SCHEDULE: Allseas Group Increases Stake in TMC the metals Co Inc.

Allseas Group S.A. and affiliated entities have amended their Schedule 13D filing to reflect an increase in their beneficial ownership of TMC the metals company Inc. common shares.

Summary

• This filing is an amendment to a Schedule 13D, indicating a change in the beneficial ownership of TMC the metals company Inc. (TMC) common shares by several reporting persons, primarily related to Allseas Group S.A. (AGSA).
• AGSA, along with Allseas Investments S.A. (AISA), Argentum Cedit Virtuti NV (ACV), Stichting Administratiekantoor Aequa Lance Foundation (Aequa Lance Foundation), and Edward Heerema, are collectively referred to as the Reporting Persons.
• The filing details the beneficial ownership of TMC common shares by these entities as of July 7, 2026.
• AGSA and AISA may be deemed to beneficially own 66,502,501 shares, representing approximately 15.4% of TMC's outstanding common shares.
• ACV, Aequa Lance Foundation, and Edward Heerema may be deemed to beneficially own 67,502,501 shares, representing approximately 15.6% of TMC's outstanding common shares.
• This ownership includes directly held shares, shares issuable upon exercise of warrants, and shares held by affiliated entities.
• A significant update is the acquisition of 7,305,567 TMC Common Shares by AGSA on July 1, 2026, at a purchase price of $4.66 per share, pursuant to a Contract for Development Work and Commercial Production.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive filing, primarily due to the disclosure of a significant share acquisition by a major shareholder, indicating continued strategic interest and investment in TMC's development.

Positives

• The acquisition of 7,305,567 TMC Common Shares by AGSA at $4.66 per share indicates continued investment and confidence in TMC.
• The reporting persons collectively hold a significant stake (15.4% - 15.6%) in TMC, suggesting a strong strategic interest.
• The acquisition is made under a Contract for Development Work and Commercial Production, implying a direct link to TMC's operational progress.

Negatives

• The filing does not contain any explicit negative financial or operational information about TMC.
• The increase in ownership by a single group could potentially lead to concerns about concentrated control, depending on the overall shareholder base.

Risks

• The shares acquired by AGSA on July 1, 2026, have not been registered under the Securities Act of 1933 and may not be resold in the U.S. without registration or an applicable exemption.
• The percentage of ownership is based on a specific number of outstanding shares as of May 14, 2026, and could change with future issuances or repurchases by TMC.

Future Outlook

The filing primarily concerns current beneficial ownership and recent acquisitions. It does not contain specific forward-looking statements or guidance from TMC the metals company Inc. itself, but the acquisition by AGSA under a development contract suggests a continued operational focus.

Management Comments

• "AGSA is a sophisticated investor and the Issuer's largest strategic shareholder."
• "The TMC Common Shares have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements."

Industry Context

StockSavvy.ai notes that this Schedule 13D amendment reflects a significant ownership stake in a company operating in the critical minerals and metals sector, specifically focusing on deep-sea polymetallic nodule collection. The increased investment by a major shareholder like Allseas Group S.A. signals continued commitment to TMC's project development and potential future production.

Related Party Transactions

• The acquisition of 7,305,567 TMC Common Shares by AGSA on July 1, 2026, at $4.66 per share, pursuant to a Contract for Development Work and Commercial Production between a subsidiary of AGSA and TMC, is a related party transaction.
• The acquisition of shares and warrants by AGSA on August 16, 2023, and May 22, 2025, are also related party transactions.
• The Exclusive Vessel Use Agreement between TMC and Allseas Group S.A. dated August 1, 2023, represents a related party transaction.

Stakeholder Impact

• Shareholders: The increased stake by a major shareholder could be viewed positively, indicating commitment, but also raises questions about control and potential future strategic moves.
• Creditors/Lenders: Continued investment by significant stakeholders may provide some assurance regarding the company's long-term viability.
• Management/Employees: The stability and strategic direction provided by a major shareholder can influence operational decisions and employee confidence.

Next Steps

• The acquisition of shares on July 1, 2026, is complete.
• The reporting persons will continue to hold and potentially adjust their beneficial ownership of TMC common shares.
• Future filings will be made if further changes in beneficial ownership occur.

Key Dates

Recommendation

The filing indicates a significant shareholder increasing their stake, which is generally a positive signal. However, it is an amendment to a Schedule 13D, primarily detailing ownership changes and warrant exercises rather than new operational or financial performance data. Without more context on TMC's current operational status or financial health, a 'hold' recommendation is prudent, awaiting further developments or disclosures.

Keywords

Schedule 13D, TMC the metals company Inc., Allseas Group S.A., Beneficial Ownership, Common Shares, Warrants, Acquisition, SEC Filing, Edward Heerema, Argentum Cedit Virtuti NV