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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):
June 25, 2025
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.
As previously announced, on
June 16, 2025, TMC the metals company Inc. (the “Company”) entered into a securities purchase agreement in connection with
a private placement with Korea Zinc Company, Ltd. (“Korea Zinc”). On June 25, 2025, the Company completed the closing of the
private placement and issued to Korea Zinc 19,623,376 common shares and a warrant to purchase up to an additional 6,868,181 common shares
for gross proceeds of approximately $85.2 million, which does not include any proceeds receivable upon exercise of the warrant.
As previously announced, on May 12, 2025, the Company entered into a securities purchase agreement in connection with a registered direct
offering with certain new and existing investors. The Company has completed the closings of the registered direct offering and has issued
to the investors an aggregate of 12,333,333 common shares and Class C warrants to purchase up to an aggregate of 12,333,333 common shares
for aggregate gross proceeds of approximately $37.0 million, which does not include any proceeds receivable upon exercise of the Class
C warrants.
Following the closings
of these financings, the Company's cash balance is approximately $122.8 million as of June 30, 2025.
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: July 1, 2025 |
By: |
/s/ Craig Shesky |
| |
Name: |
Craig Shesky |
| |
Title: |
Chief Financial Officer |
