false
0001798562
TMC the metals Co Inc.
00-0000000
0001798562
2026-04-28
2026-04-28
0001798562
TMC:TMCCommonShareswithoutparvalueMember
2026-04-28
2026-04-28
0001798562
TMC:RedeemablewarrantseachwholewarrantTMCCommonShareeachatanexercisepriceofdollar1150pershareMember
2026-04-28
2026-04-28
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):
April 28, 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 |
| 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 7.01. |
Regulation
FD Disclosure. |
On May 1, 2026, the Company issued a press release announcing that the National Oceanic and Atmospheric Administration has determined
that the consolidated application submitted by the Company’s subsidiary, The Metals Company USA LLC, for an exploration license
and commercial recovery permit under the Deep Seabed Hard Mineral Resources Act (the “Act”) is in full compliance with the
requirements of the Act and its implementing regulations. The press release is furnished with this Current Report on Form 8-K as Exhibit
99.1 and incorporated into this Item 7.01 by reference.
The information in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) 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 this Current Report on Form 8-K (including Exhibit 99.1), this Current Report on Form 8-K
(including Exhibit 99.1) contains 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 furnished
as Exhibit 99.1 to this Current Report on Form 8-K regarding these forward-looking statements.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description |
| 99.1 |
Press Release dated May 1, 2026 |
| 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: May 1, 2026 |
By: |
/s/ Craig Shesky |
| |
Name: |
Craig Shesky |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
NOAA Determines
TMC USA’s Consolidated Deep-Seabed Mining Application is in Full Compliance
| · | Full
compliance represents a key milestone in the regulatory approval process for TMC USA’s
consolidated exploration and commercial recovery application |
| · | TMC
USA’s consolidated application submitted earlier this year covers areas previously
applied for in April 2025 and increases the commercial recovery area from ~25,000 to ~65,000
km2, with an estimated resource of 619 million tonnes (Mt) of wet nodules and
potential exploration upside of an additional 200 Mt |
| · | NOAA’s
updated regulatory framework allows applicants with exploration-phase data to submit a consolidated
application for both an exploration license and commercial recovery permit, supporting a
more efficient permitting timeline |
| · | Determination
of full compliance represents another step along the path of regulatory milestones that the
Company expects will result in a permit before the end of Q1 2027 |
NEW YORK, May 1, 2026 (GLOBE NEWSWIRE)
-- TMC the metals company Inc. (Nasdaq: TMC) (“TMC” or the “Company”), a leading developer of the world’s
largest resource of critical metals essential to energy, defense, manufacturing and infrastructure, today announced that the National
Oceanic and Atmospheric Administration (NOAA) has determined that the consolidated application submitted by the Company’s subsidiary,
The Metals Company USA LLC (“TMC USA”), for an exploration license and commercial recovery permit under the Deep Seabed Hard
Mineral Resources Act (DSHMRA) is in full compliance with the requirements of the Act and its implementing regulations.
The determination of full compliance
follows the determination of substantial compliance in March and represents another key step in a steady, transparent cadence of expected
regulatory milestones:
| · | The consolidated application now moves into the certification stage of the
review process and will be posted to the Federal Register |
| · | Following certification, a draft Environmental Impact Statement (EIS) for
TMC USA’s project will be published for public comment |
| · | Following the public comment period, the EIS will be finalized and NOAA will
make a final determination on whether to issue the licence and permit |
| · | TMC USA expects the process will conclude before the end of Q1 2027 |
Earlier this year, TMC USA submitted a
consolidated application for an exploration license and a commercial recovery permit for polymetallic nodules in international waters
of the Clarion Clipperton Zone (CCZ) in the Pacific Ocean. The application was filed under NOAA’s new consolidated application
and review process and represents the first submission of its kind. It covers a ~65,000 km2 exploration and commercial
recovery area in the CCZ, compared to a commercial recovery area of ~25,000 km2 in TMC USA’s initial commercial
recovery permit application from April 2025.
