false
0001798562
TMC the metals Co Inc.
00-0000000
0001798562
2026-01-22
2026-01-22
0001798562
TMC:TMCCommonShareswithoutparvalueMember
2026-01-22
2026-01-22
0001798562
TMC:RedeemablewarrantseachwholewarrantTMCCommonShareeachatanexercisepriceofdollar1150pershareMember
2026-01-22
2026-01-22
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):
January 22, 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 January 22, 2026,
the Company issued a press release announcing that its wholly-owned subsidiary, The Metals Company USA, LLC (“TMC USA”), formally
submitted a consolidated application to the National Oceanic and Atmospheric Administration (“NOAA”) for an exploration license
and a commercial recovery permit for polymetallic nodules in international waters of the Clarion Clipperton Zone 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. 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 January 22, 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: January 22, 2026 |
By: |
/s/
Craig Shesky |
| |
Name: |
Craig Shesky |
| |
Title: |
Chief Financial Officer |