Form 8-K
8-K — TMC the metals Co Inc.
Accession: 0001104659-26-035748
Filed: 2026-03-27
Period: 2026-03-27
CIK: 0001798562
SIC: 1000 (METAL MINING)
Item: Results of Operations and Financial Condition
Item: Financial Statements and Exhibits
Documents
8-K — tm269884d4_8k.htm (Primary)
EX-99.1 — EXHIBIT 99.1 (tm269884d4_ex99-1.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K — FORM 8-K
8-K (Primary)
Filename: tm269884d4_8k.htm · Sequence: 1
false
0001798562
TMC the metals Co Inc.
00-0000000
0001798562
2026-03-27
2026-03-27
0001798562
TMC:TMCCommonShareswithoutparvalueMember
2026-03-27
2026-03-27
0001798562
TMC:RedeemablewarrantseachwholewarrantTMCCommonShareeachatanexercisepriceofdollar1150pershareMember
2026-03-27
2026-03-27
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
March 27, 2026
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, British Columbia
(Address of principal executive
offices)
V6E 2J3
(Zip Code)
Registrant’s telephone number, including
area code: (888) 458-3420
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 2.02.
Results of Operations and Financial Condition.
On March 27, 2026, TMC
the metals company Inc. (the “Company”) issued a press release announcing its results for the fourth quarter and full year
ended December 31, 2025 and providing a business update. A copy of the press release is furnished as Exhibit 99.1 hereto.
The information in this Current
Report on Form 8-K (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as expressly set forth by specific reference in such a filing.
Cautionary Note Regarding
Forward-Looking Statements. Except for historical information contained in the press release attached as an exhibit hereto, the press
release contains forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially
from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking
statements.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
99.1
Press Release dated March 27, 2026
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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: March 27, 2026
By:
/s/ Craig Shesky
Name:
Craig Shesky
Title:
Chief Financial Officer
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: tm269884d4_ex99-1.htm · Sequence: 2
Exhibit 99.1
TMC Announces Fourth Quarter and
Full Year 2025 Results
NEW YORK, March. 27, 2026 — TMC
the metals company Inc. (Nasdaq: TMC) (“TMC” or “the Company”), a leading developer of the world’s largest
resource of critical metals essential to energy, defense, manufacturing and infrastructure, today provided a corporate update
and fourth quarter and full year financial results for the period ending December 31, 2025.
Fourth Quarter and Full Year 2025 Financial Highlights
• Total
cash of approximately $117.6 million at December 31, 2025
• $11.4
million cash used in operations for the quarter ended December 31, 2025
• Operating
loss of $44.7 million, net loss of $40.4 million and net loss per share of $0.08 for the quarter ended December 31, 2025
Exclusive Negotiations Underway for Nodule Processing &
Refining Hub in Brownsville, Texas
• Exclusive
negotiations for 1,466 acres with the Port of Brownsville
• Intended
land use is to develop an integrated nodule processing and refining facility for American
nodule industry with optionality to process other feedstocks
• Preliminary
Master Plan for a 12 Mtpa facility developed and prefeasibility study under way
• As
the only American nodule developer to have designed and tested nodule processing and refining
technology at scale, TMC USA is spearheading this potential
development along with its consortium partners
• No capital commitments made by TMC USA, and investment decision is conditional on U.S. government support
• In addition, capital-light tolling option still being fully explored in Japan
Strategic Partnership with Mariana Minerals
• Following a non-binding MOU signed in April 2025, TMC USA signed a Strategic Partnership Agreement earlier this month with
Mariana Minerals, a software-first mineral developer with operations in San Francisco, Texas and Utah
• The
initial focus of the partnership is to conduct a feasibility study for a staged development
of a nodule processing and refining facility in Brownsville, Texas, and develop AI-enabled
process controls for such a facility
Gerard Barron, Chairman & CEO, commented: “In my
time leading TMC, I’ve never felt better about our pathway to production because of our financial, strategic, and
permitting position. 2025 was a transformative year for our business — we pivoted to a clear U.S. permitting pathway, saw
strong policy support for our industry through the Administration’s Executive Order and new consolidated application
regulations from NOAA, welcomed several strategic partners and investors including Korea Zinc and the Hess family, and delivered the
world’s first Pre-Feasibility Study for an integrated polymetallic nodule project demonstrating commercial viability. We ended
the year with $162 million in liquidity including undrawn, unsecured credit facilities and expect to report around $154 million of
liquidity at March 31, 2026.
