TMC the metal company Inc 2026年季度报告

FORM 10-Q (Mark One) ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromtoCommission File Number: 001-39281 TMC THE METALS COMPANY INC. (Exact name of registrant as specified in its charter) British Columbia, Canada Not applicable(Former name, former address and former fiscal year, if changed since last report) 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 suchreports), 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 submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large-accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large-accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ As of May 14, 2026, the registrant had 433,221,138 common shares outstanding. TMC THE METALS COMPANY INC.FORM 10-QFor the quarterly period ended March 31, 2026 TABLE OF CONTENTS Page Cautionary Note Regarding Forward-Looking Statements3Part IFinancial Information5Item 1.Financial Statements5Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025(Unaudited)5Condensed Consolidated Statements of Loss and Comprehensive Loss for the three monthsended March 31, 2026 and 2025 (Unaudited)6Condensed Consolidated Statements of Changes in Equity for the three months endedMarch 31, 2026 and 2025 (Unaudited)7Condensed Consolidated Statements of Cash Flows for the three months ended March 31,2026 and 2025 (Unaudited)8Notes to Interim Condensed Consolidated Financial Statements (Unaudited)9Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations24Item 3.Quantitative and Qualitative Disclosures About Market Risk39Item 4.Controls and Procedures40Part IIOther Information42Item 1.Legal Proceedings42Item 1A.Risk Factors42Item 2.Unregistered Sales of Equity Securities and Use of Proceeds43Item 3.Defaults Upon Senior Securities43Item 4.Mine Safety Disclosures43Item 5.Other Information43Item 6.Exhibits44Signatures45 In this Quarterly Report on Form 10-Q, the terms “we,” “us,” “our,” the “Company” and “TMC” mean TMC themetals company Inc. and our subsidiaries, while km2means square kilometers. TMC is incorporated under the laws ofthe province of British Columbia, Canada. The Company’s common shares and public warrants to purchase commonsharestrade on the Nasdaq Global Select Market(“Nasdaq”),under the symbols“TMC”and“TMCWW,”respectively. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A ofthe Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934,as amended (the “Exchange Act”), that relate to future events, our future operations or financial performance, or ourplans, strategies and prospects. These statements are based on the beliefs and assumptions of our management team.Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-lookingstatements are reasonable, we cannot assure that we will achieve or realize these plans, intentions or expectations.Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements thatare not historical facts, including statements concerning possible or assumed future actions, business strategies, eventsor performance, are forward-looking statements. These statements may be preceded by, followed by or include thewords“believes,”“estimates,”“expects,”“projects,”“forecasts,”“may,”“will,”“should,”“seeks,”“plans,”“scheduled,” “anticipates” or “intends” or the negative of these terms, or other comparable terminology intended toidentify statements about the future, although not all forward-looking statements contain these identifying words. Theforward-looking statements are based on projecti