Form 8-K - Current report

 

 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT 

Pursuant to Section 13 OR 15(d) of the 

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 16, 2024

 

 

TMC THE METALS COMPANY INC.

(Exact name of registrant as specified in its charter)

 

 

British Columbia, Canada	001-39281	Not Applicable
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

 

1111 West Hastings Street, 15th Floor Vancouver, BC		V6E 2J3
(Address of principal executive  offices)		(Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

Not applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
TMC Common Shares without par value		TMC		The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one TMC Common Share, each at an exercise price of $11.50 per share		TMCWW		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 1.01.

Entry into a Material Definitive Agreement.

 

On August 16, 2024, in furtherance of TMC the metals company Inc.’s (the “Company”) previously disclosed agreement in principle with Allseas Group S.A. (“Allseas”), the Company entered into the Third Amendment to the Unsecured Credit Facility with Argentum Cedit Virtuti GCV, a company related to Allseas, to increase the borrowing limit of the Unsecured Credit Facility to $27.5 million in the aggregate. Under the terms of the Third Amendment, the borrowing limit will return to $25 million in the aggregate upon certain financing events. 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 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth in Item 1.01 is incorporated into this Item 2.03 by reference.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
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
104		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.

 

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 hereunto duly authorized.

 

	TMC THE METALS COMPANY INC.
Date: August 16, 2024	By:	/s/ Craig Shesky
	Name:	Craig Shesky
	Title:	Chief Financial Officer

 

1 

 

Exhibit 10.1

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT
IS NOT MATERIAL AND OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR
CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN OMITTED.

 

THIRD Amendment to the UNSECURED credit facility 

 

THIS THIRD AMENDMENT is dated August 16, 2024 between:

 

TMC THE METALS COMPANY INC., a company organized under the laws of British Columbia, Canada (“TMC”)

 

and

 

ARGENTUM CEDIT VIRTUTI GCV, a corporation organized under the laws of Belgium and the parent of Allseas Investments S.A. (“Argentum”)

 

RECITALS

 

WHEREAS TMC and Argentum entered into an Unsecured Credit Facility Agreement on March 22, 2023 (the “UCF”), which was amended on July 31, 2023 and March 22, 2024.

 

AND WHERAS the parties wish to further amend the UCF, as amended, as set forth below.

 

NOW THEREFORE, THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants, agreements, representations and warranties herein contained and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party), the parties to this Agreement covenant and agree as follows:

 

1.

Definitions. Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the UCF, as amended.

 

2.

Amendments. The UCF, as amended, is hereby further amended as follows:

 

2.1.

The reference to “USD $25,000,000 (the “Principal Amount”)” in the first whereas clause in the UCF shall be replaced with the following: “the Principal Amount (as defined below)”.

 

2.2.

Section 1.1.15 shall be replaced in its entirety with the following: “Principal Amount” means the principal amount advanced and outstanding under this Agreement from time to time, being up to a maximum of USD 27,500,000, and which may be reduced by any Prepayment Amount in accordance with Section 2.8; provided, however, such maximum amount shall be reduced to USD 25,000,000 (which may be reduced by any Prepayment Amount in accordance with Section 2.8) upon TMC’s [***] financing [***]. Notwithstanding anything to the contrary set forth in this Agreement, any outstanding principal in excess of the Principal Amount so reduced by the proviso in the previous sentence shall be promptly repaid with any accrued and unpaid interest thereon, provided, however, such repayment shall not be considered a Prepayment Amount and shall not further reduce the Principal Amount in accordance with Section 2.8.

 

 

 

 

2.3.

Section 1.1.16 shall be replaced in its entirety with the following: “Underutilization Fee” means a fee equal to 4% per annum of any amount of the then current maximum Principal Amount, being $27,500,000 or $25,000,000, as the case may be, less any drawn amounts.

 

3.

Entire Agreement. This Amendment shall be read together with the UCF, as amended, as a single agreement, and together constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof. Each Party agrees to execute, acknowledge and deliver such further instructions, and to do all such other acts, as may be necessary or appropriate in order to carry out the purposes and intent of this Amendment. This Amendment may be executed in multiple originals, each of which shall be considered an original for all purposes and, collectively, shall be considered to constitute this Amendment. Signatures transmitted by facsimile or in a Portable Document Format (pdf) may be considered an original for all purposes, including, without limitation, the execution of this Amendment and enforcement of this Amendment. This Amendment shall prevail in case of any conflict with the UCF, as previously amended.

 

[The remainder of this page is intentionally left blank.]

 

 

 

 

IN WITNESS WHEREOF the parties have executed this Amendment this 16th day of August 2024.

 

	TMC THE METALS COMPANY INC.
	By:	/s/ Gerard Barron
		Name:	Gerard Barron
		Title:	Chief Executive Officer

 

	ARGENTUM CEDIT VIRTUTI GCV
	By:	/s/ Edward Heerema
		Name:	Edward Heerema
		Title:	Zaakvoerder

 

 

 

Cover	Aug. 16, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 16, 2024
Entity File Number	001-39281
Entity Registrant Name	TMC the metals Co Inc.
Entity Central Index Key	0001798562
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	A1
Entity Address, Address Line One	1111 West Hastings Street
Entity Address, Address Line Two	15th Floor
Entity Address, City or Town	Vancouver
Entity Address, State or Province	BC
Entity Address, Postal Zip Code	V6E 2J3
City Area Code	574
Local Phone Number	252-9333
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
T M C Common Shareswithoutparvalue [Member]
Document Information [Line Items]
Title of 12(b) Security	TMC Common Shares without par value
Trading Symbol	TMC
Security Exchange Name	NASDAQ
Redeemablewarrantseachwholewarrantexercisableforone T M C Common Shareeachatanexercisepriceofdollar 1150pershare [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one TMC Common Share, each at an exercise price of $11.50 per share
Trading Symbol	TMCWW
Security Exchange Name	NASDAQ

---