In 2025, we established a new roadmap for our company and our industry.
In 2026, we are focusing on accelerated execution. We believe our new consolidated application can deliver a commercial recovery permit
faster than had we followed a sequential process. NOAA’s determination of substantial compliance was a significant milestone. Our
next key milestones are expected to be full compliance and certification, as well as an Environmental Impact Statement for our consolidated
application.
Our confidence in our ability to secure the permit within a year is
high, so we are not waiting to move forward toward production and expect to complete our updated commercial agreement with Allseas in
the coming days.
To unleash offshore minerals, we must also solve for domestic processing
and refining—with last year’s Executive Order tasking several government agencies to explore and support domestic processing.
While we are not committing to domestic onshore capital expenditures at this time, we are exploring all available options which will include
our capital-light, tolled processing options, along with progressing the prerequisites required to unlock U.S. government support for
a domestic processing and refining hub for our industry, including site-specific planning and feasibility work.
To that end, last year we secured an
exclusive right over a potential land lease option in the Port of Brownsville, Texas, near where plans have recently been announced
supported by this Administration for the first new U.S. oil refinery in decades — underscoring the broader momentum behind
strengthening American industrial capacity. We’ve developed a preliminary master plan and a Pre-Feasibility Study is already
under way for a 12 Mtpa industry park, with the ultimate decision likely to be conditional on financial support from this
Administration. We have also partnered with Mariana Minerals to support feasibility studies and planning in Brownsville as part of our owner’s team.
Founded by a team with decades of experience from Tesla, Exxon and BASF, Mariana brings a software-driven, AI-enabled approach to
project development and metallurgical processing — reflecting the more tech-driven, capital-efficient model we believe is
required to reindustrialize processing capacity in the United States. We believe TMC is well positioned to play a leading role as
this industry moves into commercial production, both offshore and onshore.”
Operational Highlights
Exclusivity on Lease Option for Site in Brownsville, Texas
TMC USA currently holds an exclusive right of
negotiation with the Port of Brownsville on a lease and / or lease option for land sufficient
to develop a domestic nodule processing and refining ecosystem for TMC USA and other American nodule developers, with the ultimate decision
conditional on U.S. government support. The option on a 50-year lease covers a total of 1,466 acres of land at the Port
of Brownsville, in two separate land parcels (735 acres on the Brownsville Shipping Channel and an adjacent 731
acres). There is currently no financial commitment required of TMC USA.
Strategic Partnership with Mariana Minerals
On March 19, 2026, TMC signed
a Strategic Partnership Agreement with Mariana Minerals (“Mariana”) focusing on the potential development of the
nodule processing and refining facility in the Port of Brownsville as part of TMC’s owner’s team. Mariana brings an AI,
software-first approach to the permitting, construction and operation of critical mineral projects: fast-tracked capital project
execution, which enabled Tesla to build its Lithium plant in Texas in <20 months and is core to how SpaceX and other
cutting-edge businesses operate, can be even further accelerated via a software-first approach and offers a faster, more modern
pathway to re-industrialization.
Upcoming Trading of The Metals Royalty Co. (TMCR) on the Nasdaq
In April 2026, The Metals Royalty Co. is expected to begin public
trading (Nasdaq: TMCR). TMCR has a 2.0% Gross Overriding Royalty (GORR) on the NORI area from a 2023 transaction which was previously
announced. As part of the agreement, TMC was granted an equity stake currently representing ~25% ownership in TMCR. TMC retains the right
to repurchase up to 75% of the NORI Royalty at an agreed capped return, exercisable in two transactions, between the second and the tenth
anniversary of the agreement. If both repurchase transactions are executed, TMCR’s remaining gross overriding royalty on the NORI
project revenue will be 0.5%. TMCR is anchored by Michael Hess (TMC board member) and Brian Paes-Braga (former DeepGreen board member)
and is related to Low Carbon Royalties (LCR) which signed an agreement with TMC in 2023.
