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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):
November 9, 2026
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.) |
1111 West Hastings Street, 15th Floor
Vancouver, British Columbia
(Address of principal executive
offices) |
|
V6E 2J3
(Zip Code) |
Registrant’s telephone number, including
area code: (888) 458-3420
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 |
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 ¨
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 7.01. |
Regulation FD Disclosure. |
On November 3, 2026, The Metals
Company USA LLC (“TMC USA”), a subsidiary of the Company, received a letter from the National Oceanic and Atmospheric Administration
(“NOAA”) stating that NOAA expects to notify TMC USA by mid-December 2026 of its final determination on certification of TMC
USA’s consolidated application for an exploration license and a commercial recovery permit under the Deep Seabed Hard Mineral Resources
Act (“DSHMRA”).
The information in this Item
7.01 of this Current Report on Form 8-K 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. This Current Report on Form 8-K contains forward-looking statements, including
statements regarding the expected timing of NOAA’s determination on certification of TMC USA’s consolidated application. These
statements involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these
statements. DSHMRA does not impose a mandatory deadline for NOAA’s determination, the timing described above is an estimate and
may change, and certification is an intermediate step in NOAA’s review that does not constitute approval or issuance of any license
or permit. Additional factors are described in the Company’s Annual Report on Form 10-K for the year ended December 31,
2025 and its subsequent Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission. The Company undertakes
no obligation to update any forward-looking statement, except as required by law.
| |
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit
No. |
Description |
| 104 |
Cover Page Interactive Data
File (embedded within the Inline XBRL document) |
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: November 9, 2026 |
By: |
/s/ Craig Shesky |
| |
Name: |
Craig Shesky |
| |
Title: |
Chief Financial Officer |