TMC the metal company Inc 2024年度报告

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes☐ No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuantto Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐ Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness ofits internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ The aggregate market value of the registrant’s voting and non-voting common stock held by non-affiliates of the registrant (withoutadmitting that any person whose shares are not included in such calculation is an affiliate) computed by reference to the price at which thecommon shares were last sold as of the last business day of the registrant’s most recently completed second fiscal quarter was $246,317,128.As of March 20, 2025, the registrant had347,910,742common shares outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s proxy statement in connection with the registrant’s annual meeting of shareholders, scheduled to be held onMay 29, 2025, are incorporated by reference in Part III of this report. Except as expressly incorporated by reference, such proxy statementshall not be deemed to be part of this report. TABLE OF CONTENTS PagePART I5Item 1.Business5Item1A.Risk Factors42Item1B.Unresolved Staff Comments72Item1C.Cybersecurity72Item 2.Properties75Item 3.Legal Proceedings96Item 4.Mine Safety Disclosures97PART II98Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities98Item 6.[Reserved]98Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations99Item7A.Quantitative and Qualitative Disclosures About Market Risk117Item 8.Financial Statements and Supplementary Data118Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure157Item9A.Controls and Procedures157Item9B.Other Information158Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections159PART III159Item10.Directors, Executive Officers and Corporate Governance159Item11.Executive Compensation159Item12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholderMatters159Item13.Certain Relationships and Related Transactions, and Director Independence159Item14.Principal Accounting Fees and Services159PART IV160Item15.Exhibits and Financial Statement Schedules160Item16.Form 10-K Summary164Signatures165 In this Annual Report on form 10-K (“Annual Report”), the terms “we,” “us,” “our,” “Company” and “TMC”mean TMC the metals company Inc. and our subsidiaries (“TMC”). Our common shares and warrants to purchasecommon shares are traded on the Nasdaq Global Select Market (“Nasdaq”) under the symbols “TMC” and“TMCWW,” respectively. As used in this Annual Report, “Mtpa” refers to millions of tonnes per year, “dmtu” refers to dry metrictonne unit, “TWh”