NOAA Determines TMC USA’s Consolidated Deep-Seabed Mining
Application is in Substantial Compliance
On March 9, 2026, the National Oceanic and Atmospheric Administration
(NOAA) determined that the consolidated application by our subsidiary, TMC USA, for an exploration license and commercial recovery permit
under the Deep Seabed Hard Mineral Resources Act (DSHMRA) is in substantial compliance with the requirements of the Act and its implementing
regulations, marking a key step in the U.S. regulatory and permitting process.
TMC USA Files First Consolidated Deep-Seabed Mining Application, Increasing
Expected Commercial Recovery Permit Area to 65,000 km2
On January 22, 2026, we announced that TMC USA had submitted
a consolidated application to NOAA for an exploration license and a commercial recovery permit for polymetallic nodules in international
waters of the Clarion Clipperton Zone (CCZ) in the Pacific Ocean. The application represents the first consolidated exploration license
and commercial recovery permit application submitted under NOAA’s new consolidated application and review process and increases
the commercial recovery area from ~25,000 to ~65,000 km2, with an estimated resource of 619 million tonnes (Mt) of wet nodules and a
potential exploration upside of an additional 200 Mt. TMC USA was able to apply under NOAA’s new consolidated process because it
can demonstrate the scientific, technical and financial capability to pursue commercial recovery activities expeditiously.
Industry Update
TMC Welcomes NOAA Rule Modernizing Deep-Seabed Mining Permits
for U.S. Companies in the High Seas
On January 21, 2026, we welcomed the new rule issued by
NOAA updating regulations governing deep-seabed mineral exploration and commercial recovery. Final rule establishes a consolidated
application and review process under DSHMRA, allowing companies that have completed the necessary exploration, environmental, and technological
development work to rely on exploration-phase data in commercial recovery applications, reducing duplication and improving regulatory
efficiency.
U.S. and Japan to Accelerate ‘Commercially Viable Deep-Sea
Mining’
On March 19, 2026, the United States and Japan agreed upon a
new critical minerals action plan aimed at strengthening supply chain resilience, a core component of which is the acceleration of research
and development into ‘commercially viable’ deep-sea mining. TMC remains the only company to have demonstrated commercial
viability through SEC-compliant mineral reserves.
Financial Results Overview
At December 31, 2025, we held cash of approximately $117.6 million.
We believe that our total liquidity including cash and borrowing availability under our credit facility with ERAS Capital LLC and Mr. Barron,
will be sufficient to meet our working capital and capital expenditure commitments for at least the next twelve months from today.
We reported a net loss of approximately $40.4 million, or $0.08 per
share for the quarter ended December 31, 2025, compared to net loss of $16.1 million, or $0.04 per share, for the quarter ended December 31,
2024. Exploration and evaluation expenses during the quarter ended December 31, 2025 were $10.6 million compared to $8.3 million
for the quarter ended December 31, 2024. The increase in the exploration and evaluation expenses in the fourth quarter of 2025 of
$2.3 million was primarily due to an increase in share-based compensation due to the accelerated amortization of awards granted in the
third quarter of 2025, partially offset by a decrease in mining, technological and process development expenses resulting from decreased
engineering work.
General and administrative expenses were $34.1 million for the quarter
ended December 31, 2025 compared to $8.1 million for the quarter ended December 31, 2024, reflecting an increase in share-based
compensation due to the accelerated amortization of awards granted to directors and officers in the third quarter of 2025, and an increase
in legal, consulting and personnel costs.
We reported a net loss for the year ended December 31, 2025 of
$319.8 million, or $0.83 per share, compared to net loss of $81.9 million, or $0.25 per share, for the year ended December 31, 2024.
