Form 8-K

8-K — TMC the metals Co Inc.

Accession: 0001104659-26-067275

Filed: 2026-05-28

Period: 2026-05-26

CIK: 0001798562

SIC: 1000 (METAL MINING)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2615882d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2615882d1_ex99-1.htm)

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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):

May 26, 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 ¨

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 7.01.

Regulation FD Disclosure.

On May 28, 2026, the

Company issued a press release announcing that the U.S. National Oceanic and Atmospheric Administration has formally certified the USA

B exploration license application submitted by the Company’s subsidiary, The Metals Company USA LLC, under the Deep Seabed Hard

Mineral Resources Act. The press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and incorporated

into this Item 7.01 by reference.

The information in this Item

7.01 of 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 this Current Report on Form 8-K (including Exhibit 99.1),

this Current Report on Form 8-K (including Exhibit 99.1) 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 furnished as Exhibit 99.1 to this Current Report on Form 8-K regarding these forward-looking

statements.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release dated May 28, 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: May 28, 2026

By:

/s/ Craig Shesky

Name:

Craig Shesky

Title:

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2615882d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

NOAA Certifies TMC USA’s USA B Exploration

License Application

· Certification represents a key milestone in the regulatory approval process

for TMC USA’s exploration license application

· The Company’s USA B application area covers ~122,000 km2

of seafloor containing an estimated 1.02 billion tonnes of polymetallic nodules with high grades of nickel, cobalt, copper and manganese,

and several rare earth elements

· NOAA will now begin preparation of an Environmental Impact Statement (EIS)

for TMC USA's planned exploration activities in the USA B area

· The certification follows NOAA’s recent determination that TMC USA's

consolidated application for an exploration license and a commercial recovery permit for the USA A area is in full compliance with the

requirements of the Deep Seabed Hard Mineral Resources Act (DSHMRA) and its implementing regulations

NEW YORK, May 28, 2026 (GLOBE NEWSWIRE) -- 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 announced that the USA B exploration license application

submitted by its U.S. subsidiary, The Metals Company USA LLC (TMC USA), had been formally certified by the U.S. National Oceanic and Atmospheric

Administration (NOAA).

The USA B application area covers ~122,000

km2 of seafloor and hosts an estimated 1.02 billion tonnes of polymetallic nodules based upon TMC’s Technical

Report Summary for the Initial Assessment published in August 2025. In addition to the USA B exploration license application, TMC

USA is also advancing a consolidated application for an exploration license and commercial recovery permit for the USA A area, which

was submitted to NOAA on January 22, 2026, and later determined to be fully compliant on April 28, 2026.

Gerard Barron, CEO and Chairman of The Metals Company commented: “Today’s

certification of our USA B exploration license application marks another important milestone in NOAA’s transparent, rules-based

process and we look forward to the development and publication of an EIS. Exploration is a critical step to unlocking the transformative

potential of the untapped nodule resource for the United States.”

Certification represents a key step in a steady cadence of expected

regulatory milestones:

· NOAA is expected to soon publish a Notice of Intent to Prepare an Environmental

Impact Statement, followed by the development and then publication for public comment of a draft EIS and draft Terms, Conditions and Restrictions

(TCRs) for TMC USA’s proposed exploration activities on the USA B area

· Following the public comment period, the EIS will be finalized and NOAA will

make a final determination on the issuance of the license and its associated TCRs

The Company and its partners have conducted

over a decade of scientific research, environmental data collection, and offshore engineering, building one of the most comprehensive

datasets ever assembled on polymetallic nodules and their surrounding ecosystems. To date, independent academics have published 37 peer-reviewed

studies based upon the Company’s dataset. Earlier this year, the Company began sharing key findings from its Environmental Impact

Assessment publicly as part of two new video series, highlighting how its dataset addresses environmental concerns and how innovation

has reduced its environmental footprint. The exploratory activities outlined as part of TMC USA’s USA B exploration license application

are expected to generate significant new data and, with all academics involved free to publish, the Company anticipates that hundreds

more papers will be published over the coming months and years.

NOAA has played a central role in advancing scientific understanding

of deep seabed mining impacts since the 1970s, including conducting environmental research cruises in the CCZ, monitoring early nodule

collection trials, and publishing a Programmatic Environmental Impact Statement covering the CCZ in 1981. The agency issued comprehensive

DSHMRA implementing regulations in 1981 (exploration licenses) and 1989 (commercial recovery permits) and has maintained an active licensing

program since that time, with multiple exploration licenses renewed on a five-year basis.

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 exploration and commercial recovery of seafloor polymetallic nodules under the U.S. regulatory

regime; the anticipated publication of a Notice of Intent to Prepare an EIS, followed by the development and publication for public comment

of a draft EIS and draft Terms, Conditions and Restrictions for TMC USA’s proposed exploration activities on the USA B area; the

finalization of the EIS and NOAA’s final determination on whether to issue the exploration license; the estimated resource potential

of the USA B area; the expectation that exploratory activities under the USA B exploration license will generate significant new scientific

data and that additional peer-reviewed papers will be published based on that data; and the Company’s expectation that certification

of the USA B exploration license application, together with the progression of the USA A consolidated application, advances TMC USA’s

broader strategy to unlock the full potential of its U.S. nodule resource. 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, NOAA’s review of the USA B exploration license application and any

determinations made during that review, including with respect to the scope of any exploration license that may ultimately be granted;

the outcome and timing of regulatory reviews by NOAA under DSHMRA; the ability to obtain permits from the U.S. government; changes in

environmental, mining and other applicable laws and regulations; risks related to strategic partnerships and technology sharing; uncertainties

relating to the accuracy of resource estimates; 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,

2025, filed with the U.S. Securities and Exchange Commission on March 31, 2026, and in the Company’s Quarterly Report on Form 10-Q

for the quarter ended March 31, 2026, filed on May 14, 2026, and in subsequent Current Reports on Form 8-K filed with the

SEC. 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.

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