TMC the metals Co Inc. 10-Q

ITEM 5. OTHER INFORMATION. ​ The following summarizes the effect of the Restatement on each line item set forth below in the unaudited pro forma condensed combined financial information previously filed with our Current Report on form 8-K, as amended, filed with the SEC on September 15, 2021 for each period presented. ​ Unaudited Pro Forma Condensed Consolidated Balance Sheets As of June 30, 2021 (Amounts in U.S. dollars) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ DeepGreen ​ Pro Forma ​ Combined ​ ​ SOAC Metals Transaction Pro ​ ​ ​ ​ (Historical) ​ (Historical) ​ Adjustments ​ Forma Accounts payable and accrued liabilities As previously reported 7,289 9,033 (6,713) 9,609 ​ Adjustments 1 — 2,663 — 2,663 ​ As restated 7,289 11,696 (6,713) 12,272 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total liabilities As previously reported 53,544 45,869 (55,614) 43,799 ​ Adjustments 1 — 2,663 — 2,663 ​ As restated 53,544 48,532 (55,614) 46,462 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional paid in capital As previously reported — 74,069 21,600 95,669 ​ Adjustments 2 — (1,528) — (1,528) ​ As restated — 72,541 21,600 94,141 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deficit As previously reported (53,118) (246,573) 43,759 (255,932) ​ Adjustments 1,2 — (1,135) — (1,135) ​ As restated (53,118) (247,708) 43,759 (257,067) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total shareholders' equity As previously reported (53,117) 15,731 159,639 122,253 ​ Adjustments 1 — (2,663) — (2,663) ​ As restated (53,117) 13,068 159,639 119,590 ​ 1. Reflects increase of $2.7 million in exploration expenses for the six months ended June 30, 2021 to accrue for certain exploration invoices as at June 30, 2021. 2. Reflects decrease of $1.5 million of stock-based compensation expenses for the six months ended June 30, 2021. ​ 84 ​ Table of Contents Unaudited Pro Forma Condensed Consolidated Statement of Operations For the six months ended June 30, 2021 (Amounts in U.S. dollars, except per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ DeepGreen ​ Pro Forma ​ Combined ​ ​ SOAC Metals Transaction Pro ​ ​ ​ ​ (Historical) ​ (Historical) ​ Adjustments ​ Forma Exploration expenses As previously reported — 54,736 2,343 57,079 ​ Adjustments 1,2 — 1,597 — 1,597 ​ As restated — 56,333 2,343 58,676 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ General and administrative expenses As previously reported 6,490 28,266 — 34,756 ​ Adjustments 3 — (462) — (462) ​ As restated 6,490 27,804 — 34,294 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating loss As previously reported 6,490 83,002 2,343 91,835 ​ Adjustments 1,2,3 — 1,135 — 1,135 ​ As restated 6,490 84,137 2,343 92,970 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Income) loss for the period As previously reported (14,694) 83,715 13,841 82,862 ​ Adjustments 1,2,3 — 1,135 — 1,135 ​ As restated (14,694) 84,850 13,841 83,997 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Comprehensive (income) loss for the period As previously reported (14,694) 83,715 13,841 82,862 ​ Adjustments 1,2,3 — 1,135 — 1,135 ​ As restated (14,694) 84,850 13,841 83,997 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Income) loss per share - Basic and diluted As previously reported (1.46) 0.43 — 0.37 ​ Adjustments 1,2,3 — 0.01 — 0.01 ​ As restated (1.46) 0.44 — 0.37 ​ 1. Reflects decrease of $1.1 million for the six months ended June 30, 2021 related to stock-based compensation expense. 2. Reflects increase of $2.7 million to accrue for certain exploration invoices for the six months ended June 30, 2021. 3. Reflects decrease of $0.5 million for the six months ended June 30, 2021 related to stock-based compensation expense. ​ 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 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3.1 ​ Notice of Articles of TMC the metals company Inc. ​ ​ ​ Form 8-K (Exhibit 3.1) ​ 9/15/2021 ​ 001-39281 3.2 ​ Articles of TMC the metals company Inc. ​ ​ ​ Form 8-K (Exhibit 3.2) ​ 9/15/2021 ​ 001-39281 4.1 ​ TMC the metals company Inc. Common Share Certificate ​ ​ ​ Form 8-K (Exhibit 4.1) ​ 9/15/2021 ​ 001-39281 85 ​ Table of Contents 4.2 ​ Warrant to Purchase Common Shares issued by DeepGreen Metals Inc. to Allseas Group S.A. on March 4, 2021 ​ ​ ​ Form S-4 (Exhibit 4.4) ​ 4/8/2021 ​ 333-255118 10.1 ​ 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) ​ 8/5/2021 ​ 333-255118 10.2† ​ Strategic Alliance Agreement, dated as of March 29, 2019, by and between DeepGreen Metals Inc. and Allseas Group