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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-03-27 · 42 added, 65 removed, 205 unchanged (34% of the section changed)

2 unchanged sentences

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on this evaluation and considering the previously reported material weakness as described below, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2024.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2025.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

8 unchanged sentences

As of December 31, 2025, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, our management concluded that, as of December 31, 2024, our internal control over financial reporting, were not effective, as a result of the material weakness discussed below.

Based on this assessment, our management concluded that, as of December 31, 2025, our internal controls over financial reporting, were effective, following the remediation of a material weakness discussed below.

As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report on Form 10-K”), management identified a material weakness in the operating effectiveness of our internal control over the accounting for significant, non-routine transactions that resulted from the inadequate and untimely involvement of stakeholders and technical advisors with an appropriate level of expertise to account for significant, non-routine transactions.

2 unchanged sentences

See Note 23 to the audited consolidated financial statements for the year ended December 31, 2023, included in our 2023 Annual Report on Form 10-K for more information about these errors and our revisions to these previously issued financial statements.

In order to remediate this material weakness, during 2024, we developed a policy to assist with the identification of significant, non-routine transactions and to define the processes to follow in addressing the accounting and reporting requirements of these transactions.

In order to remediate this material weakness, we developed a policy to assist with the identification of significant, non-routine transactions and to define the processes to follow in addressing the accounting and reporting requirements of these transactions.

In addition, we rolled out training on processes and controls related to significant, non-routine transactions and identifying circumstances under which we use technical advisors in connection with evaluating such transactions.

During the fourth quarter of the year ended December 31, 2024, we identified a significant, non-routine transaction that occurred and we applied the processes as required under the new policy.

Although management believes the new policy, processes and training worked effectively for this significant, non-routine transaction, the new internal control over significant, non-routine transactions needs to be in operation and tested for sufficient instances to be considered effective and, therefore, these changes can only be deemed effective once they have been in place over a longer time period and applied in additional instances.

We will continue to review the effectiveness of our newly implemented controls and make improvements as warranted.

This is no assurance, however, that these control modifications will ultimately have the intended effects.

Notwithstanding the material weakness, management has concluded that our audited financial statements included in this Annual Report on Form 10-K are fairly stated in all material respects in accordance with U.S.

GAAP for each of the periods presented therein.

In 2025, we identified several significant, non-routine transactions that occurred, and we applied the processes as required under the new policy.

The new policy, processes and training worked as designed and resulted with the proper accounting and reporting of these significant, non-routine transactions in 2025.

As a result, our management concluded that the material weakness had been remediated.

Changes in Internal Control over Financial Reporting

10 unchanged sentences

OTHER INFORMATION

Extension of Credit Facility with ERAS Capital LLC and Gerard Barron

On March 26, 2025, we entered into the Third Amendment to increase the borrowing limit to $44 million in the aggregate ($22 million from each of the 2024 Lenders) and to extend the maturity of the 2024 Credit Facility to June 30, 2026.

The Third Amendment also provides that the 2024 Lenders may extend the term of the 2024 Credit Facility by up to two additional one-year periods (until June 30, 2028 at the latest) and that the 2024 Lenders may terminate the 2024 Credit Facility upon certain company financings.

The foregoing description of the Third 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 Third Amendment attached as Exhibit 10.45 to this Annual Report and incorporated herein by reference.

Extension of Allseas Working Capital Loan Agreement and Termination of Allseas 2023 Credit Facility

On March 24, 2025, we entered into a Letter Agreement (the “Letter Agreement”) with Allseas Investments SA (“Allseas Investments”) and Argentum Cedit Virtuti GCV, pursuant to which the repayment date under our working capital loan agreement with Allseas Investments dated September 9, 2024 was extended to September 30, 2025.

Additionally, under the Letter Agreement, we and Argentum Cedit Virtuti GCV agreed to cancel the unsecured credit facility established in 2023 with no outstanding amounts remaining, other than our obligation to pay the underutilization fee thereunder.

The foregoing description of the Letter Agreement 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 Letter Agreement attached as Exhibit 10.41 to this Annual Report and incorporated herein by reference.

