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10b5-1 Trading Arrangements
−Removed: During the three months ended March 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.
−Removed: Board Observer Agreement
−Removed: On May 12, 2025, we entered into a Board Observer Agreement with Zachary A.
−Removed: Wydra, the Chief Executive Officer of First Manhattan Co.
−Removed: LLC and related entities and portfolio manager of certain accounts managed by First Manhattan Co.
−Removed: LLC, a beneficial owner of more than five percent (5%) of our issued and outstanding common shares, under which Mr.
−Removed: Wydra will serve as a non-voting observer to our board of directors, whereby he may have access to certain information and attend and provide input at meetings of our board of directors, subject to certain limitations.
−Removed: Wydra will not receive any compensation for his role as a board observer.
−Removed: The foregoing description of the Board Observer 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 Board Observer Agreement which we expect to attach as an Exhibit to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 and incorporated therein by reference.
+Added: During the three months ended June 30, 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.
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
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SEC File/ Reg.
−Removed: Letter Agreement, dated March 24, 2025, by and among the Company, Allseas Investments SA and Argentum Cedit Virtuti GCV
−Removed: (Exhibit 10.41)
−Removed: Third Amendment to the Unsecured Credit Facility, dated March 26, 2025, by and between TMC the metals company Inc.
−Removed: and Gerard Barron and ERAS Capital LLC
−Removed: (Exhibit 10.45)
−Removed: Form of Class C Warrant to Purchase Common Shares
−Removed: (Exhibit 4.1)
−Removed: Form of Securities Purchase Agreement
−Removed: (Exhibit 10.1)
+Added: Notice of Articles of TMC the metals company Inc.
+Added: Articles of TMC the metals company Inc.
+Added: Form 8-K (Exhibit 3.2)
+Added: September 15, 2021
+Added: Amendment to Company’s Articles, adopted May 29, 2025
+Added: Form 8-K (Exhibit 3.1)
+Added: Form of Class C Common Share Purchase Warrant
+Added: Form 8-K (Exhibit 4.1)
+Added: Common Share Purchase Warrant, dated May 29, 2025, issued to the Government of the Republic of Nauru
+Added: Form 8-K (Exhibit 4.1)
+Added: Waiver to Class B Common Share Purchase Warrants, dated as of June 17, 2025
+Added: Form 8-K (Exhibit 4.1)
+Added: June 18, 2025
+Added: Common Share Purchase Warrant, dated as of June 25, 2025, issued to Korea Zinc Company, Ltd.
+Added: Common Share Purchase Warrant, dated as of August 4, 2025, issued to The Kingdom of Tonga
+Added: Form 8-K (Exhibit 4.1)
+Added: August 4, 2025
+Added: Form of Securities Purchase Agreement, dated as of May 12, 2025, by and among the Company and the purchasers set forth therein
+Added: Form 8-K (Exhibit 10.1)
+Added: Sponsorship Agreement, revised May 29, 2025, by and among The Republic of Nauru, The Nauru Seabed Minerals Authority and Nauru Ocean Resources Inc.
+Added: Form 8-K (Exhibit 10.1)
+Added: Deed of Guarantee and Indemnity, dated May 29, 2025, by and between the Company and The Republic of Nauru
+Added: Form 8-K (Exhibit 10.2)
+Added: Services Agreement, dated June 4, 2025, by and between the Company and Michael B.
+Added: Form 8-K (Exhibit 10.3)
+Added: Securities Purchase Agreement, dated as of June 16, 2025, by and between the Company and Korea Zinc Company, Ltd.
+Added: Board Observer Agreement, dated as of May 12, 2025, by and between the Company and Zachary A.
+Added: Services Agreement, dated as of June 12, 2025, by and between the Company and Alex Spiro
+Added: Board Observer Agreement, dated as of July 14, 2025, by and between the Company and Yun B.
+Added: Sponsorship Agreement, dated August 4, 2025, among The Government of The Kingdom of Tonga and Tonga Offshore Mining Limited
+Added: Form 8-K (Exhibit 10.1)
+Added: August 4, 2025
+Added: Deed of Guarantee and Indemnity, dated August 4, 2025, by TMC the metals company Inc.
+Added: in favor of The Kingdom of Tonga
+Added: Form 8-K (Exhibit 10.2)
+Added: August 4, 2025
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
+Added: † 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.
+Added: †† Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5).
+Added: 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.
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TMC THE METALS COMPANY INC.
+Added: August 14, 2025
/s/ Gerard Barron
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Chief Executive Officer
+Added: August 14, 2025
/s/ Craig Shesky
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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.