What is the total TMC (TMC) stake reported for Argentum Cedit Virtuti and related parties?

Argentum Cedit Virtuti NV, Stichting Administratiekantoor Aequa Lance Foundation and Edward Heerema may be deemed to beneficially own 67,502,501 TMC Common Shares, or about 15.6%. This figure includes shares held directly and shares issuable upon exercise of specified warrants held by Allseas Group S.A.

What new TMC (TMC) share acquisition occurred on July 1, 2026?

On July 1, 2026, Allseas Group S.A. acquired 7,305,567 TMC Common Shares at a purchase price of $4.66 per share. These shares were issued under a Contract for Development Work and Commercial Production between a wholly owned Allseas subsidiary and TMC.

What prior TMC (TMC) share and warrant transactions are highlighted for Allseas?

Allseas’ history includes PIPE shares, warrant exercises and multiple negotiated share purchases. Examples include 11,578,620 shares from an Allseas Warrant exercised at $0.01 per share, 10,850,000 shares issued for PMTS completion, and additional shares plus Class A and Class C Warrants acquired in 2023 and 2025.

Allseas-linked group (TMC) issued 7,305,567 shares under commercial contract

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

SCHEDULE 13D/A

Rhea-AI Filing Summary

Allseas Group S.A. and affiliated entities report an increased stake in TMC the metals Co Inc. following a share issuance tied to a commercial contract. On July 1, 2026, Allseas Group S.A. acquired 7,305,567 TMC Common Shares at $4.66 per share under a Contract for Development Work and Commercial Production effective March 30, 2026.

Based on 433,221,138 TMC Common Shares outstanding, Allseas Group S.A. and Allseas Investments S.A. may be deemed to beneficially own 66,502,501 shares, or about 15.4% of the company. Argentum Cedit Virtuti NV, Stichting Administratiekantoor Aequa Lance Foundation and Edward Heerema may be deemed to beneficially own 67,502,501 shares, or about 15.6%. The new shares were issued in a private transaction relying on a Section 4(a)(2) exemption and are not registered for public resale.

Key Figures

New shares acquired: 7,305,567 shares Purchase price: $4.66 per share Allseas beneficial ownership: 66,502,501 shares +4 more

7 metrics

New shares acquired 7,305,567 shares TMC Common Shares acquired by Allseas Group S.A. on July 1, 2026

Purchase price $4.66 per share Price for 7,305,567 TMC Common Shares under development and production contract

Allseas beneficial ownership 66,502,501 shares TMC Common Shares, approximately 15.4% of outstanding

Group beneficial ownership 67,502,501 shares ACV, Aequa Lance Foundation and Edward Heerema, about 15.6%

Ownership percentage (Allseas entities) 15.4% Based on 433,221,138 TMC Common Shares outstanding

Ownership percentage (wider group) 15.6% ACV, Aequa Lance Foundation and Edward Heerema in aggregate

Shares outstanding baseline 433,221,138 shares TMC Common Shares outstanding per Form 10-Q filed May 14, 2026

Key Terms

beneficially own, Contract for Development Work and Commercial Production, Section 4(a)(2) of the Securities Act of 1933, PIPE Financing, +2 more

6 terms

beneficially own financial

"AGSA and AISA may be deemed to beneficially own 66,502,501 shares of TMC Common Shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

Contract for Development Work and Commercial Production financial

"pursuant to the commercial arrangement under a Contract for Development Work and Commercial Production, dated May 11, 2026"

Section 4(a)(2) of the Securities Act of 1933 regulatory

"The TMC Common Shares will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933"

PIPE Financing financial

"In connection with the PIPE Financing, AGSA received 2,000,000 shares of TMC Common Shares and ACV received 1,000,000 shares"

Pipe financing is a way for companies to raise money quickly by selling new shares or bonds directly to investors, often before their stock is publicly traded or in the early stages of a project. It’s similar to a company securing a loan from investors, providing quick capital needed for growth or operations. For investors, it can offer opportunities for early involvement and potentially higher returns, but it may also carry increased risk due to the immediate nature of the deal.

Class A Warrants financial

"accompanying Class A Warrants to purchase 1,750,000 shares of TMC Common Shares for a total purchase price of $7 million"

Class C Warrants financial

"accompanying Class C Warrants to purchase 2,333,333 shares of TMC Common Shares for a total purchase price of $7 million"

Class C warrants are a specific series of financial instruments that give the holder the right, but not the obligation, to buy a set number of company shares at a predetermined price before a set expiration date; the “Class C” label simply distinguishes this series from other warrant series with different terms. They matter to investors because they provide leveraged exposure to potential share price gains while creating the possibility of share dilution if exercised—think of them like a time-limited coupon to buy stock at a fixed price that can change the total number of shares outstanding.

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Available on EDGAR 07/07/2026 - 09:49 AM Accepted by SEC EDGAR 07/07/2026 - 09:49 AM

FAQ

How large is Allseas’ current ownership stake in TMC (TMC)?

Allseas Group S.A. and Allseas Investments S.A. may be deemed to beneficially own 66,502,501 TMC Common Shares, or about 15.4% of the company. This percentage is calculated using 433,221,138 shares outstanding, as disclosed in TMC’s Form 10-Q filed May 14, 2026.

What is the Contract for Development Work and Commercial Production with TMC (TMC)?

The contract, dated May 11, 2026 and effective March 30, 2026, provides for TMC to issue Common Shares to Allseas under a commercial arrangement. Under this agreement, 7,305,567 TMC shares were issued at $4.66 per share to Allseas Group S.A. as nominee and designee.

How were the 7,305,567 new TMC (TMC) shares issued to Allseas treated under U.S. securities law?

The 7,305,567 TMC Common Shares were issued in reliance on Section 4(a)(2) of the Securities Act of 1933. They were sold as a private transaction to a sophisticated investor and have not been registered, limiting resale without registration or another applicable exemption.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

TMC the metals Co Inc.

(Name of Issuer)

TMC Common Shares without par value

(Title of Class of Securities)

87261Y106

(CUSIP Number)

Eduard Verlinden
Route de Pra de Plan 18, 1618 Chatel-Saint-Denis
Switzerland, V8, 411618
(41) 21 948 3500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/01/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

TMC Common Shares without par value

(b)

Name of Issuer:

TMC the metals Co Inc.

(c)

Address of Issuer's Principal Executive Offices:

1111 WEST HASTINGS STREET, 15TH FLOOR, VANCOUVER, BRITISH COLUMBIA, CANADA , V6E 2J3.

Item 1 Comment:

Explanatory Note This Amendment No. 6 to Schedule 13D (this "Amendment No. 6") is being filed jointly by (i) Allseas Group S.A. ("AGSA"), by virtue of its direct ownership of 62,419,168 shares of TMC Common Shares, 1,750,000 shares of TMC Common Shares issuable upon the exercise of Class A Warrants acquired by AGSA on August 16, 2023 and 2,333,333 shares of TMC Common Shares issuable upon the exercise of Class C Warrants acquired by AGSA on May 22, 2025, (ii) Allseas Investments S.A. ("AISA"), by virtue of its ownership of AGSA, (iii) Argentum Cedit Virtuti NV ("ACV"), by virtue of its direct ownership of 1,000,000 shares of TMC Common Shares and its ownership of AGSA and AISA, (iv) Stichting Administratiekantoor Aequa Lance Foundation ("Aequa Lance Foundation"), by virtue of its ownership of ACV, and (v) Edward Heerema, by virtue of his ownership of Aequa Lance Foundation (the foregoing collectively, the "Reporting Persons"), and amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on September 21, 2021 (the "Original Filing"), as amended by Amendment No. 1 filed on December 2, 2021, by Amendment No. 2 filed on August 25, 2022, by Amendment No. 3 filed on March 6, 2023, by Amendment No. 4 filed on August 15, 2023 and by Amendment No. 5 filed on May 27, 2025 (as amended, the "Schedule 13D"). Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 6. Capitalized terms used herein and not otherwise defined in this Amendment No. 6 have the meanings set forth in the Original Filing.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby supplemented by adding the following additional information: On July 1, 2026, AGSA acquired 7,305,567 TMC Common Shares, pursuant to the commercial arrangement under a Contract for Development Work and Commercial Production, dated May 11, 2026, and as effective from March 30, 2026 (the "Effective Date"), by and between a wholly owned subsidiary of AGSA and the Issuer, at a purchase price of $4.66 per common share.

Item 5.

Interest in Securities of the Issuer

(a)

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: The responses to Item 2 of the Schedule 13D are incorporated by reference herein. The following information is as of the date hereof and assumes there are 433,221,138 shares of TMC Common Shares outstanding, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 14, 2026. AGSA and AISA may be deemed to beneficially own 66,502,501 shares of TMC Common Shares, or approximately 15.4% of the outstanding TMC Common Shares. ACV, Aequa Lance Foundation and Mr. Heerema may be deemed to beneficially own 67,502,501 shares of TMC Common Shares, or approximately 15.6% of the outstanding TMC Common Shares. Except as disclosed in this Schedule 13D, none of the Reporting Persons beneficially owns any TMC Common Shares or has the right to acquire any TMC Common Shares. Each Reporting Person disclaims beneficial ownership of the reported TMC Common Shares except to the extent of its or his respective pecuniary interest therein.

(b)

Regarding the number of TMC Common Shares that the Reporting Persons have the sole power to vote or direct the vote, shared power to vote or direct the vote, sole power to dispose or direct the disposition or shared power to dispose or direct the disposition, see the cover pages to this Schedule 13D.

(c)

In connection with the Business Combination, AGSA received 14,151,648 shares of TMC Common Shares. In connection with the PIPE Financing, AGSA received 2,000,000 shares of TMC Common Shares and ACV received 1,000,000 shares of TMC Common Shares. On December 24, 2021, AGSA acquired 300,000 shares of TMC Common Shares in a privately negotiated transaction. On August 18, 2022, AGSA acquired 6,250,000 shares of TMC Common Shares in a privately negotiated transaction. With the successful completion of the pilot trial of the PMTS, as approved by the Issuer's Board of Directors on November 11, 2022 and pursuant to the Fifth Amendment to Pilot Mining Test Agreement and Third Amendment to Strategic Alliance Agreement, dated February 13, 2023, by and among DeepGreen Engineering Pte Ltd, DeepGreen Metals Inc., the Issuer and AGSA, the Allseas Warrant has vested and was exercisable for 11,578,620 shares of TMC Common Shares (as may be adjusted based on the formula described therein) and the Issuer issued 10,850,000 shares of TMC Common Shares to AGSA in lieu of any cash payment in connection with the successful completion of the PMTS. On July 24, 2023, Allseas exercised the Allseas Warrant to purchase 11,578,620 shares of TMC Common Shares at a purchase price of $0.01 per share. In addition, On August 1, 2023, the Issuer and Allseas entered into an Exclusive Vessel Use Agreement. In consideration of the exclusivity term, the Issuer issued to Allseas 4,150,000 shares of TMC Common Shares. On August 16, 2023, AGSA acquired 3,500,000 shares of TMC Common Shares and accompanying Class A Warrants to purchase 1,750,000 shares of TMC Common Shares for a total purchase price of $7 million. On May 22, AGSA acquired 2,333,333 shares of TMC Common Shares and accompanying Class C Warrants to purchase 2,333,333 shares of TMC Common Shares for a total purchase price of $7 million. On July 1, 2026, AGSA acquired 7,305,567 TMC Common Shares at a purchase price of $4.66 per common share.

(d)

Except as set forth in this Item 5, to the best knowledge of the Reporting Persons, no other person is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the TMC Common Shares beneficially owned by them.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby supplemented by adding the following additional information: Contract for Development Work and Commercial Production On May 11, 2026, the Issuer and a wholly owned subsidiary of AGSA entered into a Contract for Development Work and Commercial Production, effective as of March 30, 2026, pursuant to which the Issuer is required to issue Allseas TMC Common Shares pursuant to the commercial arrangement under the agreement. On June 29, 2026, the wholly owned subsidiary and AGSA directed the Issuer to issue and register 7,305,567 TMC Common Shares, pursuant to the Contract for Development Work and Commercial Production, at a purchase price of $4.66 per common share, in the name of AGSA as nominee and designee of the wholly owned subsidiary, in lieu of issuance to such subsidiary directly. The TMC Common Shares will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction not involving a public offering. AGSA is a sophisticated investor and the Issuer's largest strategic shareholder. The TMC Common Shares have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The foregoing description of the Contract for Development Work and Commercial Production does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the full text of the Contract for Development Work and Commercial Production attached as Exhibit 10 and is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

Exhibit 1 Joint Filing Agreement among the Reporting Persons, dated as of September 17, 2021. Exhibit 2 Business Combination Agreement, dated as of March 4, 2021, by and among SOAC, NewCo Sub and DeepGreen (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer on March 4, 2021). Exhibit 3 Form of Subscription Agreement for institutional investors, by and between SOAC and the subscriber parties thereto (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-4/A filed by the Issuer on August 5, 2021). Exhibit 4 Amended and Restated Registration Rights Agreement, by and between SOAC, the Sponsor, the parties listed under Sponsor Group Holders on the signature page(s) thereto and the parties listed under DeepGreen Holders on the signature page(s) thereto (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-4/A filed by the Issuer on August 5, 2021). Exhibit 5 Exclusive Vessel Use Agreement, dated August 1, 2023, by and between the Issuer and Allseas Group S.A. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on August 1, 2023). Exhibit 6 Form of Securities Purchase Agreement, dated August 14, 2023 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on August 14, 2023). Exhibit 7 Form of Class A Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Issuer on August 14, 2023). Exhibit 8 Form of Securities Purchase Agreement, dated May 12, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on May 12, 2025). Exhibit 9 Form of Class C Warrant to Purchase Common Shares (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Issuer on May 12, 2025). Exhibit 10 Contract For Development Work and Commercial Production, dated May 11, 2026 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by the Issuer on May 14, 2026).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Allseas Group S.A.

Signature:	/s/ Pieter Heerema
Name/Title:	Pieter Heerema/President
Date:	07/07/2026

Allseas Investments S.A.

Signature:	/s/ Edward Heerema
Name/Title:	Edward Heerema/President
Date:	07/07/2026

Argentum Cedit Virtuti NV

Signature:	/s/ Edward Heerema
Name/Title:	Edward Heerema/Director
Date:	07/07/2026

Stichting Administratiekantoor Aequa Lance Foundation

Signature:	/s/ Edward Heerema
Name/Title:	Edward Heerema/Chairman
Date:	07/07/2026

Edward Heerema

Signature:	/s/ Edward Heerema
Name/Title:	Edward Heerema
Date:	07/07/2026

Source: View Original Filing on SEC EDGAR