Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On December 5, 2022, TMC the metals company Inc. (the "Company") received a
written notice from The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company
that the average closing price of the Company's common shares (the "Common
Shares") over the 30 consecutive trading days from October 21, 2022 through
December 2, 2022 had fallen below $1.00 per share, which is the minimum closing
bid price required to maintain listing on the Nasdaq Stock Market under Nasdaq
Listing Rule 5450(a)(1) (the "Minimum Bid Requirement").
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180
calendar days to regain compliance with the Minimum Bid Requirement (the "Grace
Period"), subject to a potential 180 calendar day extension, as described below.
To regain compliance, the closing bid price of the Company's Common Shares must
be at least $1.00 per share for a minimum of 10 consecutive business days within
the Grace Period.
If the Company does not achieve compliance with the Minimum Bid Requirement by
June 5, 2023, the end of the Grace Period, the Company may be eligible for an
additional 180 calendar day period to regain compliance. To qualify, the Company
would be required, among other things, to meet the continued listing requirement
for the market value of its publicly held shares and all other Nasdaq initial
listing standards, with the exception of the bid price requirement, and would
need to provide written notice to Nasdaq of its intention and plan to cure the
deficiency during the second compliance period by effecting a reverse stock
split if necessary. However, if it appears to Nasdaq staff that the Company will
not be able to cure the deficiency, or if the Company does not meet the other
listing standards, Nasdaq could provide notice that the Company's Common Shares
will be subject to delisting. In the event the Company receives notice that its
Common Shares are being delisted, the Company would be entitled to appeal the
determination to a Nasdaq Listing Qualifications Panel and request a hearing.
The Company intends to actively monitor the closing bid price of its Common
Shares and will evaluate available options to regain compliance with the Minimum
Bid Requirement. The notice has no immediate effect on the listing or trading of
the Company's Common Shares, which will continue to be listed and traded on the
Nasdaq Stock Market, subject to the Company's compliance with the other Nasdaq
listing requirements.
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