0001213900-21-047788.txt : 20210913
0001213900-21-047788.hdr.sgml : 20210913
20210913193458
ACCESSION NUMBER: 0001213900-21-047788
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210909
FILED AS OF DATE: 20210913
DATE AS OF CHANGE: 20210913
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Karkar Andrei
CENTRAL INDEX KEY: 0001874431
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39281
FILM NUMBER: 211250884
MAIL ADDRESS:
STREET 1: 323 MARINA BOULEVARD
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94123
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ERAS Capital LLC
CENTRAL INDEX KEY: 0001881973
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39281
FILM NUMBER: 211250883
BUSINESS ADDRESS:
STREET 1: 323 MARINA BOULEVARD
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94123
BUSINESS PHONE: 415-567-0509
MAIL ADDRESS:
STREET 1: 323 MARINA BOULEVARD
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94123
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: TMC the metals Co Inc.
CENTRAL INDEX KEY: 0001798562
STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000]
IRS NUMBER: 000000000
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1601 BRYAN STREET
STREET 2: SUITE 4141
CITY: DALLAS
STATE: TX
ZIP: 75201
BUSINESS PHONE: 214-642-9996
MAIL ADDRESS:
STREET 1: 1601 BRYAN STREET
STREET 2: SUITE 4141
CITY: DALLAS
STATE: TX
ZIP: 75201
FORMER COMPANY:
FORMER CONFORMED NAME: Sustainable Opportunities Acquisition Corp.
DATE OF NAME CHANGE: 20200102
4
1
ownership.xml
X0306
4
2021-09-09
0
0001798562
TMC the metals Co Inc.
TMC
0001874431
Karkar Andrei
C/O TMC THE METALS COMPANY INC.
595 HOWE STREET, 10TH FLOOR
VANCOUVER
A1
V6C 2T5
BRITISH COLUMBIA, CANADA
1
0
1
0
0001881973
ERAS Capital LLC
C/O TMC THE METALS COMPANY INC.
595 HOWE STREET, 10TH FLOOR
VANCOUVER
A1
V6C 2T5
BRITISH COLUMBIA, CANADA
0
0
1
0
Common Shares
2021-09-09
4
A
0
39621909
A
39621909
I
Eras Capital LLC
Stock Option (right to buy)
0.65
2021-09-09
4
A
0
578931
A
2028-06-01
Common Shares
578931
578931
D
Stock Option (right to buy)
0.52
2021-09-09
4
A
0
63682
A
2026-02-17
Common Shares
63682
63682
D
Stock Option (right to buy)
0.65
2021-09-09
4
A
0
126407
A
Common Shares
126407
126407
D
Class A Special Shares
2021-09-09
4
A
0
864493
A
Common Shares
864493
864493
I
Eras Capital LLC
Class B Special Shares
2021-09-09
4
A
0
1728985
A
Common Shares
1728985
1728985
I
Eras Capital LLC
Class C Special Shares
2021-09-09
4
A
0
1728985
A
Common Shares
1728985
1728985
I
Eras Capital LLC
Class D Special Shares
2021-09-09
4
A
0
3457970
A
Common Shares
3457970
3457970
I
Eras Capital LLC
Class E Special Shares
2021-09-09
4
A
0
3457970
A
Common Shares
3457970
3457970
I
Eras Capital LLC
Class F Special Shares
2021-09-09
4
A
0
3457970
A
Common Shares
3457970
3457970
I
Eras Capital LLC
Class G Special Shares
2021-09-09
4
A
0
4322463
A
Common Shares
4322463
4322463
I
Eras Capital LLC
Class H Special Shares
2021-09-09
4
A
0
4322463
A
Common Shares
4322463
4322463
I
Eras Capital LLC
On September 9, 2021, Sustainable Opportunities Acquisition Corp. ("SOAC") (the former name of the Issuer), consummated its initial business combination (the "Business Combination") with DeepGreen Metals Inc. ("DeepGreen") and changed its name to "TMC the metals company Inc." or "TMC". In connection with the Business Combination, these Common Shares were received in exchange for 39,621,909 Class A ordinary shares of SOAC.
The securities are held directly by ERAS Capital LLC ("ERAS"). The Reporting Person is the managing member of ERAS and shares voting and dispositive power over and may be deemed to beneficially own such securities held by ERAS. The Reporting Person disclaims beneficial ownership over any securities owned by ERAS other than to the extent of any pecuniary interest he may have therein.
Fully vested as of September 1, 2019.
Also includes the right to purchase 12,631 Class A Special Shares, 25,262 Class B Special Shares, 25,262 Class C Special Shares, 50,525 Class D Special Shares, 50,525 Class E Special Shares, 50,525 Class F Special Shares, 63,157 Class G Special Shares and 63,157 Class H Special Shares.
Received in connection with the Business Combination in exchange for a stock option to acquire 500,000 shares of DeepGreen common stock for $0.75 per share.
Fully vested as of February 17, 2021.
Also includes the right to purchase 1,389 Class A Special Shares, 2,778 Class B Special Shares, 2,778 Class C Special Shares, 5,557 Class D Special Shares, 5,557 Class E Special Shares, 5,557 Class F Special Shares, 6,947 Class G Special Shares and 6,947 Class H Special Shares.
Received in connection with the Business Combination in exchange for a stock option to acquire 55,000 shares of DeepGreen common stock for $0.60 per share.
These stock options vest as follows, subject to continued service through each vesting threshold: (i) 25% if TMC's market capitalization equals or exceeds $3.0 billion; (ii) 35% if TMC's market capitalization equals or exceeds $6.0 billion; (iii) 20% if the International Seabed Authority grants an exploitation contract to TMC; and (iv) 20% upon the commencement of the first commercial production following the grant of the exploitation contract. These stock options are exercisable at any time until March 5 of the year following vesting of such stock option (any such date, the "Exercise Date"). These stock options expire on the day after the Exercise Date.
Also includes the right to purchase 2,758 Class A Special Shares, 5,516 Class B Special Shares, 5,516 Class C Special Shares, 11,032 Class D Special Shares, 11,032 Class E Special Shares, 11,032 Class F Special Shares, 13,790 Class G Special Shares and 13,790 Class H Special Shares.
Received in connection with the Business Combination in exchange for a stock option to acquire 109,173 shares of DeepGreen common stock for $0.75 per share.
Each of the Class A Special Shares, the Class B Special Shares, the Class C Special Shares, the Class D Special Shares, the Class E Special Shares, the Class F Special Shares, the Class G Special Shares and the Class H Special Shares (collectively, the "Special Shares") automatically convert into Common Shares on a one for one basis, if on any twenty trading days within any thirty trading day period, the Common Shares trade for a price that is greater than or equal to the price threshold for such class of Special Shares (the "Price Threshold") described below, or in the event of certain changes of control. The Price Thresholds for the Special Shares are as follows: Class A Special Shares ($15.00), Class B Special Shares ($25.00), Class C Special Shares ($35.00), Class D Special Shares ($50.00), Class E Special Shares ($75.00), Class F Special Shares ($100.00), Class G Special Shares ($150.00), and Class H Special Shares ($200.00).
/s/ Jaime Lee, Attorney-in-Fact
2021-09-13