UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 5)
Under the Securities Exchange Act of 1934
| TMC the metals Co Inc. |
| (Name of Issuer) |
| Common shares |
| (Title of Class of Securities) |
| 87261Y106 |
| (CUSIP Number) |
|
Andrei Karkar 323 Marina Blvd San Francisco, CA 94123 (415) 567 0509 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| June 9, 2023 |
| (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 2
SCHEDULE 13D
| CUSIP No. | 87261Y106 |
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Andrei Karkar | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
|
(a) ☐ (b) ☒ | |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See Instructions) |
| PF | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
| ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| USA |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER |
| 58,086,883* | ||
| 8 | SHARED VOTING POWER | |
| 0 | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 58,086,883* | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 58,086,883* | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
(See Instructions) ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 20.5% ** | |
| 14 | TYPE OF REPORTING PERSON (See Instructions) |
| IN |
| * | This number consists of 55,953,495 common shares and 1,414,716 common shares warrants owned by Eras Capital LLC; plus 76,059 common shares and 642,613 common shares options owned directly by the Reporting Person. The Reporting Person is the managing member of Eras Capital LLC and shares voting and dispositive power over and may be deemed to beneficially own such securities held by Eras Capital LLC. The Reporting Person disclaims beneficial ownership over any securities owned by Eras Capital LLC other than to the extent of any pecuniary interest he may have therein. |
| ** | Calculation based on 280,618,285 Common Shares as of March 31, 2023. |
Page 3
Item 1. Security and Issuer
Common stock of TMC “the metals company”
595 Howe Street, 10th floor
Vancouver, British Columbia, Canada V6C 2T5
Item 2. Identity and Background
| (a) | Andrei Karkar |
| (b) | 323 Marina Blvd. |
San Francisco, CA 94123
| (c) | Management of own investments |
| (d) | No |
| (e) | No |
| (f) | USA |
Item 3. Source and Amount of Funds or Other Considerations
Eras Capital LLC bought 3,997,519 shares at $.75 a share using its own funds.
Item 4. Purpose of Transaction
The purchase was for investment purposes.
Item 5. Interest in Securities of the Issuer
| (a) | 39,621,909 common shares were received by Eras Capital LLC on 9/9/2021 as result of the merger of Sustainable Opportunities Acquisition Corp. and DeepGreen Metals Inc. Eras Capital LLC bought 2,250,110 common shares on 9/30/2021. Eras Capital LLC bought 748,957 common shares on 12/24/2021. Eras Capital LLC bought 1,414,716 common shares underlying warrants on 12/24/2021. Eras Capital LLC also bought 1,000,000 common shares on 12/31/21. In addition, the Reporting Person received 76,059 common shares, and 642,613 common shares underlying options, exercisable within 60 days of 6/9/2023. On 3/30/2022, Eras Capital LLC bought 460,000 shares. On 3/31/2022 Eras Capital LLC bought 1,625,000 common shares. Eras Capital LLC bought 6,250,000 shares on 8/15/2022. On 6/9/2023, Eras Capital LLC bought 3,997,519 shares. |
| (b) | see paragraph (a) |
| (c) | none |
| (d) | not aplicable |
| (e) | not aplicable |
Page 4
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The Reporting Person also holds 126,407 common shares underlying options that vest as follows, subject to continued service through each vesting threshold: (i) 25% if the Issuer’s market capitalization equals or exceeds $3.0 billion; (ii) 35% if the Issuer’s market capitalization equals or exceeds $6.0 billion; (iii) 20% if the International Seabed Authority grants an exploitation contract to the Issuer; and (iv) 20% upon the commencement of the first commercial production following the grant of the exploitation contract.
Item 7. Material to Be Filed as Exhibits
None
Page 5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| 6/9/2023 | |
| Dated | |
| /s/ Andrei Karkar | |
| Signature | |
| Andrei Karkar/CEO | |
| Name/Title |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).