Rule 10b5-1 Trading Arrangements

During the fiscal quarter ended December 31, 2025, 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.

24 unchanged sentences

Notice of Articles of TMC the metals company Inc.

(Exhibit 3.1)

Articles of TMC the metals company Inc.

10 unchanged sentences

(Exhibit 4.1)

Waiver to Class B Common Share Purchase Warrant

(Exhibit 4.1)

Form of Class C Warrant to Purchase Common Stock

(Exhibit 4.1)

Common Share Purchase Warrant, dated May 29, 2025, issued to the Government of the Republic of Nauru

(Exhibit 4.1)

Common Share Purchase Warrant, dated August 4, 2025, issued to The Kingdom of Tonga

(Exhibit 4.1)

Common Share Purchase Warrant, dated June 25, 2025, issued to Korea Zinc Company, Ltd.

(Exhibit 4.4)

Strategic Alliance Agreement, dated as of March 29, 2019, by and between DeepGreen Metals Inc.

13 unchanged sentences

(Exhibit 10.1)

Sponsorship Agreement, dated as of March 8, 2008, by and between the Kingdom of Tonga and Tonga Offshore Mining Limited

Sponsorship Agreement, dated August 4, 2025, among The Government of The Kingdom of Tonga and Tonga Offshore Mining Limited

(Exhibit 10.1)

Sponsorship Agreement, dated as of September 23, 2021, by and between the Kingdom of Tonga and Tonga Offshore Mining Limited

Deed of Guarantee and Indemnity, dated August 4, 2025, by TMC the metals company Inc.

in favor of The Kingdom of Tonga

(Exhibit 10.2)

Sponsorship Agreement, dated as of June 5, 2017, by and among the Republic of Nauru, the Nauru Seabed Minerals Authority, and Nauru Ocean Resources Inc.

Sponsorship Agreement, dated May 29, 2025, among the Government of the Republic of Nauru, the Nauru Seabed Minerals Authority, and Nauru Ocean Resources Inc.

(Exhibit 10.1)

Deed of Guarantee and Indemnity, dated May 29, 2025, by TMC the metals company Inc.

in favor of the Government of the Republic of Nauru

(Exhibit 10.2)

Certificate of the Sponsorship signed by the Government of Nauru on April 11, 2011

13 unchanged sentences

(Exhibit 10.16)

Amended and Restated Employment Agreement, dated May 8, 2022, by and between The Metals Company Australia Pty.

and Anthony O’Sullivan

(Exhibit 10.3)

Amended and Restated Employment Agreement, dated May 6, 2022, by and between DeepGreen Resources, LLC and Craig Shesky

(Exhibit 10.2)

Services Agreement, dated April 9, 2024 by and between TMC the metals company Inc.

and Steve Jurvetson

(Exhibit 10.1)

TMC the metals company Inc.

2021 Incentive Equity Plan

2021 Incentive Equity Plan, as amended

(Exhibit 10.1)

14 unchanged sentences

(Exhibit 99.1)

Amended and Restated Registration Rights Agreement, by and between Sustainable Opportunities Acquisition Corp., Sustainable Opportunities Holdings LLC, 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

Form S-4/A (Exhibit 10.5 – Annex H)

Form of Subscription Agreement for institutional investors, by and between Sustainable Opportunities Acquisition Corp.

and the subscriber parties thereto

(Exhibit 10.1 – Annex E-1)

Form of Subscription Agreement for accredited investors, by and between Sustainable Opportunities Acquisition Corp.

and the subscriber parties thereto

(Exhibit 10.2 – Annex E-2)

Form of Securities Purchase Agreement, dated August 12, 2022, by and among the Company and the Purchasers named therein

Services Agreement, dated April 9, 2024 by and between TMC the metals company Inc.

and Steve Jurvetson

(Exhibit 10.1)

Securities Purchase Agreement, dated August 12, 2022, by and among the Company and Gerard Barron

Services Agreement, dated June 2, 2025, by and between the Company and Michael B.

