8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) ofthe

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 31, 2022

TMC THE METALS COMPANY INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:

(604) 631-3115

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:

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

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)  The Annual and Special Meeting of Shareholders of TMC the metals company Inc. (the “Company”) was held in a virtual format on May 31, 2022 at 10:00 a.m. EDT (the “Annual Meeting”). At the Annual Meeting, the shareholders of the Company approved the Company’s 2021 Employee Stock Purchase Plan, which provides eligible employees with an opportunity to purchase the Company’s common shares at a discount, on a tax-favored basis, through regular payroll deductions in compliance with Section 423 of the Internal Revenue Code of 1986. There are 5,254,324 common shares reserved for issuance under the 2021 Employee Stock Purchase Plan, which amount is subject to increase or adjustment as set forth in the 2021 Employee Stock Purchase Plan. The Company’s executive officers are eligible to participate in the 2021 Employee Stock Purchase Plan.

The foregoing summary of the 2021 Employee Stock Purchase Plan does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the 2021 Employee Stock Purchase Plan, filed hereto as Exhibit 10.1.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The actions set forth below were taken at the Annual Meeting. Of the Company’s 226,780,843 common shares outstanding and eligible to vote as of the record date of April 4, 2022, a quorum of more than two shareholders representing 141,068,581 shares, or 62.2% of the eligible shares, was present or represented by proxy at the Annual Meeting. Each of the matters set forth below is described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 14, 2022.

Item 9.01. Financial Statements and Exhibits.

(d)            Exhibits.

Exhibit No.         Description

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.