false --12-31 2023 FY 0001798562 A1 00-0000000 false

 2023-01-01
 2023-12-31

 TMC:CommonSharesWithoutParValueMember

 2023-01-01
 2023-12-31

 TMC:RedeemableWarrantsEachWholeWarrantExercisableForOneCommonShareEachAtExercisePriceOf11.50PerShareMember

 2023-01-01
 2023-12-31

 2023-06-30

 2024-03-22

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 (Amendment No. 1)

 (Mark One)

 x ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2023

 or

 TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from to

 Commission file number: 001-39281

 TMC THE METALS COMPANY INC.

 (Exact name of registrant as specified in its
charter)

 British Columbia, Canada

 Not Applicable

 (State or other jurisdiction

 of incorporation or organization)

 (I.R.S. Employer Identification No.)

 595 Howe Street, 10th Floor

 Vancouver, British Columbia

 V6C 2T5

 (Address of principal executive offices)

 (Zip Code)

 ( 574) 252-9333

 (Registrant's telephone number, including area code)

 Securities registered pursuant to Section 12(b) of the Exchange
 Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on

 which registered

 Common Shares, without par value

 TMC

 The Nasdaq Stock Market LLC

 Redeemable warrants, each whole warrant exercisable for one Common Share, each at
 an exercise price of $11.50 per share

 TMCWW

 The Nasdaq Stock Market LLC

 Securities registered
pursuant to Section 12(g) of the Exchange Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No x

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 x

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 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 x No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 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 x No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, 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.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer x

 Smaller reporting company x

 Emerging growth company x

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the
registered public accounting 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 registrant included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
 x

 The
aggregate market value of the registrant's voting and non-voting common stock held by non-affiliates of the registrant (without
admitting that any person whose shares are not included in such calculation is an affiliate) computed by reference to the price at which
the common shares were last sold as of the last business day of the registrant's most recently completed second fiscal quarter
was $ 274,979,313.

 As
of March 22, 2024, the registrant had 318,249,878
 common shares outstanding.

 Auditor Name

 Auditor Firm ID

 Auditor Location

 Ernst & Young LLP

 1263

 Vancouver, Canada

 EXPLANATORY NOTE

 On
March 25, 2024, TMC the metals company Inc. (the "Company") filed its Annual Report on Form 10-K for the
fiscal year ended December 31, 2023 (the "Form 10-K"). The purpose of this Amendment No. 1 (this
"Amendment") is to correct a typographical error in Exhibit 23.1, Consent of Ernst & Young LLP,
independent registered public accounting firm (the "Consent"), Vancouver, Canada, PCAOB ID 1263, filed with the
Form 10-K to reference the correct date of the report of independent registered public accounting firm referenced therein. The
revised Consent is filed as Exhibit 23.1 hereto. This Amendment is also being filed to replace Exhibit 10.16, Amended and
Restated Executive Employment Agreement, dated November 11, 2022, by and between DeepGreen Metals UAE and Erika Ilves (the
"Employment Agreement"), with the correct version. Due to an administrative oversight, an incorrect version of the
Employment Agreement was inadvertently filed as Exhibit 10.16.

 This
Amendment speaks as of the filing date of the Form 10-K and does not reflect events occurring after the filing of the
Form 10-K. No other revisions are being made to the Company's financial statements or any other disclosure contained in
the Form 10-K. This Amendment is an exhibit-only filing. Except for Exhibit 10.16 and Exhibit 23.1, this Amendment does
not otherwise update any exhibits as originally filed or previously amended.

 In
addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), new
certifications by the Company's principal executive officer and principal financial officer are filed herewith as exhibits to this
Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. As no financial statements have been included in
this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs
3, 4, and 5 of the certifications have been omitted. The Company is not including certifications pursuant to Section 1350 of Chapter
63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment.

 Item 15. EXHIBITS AND FINANCIAL
STATEMENT SCHEDULES

 (3) Exhibits.

 Exhibit

 Number

 Exhibit Description

 Filed

 with

 this

 Report

 Incorporated

 by

 Reference

 herein from

 Form or

 Schedule

 Filing
 Date

 SEC

 File/Reg.

 Number

 10.16+

 Amended and Restated Executive Employment Agreement, dated
 November 11, 2022 by and between DeepGreen Metals UAE and Erika Ilves

 X

 23.1

 Consent of Ernst & Young LLP

 X

 31.1

 Certification of the Principal Executive Officer pursuant
 to Section 302 of the Sarbanes-Oxley Act of 2002

 X

 31.2

 Certification of the Principal Financial Officer pursuant
 to Section 302 of the Sarbanes-Oxley Act of 2002

 X

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover Page Interactive Data File (embedded within the

 + Management
contract or compensatory plan or arrangement.

 Signatures

 Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

 TMC THE METALS COMPANY INC.

 Date: April 18,
 2024

 By:

 /s/
 Gerard Barron

 Gerard Barron

 Chief Executive Officer