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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):
March 6, 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
March 9, 2026, the Company issued a press release announcing that the National Oceanic and Atmospheric Administration (“NOAA”)
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
substantial 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. |
| Exhibit No. |
Description |
| 99.1 |
Press Release dated March 9, 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: March 9, 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 Substantial Compliance
| · | Determination of substantial compliance marks a key step in the U.S. regulatory
process for exploration and commercial recovery of polymetallic nodules in the Clarion Clipperton Zone |
| · | TMC
USA’s consolidated application lodged earlier this year covers areas previously applied
over 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 |
NEW YORK, March 9, 2026 — 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 substantial compliance with the requirements of the Act and its implementing regulations.
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. Pursuant to DSHMRA and its implementing regulations,
NOAA has determined that TMC USA’s consolidated application is in substantial compliance with the requirements of the U.S. regulations.
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. Meanwhile, TMC USA’s exploration license applications (TMC USA A & TMC USA B) are moving along as expected, with public comment periods
now completed.
Gerard Barron, Chairman and CEO of The Metals Company, said: “NOAA’s
determination reflects the depth of work our team and partners have put into understanding this resource and how it can be responsibly
developed. After more than a decade of environmental research, successful offshore trials and commercial-scale metallurgical processing,
we believe polymetallic nodules can provide a new and lower-impact source of critical metals for the U.S. We welcome the streamlined consolidated
review process and look forward to the next stages.”
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 substantial compliance with the requirements of DSHMRA
and its implementing regulations; the anticipated review of the consolidated application submitted under NOAA’s regulations under
DSHMRA; 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, 2024, filed with the U.S. Securities and Exchange Commission on March 27, 2025, and in subsequent Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K filed with the U.S. Securities and Exchange Commission, including the Company’s
Quarterly Reports on Form 10-Q for the quarter ended March 31, 2025, filed on May 14, 2025, and for the quarter ended June 30,
2025 filed on August 14, 2025. 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.
