation expenses;
|
|
●
|
claims
and limitations on insurance coverage;
|
|
●
|
the
uncertainty in mineral resource estimates;
|
|
●
|
financial
risks posed by the Company’s material weakness in its internal control over financial
reporting;
|
|
●
|
the
uncertainty in geological, hydrological, metallurgical and geotechnical studies and opinions;
|
|
●
|
dependence
on key management personnel and executive officers;
|
|
●
|
our
financial performance;
|
|
●
|
economic
downturns and political and market conditions beyond our control could adversely affect our
business, financial condition and results of operations; and
|
|
●
|
the
impact of the COVID-19 pandemic on our business.
|
These
and other factors that could cause actual results to differ from those implied by the forward-looking statements, which are more fully
described under the heading “Risk Factors” in the Proxy Statement beginning on page 47. The risks described under the heading
“Risk Factors” beginning on page 47 of the Proxy Statement are not exhaustive. New risk factors emerge from time to time
and it is not possible to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the
extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking
statements. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements, which
speak only as of the date hereof. All forward-looking statements are expressly qualified in their entirety by the foregoing cautionary
statements. We undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
Business
The
business of SOAC prior to the Business Combination is described in the Proxy Statement in the section entitled “Information
about SOAC” beginning on page 101 of the Proxy Statement, which is incorporated herein by reference. The business of the Company
is described in the Proxy Statement in the section entitled “Information about DeepGreen” beginning on page 120 of
the Proxy Statement, which is incorporated herein by reference.
Risk
Factors
The
risk factors related to the Company’s business and operations are set forth in the Proxy Statement in the section entitled “Risk
Factors” beginning on page 47 of the Proxy Statement, which is incorporated herein by reference.
Properties
The
properties of SOAC prior to the Business Combination are described in the Proxy Statement in the section entitled “Information
about SOAC – Properties” beginning on page 113 of the Proxy Statement, which is incorporated herein by reference. The
properties of the Company are described in the Proxy Statement in the section entitled “Information about DeepGreen –
Properties” beginning on page 143 of the Proxy Statement, which is incorporated herein by reference.
The
Company does not have a physical office in Vancouver, British Columbia, its directors and executive officers work remotely in various
countries around the world, and the Vancouver, British Columbia address disclosed as its principal executive office has been provided
because it is the Company’s records office required under the BCBCA.
Financial
Statements
The
unaudited condensed financial statements as of June 30, 2021 and for the six months ended June 30, 2021 of DeepGreen have been prepared
in accordance with U.S. generally accepted accounting principles and pursuant to the regulations of the SEC and are attached hereto as
Exhibit 99.2 and are incorporated herein by reference.
These
unaudited condensed financial statements should be read in conjunction with the historical audited financial statements of DeepGreen
as of and for the years ended December 31, 2020 and 2019, and the related notes included in the Proxy Statement beginning on page F-44
of the Proxy Statement, which are incorporated herein by reference.
Unaudited
Pro Forma Condensed Combined Financial Information
The
unaudited pro forma condensed combined financial information of the Company as of June 30, 2021 and for the six months ended June 30,
2021 and for the year ended December 31, 2020 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Management’s
Discussion and Analysis of Financial Condition and Results of Operations
Management’s
discussion and analysis of the financial condition and results of operation of DeepGreen for the six months ended June 30, 2021 is attached
hereto as Exhibit 99.3 and is incorporated herein by reference. Management’s
discussion and analysis of the financial condition and results of operation of DeepGreen for the years ended December 31, 2020 and 2019
is included in the Proxy Statement in the section entitled “DeepGreen’s Management’s
Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 176 of the Proxy Statement, which
is incorporated herein by reference.
Security
Ownership of Certain Beneficial Owners and Management
The
following table sets forth information known to the Company regarding the beneficial ownership of the TMC Common Shares as of the Closing
Date by:
|
●
|
each
person known to the Company to be the beneficial owner of more than 5% of outstanding TMC
Common Shares;
|
|
|
|
|
●
|
each
of the Company’s executive officers and directors; and
|
|
|
|
|
●
|
all
executive officers and directors of the Company as a group.
|
Beneficial
ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security
if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently
exercisable or exercisable within 60 days. TMC Common Shares issuable upon exercise of options and warrants currently exercisable within
60 days are deemed outstanding solely for purposes of calculating the percentage of total ownership and total voting power of the beneficial
owner thereof.
