Current Report Filing (8-k)
March 29 2022 - 4:43PM
Edgar (US Regulatory)
0001798562
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TMC the metals Co Inc.
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0001798562
2022-03-24
2022-03-24
0001798562
TMC:TMCCommonShareswithoutparvalueMember
2022-03-24
2022-03-24
0001798562
TMC:RedeemablewarrantseachwholewarrantexercisableforoneTMCCommonShareeachatanexercisepriceofdollar1150pershareMember
2022-03-24
2022-03-24
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 24, 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 2.02. | Results of Operations and Financial Condition. |
On March 24, 2022, TMC
the metals company Inc. (the “Company”) issued a press release announcing its results for the fourth quarter and full year
ended December 31, 2021 and providing a business update. A copy of the press release is furnished as Exhibit 99.1 hereto. In
addition, the Company held a conference call to discuss these results and the business update on March 24, 2022. The transcript of, and
the accompanying investor presentation slides for, the Company's Chief Financial Officer's presentation of financial results during the
conference call are furnished as Exhibit 99.2 and Exhibit 99.3 hereto, respectively.
The information in this Current Report on Form
8-K (including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3) shall not be deemed to be “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as expressly set forth by specific reference in such a filing.
Cautionary Note Regarding
Forward-Looking Statements. Except for historical information contained in the press release, transcript and the investor presentation,
each attached as an exhibit hereto, the press release, transcript and the investor presentation contain forward-looking statements which
involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these
statements. Please refer to the cautionary note in the press release, transcript and the investor presentation regarding these forward-looking
statements.
| Item 9.01. | Financial Statements and 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: March 29, 2022 |
By: |
/s/ Gerard Barron |
|
Name: Gerard Barron |
|
Title: Chief Executive Officer |
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