The 2025 results include an increase in the value of NORI’s royalty liability of $131 million following the release of two economic
studies in August 2025 which increased the value of the project, as well as a non-recurring charge of $38 million for the fair value of warrants
issued under revised sponsorship agreements with Nauru and Tonga signed in 2025. Exploration and evaluation expenses during the year ended
December 31, 2025 were $40.3 million compared to $50.6 million for the year ended December 31, 2024. General and administrative
expenses in 2025 were $99.8 million compared to $30.6 million in 2024. The increase in 2025 reflects additional share-based compensation
attributable to the accelerated amortization of awards granted to directors and officers in the third quarter of 2025, due to the early
vesting of the awards reflecting an increase in the Company’s share price. The higher share price resulted with an increase in fair
value of the warrants liability of $12.4 million.
Conference Call
We will hold a conference call today at 8:00 a.m. EDT to provide
an update on recent corporate developments, fourth quarter and full year 2025 financial results and upcoming milestones.
Fourth
Quarter and Full Year 2025 Conference Call Details
Date:
Friday, March 27, 2026
Time:
8:00 am EDT
Audio-only Dial-in:
Register
Here
Virtual webcast w/ slides:
Register
Here
Please register with the links above at least ten minutes prior to
the conference call. The virtual webcast will be available for replay in the ‘Investors’ tab of the Company’s website
under ‘Investors’ > ‘Media’ > ‘Events and Presentations’, approximately two hours after the
event.
About The Metals Company
The Metals Company is a developer of
lower-impact critical metals from seafloor polymetallic nodules, on a dual mission: (1) supply metals for energy, defense, manufacturing
and infrastructure with net positive impacts compared to conventional production routes and (2) trace, recover and recycle the metals
we supply to help create a metal commons that can be used in perpetuity. The Company has conducted more than a decade of research into
the environmental and social impacts of offshore nodule collection and onshore processing. More information is available at www.metals.co.
Contacts
Media | media@metals.co
Investors | investors@metals.co
Forward Looking Statements
This press release contains “forward-looking”
statements and information within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be
identified by words such as “believes,” “could,” “expects,” “may,”
“plans,” “possible,” “potential,” “will” and variations of these words or similar
expressions, although not all forward-looking statements contain these words. Forward-looking statements in this press release
include, but are not limited to, statements with respect to the Company’s strategy to pursue commercial recovery of seafloor
polymetallic nodules under the U.S. regulatory regime; the outcome and timing of regulatory reviews of its applications submitted
pursuant to the Deep Seabed Hard Mineral Resources Act of 1980 (DSHMRA); the progression of the Company’s applications through
NOAA’s certification process and expected review timelines; the expected use of proceeds from the Company’s 2025
financings and other capital sources; the timing and success of environmental assessments, feasibility studies, technical and
processing trials; the potential economic outcomes described in the Company’s Pre-Feasibility Study and Initial Assessment;;
the belief that our cash balance will be sufficient to meet our working capital and capital expenditure commitments for at least the
next twelve months from the date of this press release; the Company’s operational and financial plans, including the potential
development of a commercial-scale offshore nodule collection system and related onshore processing facilities; and the
Company’s plans relating to downstream logistics, processing and refining, including site selection and development activities
in Brownsville, Texas, and engagement with third-party partners. The Company may not actually achieve the plans, intentions or
expectations disclosed in these forward-looking statements, and you should not place undue reliance on these forward-looking
statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these
forward-looking statements as a result of various factors, including, among other things: the outcome and timing of regulatory
reviews by NOAA under DSHMRA; the ability to obtain an exploitation contract from the ISA or permits from the U.S. government; risks
related to the Company’s dual-path permitting strategy; changes in environmental, mining and other applicable laws and
regulations; the timing and results of environmental assessments and technical studies; the development, testing and scaling of
offshore collection systems; risks related to strategic partnerships and technology sharing; uncertainties relating to processing
nodules at commercial scale; metals price volatility; the sufficiency of the Company’s cash and ability to secure additional
financing on acceptable terms or at all; dependence on third parties, including Allseas Group S.A. and PAMCO, including the ability
to successfully finalize, execute and perform under definitive agreements with such parties on expected terms or at all; the outcome of
any pending or future litigation; and other risks and uncertainties described in greater detail in the section entitled “Risk
Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the U.S.
