Registration No. 333 –
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES
ACT OF 1933
TMC the metals company Inc.
(Exact name of registrant as specified in its
charter)
| British
Columbia, Canada |
|
Not
Applicable |
(State or
other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification
No.) |
1111 West Hastings Street, 15th Floor
Vancouver, British Columbia
V6E 2J3
(888) 458-3420
(Address, Including Zip Code, of Principal
Executive Offices)
2021 Incentive Equity Plan, as amended
(Full Title of the Plans)
Cogency Global Inc.
122 East 42nd
Street, 18th Floor
New York, New York 10168
Telephone: (800) 221-0102
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Michael L. Fantozzi, Esq.
Daniel T. Kajunski, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C.
One Financial Center
Boston, MA 02111
Telephone: (617) 542-6000
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
¨ |
|
Accelerated filer |
¨ |
| Non-accelerated filer |
x |
|
Smaller reporting company |
x |
| |
|
|
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 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
This Registration Statement
registers additional securities of the same class as other securities for which the registration statements filed on Form S-8 (SEC
File Nos. 333-261221, 333-265319, 333-270875, 333-278222 and 333-286191) of TMC the metals company Inc. (the “Registrant”)
are effective. The additional securities are 40,000,000 Common Shares of the Registrant reserved for issuance under the 2021 Incentive
Equity Plan, as amended, as a result of an amendment to the plan as approved by the shareholders on August 28, 2025. The information
contained in the Registrant’s registration statements on Form S-8 (SEC File Nos. 333-261221, 333-265319, 333-270875, 333-278222
and 333-286191) is hereby incorporated by reference pursuant to General Instruction E of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Exhibit
Number |
|
Exhibit Description |
|
Filed
Herewith |
|
Incorporated
by
Reference herein from
Form or Schedule |
|
Filing
Date |
|
SEC
File/
Reg.
Number |
| |
|
|
|
|
|
|
|
|
|
|
| 4.1 |
|
Notice of Articles of TMC the metals company
Inc. |
|
|
|
Form 10-Q
(Exhibit 3.1) |
|
8/14/2025 |
|
001-39281 |
| 4.2 |
|
Articles of TMC the metals company Inc. |
|
|
|
Form 8-K
(Exhibit 3.2) |
|
9/15/2021 |
|
001-39281 |
| 4.3 |
|
Amendment to Company’s Articles, adopted
May 29, 2025 |
|
|
|
Form 8-K
(Exhibit 3.1) |
|
6/4/2025 |
|
001-39281 |
| 4.4 |
|
TMC the metals company Inc. Common Share
Certificate |
|
|
|
Form 8-K
(Exhibit 4.1) |
|
9/15/2021 |
|
001-39281 |
| 5.1 |
|
Opinion of Fasken Martineau DuMoulin LLP |
|
X |
|
|
|
|
|
|
| 23.1 |
|
Consent of Ernst & Young LLP independent registered public
accounting firm of TMC the metals company Inc. |
|
X |
|
|
|
|
|
|
| 23.2 |
|
Consent of Fasken Martineau DuMoulin LLP (included in Exhibit 5.1) |
|
X |
|
|
|
|
|
|
| 23.3 |
|
Consent of Qualified Person (TRS) - AMC Consultants Pty Ltd |
|
X |
|
|
|
|
|
|
| 23.4 |
|
Consent of Qualified Person (TRS) - MARGIN - Marine Geoscience Innovation |
|
X |
|
|
|
|
|
|
| 23.5 |
|
Consent of Qualified Person (TRS) - APYS Subsea Ltd |
|
X |
|
|
|
|
|
|
| 23.6 |
|
Consent of Qualified Person (TRS) - Canadian Engineering Associates
Ltd |
|
X |
|
|
|
|
|
|
| 23.7 |
|
Consent of Qualified Person (TRS) - Lanasera Pty Ltd |
|
X |
|
|
|
|
|
|
| 23.8 |
|
Consent of Qualified Person (TRS) - Anthony O’Sullivan |
|
X |
|
|
|
|
|
|
| 23.9 |
|
Consent of Qualified Person (TRS) - Rutger Bosland |
|
X |
|
|
|
|
|
|
| 23.10 |
|
Consent of Qualified Person (TRS) - Dr. Michael Clarke |
|
X |
|
|
|
|
|
|
| 23.11 |
|
Consent of Qualified Person (TRS) - Adam Price |
|
X |
|
|
|
|
|
|
