United States securities and exchange commission logo
June 21, 2022
Craig Shesky
Chief Financial Officer
TMC the metals Co Inc.
595 Howe Street, 10th Floor
Vancouver, British Columbia
V6C 2T5
Re: TMC the metals Co
Inc.
Amendment No. 1 to
Post-Effective Amendment No. 1 to
Registration
Statement on Form S-1
Filed May 31, 2022
File No. 333-260126
Dear Mr. Shesky:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Post-Effective Amendment No. 1 to Form S-1
General
1. We note that your
filing incorporates by reference the consent of various experts from
those consents provided
with the initial S-1 filing, including that of counsel and of various
"qualified persons"
responsible for portions of your technical reports filed as Exhibit 96.1
and 96.2 on the NORI
Property and TOML Mineral Resource, respectively. Considering
that this
post-effective amendment will have a new date of effectiveness, please revise
to
provide new consents
from all such experts. See Item 601(b)(23) and Item 1302(b)(4)(iv)
of Regulation S-K, as
well as Securities Act Section 7(a), Securities Act Rule 436 and
Securities Act Rule
439.
Craig Shesky
TMC the metals Co Inc.
June 21, 2022
Page 2
Please contact Kevin Dougherty, Staff Attorney, at (202) 551-3271 or Loan
Lauren
Nguyen, Legal Branch Chief, at (202) 551-3642 with any other questions.
Sincerely,
FirstName LastNameCraig Shesky
Division of
Corporation Finance
Comapany NameTMC the metals Co Inc.
Office of Energy &
Transportation
June 21, 2022 Page 2
cc: Jeffrey Cohan
FirstName LastName