Securities and Exchange Commission (SEC) on March 27, 2025, and in subsequent Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K filed with the SEC, including the Company’s Quarterly Reports on Form 10-Q for the quarter ended
March 31, 2025 filed on May 14, 2025, and for the quarter ended June 30, 2025 filed on August 14, 2025. Any
forward-looking statements contained in this press release speak only as of the date hereof, and the Company expressly disclaims any
obligation to update any forward-looking statements contained herein, whether because of any new information, future events, changed
circumstances or otherwise, except as otherwise required by law.
FINANCIAL INFORMATION
TMC the metals company Inc.
Consolidated Balance Sheets
(in thousands of US Dollars, except share amounts)
(Unaudited)
As at
December 31,
2025
As at
December 31,
2024
ASSETS
Current
Cash
$ 117,633
$ 3,480
Receivables and prepayments
3,049
1,851
120,682
5,331
Non-current
Exploration assets
42,951
42,951
Right of use asset
1,907
3,814
Equipment
519
771
Software
2,125
1,928
Investments
13,447
8,203
60,949
57,667
TOTAL ASSETS
$ 181,631
$ 62,998
LIABILITIES
Current
Accounts payable and accrued liabilities
46,048
42,754
Short-term debt
-
11,775
Warrants liability
13,351
-
59,399
54,529
Non-current
Deferred tax liability
10,675
10,675
Royalty liability
145,000
14,000
Warrants liability
-
912
155,675
25,587
TOTAL LIABILITIES
$ 215,074
$ 80,116
EQUITY
Common shares (unlimited shares, no par value – issued: 422,966,333 (December 31, 2024 – 340,708,460))
681,343
477,217
Additional paid in capital
237,696
138,303
Accumulated other comprehensive loss
(1,203 )
(1,203 )
Deficit
(951,279 )
(631,435 )
TOTAL EQUITY
(33,443 )
(17,118 )
TOTAL LIABILITIES AND EQUITY
$ 181,631
$ 62,998
TMC the metals company Inc.
Consolidated Statements of Loss and Comprehensive Loss
(in thousands of US Dollars, except share and per share amounts)
(Unaudited)
For the year ended
December 31,
2025
For the year ended
December 31,
2024
Operating expenses
Exploration and evaluation expenses
$ 40,282
$ 50,643
General and administrative expenses
99,772
30,644
Operating loss
140,054
81,287
Other items
Nauru and Tonga warrant costs
38,056
-
Change in fair value of royalty liability
131,000
-
Equity-accounted investment loss (gain)
(287 )
226
Gains on dilutions of investment
(5,649 )
-
Loss on termination of contract
-
199
Change in fair value of warrant liability
12,439
(1,057 )
Foreign exchange loss (gain)
3,665
(1,186 )
Interest income
(2,793 )
(176 )
Fees and interest on borrowings and credit facilities
3,215
2,602
Loss and comprehensive loss for the year, before tax
$ 319,700
$ 81,895
Tax Expense
144
48
Loss and comprehensive loss for the year
$ 319,844
$ 81,943
Loss per share
- Basic and diluted
$ 0.83
$ 0.25
Weighted average number of common shares outstanding
– basic and diluted
384,512,470
321,875,050
TMC the metals company Inc.
Consolidated Statements of Changes in Equity
(in thousands of US Dollars, except share amounts)
(Unaudited)
Common Shares
Additional
Paid in
Accumulated
Other
Comprehensive
For the year ended December 31, 2025
Shares
Amount
Capital
Loss
Deficit
Total
January 1, 2025
340,708,460
$ 477,217
$ 138,303
$ (1,203 )
$ (631,435 )
$ (17,118 )
Issuance of shares and warrants to Korea Zinc
19,623,376
71,686
13,432
-
-
85,118
Issuance of shares and warrants under 2025 Registered Direct Offering, net of expenses
12,333,333
24,149
12,548
-
-
36,697
Issuance of shares and warrants under 2024 Registered Direct Offering, net of expenses
5,000,000
2,237
2,763
-
-
5,000
Shares issued from At-the-Market Equity Distribution Agreement
7,542,996
14,784
-
-
-
14,784
Exercise of Class A warrants
1,913,270
5,539
(1,712 )
-
-
3,827
Exercise of Class B warrants
8,433,096
17,024
(7,224 )
-
-
9,800
Exercise of Class C warrants
2,330,000
12,838
(2,353 )
-
-
10,485
Conversion of restricted share units, net of shares withheld for taxes
20,296,128
41,355
(41,355 )
-
-
-
Exercise of stock options
4,746,546
14,423
(11,410 )
-
-
3,013
Share purchase under Employee Stock Purchase Plan
39,128
91
(24 )
-
-
67
Nauru and Tonga warrant cost
-
-
38,056
-
-
38,056
Share-based compensation and expenses settled with equity
-
-
96,672
-
-
96,672
Loss for the period
-
-
-
-
(319,844 )
(319,844 )
December 31, 2025
422,966,333
$ 681,343
$ 237,696
$ (1,203 )
$ (951,279 )
$ (33,443 )
Common Shares
Additional
Paid in
Accumulated
Other
Comprehensive
For the year ended December 31, 2024
Shares
Amount
Capital
Loss
Deficit
Total
January 1, 2024
306,558,710
$
438,239
$
122,797
$
(1,216
)
$
(548,902
)
$
10,918
Shares and warrants issued under 2024 Registered Direct Offering, net of expenses
19,400,000
17,190
6,023
-
-
23,213
Adjustment to Class A warrant
-
-
590
-
(590
)
-
Conversion of restricted share units, net of shares withheld for taxes
10,734,581
14,954
(14,954
)
-
-
-
Shares issued as per At-the-Market Equity Distribution Agreement
3,251,588
4,866
-
-
-
4,866
Exercise of stock options
715,772
1,891
(1,428
)
-
-
463
Share purchase under Employee Stock Purchase Plan
47,809
77
(38
)
-
-
39
Share-based compensation and expenses settled with equity
-
-
25,313
-
-
25,313
Foreign currency translation adjustment
-
-
-
13
-
13
Loss for the year
-
-
-
-
(81,943
)
(81,943
)
December 31, 2024
340,708,460
$
477,217
$
138,303
$
(1,203
)
$
(631,435
)
$
(17,118
)
TMC the metals company
Inc.
Consolidated Statements of Cash Flows
(in thousands of US Dollars)
(Unaudited)
For the year ended December 31,
2025
2024
Cash provided by (used in)
Operating activities
Loss for the year
$ (319,844 )
$ (81,943 )
Items not affecting cash:
Nauru and Tonga warrant costs
38,056
-
Amortization
252
362
Lease expense
1,907
1,907
Accrued interest on credit facilities
-
416
Share-based compensation and expenses settled with equity
96,672
25,313
Equity-accounted investment loss (gain)
(287 )
226
Gain on dilution of investment
(5,649 )
-
Change in fair value of royalty liability
131,000
-
Change in fair value of warrants liability
12,439
(1,057 )
Loss on termination of contract
-
199
Unrealized foreign exchange
3,483
(1,222 )
Interest paid on amounts drawn from credit facilities and short-term debt
(823 )
(73 )
Corporate income taxes paid during the year
(93 )
(34 )
Changes in working capital:
Receivables and prepayments
(1,198 )
127
Accounts payable and accrued liabilities
1,234
12,311
Net cash used in operating activities
(42,851 )
(43,468 )
Investing activities
Proceeds from investee distribution
692
-
Acquisition of equipment and software
(245 )
(515 )
Net cash provided by (used in) investing activities
447
(515 )
Financing activities
Proceeds from Korea Zinc Private Placement
85,118
-
Proceeds from Registered Direct Offerings
42,000
23,900
Expenses paid for Registered Direct Offerings
(734 )
(357 )
Proceeds from Shares issued from At-the-Market Equity Distribution Agreement
14,784
4,866
Proceeds from exercise of Class A warrants
3,827
-
Proceeds from exercise of Class B warrants
9,800
-
Proceeds from exercise of Class C warrants
10,485
-
Proceeds from drawdown of Credit Facilities
-
4,275
Repayment of drawn amount on credit facilities
(4,275 )
-
Proceeds from Drawdown of Allseas Short-Term Debt
-
2,000
Repayment of Allseas Short-Term Debt
-
(2,000 )
Proceeds from drawdown of Allseas Working Capital Loan Agreement
-
7,500