Gerard Barron, Chairman and CEO of The
Metals Company, said: “This determination marks an important step forward in NOAA’s transparent, rules-based process, and
brings us ever closer to providing the U.S. with a new, abundant and lower-impact source of critical metals. It reflects the sheer scale
of scientific, environmental and engineering effort and expertise that have been brought to bear on this project over the last 15 years,
which provides us with sufficient information to move efficiently and responsibly into commercial operations under NOAA’s oversight.”
The consolidated application process
provides a more efficient regulatory timeline by allowing exploration-phase environmental, geological and engineering data to be incorporated
directly into the commercial recovery review process.
TMC USA’s application is informed
by more than a decade of environmental baseline studies, scientific research and offshore engineering conducted
by the Company and its partners, building one of the most comprehensive datasets ever assembled on polymetallic nodules and their surrounding
ecosystems.
NOAA has played a central role in advancing
scientific understanding of deep seabed mining impacts since the 1970s, including conducting environmental research cruises in the Clarion
Clipperton Zone, monitoring early nodule collection trials and publishing a Programmatic Environmental Impact Statement covering the
area that included the CCZ in 1981. The agency issued implementing regulations under DSHMRA for exploration licenses in 1981 and commercial
recovery permits in 1989 and has maintained an active licensing program since that time.
About The Metals Company
The Metals Company is a developer of
lower-impact critical metals from seafloor polymetallic nodules, on a dual mission: (1) supply metals for energy, defense, manufacturing
and infrastructure with net positive impacts compared to conventional production routes and (2) trace, recover and recycle the metals
we supply to help create a metal commons that can be used in perpetuity. The Company has conducted more than a decade of research into
the environmental and social impacts of offshore nodule collection and onshore processing. More information is available at www.metals.co.
Contacts
Media | media@metals.co
Investors | investors@metals.co
Forward-Looking Statements
This press release contains forward-looking
statements and information within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified
by words such as believes, could, expects, may, plans, possible, potential, will and variations of these words or similar expressions,
although not all forward-looking statements contain these words. Forward-looking statements in this press release include, but are not
limited to, statements with respect to the Company’s strategy to pursue commercial recovery of seafloor polymetallic nodules under
the U.S. regulatory regime; the implications of NOAA’s determination that TMC USA’s consolidated application is in full compliance
with the requirements of DSHMRA and its implementing regulations; the anticipated certification, public notice, public comment, environmental
review and final determination process for the consolidated application submitted under NOAA’s regulations under DSHMRA; the Company’s
expectation that the process will conclude before the end of Q1 2027; the anticipated scope, timing and outcome of NOAA’s review
of the consolidated application; the expected initial operations of the Company in the event the consolidated application is approved;
the size of the exploration and commercial recovery area covered by the consolidated application and the estimated resource potential
within that area; the expected biological communities and near-bottom sediment plume dynamics in the mining sites; the results of the
PFS, including project economics, capital and operating cost projections, expected production volumes, recoveries and grades; and the
anticipated commercial development upon approval of the consolidated application. The Company may not actually achieve the plans, intentions
or expectations disclosed in these forward-looking statements, and you should not place undue reliance on these forward-looking statements.
Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements
as a result of various factors, including, among other things, NOAA’s review of the consolidated application and any determinations
made during that review, including with respect to the scope of any exploration license or commercial recovery permit that may ultimately
be granted; the outcome and timing of regulatory reviews by NOAA under the Deep Seabed Hard Mineral Resources Act of 1980 and the regulations
promulgated thereunder; the ability to obtain an exploitation contract from the International Seabed Authority or permits from the U.S.
government; risks related to the Company’s dual path permitting strategy; changes in environmental, mining and other applicable
laws and regulations; the development, testing and scaling of offshore collection systems; risks related to strategic partnerships and
technology sharing; uncertainties relating to processing nodules at commercial scale; the outcome of any pending or future litigation;
and other risks and uncertainties described in greater detail in the section entitled Risk Factors in the Company’s Annual Report
on Form 10-K for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission on March 31, 2026. Any forward-looking
statements contained in this press release speak only as of the date hereof, and the Company expressly disclaims any obligation to update
any forward-looking statements contained herein, whether because of new information, future events, changed circumstances or otherwise,
except as required by law.
