SCHEDULE 13D/A: Allseas Group Increases Stake in TMC the metals Co with $7 Million Warrant Acquisition
Schedule 13D Amendment
Allseas Group S.A. and its affiliated entities have increased their beneficial ownership in TMC the metals Co Inc. to approximately 16.6% through a recent acquisition of shares and Class C Warrants for $7 million.
Summary
- Allseas Group S.A. (AGSA) and its related entities have filed an Amendment No. 5 to their Schedule 13D, updating their beneficial ownership in TMC the metals Co Inc. (the "Issuer").
- On May 22, 2025, AGSA acquired 2,333,333 shares of TMC Common Shares and accompanying Class C Warrants to purchase an additional 2,333,333 shares for a total purchase price of $7 million.
- Following this acquisition, AGSA and Allseas Investments S.A. (AISA) are deemed to beneficially own 59,196,934 shares, representing approximately 16.3% of the Issuer's outstanding common shares.
- The broader group of Reporting Persons, including Argentum Cedit Virtuti NV (ACV), Stichting Administratiekantoor Aequa Lance Foundation, and Edward Heerema, beneficially owns 60,196,934 shares, or approximately 16.6% of the outstanding TMC Common Shares.
- The percentage ownership is based on 362,186,002 shares of TMC Common Shares outstanding, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed on May 14, 2025.
- The Class C Warrants have an initial exercise price of $4.50 per share, are exercisable immediately upon issuance, and will expire three years from the date of the Purchase Agreement.
- The Issuer has the option to repurchase the Class C Warrants for $0.0001 per share if the volume weighted average price of TMC Common Shares exceeds $7.00 for a 20-consecutive trading day period.
Sentiment
Score: 7
Explanation: The filing indicates a continued and increased investment by a significant strategic partner, Allseas Group S.A., in TMC the metals Co Inc. through the acquisition of additional shares and warrants. This suggests ongoing commitment and confidence from a major stakeholder, which is generally a positive signal.
Positives
- A significant investment of $7 million by Allseas Group S.A., a key strategic partner, demonstrates continued commitment and confidence in TMC the metals Co Inc.'s operations and future.
- The increased beneficial ownership by Allseas and its affiliated entities reinforces their long-term strategic interest and alignment with TMC.
- The acquisition of Class C Warrants provides potential for future capital infusion to TMC upon their exercise, supporting ongoing projects and operations.
Future Outlook
This document, an amendment to a Schedule 13D, primarily reports on changes in beneficial ownership by the Reporting Persons and does not contain explicit forward-looking statements or guidance provided by TMC the metals Co Inc. The Class C Warrants acquired are exercisable immediately and expire in three years, representing a potential future event for the Reporting Persons.
Industry Context
This filing is an ownership disclosure and does not provide broader industry context or trends related to deep-sea mining or the metals industry.
Related Party Transactions
- The acquisition of shares and warrants by Allseas Group S.A. from TMC the metals Co Inc. for $7 million is a transaction between related parties, given Allseas' significant beneficial ownership and strategic alliance with TMC.
- Previous transactions detailed in the filing, such as the exercise of the Allseas Warrant, the issuance of shares for the Exclusive Vessel Use Agreement, and shares issued for the successful completion of the Pilot Mining Test System (PMTS), also represent dealings between these related parties.
Stakeholder Impact
- Shareholders: The increased investment by a strategic partner like Allseas Group S.A. could be viewed positively, signaling confidence and potentially stability. However, the issuance of new shares and warrants could lead to future dilution if warrants are exercised.
Next Steps
- The Class C Warrants acquired by Allseas Group S.A. are exercisable immediately upon issuance and will expire three years from May 22, 2025.
Key Dates
| Date | Description |
|---|---|
| March 4, 2021 | Date of the Business Combination Agreement among SOAC, NewCo Sub, and DeepGreen. |
| September 21, 2021 | Original Schedule 13D filing date. |
| December 2, 2021 | Amendment No. 1 to Schedule 13D filed. |
| December 24, 2021 | Allseas Group S.A. acquired 300,000 TMC Common Shares in a privately negotiated transaction. |
| August 18, 2022 | Allseas Group S.A. acquired 6,250,000 TMC Common Shares in a privately negotiated transaction. |
| September 16, 2022 | Issuer's registration statement on Form S-3 (Reg. No. 333-267479) filed. |
| October 6, 2022 | Amendment to Issuer's registration statement on Form S-3 (Reg. No. 333-267479) filed. |
| October 14, 2022 | Issuer's registration statement on Form S-3 (Reg. No. 333-267479) declared effective. |
| November 11, 2022 | Issuer's Board of Directors approved the successful completion of the Pilot Mining Test System (PMTS) pilot trial. |
| February 13, 2023 | Fifth Amendment to Pilot Mining Test Agreement and Third Amendment to Strategic Alliance Agreement executed. |
| March 6, 2023 | Amendment No. 3 to Schedule 13D filed. |
| July 24, 2023 | Allseas exercised the Allseas Warrant to purchase 11,578,620 shares of TMC Common Shares. |
| August 1, 2023 | Issuer and Allseas entered into an Exclusive Vessel Use Agreement. |
| August 15, 2023 | Amendment No. 4 to Schedule 13D filed. |
| August 16, 2023 | Allseas Group S.A. acquired 3,500,000 shares and Class A Warrants to purchase 1,750,000 shares for $7 million. |
| November 30, 2023 | Issuer's registration statement on Form S-3 (Reg. No. 333-275822) filed. |
| December 8, 2023 | Issuer's registration statement on Form S-3 (Reg. No. 333-275822) declared effective. |
| May 12, 2025 | Date of the prospectus supplement and filing of the form of Securities Purchase Agreement and Class C Warrant. |
| May 14, 2025 | Issuer's Quarterly Report on Form 10-Q filed, disclosing 362,186,002 shares of TMC Common Shares outstanding. |
| May 22, 2025 | Date of event requiring filing; Allseas Group S.A. acquired 2,333,333 shares and Class C Warrants to purchase 2,333,333 shares for $7 million. |
| May 27, 2025 | Signature date of the Schedule 13D Amendment No. 5 filing. |
Keywords
TMC the metals Co Inc., Allseas Group S.A., Schedule 13D, Beneficial Ownership, Warrants, Equity Investment, Deep-Sea Mining, SEC Filing, Capital Raise, TMC Common Shares
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