The
beneficial ownership of TMC Common Shares is based on 224,385,324 TMC Common Shares issued and outstanding as of the Closing Date.
Unless
otherwise indicated, the Company believes that each person named in the table below has sole voting and investment power with respect
to all shares of the TMC Common Shares beneficially owned by them. Unless otherwise indicated, the business address of each of the following
entities or individuals is c/o TMC the metals company Inc., 595 Howe Street, 10th Floor,
Vancouver, British Columbia, Canada V6C 2T5.
Name and Address of Beneficial Owner
|
|
Number of TMC
Common Shares(1)
|
|
|
Percentage of Shares
Beneficially Owned (%)
|
|
Directors and Executive Officers:
|
|
|
|
|
|
|
Gerard Barron(2)
|
|
|
13,978,180
|
|
|
|
6.2
|
%
|
Anthony O’Sullivan(3)
|
|
|
575,110
|
|
|
|
*
|
|
Erika Ilves(4)
|
|
|
247,781
|
|
|
|
*
|
|
Craig Shesky(5)
|
|
|
308,762
|
|
|
|
*
|
|
Dr. Gregory Stone(6)
|
|
|
33,076
|
|
|
|
*
|
|
Gina Stryker
|
|
|
—
|
|
|
|
—
|
|
Christian Madsbjerg(7)
|
|
|
—
|
|
|
|
—
|
|
Andrew Hall
|
|
|
—
|
|
|
|
—
|
|
Scott Leonard(8)
|
|
|
6,669,000
|
|
|
|
3.0
|
%
|
Sheila Khama
|
|
|
—
|
|
|
|
—
|
|
Andrei Karkar(9)
|
|
|
39,621,909
|
|
|
|
17.7
|
%
|
Amelia Kinahoi Siamomua
|
|
|
—
|
|
|
|
—
|
|
All Directors and Executive Officers of the Company as a Group (12 Individuals)(10)
|
|
|
62,174,818
|
|
|
|
27.7
|
%
|
Five Percent Holders:
|
|
|
|
|
|
|
|
|
ERAS Capital(11)
|
|
|
39,621,909
|
|
|
|
17.7
|
%
|
Maersk Supply Service A/S(12)
|
|
|
20,820,816
|
|
|
|
9.3
|
%
|
Allseas Group S.A.(13)
|
|
|
14,151,648
|
|
|
|
6.3
|
%
|
|
*
|
Indicates
beneficial ownership of less than 1%.
|
|
(1)
|
Excludes
TMC Special Shares.
|
|
(2)
|
Consists
of 13,978,180 TMC Common Shares. Does not include 6,353,378 TMC Common Shares underlying options that are not exercisable within 60 days
of September 9, 2021 held by Mr. Barron.
|
|
(3)
|
Consists
of 575,110 TMC Common Shares held by The O’Sullivan Family Trust No. 1. Does not include 1,696,931 TMC Common Shares underlying
options that are not exercisable within 60 days of September 9, 2021 held by Mr. O’Sullivan. Anthony O’Sullivan is the sole
director of JOZEM Pty Ltd. which is the trustee of The O’Sullivan Family Trust No. 1.
|
|
(4)
|
Consists
of (i) 217,099 TMC Common Shares held by Ms. Ilves and 30,682 TMC Common Shares held of record by Ms. Ilves’ children. Does not
include 2,373,336 TMC Common Shares underlying options that are not exercisable within 60 days of September 9, 2021 held by Ms. Ilves.
|
|
(5)
|
Consists
of 308,762 TMC Common Shares. Does not include 658,065 TMC Common Shares underlying options that are not exercisable within 60 days of
September 9, 2021 held by Mr. Shesky.
|
|
(6)
|
Consists
of 33,076 TMC Common Shares. Does not include 1,829,243 TMC Common Shares underlying options that are not exercisable within 60 days
of September 9, 2021 held by Dr. Stone.
|
|
(7)
|
Does
not include 716,916 TMC Common Shares underlying options that are not exercisable within 60 days of September 9, 2021 held by Mr. Madsbjerg.
