Amended Statement of Beneficial Ownership (sc 13d/a)
April 01 2022 - 5:14PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
(Amendment
No. 3)
Under the Securities Exchange Act of 1934
The
Metals Company Inc |
(Name
of Issuer) |
Common
shares |
(Title
of Class of Securities) |
Andrei
Karkar
323
Marina Blvd
San
Francisco, CA 94123
(415)
567 0509 |
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
|
April
1, 2022 |
(Date
of Event which Requires Filing of this Statement) |
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b)
for other parties to whom copies are to be sent.
| * | The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page. |
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
Page
2
SCHEDULE
13D
1 |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Andrei
Karkar |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ☐
(b) ☒ |
3 |
SEC
USE ONLY |
|
4 |
SOURCE
OF FUNDS (See Instructions) |
PF |
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
USA |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER |
47,771,337
* |
8 |
SHARED
VOTING POWER |
0 |
9 |
SOLE
DISPOSITIVE POWER |
47,771,337* |
10 |
SHARED
DISPOSITIVE POWER |
0 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
47,771,337* |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
20.9%
** |
14 |
TYPE
OF REPORTING PERSON (See Instructions) |
IN |
| * | This
number consists of 45,705,976 common shares and 1,414,716 common shares warrants owned by Eras Capital LLC; plus 8,032 common shares
and 642,613 common shares options owned directly by the Reporting Person. The Reporting Person is the managing member of Eras Capital
LLC and shares voting and dispositive power over and may be deemed to beneficially own such securities held by Eras Capital LLC. The
Reporting Person disclaims beneficial ownership over any securities owned by Eras Capital LLC other than to the extent of any pecuniary
interest he may have therein. |
| ** | Calculated
based on 226,780,843 Common Shares issued and outstanding as of April 1, 2022. |
Page
3
Item
1. Security and Issuer
Common
stock of TMC “the metals company”
595
Howe Street, 10th floor
Vancouver,
British Columbia, Canada V6C 2T5
Item
2. Identity and Background
San
Francisco, CA 94123
|
(c) |
Management
of own investments |
Item
3. Source and Amount of Funds or Other Considerations
Using
its own funds, on 3/30/2022 Eras Capital LLC bought in the public markets 460,000 common shares at an average price of $2.205246/share.
In addition, using its own funds, on 3/31/2022 Eras Capital LLC bought 1,625,000 common shares at an average price of $2.464958/share.
Item
4. Purpose of Transaction
The
purchases were for investment purposes.
Item
5. Interest in Securities of the Issuer
|
(a) |
39,621,909
common shares (17.3% of the total TMC shares) were received by Eras Capital LLC on 9/9/2021 as result of the merger of Sustainable
Opportunities Acquisition Corp. and DeepGreen Metals Inc. Eras Capital LLC bought 2,250,110 common shares (1.0% of the total) on
9/30/2021. Eras Capital LLC bought 748,957 common shares (.3% of the total) on 12/24/2021. Eras Capital LLC bought 1,414,716 common
shares underlying warrants (.6% of the total) on 12/24/2021. Eras Capital LLC also bought 1,000,000 common shares on 12/31/21 (.4%
of the total). In addition, the Reporting Person received 8,032 common shares (.0% of the total), and 642,613 common shares underlying
options (.3% of the total), exercisable within 60 days of 4/1/2022. On 3/30/2022, Eras Capital LLC bought 460,000 shares (.2% of
the total TMC shares). On 3/31/2022 Eras Capital LLC bought 1,625,000 common shares (.7% of the total TMC shares). |
Page
4
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The
Reporting Person also holds 126,407 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.
Item
7. Material to Be Filed as Exhibits
None
Page
5
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
4/1/2022 |
|
Dated |
|
|
|
/s/
Andrei Karkar |
|
Signature |
|
|
|
Andrei
Karkar/CEO |
|
Name/Title |
|
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person),
evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however,
that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and
any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
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