Form 4: Allseas Group S.A. Boosts Stake in TMC the metals Co Inc. with $7 Million Share and Warrant Acquisition

Allseas Group S.A., a significant shareholder and director of TMC the metals Co Inc., acquired an additional 2,333,333 common shares and an equal number of Class C Warrants for $7 million, while a related entity disposed of 1,000,000 common shares.

Summary

• Allseas Group S.A. acquired 2,333,333 common shares and 2,333,333 Class C Warrants of TMC the metals Co Inc. on May 22, 2025.
• The total purchase price for this acquisition was $7 million.
• The Class C Warrants have an exercise price of $4.5 per share and are set to expire on May 12, 2028.
• Following this transaction, Allseas Group S.A. beneficially owns 55,113,601 common shares and 2,333,333 Class C Warrants.
• Separately, Argentum Cedit Virtuti NV (ACV), a related entity, disposed of 1,000,000 common shares.
• Edward Heerema, who has sole authority over Allseas Group S.A. and voting/investment power over ACV, is deemed to have beneficial ownership over the shares held by these entities.

Sentiment

Score: 7

Explanation: The acquisition of shares and warrants by a major insider and 10% owner, Allseas Group S.A., indicates strong confidence in TMC's future. While a related entity disposed of some shares, the net effect for the broader group controlled by Edward Heerema appears to be an increased stake and potential future upside via warrants. This suggests a generally positive outlook from a key strategic partner.

Positives

• Allseas Group S.A., a significant insider and 10% owner, increased its direct stake in TMC by acquiring 2,333,333 common shares and warrants, indicating confidence in the company's future.
• The acquisition of Class C Warrants provides potential for future equity upside at an exercise price of $4.5.

Negatives

• Argentum Cedit Virtuti NV (ACV), a related entity under Edward Heerema's influence, disposed of 1,000,000 common shares, which could be perceived as a mixed signal despite the overall increase in beneficial ownership by the broader group.

Risks

• The value of the acquired shares and warrants is subject to market fluctuations.
• The Class C Warrants' value is dependent on TMC's stock price exceeding the $4.5 exercise price by the May 12, 2028 expiration date.

Future Outlook

The acquisition of additional common shares and warrants by a significant insider like Allseas Group S.A. suggests a positive long-term outlook on TMC's future performance and potential for growth, particularly given the warrant exercise price of $4.5.

Management Comments

• "Mr. Edward Heerema has sole authority over Allseas Group S.A."
• "Mr. Heerema, Allseas Investments S.A., ACV, and Stichting Administratiekantoor Aequa Lance Foundation may be deemed to have beneficial ownership of the shares owned by Allseas."
• "Each of Mr. Heerema, Allseas Investments, ACV and Stichting Administratiekantoor Aequa Lance Foundation disclaims beneficial ownership over any securities directly held by Allseas, except to the extent of his or its respective pecuniary interest therein."
• "Mr. Heerema may be deemed to have voting and investment power over the shares owned by ACV."
• "Mr. Heerema disclaims beneficial ownership over any securities directly held by ACV, except to the extent of his pecuniary interest therein."

Industry Context

This insider transaction by Allseas Group S.A., a key partner and investor in TMC the metals Co Inc., underscores continued commitment to the deep-sea polymetallic nodule collection industry. As TMC progresses with its exploration and potential extraction activities, such insider confidence can be a positive signal within the nascent but strategically important battery metals and deep-sea resource sector.

Comparison to Industry Standards

• NA

Related Party Transactions

• The transaction involves Allseas Group S.A. acquiring shares and warrants from TMC, where Allseas Group S.A. is a 10% owner and has directors on TMC's board.
• Edward Heerema, who controls Allseas Group S.A. and has influence over other reporting entities (Allseas Investments S.A., Argentum Cedit Virtuti NV, Stichting Administratiekantoor Aequa Lance Foundation), is deemed to have beneficial ownership over the shares held by these entities.
• Argentum Cedit Virtuti NV (ACV), a parent entity in the Allseas structure, disposed of 1,000,000 common shares.

Stakeholder Impact

• Shareholders: The increased stake by a major insider and strategic partner like Allseas Group S.A. could be perceived positively, signaling confidence in the company's long-term prospects and potentially stabilizing the stock price.
• Creditors: No direct impact mentioned, but increased insider confidence might indirectly improve perceptions of financial stability.

Next Steps

• NA

Key Dates

Recommendation

Keywords

TMC the metals Co Inc., TMC, SEC Form 4, Insider Trading, Beneficial Ownership, Share Acquisition, Warrants, Allseas Group S.A., Edward Heerema, Deep-sea mining, Battery metals