S.A. ​ ​ ​ Form S-4 (Exhibit 10.7) ​ 4/8/2021 ​ 333-255118 10.3† ​ Pilot Mining Test Agreement dated as of July 8, 2019, by and between DeepGreen Metals Inc. and Allseas Group S.A. ​ ​ ​ Form S-4 (Exhibit 10.8) ​ 4/8/2021 ​ 333-255118 10.4† ​ Third Amendment to Pilot Mining Test Agreement and First Amendment to Strategic Alliance Agreement, dated as of March 4, 2021, by and between DeepGreen Metals Inc. and Allseas Group S.A. ​ ​ ​ Form S-4 (Exhibit 10.9) ​ 4/8/2021 ​ 333-255118 10.5 ​ Fourth Amendment to Pilot Mining Test Agreement and Second Amendment to Strategic Alliance Agreement, dated as of June 30, 2021, by and between DeepGreen Metals Inc. and Allseas Group S.A. ​ ​ ​ Form S-4/A (Exhibit 10.23) ​ 7/14/2021 ​ 333-255118 86 ​ Table of Contents 10.6 ​ Investment and Participation Agreement, dated as of March 15, 2017, by and among DeepGreen Metals Inc., Maersk Supply Service NS, and Maersk Supply Service Subsea UK Limited ​ ​ ​ Form S-4 (Exhibit 10.10) ​ 4/8/2021 ​ 333-255118 10.7 ​ Project Management Framework Agreement, dated as of April 6, 2018, by and among Nauru Ocean Resources Inc. and Maersk Supply Service Integrated Solutions A/S ​ ​ ​ Form S-4 (Exhibit 10.11) ​ 4/8/2021 ​ 333-255118 10.8 ​ Letter Agreement, dated as of March 3, 2021, by and among DeepGreen Metals Inc., Maersk Supply Service NS, and Maersk Supply Service Subsea UK Limited ​ ​ ​ Form S-4 (Exhibit 10.12) ​ 4/8/2021 ​ 333-255118 10.9† ​ Sponsorship Agreement, dated as of March 8, 2008, by and between the Kingdom of Tonga and Tonga Offshore Mining Limited ​ ​ ​ Form S-4 (Exhibit 10.13) ​ 4/8/2021 ​ 333-255118 10.10† ​ Sponsorship Agreement, dated as of September 23, 2021, by and between the Kingdom of Tonga and Tonga Offshore Mining Limited ​ ​ ​ Form S-1 (Exhibit 10.13) ​ 10/7/2021 ​ 333-260126 10.11† ​ 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. ​ ​ ​ Form S-4 (Exhibit 10.14) ​ 4/8/2021 ​ 333-255118 10.12 ​ Certificate of the Sponsorship signed by the Government of Nauru on April 11, 2011 ​ ​ ​ Form S-4/A (Exhibit 10.24) ​ 7/28/2021 ​ 333-255118 10.13 ​ ISA Contract for Exploration (Republic of Nauru) dated as of July 22, 2011 ​ ​ ​ Form S-4 (Exhibit 10.15) ​ 4/8/2021 ​ 333-255118 10.14 ​ ISA Contract for Exploration (Kingdom of Tonga) dated as of January 11, 2012 ​ ​ ​ Form S-4 (Exhibit 10.16) ​ 4/8/2021 ​ 333-255118 10.15+ ​ Form of Indemnity Agreement ​ ​ ​ Form 8-K (Exhibit 10.18) ​ 9/15/2021 ​ 001-39281 87 ​ Table of Contents 10.16+ ​ Nonemployee Director Compensation Policy ​ ​ ​ Form 8-K (Exhibit 10.19) ​ 9/15/2021 ​ 001-39281 10.17+ ​ Employment Agreement, dated January 1, 2018, by and between DeepGreen Metals Inc. and Gerard Barron ​ ​ ​ Form S-4/A (Exhibit 10.17) ​ 5/27/2021 ​ 333-255118 10.18+ ​ Employment Agreement, dated July 25, 2017, by and between DeepGreen Metals Inc. and Anthony O’Sullivan ​ ​ ​ Form S-4/A (Exhibit 10.18) ​ 5/27/2021 ​ 333-255118 10.19+ ​ Employment Agreement, dated September 1, 2018, by and between DeepGreen Metals Inc. and Erika Ilves ​ ​ ​ Form S-4/A (Exhibit 10.19) ​ 5/27/2021 ​ 333-255118 10.20.1+ ​ TMC the metals company Inc. 2021 Incentive Equity Plan ​ ​ ​ Form 8-K (Exhibit 10.23.1) ​ 9/15/2021 ​ 001-39281 10.20.2+ ​ Form of Stock Option Agreement under TMC the metals company Inc. 2021 Incentive Equity Plan ​ ​ ​ Form 8-K (Exhibit 10.23.2) ​ 9/15/2021 ​ 001-39281 10.20.3+ ​ Form of Restricted Stock Unit Agreement under TMC the metals company Inc. 2021 Incentive Equity Plan ​ ​ ​ Form 8-K (Exhibit 10.23.3) ​ 9/15/2021 ​ 001-39281 10.21.1+ ​ DeepGreen Metals Inc. Stock Option Plan and form of Stock Option Agreement thereunder ​ ​ ​ Form S-4/A (Exhibit 10.20) ​ 5/27/2021 ​ 333-255118 10.21.2+ ​ Amendment to DeepGreen Metals Inc. Stock Option Plan ​ ​ ​ Form S-4/A (Exhibit 10.21) ​ 5/27/2021 ​ 333-255118 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 ​ ​ ​ ​ ​ ​ 88 ​ Table of Contents 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 ​ ​ ​ ​ ​ ​ 101.PRE ​ Inline XBRL Taxonomy Extension Presentation Linkbase Document ​ X ​ ​ ​ ​ ​ ​ 104 ​ Cover Page Interactive Data File (embedded within the Inline XBRL document) ​ X ​ ​ ​ ​ ​ ​ ​ + Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit. ​ + Management contract or compensatory plan or arrangement. ​ * 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. ​ ​ 89 ​ 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, 2021 ​ By: ​ /s/ Gerard Barron ​ ​ ​ ​ ​ Gerard Barron ​ ​ ​ ​ ​ Chief Executive Officer ​ ​ ​ ​ ​ ​ ​ Date: November 15, 2021 ​ By: ​ /s/ Craig Shesky ​ ​ ​ ​ ​ Craig Shesky ​ ​ ​ ​ ​ Chief Financial Officer ​ ​ ​ ​ 90