Repayment of Allseas Working Capital Loan
(7,500 )
-
Proceeds from Employee Stock Purchase Plan
67
39
Proceeds from exercise of stock options
3,013
463
Net cash provided by financing activities
156,585
40,686
Increase/(Decrease) in cash
$ 114,181
$ (3,297 )
Impact of exchange rate changes on cash
(28 )
(65 )
Cash - beginning of year
3,480
6,842
Cash - end of year
$ 117,633
$ 3,480
XML — IDEA: XBRL DOCUMENT
XML
Filename: R1.htm · Sequence: 8
v3.26.1
Cover
Mar. 27, 2026
Document Type
8-K
Amendment Flag
false
Document Period End Date
Mar. 27, 2026
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
888
Local Phone Number
458-3420
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]
Title of 12(b) Security
TMC Common Shares without par value
Trading Symbol
TMC
Security Exchange Name
NASDAQ
Redeemablewarrantseachwholewarrant T M C Common Shareeachatanexercisepriceofdollar 1150pershare [Member]
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
X
- Definition
Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
No definition available.
+ Details
Name:
dei_AmendmentFlag
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Area code of city
+ References
No definition available.
+ Details
Name:
dei_CityAreaCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
No definition available.
+ Details
Name:
dei_DocumentPeriodEndDate
Namespace Prefix:
dei_
Data Type:
xbrli:dateItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
No definition available.
+ Details
Name:
dei_DocumentType
Namespace Prefix:
dei_
Data Type:
dei:submissionTypeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Address Line 1 such as Attn, Building Name, Street Name
+ References
No definition available.
+ Details
Name:
dei_EntityAddressAddressLine1
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Address Line 2 such as Street or Suite number
+ References
No definition available.
+ Details
Name:
dei_EntityAddressAddressLine2
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the City or Town
+ References
No definition available.
+ Details
Name:
dei_EntityAddressCityOrTown
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Code for the postal or zip code
+ References
No definition available.
+ Details
Name:
dei_EntityAddressPostalZipCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the state or province.
+ References
No definition available.
+ Details
Name:
dei_EntityAddressStateOrProvince
Namespace Prefix:
dei_
Data Type:
dei:stateOrProvinceItemType
Balance Type:
na
Period Type:
duration
X
- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityCentralIndexKey
Namespace Prefix:
dei_
Data Type:
dei:centralIndexKeyItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Indicate if registrant meets the emerging growth company criteria.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityEmergingGrowthCompany
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 7A
-Section B
-Subsection 2
+ Details
Name:
dei_EntityExTransitionPeriod
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
Name:
dei_EntityFileNumber
Namespace Prefix:
dei_
Data Type:
dei:fileNumberItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
Name:
dei_EntityIncorporationStateCountryCode
Namespace Prefix:
dei_
Data Type:
dei:edgarStateCountryItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityRegistrantName
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityTaxIdentificationNumber
Namespace Prefix:
dei_
Data Type:
dei:employerIdItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
Name:
dei_LocalPhoneNumber
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
Name:
dei_PreCommencementIssuerTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
Name:
dei_PreCommencementTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
Name:
dei_Security12bTitle
Namespace Prefix:
dei_
Data Type:
dei:securityTitleItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
dei_
Data Type:
dei:edgarExchangeCodeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
dei_SolicitingMaterial
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
dei_
Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
dei_WrittenCommunications
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=TMC_TMCCommonShareswithoutparvalueMember
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=TMC_RedeemablewarrantseachwholewarrantTMCCommonShareeachatanexercisepriceofdollar1150pershareMember
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type: