[SCHEDULE 13D/A] TMC the metals company Inc. SEC Filing

Rhea-AI Filing Summary

First Manhattan Co and related parties have filed a Schedule 13D/A disclosing a 4.86% ownership stake (17,619,789 shares) in TMC the metals company. The filing reveals several key developments:

The reporting persons include:

• First Manhattan Co LLC (investment adviser)
• Zachary A. Wydra (CEO and Portfolio Manager)
• FMC Group Holdings LP (parent company)
• First Manhattan Management LLC (general partner)

Notable updates include Zachary Wydra's appointment as Board Observer on May 12, 2025, granting him participation in discussions regarding company operations, strategy, and management. The shares were acquired for approximately $20.6 million through investment accounts and cashless stock option exercises. The filing indicates potential future transactions based on market conditions, with the reporting persons maintaining flexibility to adjust their position.

Positive

• First Manhattan Co. LLC CEO Zachary Wydra appointed as Board Observer on May 12, 2025, providing strategic oversight and expertise
• First Manhattan Co. LLC maintains significant position of 17.6M shares (4.86% ownership), demonstrating institutional confidence in the company

Negative

• First Manhattan Co. LLC's ownership has decreased to 4.86% from previous filing, falling below the 5% threshold that requires Schedule 13D reporting

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

TMC the metals Co Inc.

(Name of Issuer)

TMC Common Shares without par value

(Title of Class of Securities)

87261Y106

(CUSIP Number)

Jeremy Covino
399 Park Avenue,
New York, NY, 10022
(212) 756-3174

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

06/18/2025

(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

CUSIP No. 87261Y106

1

Name of reporting person

FIRST MANHATTAN CO. LLC.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 17,619,789.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 17,619,789.00

11

Aggregate amount beneficially owned by each reporting person

17,619,789.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.9 %

14

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13D

CUSIP No. 87261Y106

1

Name of reporting person

Zachary A. Wydra

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 17,619,789.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 17,619,789.00

11

Aggregate amount beneficially owned by each reporting person

17,619,789.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.9 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 87261Y106

1

Name of reporting person

FMC Group Holdings LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 17,619,789.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 17,619,789.00

11

Aggregate amount beneficially owned by each reporting person

17,619,789.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.9 %

14

Type of Reporting Person (See Instructions)

PN, HC

SCHEDULE 13D

CUSIP No. 87261Y106

1

Name of reporting person

First Manhattan Management LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 17,619,789.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 17,619,789.00

11

Aggregate amount beneficially owned by each reporting person

17,619,789.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.9 %

14

Type of Reporting Person (See Instructions)

OO, HC

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, 1111 WEST HASTINGS STREET, VANCOUVER, BRITISH COLUMBIA, CANADA , V6E 2J3.
Item 2.	Identity and Background
(a)	This Statement is filed by: (i) First Manhattan Co. LLC, an SEC-registered investment adviser; (ii) Zachary A. Wydra, Chief Executive Officer of First Manhattan Co. LLC and FMC Group Holdings, L.P. and the Portfolio Manager of the Accounts (as defined below); (iii) First Manhattan Management LLC, the general partner of FMC Group Holdings, L.P.; and (iv) FMC Group Holdings, L.P., the parent holding company of First Manhattan Co. LLC (the "Reporting Persons").
(b)	The business address of each of the Reporting Persons is 399 Park Avenue, New York, New York 10022.
(c)	The principal business of each of the Reporting Persons is providing investment advisory, wealth management, and related services.
(d)	Not applicable.
(e)	Not applicable.
(f)	Mr. Wydra is a U.S. citizen. Each of the other Reporting Persons is an entity formed under the laws of the State of Delaware.
Item 3.	Source and Amount of Funds or Other Consideration
	The Common Stock referred to in Item 5 is held in investment accounts, including accounts of advisory clients, partners, and employees of First Manhattan Co. LLC, over which First Manhattan Co. LLC and Mr. Wydra, as Portfolio Manager, have investment discretion (the "Accounts"). Accordingly, the Reporting Persons may be deemed to have voting and dispositive power over the Common Stock held in the Accounts. 4,137,286 shares of such Common Stock are owned by Mr. Wydra personally. The aggregate purchase price of the Common Stock referred to in Item 5 is $20,642,346 (the "Amount"), which were purchased using available funds in the Accounts or by a cashless stock option exercise.
Item 4.	Purpose of Transaction
	The Reporting Persons initially acquired the Common Stock because they believed that the Common Stock represented an attractive investment opportunity. On May 12, 2025, Mr. Wydra, the CEO of FMC Group Holdings L.P. and First Manhattan Co. LLC and the Portfolio Manager of the Accounts, became a Board Observer of the Board of Directors of the Issuer. As a result of this Board Observer position, Mr. Wydra expects to participate in discussions with management of the Issuer, the Board of Directors of the Issuer, other shareholders of the Issuer, and other relevant parties with respect to the Issuer's business, operations, strategy, and related matters. Depending upon, among other things, the outcome of the discussions referenced above, current and future trading prices for the shares of the Common Stock, the financial condition, results of operations and prospects of the Issuer and its businesses, other investment opportunities available to the Reporting Persons and the Accounts, conditions in the securities markets, general economic conditions, and other factors that the Reporting Persons deems relevant, the Reporting Persons may from time to time acquire additional shares of Common Stock and warrants or sell shares of Common Stock in the open market, in privately negotiated transactions or otherwise, and may take such other actions with respect to their investment in the Issuer as they may deem appropriate, including, without limitation, changing their intention with respect any of the matters enumerated in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	The aggregate number of shares of Common Stock to which this Statement relates is 17,619,789. Such shares of Common Stock constitute approximately 4.86% of the Issuer's currently outstanding Common Stock, based upon the 362,186,002 shares of Common Stock outstanding as of May 13, 2025 as reported in the Issuer's Annual Report on Form 10-Q for the period ended March 31, 2025 filed with the Securities and Exchange Commission.
(b)	The Reporting Persons may be deemed to have shared voting power and shared dispositive power over the shares of Common Stock to which this Statement relates.
(c)	Exhibit 2 hereto (which is incorporated by reference in this Item 5 as if restated in full herein) sets forth all transactions with respect to the Shares effected during the past 60 days by the Reporting Persons.
(d)	The ultimate owners of the Accounts have the right to participate in the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock to which this Statement relates in accordance with their respective interests in the Accounts.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	A Board Observer Agreement, dated May 12, 2025 between the Issuer and Mr. Wydra, details the terms of Mr. Wydra's Board Observer position ("Board Observer Agreement"). Certain agreements and undertakings by the Reporting Persons in connection with the purchase of the shares of Common Stock and warrants to which this Statement relates are set forth in Securities Purchase Agreements, dated August 14, 2023, November 15, 2024 and first amended November 26, 2024, with the Issuer.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1: Agreement Joint Filing of Schedule 13D Exhibit 2: Transactions https://www.sec.gov/Archives/edgar/data/728083/000072808325000006/jointfilingagreement.htm https://www.sec.gov/Archives/edgar/data/728083/000072808325000006/boardobserveragreement.pdf https://www.sec.gov/Archives/edgar/data/1798562/000110465923091027/tm2323509d2_ex10-1.htm https://www.sec.gov/Archives/edgar/data/1798562/000110465924119790/tm2427511d3_ex10-1.htm https://www.sec.gov/Archives/edgar/data/1798562/000110465924119790/tm2427511d3_ex10-1.htm

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.

FIRST MANHATTAN CO. LLC.

Signature:	Jeremy Covino
Name/Title:	Chief Compliance Officer
Date:	06/23/2025

Zachary A. Wydra

Signature:	Zachary A. Wydra
Name/Title:	Authorized Signatory
Date:	06/23/2025

FMC Group Holdings LP

Signature:	Andrew Aspen
Name/Title:	Authorized Signatory
Date:	06/23/2025

First Manhattan Management LLC

Signature:	Andrew Aspen
Name/Title:	Authorized Signatory
Date:	06/23/2025

FAQ

How many TMC shares does First Manhattan Co. LLC own as of June 2025?

First Manhattan Co. LLC beneficially owns 17,619,789 shares of TMC common stock, representing approximately 4.86% of TMC's outstanding shares based on 362,186,002 shares outstanding as of May 13, 2025.

Who is Zachary Wydra and what is his role with TMC?

Zachary Wydra is the Chief Executive Officer of First Manhattan Co. LLC and FMC Group Holdings, L.P. As of May 12, 2025, he became a Board Observer of TMC's Board of Directors. He personally owns 4,137,286 shares of TMC stock and serves as Portfolio Manager for the accounts holding TMC shares.

What was the total purchase price First Manhattan paid for TMC shares?

According to the filing, First Manhattan paid an aggregate purchase price of $20,642,346 for their TMC shares, which were purchased using available funds in the Accounts or through cashless stock option exercises.

What is First Manhattan's stated purpose for investing in TMC?

First Manhattan initially acquired TMC shares because they believed they represented an attractive investment opportunity. Through Wydra's Board Observer position, they plan to participate in discussions with management, the Board, and other shareholders regarding TMC's business, operations, strategy, and related matters.

When did First Manhattan enter into key agreements with TMC?

First Manhattan entered into Securities Purchase Agreements with TMC on August 14, 2023, November 15, 2024 (amended November 26, 2024), and a Board Observer Agreement on May 12, 2025 establishing Zachary Wydra's Board Observer position.