|
|
(8)
|
Consists
of 6,669,000 TMC Common Shares held by Sustainable Opportunities Holdings LLC, of which Scott Leonard is one of the managers and shares
voting and dispositive power over the securities held by Sustainable Opportunities Holdings LLC and therefore Mr. Leonard may be deemed
to be a beneficial owner thereof.
|
|
(9)
|
Consists
of 39,621,909 TMC Common Shares held by ERAS Capital LLC (“ERAS”). Does not include 769,020 TMC Common Shares underlying
options that are not exercisable within 60 days of September 9, 2021 held by Mr. Karkar. Mr. Karkar has voting and dispositive control
over the securities held by ERAS and therefore Mr. Karkar may be deemed to have beneficial ownership of the shares held by ERAS.
|
|
(10)
|
See
footnotes 2 through 9.
|
|
(11)
|
The
address of ERAS is 323 Marina Boulevard, San Francisco, California 94123. Andrei Karkar has voting and dispositive control over the securities
held by ERAS and therefore Mr. Karkar may be deemed to have beneficial ownership of the shares held by ERAS.
|
|
(12)
|
The
address of Maersk Supply Service A/S is Esplanaden 50 Copenhagen K, DK-1098 Denmark. Maersk Supply Service A/S is a subsidiary of AP
Moller-Maersk A/S.
|
|
(13)
|
The address of Allseas Group S.A. is 18 Route de Pra de Plan, Case Postale, 411 1618 Chatel-Saint-Denis, Switzerland.
|
Directors
and Executive Officers
Information
with respect to the Company’s directors and executive officers after the Business Combination is set forth in the Proxy Statement
in the sections entitled “Management of TMC Following the Business Combination” beginning on page 191 and “Executive
and Director Compensation of DeepGreen” beginning on page 171 of the Proxy Statement, which are incorporated herein by reference.
Directors
Effective
as of the Closing Date, and in connection with the closing of the Business Combination, the size of the Board was increased from five
to eight members. Each of Scott Honour, Rick Gaenzle, Isaac Barchas and Justin Kelly resigned as directors of SOAC effective as of the
Closing Date. Effective as of the Closing Date, Gerard Barron, Christian Madsbjerg, Andrew Hall, Sheila Khama, Amelia Kinahoi Siamomua,
Gina Stryker and Andrei Karkar were elected to serve as directors on the Board, with Scott Leonard elected and continuing to serve on
the Board. Biographical information for these individuals is set forth in the Proxy Statement in the section entitled “Management
of TMC Following the Business Combination” beginning on page 191 of the Proxy Statement, which is incorporated herein
by reference.
Eric
Branderiz and Riva Krut each decided for personal reasons to not serve as directors of the Company following the Business Combination
and were replaced by Gina Stryker and Amelia Siamomua, respectively, as directors of the Company. Ms. Krut will act as a senior advisor
to the Company’s Sustainability and Innovation Committee (as defined below) of the board of directors of TMC.
Biographical
information for Ms. Stryker and Ms. Siamomua is set forth below.
Ms.
Siamomua has over 35 years of experience as a development economist and an international civil servant with a strong focus on gender
equality and sustainability issues. Since March 2021, Ms. Siamomua has been an independent consultant on gender and social inclusion
for the Government of Nauru. From June 2015 until February 2021, Ms. Siamomua served as Head of Gender, Economic, Youth & Sustainable
Development Directorate of the Commonwealth Secretariat based in London, United Kingdom, where she represented the Secretary General
at the United Nations (“UN”) High-level Group on Women’s Access to Justice and the UN Commission on the Status
of Women. Between 2012 and 2014, Ms. Siamomua held a position as Inter-Regional Advisor (Small Island Developing States) within the Division
for Sustainable Development at the UN Department of Economic and Social Affairs, where she analyzed best practices on sustainable development
and provided policy advice to governments and relevant stakeholders in developing countries. Prior to that, Ms. Siamomua served as senior
advisor in Papua New Guinea from 2010-2012 and as project coordinator in Fiji from 2008-2009 as part of the UN Development Programme.
