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United States securities and exchange commission logo
May 10, 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.
Post-Effective
Amendment No.1 to
Registration
Statement on Form S-1
Filed April 14,
2022
File No. 333-260126
Dear Mr. Shesky:
We have limited our review of your registration statement to
those issues we have
addressed in our 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.
Post-Effective Amendment No.1 to Form S-1 filed April 14, 2022
Legal Proceedings, page 73
1. We note disclosure on
page 7 and in a risk factor on page 21 entitled "We are involved in
litigation that may
adversely affect us, and may not be successful in our litigation related
to non-performing
Private Investment in Public Equity ( PIPE ) investors" in which you
disclose that you
expected to receive approximately $330 million of proceeds in the
private placement that
closed on September 9, 2021 in connection with the Closing (the
PIPE Financing )
but only received $110.3 million due to two investors that failed to
fulfill their funding
obligations under their subscription agreements with you. You further
disclose that you have
initiated litigation against the two non-performing investors in
Craig Shesky
FirstName LastNameCraig Shesky
TMC the metals Co Inc.
Comapany
May NameTMC the metals Co Inc.
10, 2022
May 10,
Page 2 2022 Page 2
FirstName LastName
order to enforce the funding obligations. Please revise to provide
information responsive
to Item 103 of Regulation S-K about these legal proceedings, including
the name of the
court or agency in which the proceedings are pending, the date
instituted, the principal
parties thereto, a description of the factual basis alleged to
underlie the proceedings and
the relief sought. As applicable, please also consider providing
updated disclosures
regarding these proceedings.
Management's Discussion and Analysis Financial Condition and Results of
Operations
Overview, page 101
2. We note that you had increased operating costs in 2021 compared to
what you projected in
the "Certain DeepGreen Projected Financial Information" disclosed in
your Form S-4
(333-255118), and that such projections include capital expenditures
in 2022 and 2023 of
$142 and $297 million, respectively, each greater than your cash and
cash equivalents at
December 31, 2021. Further, we note that in your "Technical Report
Summary---Initial
Assessment of NORI Property" filed as Exhibit 96.1 to your Form S-4,
this report
discloses that NORI expects to spend $237 million on pre-project
activities between 2021
and the date of the investment decision, which is expected June 30,
2023. However, you
disclose on page 109 that you believe that your cash on hand at
December 31, 2021 of
$84.9 million will be sufficient to meet your working capital and
capital expenditure
requirements into the third quarter of 2023. Please disclose the basis
for your belief that
you have sufficient cash to meet your capital requirements into the
third quarter of 2023,
and, discuss any changes to your operating plans, including if you
continue to anticipate
conducting enough pre-project activities to make the decision to mine
on the NORI
Contract Area on or around June 30, 2023. Please update your
disclosure in Liquidity and
Capital Resources, and elsewhere, to provide updated information about
the company s
financial position and further risks to the business operations and
liquidity in light of these
circumstances.
3. In light of the significant number of redemptions and the unlikelihood
that the company
will receive significant proceeds from exercises of the warrants
because of the disparity
between the exercise price of the warrants and the current trading
price of your common
stock, expand your discussion of capital resources to address any
changes in the
company s liquidity position since the business combination. If the
company is likely to
have to seek additional capital, discuss the effect of this offering
on the company s ability
to raise additional capital. Please also update your risk factors
section accordingly.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Craig Shesky
TMC the metals Co Inc.
May 10, 2022
Page 3
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
May 10, 2022 Page 3
cc: Jeffrey Cohan
FirstName LastName