TMC the metals Co Inc. 10-Q

ITEM 5. OTHER INFORMATION. 10b5-1 Trading Arrangements During the three months ended September 30, 2024, none of our directors or officers (as defined in Section 16 of the Securities Exchange Act of 1934, as amended) adopted , modified or terminated any contract , instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K. Amendments to Credit Facilities On November 14, 2024, we entered into the Second Amendment to the 2024 Credit Facility with the 2024 Lenders, Gerard Barron and ERAS Capital LLC (the “Second Amendment”), to increase the borrowing limit thereunder to $38 million in the aggregate ($19 million from each of the 2024 Lenders) and to extend the maturity date to December 31, 2025. Under the terms of the Second Amendment, the parties agreed to an increase in the underutilization fee to 6.5% and to allow repayment of the Loan to be made in equity at the Company’s election. The foregoing description of the Second Amendment 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 Second Amendment which we expect to attach as an Exhibit to our next Annual Report on Form 10-K and incorporated therein by reference. ​ ​ 45 ​ Table of Contents ITEM 6. EXHIBITS. The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q. Exhibit Number Exhibit Description Filed Herewith Incorporated by Reference Herein from Form or Schedule Filing Date SEC File/ Reg. Number 10.1† ​ Third Amendment to the Unsecured Credit Facility, dated August 16, 2024, by and between TMC the metals company Inc. Argentum Cedit Virtuti GCV ​ ​ ​ Form 8-K (Exhibit 10.1) ​ 08/16/2024 ​ 001-39281 10.2† ​ Working Capital Loan Agreement, dated September 9, 2024, by and between TMC the metals company Inc. and Allseas Investments SA ​ ​ ​ Form 8-K (Exhibit 10.1) ​ 09/12/2024 ​ 001-39281 10.3+ ​ Amendment to the Working Capital Loan Agreement, dated October 18, 2024, by and between the Company and Allseas Investments SA. ​ ​ ​ Form 8-K (Exhibit 10.1) ​ 10/24/2024 ​ 001-39281 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.4+ ​ First Amendment to the Unsecured Credit Facility, dated August 13, 2024, by and between TMC the metals company Inc. and Gerard Barron and ERAS Capital LLC ​ ​ ​ Form 10-Q (Exhibit 10.5) ​ 08/14/2024 ​ 001-39281 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 31.1 ​ Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ​ X ​ ​ ​ ​ ​ ​ 31.2 ​ Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ​ X ​ ​ ​ ​ ​ ​ 32* ​ Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ​ X ​ ​ ​ ​ ​ ​ 101.INS ​ Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) ​ X ​ ​ ​ ​ ​ ​ 101.SCH ​ Inline XBRL Taxonomy Extension Schema Document ​ X ​ ​ ​ ​ ​ ​ 101.CAL ​ Inline XBRL Taxonomy Extension Calculation Linkbase Document ​ X ​ ​ ​ ​ ​ ​ 101.DEF ​ Inline XBRL Taxonomy Extension Definition Linkbase Document ​ X ​ ​ ​ ​ ​ ​ 101.LAB ​ Inline XBRL Taxonomy Extension Label Linkbase Document ​ X ​ ​ ​ ​ ​ ​ 104 ​ Cover Page Interactive Data File (embedded within the Inline XBRL document) ​ X ​ ​ ​ ​ ​ ​ † Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[***]”) because the identified confidential portions (i) are not material and (ii) is the type of information that the Company treats as private or confidential. + Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. * The certifications attached as Exhibit 32 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of TMC the metals company Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of such Form 10-Q), irrespective of any general incorporation language contained in such filing. ​ 46 ​ Table of Contents 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 thereunto duly authorized. ​ ​ ​ TMC THE METALS COMPANY INC. ​ ​ ​ ​ Date: November 15, 2024 By: /s/ Gerard Barron ​ ​ ​ Gerard Barron ​ ​ ​ Chief Executive Officer ​ ​ ​ ​ ​ Date: November 15, 2024 By: /s/ Craig Shesky ​ ​ ​ Craig Shesky ​ ​ ​ Chief Financial Officer ​ ​ ​ ​ 47