Ms. Siamomua has earned a B.A. in Economics and Politics and an MBA from the University of the South Pacific. Ms. Siamomua’s qualifications
to serve on the board of directors of TMC include her sustainable development expertise and her extensive knowledge of economic and social
policies of developing countries.
Ms.
Stryker has 20 years of tax experience in corporate settings as well as 14 years of senior management experience. Since May 2020, Ms.
Stryker has served as General Counsel and Corporate Secretary of SOAC. Since August 2019, Ms. Stryker has also been a part of 3920 Partners
LLC, a company focused on sustainable investment, where she now serves as Partner. From July 2018 to January 2019, Ms. Stryker served
as Senior Advisor to EVP Restructuring at GenOn Energy, Inc. (“GenOn”), where she led tax and business strategy engagement
as GenOn prepared to emerge from Chapter 11. Prior to July 2018, Ms. Stryker managed a family office. Ms. Stryker has earned a B.S. in
Applied Science from Youngstown State University, a J.D. from University of Pittsburgh, an LLM from New York University and an MBA from
Rice University. Ms. Stryker’s qualifications to serve on the board of directors of TMC include her prior experience advising on
tax and business strategy in the energy industry.
Independence
of Directors
Nasdaq
rules generally require that independent directors must comprise a majority of a listed company’s board of directors. Based upon
information requested from and provided by each director concerning his or her background, employment and affiliations, including family
relationships, the Board has determined that Andrew Hall, Scott Leonard, Gina Stryker, Sheila Khama, Christian Madsbjerg, Amelia Kinahoi
Siamomua and Andrei Karkar, representing seven (7) of the Company’s eight (8) directors, are “independent” as that
term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of the Nasdaq. Andrew Hall
shall serve as the Lead Independent Director of the Board. Additional information with respect to the independence of the Company’s
directors is set forth in the Proxy Statement in the section entitled “Management of TMC
Following the Business Combination” beginning on page 191 of the Proxy Statement, which is incorporated herein by reference.
Committees
of the Board of Directors
Effective
as of the Closing Date, the standing committees of the Board consist of an audit committee (the “Audit Committee”),
a compensation committee (the “Compensation Committee”), a nominating and corporate governance committee (the “Nominating
and Corporate Governance Committee”) and a sustainability and innovation committee (the “Sustainability and Innovation
Committee”). Each of the committees reports to the Board.
Effective
as of the Closing Date, the Board appointed Scott Leonard, Andrew Hall and Gina Stryker to serve on the Audit Committee, with Scott Leonard
as chair of the Audit Committee. Scott Leonard is an “audit committee financial expert” as defined by the SEC. The Board
appointed Sheila Khama, Gina Stryker and Andrei Karkar to serve on the Compensation Committee, with Andrei Karkar as chair of the Compensation
Committee. The Board appointed Christian Madsbjerg, Sheila Khama and Andrei Karkar to serve on the Nominating and Corporate Governance
Committee, with Christian Madsbjerg as chair of the Nominating and Corporate Governance Committee. The Board appointed Sheila Khama,
Christian Madsbjerg and Amelia Kinahoi Siamomua to serve on the Sustainability and Innovation Committee, with Sheila Khama as chair of
the Sustainability and Innovation Committee.
The
purpose of the Sustainability and Innovation Committee is to assist the Board in discharging its responsibilities relating to oversight
of the Company’s policies, programs, performance and related risks and opportunities that concern key sustainability and innovation
matters, including issues of significance to the Company and its stakeholders that may affect its business, strategy, operations, performance,
or reputation.
The
Board adopted a written charter for the Sustainability and Innovation Committee, which is available on the Company’s website.
Additional
information with respect to the committees of the Board is set forth in the Proxy Statement in the section entitled “Management
of TMC Following the Business Combination—Board Committees” beginning on page 195 of the Proxy Statement, which
is incorporated herein by reference.
Executive
Officers
Effective
as of the Closing Date, in connection with the Business Combination, the Board appointed Gerard Barron to serve as Chief Executive Officer,
Anthony O’Sullivan to serve as Chief Development Officer, Erika Ilves to serve as Head of Strategy and Business Development, Craig
Shesky to serve as Chief Financial Officer, and Dr. Gregory Stone to serve as Chief Ocean Scientist. Each of Scott Leonard and David
Quiram resigned as Chief Executive Officer and Chief Financial Officer, respectively, effective as of the Closing Date. Biographical
information for the Company’s executive officers is set forth in the Proxy Statement in the section entitled “Management
of TMC Following the Business Combination” beginning on page 191 of the Proxy Statement, which is incorporated herein
by reference.
