TMC the metal company Inc 2025年度报告

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities 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 Securities Exchange Actof 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 tosuch 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 pursuant toRule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the 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 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 for complyingwith 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 of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accountingfirm 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 (without admittingthat any person whose shares are not included in such calculation is an affiliate) computed by reference to the price at which the common shareswere last sold as of the last business day of the registrant’s most recently completed second fiscal quarter was $1,705,461,265.As of March 27, 2026, the registrant had 433,188,187 common 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 on May 28,2026, are incorporated by reference in Part III of this report. Except as expressly incorporated by reference, such proxy statement shall not bedeemed to be part of this report. TABLE OF CONTENTS PART IItem 1. BusinessItem1A.Risk FactorsItem1B.Unresolved Staff CommentsItem1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities108Item 6.[Reserved]108Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations108Item7A.Quantitative and Qualitative Disclosures About Market Risk129Item 8.Financial Statements and Supplementary Data131Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure181Item9A.Controls and Procedures181Item9B.Other Information182Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections182 PART III183Item10.Directors, Executive Officers and Corporate Governance183Item11.Executive Compensation183Item12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholderMatters183Item13.Certain Relationships and Related Transactions, and Director Independence183Item14.Principal Accounting Fees and Services183 PART IVItem15.Exhibits and Financial Statement SchedulesItem16.Form 10-K SummarySignatures 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 metric tonne unit,“TWh” refers to trillion-watt h