(Exhibit 10.3)

Securities Purchase Agreement, dated August 12, 2022, by and among the Company and ERAS Capital LLC

Services Agreement, dated June 12, 2025, by and between the Company and Alex Spiro

(Exhibit 10.7)

Board Observer Agreement, dated as of May 12, 2025, by and between the Company and Zachary A.

(Exhibit 10.6)

Board Observer Agreement, dated as of July 14, 2025, by and between the Company and Yun B.

(Exhibit 10.8)

(Exhibit 10.5 – Annex H)

Form of Securities Purchase Agreement, dated August 14, 2023

4 unchanged sentences

(Exhibit 10.1)

At-The-Market Equity Distribution Agreement, dated December 22, 2022, by and among TMC the metals company Inc., Stifel, Nicolaus & Company, Incorporated and Wedbush Securities Inc.

Form of Securities Purchase Agreement, dated May 12, 2025

(Exhibit 10.1)

Amendment No.

1 to At-The-Market Distribution Agreement, dated as of December 21, 2023, by and among TMC the metals company Inc., Stifel, Nicolaus & Company, Incorporated and Wedbush Securities Inc.

Securities Purchase Agreement, dated June 16, 2025, by and between the Company and Korea Zinc Company, Ltd.

(Exhibit 10.5)

4 unchanged sentences

(Exhibit 10.2)

Unsecured Credit Facility, dated March 22, 2023, by and between TMC the metals company Inc.

and Argentum Cedit Virtuti GCV

(Exhibit 10.31)

Amendment to the Unsecured Credit Facility, dated July 31, 2023, by and between TMC the metals company Inc.

and Argentum Cedit Virtuti GCV

(Exhibit 10.2)

Second Amendment to the Unsecured Credit Facility, dated March 22, 2024, by and between TMC the metals company Inc.

and Argentum Cedit Virtuti GCV

Form 10-K (Exhibit 10.33)

Third Amendment to the Unsecured Credit Facility, dated August 16, 2024, by and between TMC the metals company Inc.

Argentum Cedit Virtuti GCV

(Exhibit 10.1)

Working Capital Loan Agreement, dated September 9, 2024, by and between TMC the metals company Inc.

and Allseas Investments SA

(Exhibit 10.1)

First Amendment to the Working Capital Loan Agreement, dated October 18, 2024, by and between the Company and Allseas Investments SA

(Exhibit 10.1)

Letter Agreement, dated March 24, 2025, by and among the Company, Allseas Investments SA and Argentum Cedit Virtuti GCV

Unsecured Credit Facility, dated March 22, 2024, by and among TMC the metals company Inc., Gerard Barron and ERAS Capital LLC

5 unchanged sentences

and Gerard Barron and ERAS Capital LLC

(Exhibit 10.44)

Third Amendment to the Unsecured Credit Facility, dated March 26, 2025, by and between TMC the metals company Inc.

and Gerard Barron and ERAS Capital LLC

(Exhibit 10.45)

Insider Trading Policy

4 unchanged sentences

Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Technical Report Summary — Initial Assessment of the NORI Property, Clarion Clipperton Zone, for Deep Green Metals Inc., effective as of March 17, 2021, by AMC Consultants Pty Ltd and other qualified persons

S-K 1300 NORI Area D Technical Report, dated August 4, 2025

(Exhibit 96.1)

Technical Report Summary — TOML Mineral Resource, Clarion Clipperton Zone, Pacific Ocean, for Deep Green Metals Inc., effective as of March 26, 2021, by AMC Consultants Pty Ltd and other qualified persons

Technical Report Summary—Initial Assessment of TOML and NORI Properties, Clarion-Clipperton Zone, dated August 4, 2025

(Exhibit 96.2)

9 unchanged sentences

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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).

Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[***]”) because the identified confidential portions (A) (i) are not material and (ii) is the type of information that the Company treats as private or confidential or (B) are of a personal nature under Regulation S-K Item 601 (a)(6).

Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5) or 601(b)(2).

The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

41 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures