[SCHEDULE 13G] TMC the metals Co Inc. SEC Filing
William George Brumder II reports beneficial ownership of 21,992,781 common shares of TMC the metals Co Inc., representing approximately 5.4% of the outstanding class. This total includes 2,000,000 common shares underlying exchange-traded warrants exercisable at $11.50 per share and expiring at 5:00 p.m. EST on September 9, 2026, and 2,492,200 common shares underlying call options exercisable within 60 days of the filing date. The percentage calculation uses a share base of 408,392,921 common shares, which incorporates the 2,000,000 shares issuable on exercise of the reported warrants. Mr. Brumder reports sole voting and dispositive power over 21,992,781 shares and certifies the holdings were not acquired to influence control of the issuer.
- Beneficial ownership disclosed above 5% (21,992,781 shares; 5.4% of class), which provides transparency to investors
- Clear disclosure of derivative instruments: 2,000,000 warrants at $11.50 and 2,492,200 call-option shares exercisable within 60 days
- Sole voting and dispositive power reported for all disclosed shares, clarifying control over the position
- None.
Insights
TL;DR: Holder reports a meaningful 5.4% stake including exercisable warrants and options, potentially affecting float and voting dynamics.
The filing discloses beneficial ownership of 21,992,781 common shares, including 2,000,000 shares underlying warrants exercisable at $11.50 and 2,492,200 shares underlying short-term call options. Reporting sole voting and dispositive power indicates direct control of the disclosed stake. The 5.4% figure is computed on 408,392,921 shares outstanding, which already includes the warrants, making the percentage calculation conservative. From a market perspective, the combination of exercisable warrants and options could increase near-term supply if exercised, but the statement affirms no intent to change control.
TL;DR: A single investor holds just above the 5% disclosure threshold with sole voting authority, warrant exposure, and no stated control intentions.
The disclosure meets Schedule 13G standards for passive reporting while showing sole voting and dispositive power over the shares reported. The instrument details are explicit: warrants exercisable at $11.50 and an identified expiration. The filer certifies the holdings were not acquired to influence control, aligning the filing with passive investor treatment rather than an active 13D-level engagement.