| 23.12 |
|
Consent of Qualified Person (IA) - AMC Consultants Pty Ltd |
|
X |
|
|
|
|
|
|
| 23.13 |
|
Consent of Qualified Person (IA) - MARGIN - Marine Geoscience Innovation |
|
X |
|
|
|
|
|
|
| 23.14 |
|
Consent of Qualified Person (IA) - APYS Subsea Ltd |
|
X |
|
|
|
|
|
|
| 23.15 |
|
Consent of Qualified Person (IA) - Canadian Engineering Associates Ltd |
|
X |
|
|
|
|
|
|
| 23.16 |
|
Consent of Qualified Person (IA) - Lanasera Pty Ltd |
|
X |
|
|
|
|
|
|
| 23.17 |
|
Consent of Qualified Person (IA) - Anthony O’Sullivan |
|
X |
|
|
|
|
|
|
| 23.18 |
|
Consent of Qualified Person (IA) - Rutger Bosland |
|
X |
|
|
|
|
|
|
| 23.19 |
|
Consent of Qualified Person (IA) - Dr. Michael Clarke |
|
X |
|
|
|
|
|
|
| 23.20 |
|
Consent of Qualified Person (IA) - Adam Price |
|
X |
|
|
|
|
|
|
| 24.1 |
|
Power of Attorney (included on the signature page hereof) |
|
X |
|
|
|
|
|
|
| 99.1+ |
|
TMC the metals company Inc. 2021 Incentive Equity Plan, as amended |
|
|
|
Form 8-K
(Exhibit 10.1) |
|
8/28/2025 |
|
|
| 99.2+ |
|
Form of Stock Option Agreement under TMC the metals company Inc.
2021 Incentive Equity Plan, as amended |
|
|
|
Form 8-K
(Exhibit 10.23.2) |
|
9/15/2021 |
|
001-39281 |
| 99.3+ |
|
Form of Restricted Stock Unit Agreement under TMC the metals company
Inc. 2021 Incentive Equity Plan, as amended |
|
|
|
Form S-8
(Exhibit 99.3) |
|
11/19/2021 |
|
333-261221 |
| 107 |
|
Filing Fee Table |
|
X |
|
|
|
|
|
|
+ Denotes management contract or compensatory plan or arrangement.
Signatures
Pursuant to the requirements
of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement on Form S-8 to be signed on
its behalf by the undersigned, thereunto duly authorized in New York, New York on September 2, 2025.
| | TMC THE METALS COMPANY INC. |
| | | |
| By: | /s/ Craig Shesky |
| | | Craig Shesky |
| | | Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature
appears below constitutes and appoints each of Gerard Barron and Craig Shesky, acting alone or together with another attorney-in-fact,
as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in
his or her name, place and stead, in any and all capacities, to sign any or all further amendments (including post-effective amendments)
to this registration statement (and any additional registration statement related hereto permitted by Rule 462(b) promulgated
under the Securities Act (and all further amendments, including post-effective amendments, thereto)), and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dated indicated.
Signature
|
|
Title |
|
Date |
| |
|
|
|
|
/s/ Gerard
Barron |
|
Chief Executive Officer and Chairman |
|
September 2, 2025 |
| Gerard Barron |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
/s/ Craig
Shesky |
|
Chief Financial Officer |
|
September 2, 2025 |
| Craig Shesky |
|
(Principal Financial and Accounting Officer) |
|
|
| |
|
|
|
|
/s/ Andrew
C. Greig |
|
Director |
|
September 2, 2025 |
| Andrew C. Greig |
|
|
|
|
| |
|
|
|
|
/s/ Andrew
Hall |
|
Director |
|
September 2, 2025 |
| Andrew Hall |
|
|
|
|
| |
|
|
|
|
/s/ Michael
Hess |
|
Director |
|
September 2, 2025 |
| Michael Hess |
|
|
|
|
| |
|
|
|
|
| /s/ Stephen
Jurvetson |
|
Director |
|
September 2, 2025 |
| Stephen Jurvetson |
|
|
|
|
| |
|
|
|
|
/s/ Andrei
Karkar |
|
Director |
|
September 2, 2025 |
| Andrei Karkar |
|
|
|
|
| |
|
|
|
|
/s/ Sheila
Khama |
|
Director |
|
September 2, 2025 |
| Sheila Khama |
|
|
|
|
| |
|
|
|
|
/s/ Christian
Madsbjerg |
|
Director |
|
September 2, 2025 |
| Christian Madsbjerg |
|
|
|
|
| |
|
|
|
|
| /s/ Brendan
May |
|
Director |
|
September 2, 2025 |
| Brendan May |
|
|
|
|
| |
|
|
|
|
/s/ Alex Spiro |
|
Director |
|
September 2, 2025 |
| Alex Spiro |
|
|
|
|
