10-K: TMC the metals company Inc. Details Authorized Share Capital and Business Combination in 10-K Filing

TMC the metals company Inc.'s 10-K filing outlines the company's authorized share capital, its business combination with DeepGreen Metals Inc., and details about its various classes of shares and warrants.

Summary

• TMC the metals company Inc. is authorized to issue an unlimited number of common shares and preferred shares, along with various classes of special shares.
• The company was originally Sustainable Opportunities Acquisition Corp. (SOAC) and completed a business combination with DeepGreen Metals Inc. on September 9, 2021.
• Prior to the combination, SOAC migrated from the Cayman Islands to British Columbia, Canada, and changed its name to TMC the metals company Inc.
• As part of the business combination, Legacy DeepGreen shareholders received 229,162,651 common shares and various classes of special shares, all convertible to common shares upon meeting certain price thresholds.
• SOAC acquired all of the issued and outstanding common shares in the capital of Legacy DeepGreen.
• Concurrently with the business combination, investors purchased 11,030,000 common shares at $10.00 per share, raising $110,300,000.
• Holders of common shares are entitled to one vote per share and are eligible to receive dividends when declared by the board.
• Special shares do not have voting rights or dividend entitlements, but are entitled to a redemption price of $0.01 per share upon liquidation.
• Special shares automatically convert to common shares on a one-for-one basis if certain common share price thresholds are met.
• The company has 15,000,000 outstanding public warrants, each exercisable for one common share at $11.50, expiring on September 9, 2026.
• There are also 9,500,000 private placement warrants outstanding, with similar terms to the public warrants, but not redeemable by the company while held by the Sponsor or its permitted transferees.
• The company also has 6,230,770 Class A warrants outstanding, exercisable at $3.00 per share, subject to adjustment.

Sentiment

Score: 6

Explanation: The document is neutral in tone, providing factual information about the company's capital structure and business combination. It does not express any strong positive or negative sentiment.

Positives

• The company has a flexible capital structure with an unlimited number of authorized common and preferred shares.
• The business combination provided a significant number of common shares to Legacy DeepGreen shareholders.
• The company raised a substantial amount of capital through the sale of common shares to investors.
• The special shares provide a potential future source of common shares if price targets are met.
• The warrants provide a potential source of future capital if exercised.

Negatives

• Special shares do not have voting rights or dividend entitlements.
• The public warrants may expire worthless if the share price does not reach the exercise price.
• The private placement warrants are not redeemable by the company while held by the Sponsor or its permitted transferees.

Risks

• The special shares may not convert to common shares if the price thresholds are not met.
• The public warrants may expire worthless if the share price does not reach the exercise price.
• The private placement warrants are not redeemable by the company while held by the Sponsor or its permitted transferees.
• The issuance of preferred shares could have a negative impact on the market price of the common shares.

Future Outlook

The company plans to continue its operations and may issue additional securities in the future.

Industry Context

This document is specific to the company's capital structure and business combination, and does not provide significant industry context.

Comparison to Industry Standards

• The document does not provide specific comparisons to industry standards.
• The company's capital structure is typical for a company that has recently completed a business combination with a SPAC.
• The terms of the warrants are similar to those of other SPACs.

Stakeholder Impact

• Shareholders will be impacted by the potential dilution from the conversion of special shares and the exercise of warrants.
• Investors who purchased common shares in the business combination will be impacted by the company's future performance.
• Warrant holders will be impacted by the company's share price and the potential for redemption of the warrants.

Key Dates

Keywords

common shares, special shares, warrants, business combination, DeepGreen Metals Inc., authorized capital, preferred shares, SOAC, Legacy DeepGreen, public warrants, private placement warrants, Class A warrants