History
A blank-check company that raised $300 million in 2020 became TMC, a deep-sea nodule explorer that funded itself through repeated share sales and, by mid-2025, a strategic investor.
2020-2021: A blank-check vehicle meets DeepGreen
The story began with a shell company. On 8 May 2020, Sustainable Opportunities Acquisition Corp. (SOAC) closed its IPO of 30,000,000 units at $10.00, raising $300 million, held in trust to fund a future business combination. The sponsor bought 9,500,000 private warrants for $9.5 million. The filing said SOAC would have to liquidate if no deal was completed within 18 months.
The deal came in March 2021, when SOAC agreed to take DeepGreen Metals public. DeepGreen was a Vancouver-based explorer of polymetallic nodules, mineral-rich lumps on the seafloor of the Pacific's Clarion-Clipperton Zone. DeepGreen was valued at $2.25 billion, alongside a $330.3 million private placement at $10.00 a share. DeepGreen holders were to receive 230.6 million shares plus 135 million earn-out shares, and the vehicle would move from the Cayman Islands to British Columbia.
The filings grew more candid as they were amended. In May 2021 SOAC said it would restate its accounts to treat its public and sponsor warrants as liabilities, following new SEC guidance that affected SPACs generally. Later amendments listed what the sponsor stood to gain, added biodiversity risk factors, and hardened the language: commercial-scale collection was described as "certain to disturb wildlife in the operating area." They also disclosed that Nauru had given the International Seabed Authority notice on 25 June 2021, requiring it to adopt exploitation regulations by 9 July 2023. A caveat appeared on DeepGreen's claim of a "70-99% reduction in most lifecycle ESG impacts": the studies behind it were co-authored by its own executives. DeepGreen securityholders approved the deal on 29 June 2021, and SOAC shareholders did so on 3 September. The merger closed on 15 September 2021, and the renamed TMC the metals company began trading on Nasdaq.
2022-2023: Raising cash and selling a royalty
Life as a listed company quickly turned to funding. In August 2022 TMC sold 37,978,680 new shares in a private placement, mostly at $0.80, raising about $30.4 million gross for working capital. Buyers included CEO Gerard Barron and director Andrei Karkar's family fund, ERAS Capital. Shares on issue rose from 224,385,324 at the end of 2021 to 266,812,131 at the end of 2022.
The share price had by then fallen low enough that in December 2022 TMC received its first Nasdaq notice for closing below the $1.00 minimum bid price for 30 straight trading days, starting a 180-day clock to regain compliance.
In February 2023 its NORI subsidiary sold a 2% royalty on its nodule project to Low Carbon Royalties for $5 million cash plus a 35% stake in that company, keeping an option to buy back up to 75% of the royalty. In August 2023, after an inconclusive International Seabed Authority session on seabed-mining rules, TMC gave an update on its production timeline and costs, disclosed a new Exclusive Vessel Use Agreement, and amended its unsecured credit facility. Shares on issue ended 2023 at 306,558,710.
2024: Restatement and a cleared overhang
In March 2024 TMC said it would restate its 2023 accounts, reversing a $13.75 million gain booked on the Low Carbon deal. It concluded the transaction should be treated as a debt-like royalty liability rather than a sale of an asset. In May 2024 came better news: the SEC ended its investigation into the 2020 acquisition of Tonga Offshore Mining Limited and the 2021 SOAC merger without recommending any enforcement action against the company or its officers and directors. Shares on issue reached 340,708,460 at the end of 2024.
2025: A strategic investor and first technical reports
Funding picked up in 2025. A registered direct offering of 12,333,333 shares plus Class C warrants closed in May for about $37.0 million gross. On 16 June TMC agreed to sell Korea Zinc 19,623,376 shares at $4.34, plus a three-year warrant for 6,868,181 shares at $7.00, for about $85.2 million gross. The sale closed on 25 June. Korea Zinc received a right to join future share offerings and a non-voting board observer, and was evaluating a bulk nodule sample from TMC USA. Cash stood at about $122.8 million at 30 June 2025.
In August 2025 TMC's TOML subsidiary signed a revised sponsorship agreement with Tonga, replacing the 2021 agreement with updated terms on Tonga's share of future production revenue, backed by a new parent guarantee. TMC also published its first two SEC S-K 1300 technical reports: a pre-feasibility study for the NORI Area D project and an initial assessment of the rest of its NORI and TOML areas. As of 4 August 2025, TMC was a listed explorer with a freshly funded balance sheet and its resource base set out under US reporting standards.
Written from the 27 story beats below (2020 to 4 Aug 2025), which come from the company's own announcements and filings.