Director
Compensation
Information
with respect to the compensation of the Company’s directors is set forth in the Proxy Statement in the sections entitled “Executive
and Director Compensation of DeepGreen – Post-Business Combination TMC Executive Officer and Director Compensation”
beginning on page 175 of the Proxy Statement, which is incorporated herein by reference.
On
September 9, 2021, the Company adopted a non-employee director compensation policy. Pursuant to the policy, the annual cash retainer
for non-employee directors is $90,000. Annual cash retainers for committee membership are as follows:
Position
|
|
Retainer
|
|
Lead director
|
|
$
|
30,000
|
|
Audit Committee chairperson
|
|
$
|
22,500
|
|
Audit Committee member
|
|
$
|
7,500
|
|
Compensation Committee chairperson
|
|
$
|
15,000
|
|
Compensation Committee member
|
|
$
|
5,000
|
|
Nominating and Corporate Governance Committee chairperson
|
|
$
|
15,000
|
|
Nominating and Corporate Governance Committee member
|
|
$
|
5,000
|
|
Sustainability and Innovation Committee chairperson
|
|
$
|
15,000
|
|
Sustainability and Innovation Committee member
|
|
$
|
5,000
|
|
These
fees are payable in arrears in quarterly installments as soon as practicable following the last business day of each fiscal quarter, provided
that the amount of such payment will be prorated for any portion of such quarter that a director is not serving on the Board, on such
committee or in such position. Non-employee directors are also reimbursed for reasonable out-of-pocket business expenses incurred in connection
with attending meetings of the Board and any committee of the Board on which they serve and in connection with other business related
to the Board. Directors may also be reimbursed for reasonable out-of-pocket business expenses in accordance with the Company’s travel
and other expense policies, as may be in effect from time to time.
In
addition, the Company grants to new non-employee directors upon their initial election to the Board a number of restricted stock units
(“RSUs”) (each RSU relating to one share of TMC Common Shares), having an aggregate fair market value equal to $100,000,
determined by dividing (A) $100,000 by (B) the closing price of the TMC Common Shares on the Nasdaq on the date of the grant (rounded
down to the nearest whole share), on the first business day after the date that the non-employee director is first appointed or elected
to the Board. Each of these grants shall vest in equal annual installments over three years from the date of the grant, subject to the
non-employee director’s continued service as a director on the applicable vesting dates.
The
foregoing description of the nonemployee director compensation policy is not complete and is subject to and qualified in its entirety
by reference to the nonemployee director compensation policy, a copy of which is attached hereto as Exhibit 10.19 and is incorporated
herein by reference.
Executive Compensation
Information
with respect to the compensation of the Company’s executive officers is set forth in the Proxy Statement in the section entitled
“Executive and Director Compensation of DeepGreen” beginning on page 120 of the Proxy Statement, which is incorporated
herein by reference.
The
foregoing description of the compensation of the Company’s executive officers is qualified in its entirety by the full text of the
employment agreement with Gerard Barron; the employment agreement with Anthony O’Sullivan; and the employment agreement with Erika
Ilves; copies of which are attached hereto as Exhibits 10.20, 10.21 and 10.22, respectively, and are incorporated herein by reference.
2021 Incentive Equity Plan
At
the extraordinary general meeting, the SOAC shareholders approved the
TMC the metals company Inc. 2021 Incentive Equity Plan (the “2021
Plan”). The description of the 2021 Plan is set forth in the Proxy Statement section entitled “Proposal No. 6 –
Incentive Equity Plan Proposal” beginning on page 244 of the Proxy Statement, which is incorporated herein by reference. A copy
of the full text of the 2021 Plan is filed as Exhibit 10.23.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Following the consummation of the Business Combination, the Company expects that the Board or the Compensation Committee will make grants
of awards under the 2021 Plan to eligible participants.
