1 unchanged sentence
10b5-1 Trading Arrangements
−Removed: 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.
+Added: During the three months ended September 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.
4 unchanged sentences
Form or Schedule
−Removed: SEC File/ Reg.
Notice of Articles of TMC the metals company Inc.
+Added: (Exhibit 3.1)
+Added: August 14, 2025
Articles of TMC the metals company Inc.
−Removed: Form 8-K (Exhibit 3.2)
+Added: (Exhibit 3.2)
September 15, 2021
Amendment to Company’s Articles, adopted May 29, 2025
−Removed: Form 8-K (Exhibit 3.1)
+Added: (Exhibit 3.1)
Form of Class C Common Share Purchase Warrant
−Removed: Form 8-K (Exhibit 4.1)
+Added: (Exhibit 4.1)
Common Share Purchase Warrant, dated May 29, 2025, issued to the Government of the Republic of Nauru
−Removed: Form 8-K (Exhibit 4.1)
+Added: (Exhibit 4.1)
Waiver to Class B Common Share Purchase Warrants, dated as of June 17, 2025
−Removed: Form 8-K (Exhibit 4.1)
+Added: (Exhibit 4.1)
June 18, 2025
Common Share Purchase Warrant, dated as of June 25, 2025, issued to Korea Zinc Company, Ltd.
+Added: (Exhibit 4.4)
+Added: August 14, 2025
Common Share Purchase Warrant, dated as of August 4, 2025, issued to The Kingdom of Tonga
−Removed: Form 8-K (Exhibit 4.1)
+Added: (Exhibit 4.1)
August 4, 2025
Form of Securities Purchase Agreement, dated as of May 12, 2025, by and among the Company and the purchasers set forth therein
−Removed: Form 8-K (Exhibit 10.1)
+Added: (Exhibit 10.1)
Sponsorship Agreement, revised May 29, 2025, by and among The Republic of Nauru, The Nauru Seabed Minerals Authority and Nauru Ocean Resources Inc.
−Removed: Form 8-K (Exhibit 10.1)
+Added: (Exhibit 10.1)
Deed of Guarantee and Indemnity, dated May 29, 2025, by and between the Company and The Republic of Nauru
−Removed: Form 8-K (Exhibit 10.2)
+Added: (Exhibit 10.2)
Services Agreement, dated June 4, 2025, by and between the Company and Michael B.
−Removed: Form 8-K (Exhibit 10.3)
+Added: (Exhibit 10.3)
Securities Purchase Agreement, dated as of June 16, 2025, by and between the Company and Korea Zinc Company, Ltd.
+Added: (Exhibit 10.5)
+Added: August 14, 2025
Board Observer Agreement, dated as of May 12, 2025, by and between the Company and Zachary A.
+Added: (Exhibit 10.6)
+Added: August 14, 2025
Services Agreement, dated as of June 12, 2025, by and between the Company and Alex Spiro
+Added: (Exhibit 10.7)
+Added: August 14, 2025
Board Observer Agreement, dated as of July 14, 2025, by and between the Company and Yun B.
+Added: (Exhibit 10.8)
+Added: August 14, 2025
Sponsorship Agreement, dated August 4, 2025, among The Government of The Kingdom of Tonga and Tonga Offshore Mining Limited
−Removed: Form 8-K (Exhibit 10.1)
+Added: (Exhibit 10.1)
August 4, 2025
1 unchanged sentence
in favor of The Kingdom of Tonga
−Removed: Form 8-K (Exhibit 10.2)
+Added: (Exhibit 10.2)
August 4, 2025
+Added: TMC the metals company Inc.
+Added: 2021 Incentive Equity Plan, as amended through August 28, 2025
+Added: (Exhibit 10.1)
+Added: August 28, 2025
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
10 unchanged sentences
The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
+Added: + Denotes 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.
2 unchanged sentences
TMC THE METALS COMPANY INC.
−Removed: August 14, 2025
+Added: November 13, 2025
/s/ Gerard Barron
1 unchanged sentence
Chief Executive Officer
−Removed: August 14, 2025
+Added: November 13, 2025
/s/ Craig Shesky
1 unchanged sentence
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.