DeepGreen Metals Inc. Stock Option Plan
As
a consequence of the Business Combination, the Company adopted and assumed the DeepGreen
Metals Inc. Stock Option Plan, as amended (the “DeepGreen Plan”), and each option to purchase DeepGreen Common
Shares, whether vested or unvested, that was outstanding immediately prior to the Effective Time was assumed by the Company and became
an option (vested or unvested, as applicable) to purchase a number of TMC Common Shares equal to the number of DeepGreen Common Shares
subject to such option immediately prior to the Effective Time multiplied by the Per Share Consideration, rounded down to the nearest
whole number of shares, at an exercise price per share equal to the exercise price per share of such option immediately prior to the Effective
Time divided by the Per Share Consideration, rounded up to the nearest whole cent. No further awards will be granted out of the DeepGreen
Plan. The description of the DeepGreen Plan is set forth in the Proxy Statement section entitled “Executive and Director Compensation
of DeepGreen–Stock Option Plan and Stock Option Awards” beginning on page 174 of the Proxy Statement, which is incorporated
herein by reference.
Certain Relationships
and Related Person Transactions and Director Independence
Certain
relationships and related person transactions of the Company are described in the Proxy Statement in the section entitled “Certain
Relationships and Related Person Transactions” beginning on page 202 of the Proxy Statement, which is incorporated herein by
reference. The disclosure regarding director independence set forth in the Proxy Statement in the section entitled “Management
of TMC Following the Business Combination – Independence of the Board of Directors” beginning on page 197 of the Proxy
Statement is incorporated herein by reference.
Legal Proceedings
Reference is made to the
disclosure regarding legal proceedings in the section of the Proxy Statement entitled “Information About SOAC—Legal Proceedings”
beginning on page 112 of the Proxy Statement, which is incorporated herein by reference, and “Information About DeepGreen
—Legal Proceedings” beginning on page 143 of the Proxy Statement, which is incorporated herein by reference.
Market Price of and Dividends on the Registrant’s
Common Equity and Related Stockholder Matters
Market Information
and Holders
The
Company’s Class A ordinary shares, Public Warrants and units (“SOAC Units”) (each SOAC Unit consisting of one
share of SOAC’s Class A ordinary shares and one-half of one Public Warrant) were historically quoted on the NYSE under the symbols
“SOAC,” “SOAC WS” and “SOAC.U,” respectively. At the Closing Date, and following the consummation
of the Business Combination, the SOAC Units automatically separated into the component securities and, as a result, no longer trade as
a separate security. On September 10, 2021, the TMC Common Shares and Public Warrants began trading on the Nasdaq under the new trading
symbols “TMC” and “TMCWW,” respectively.
As of
the Closing Date, and following the consummation of the Business Combination, the Company had approximately 224,385,324 TMC Common Shares
issued and outstanding held of record by 197 holders, approximately 15,000,000 Public Warrants held of record by one holder and 9,500,000
private placement warrants issued in connection with SOAC’s initial public offering held of record by one holder, each exercisable
for one TMC Common Share at a price of $11.50 per share beginning on October 9, 2021.
Dividends
The
Company has not paid any cash dividends on its common shares to date. The Company may retain future earnings, if any, for future operations,
expansion and debt repayment and has no current plans to pay cash dividends for the foreseeable future. Any decision to declare and pay
dividends in the future will be made at the discretion of the Board and will depend on, among other things, the Company’s results
of operations, financial condition, cash requirements, contractual restrictions and other factors that the Board may deem relevant. In
addition, the Company’s ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness
the Company or its subsidiaries incur. The Company does not anticipate declaring any cash dividends to holders of its common shares in
the foreseeable future.
Recent Sales of Unregistered Securities
Reference is made to the
disclosure set forth below under Item 3.02 of this Current Report on Form 8-K concerning the issuance and sale by the Company of certain
unregistered securities, which is incorporated herein by reference.
Description of Registrant’s Securities
to Be Registered
The description of the Company’s
securities is set forth in the Proxy Statement in the section entitled “Description of TMC Securities” beginning on
page 265 of the Proxy Statement, which is incorporated herein by reference.
Indemnification of Directors and Officers
The
disclosure set forth in Item 1.01 of this Current Report on Form 8-K under the section entitled “Indemnity Agreements”
is incorporated by reference into this Item 2.01.