Sec Form 3 Filing - Allseas Group S.A. @ TMC the metals Co Inc. - 2023-02-13

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Allseas Group S.A. 2. Issuer Name and Ticker or Trading Symbol TMC the metals Co Inc. [ TMC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 18 ROUTE DE PRA DE PLAN,, CASE POSTALE 411 3. Date of Earliest Transaction (MM/DD/YY) 02/13/2023 (Street) CHATEL-SAINT-DENIS, V81618 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Shares 33,551,648 D ( 1 ) Common Shares 1,000,000 D ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Allseas Warrant $ 0.01 11/11/2022 09/30/2026 Common Shares 11,578,620 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Allseas Group S.A. 18 ROUTE DE PRA DE PLAN, CASE POSTALE 411 CHATEL-SAINT-DENIS, V81618 X Allseas Investments S.A. 18 ROUTE DE PRA DE PLAN, CASE POSTALE 411 CHATEL-SAINT-DENIS, V81618 X Heerema Edward C/O ALLSEAS GROUP S.A.18 ROUTE DE PRA DE PLAN, CASE POSTALE 411 CHATEL-SAINT-DENIS, V81618 X Argentum Cedit Virtuti GCV WIEGSTRAAT 21 ANTWERPEN, C92000 X Stichting Administratiekantoor Aequa Lance Foundation C/O ALLSEAS GROUP S.A.18 ROUTE DE PRA DE PLAN, CASE POSTALE 411 CHATEL-SAINT-DENIS, V81618 X Signatures /s/ Edward Heerema, President and authorized signatory of Allseas Group S.A. 03/06/2023 Signature of Reporting Person Date /s/ Edward Heerema 03/06/2023 Signature of Reporting Person Date /s/ Edward Heerema, President and authorized signatory of Allseas Investments S.A 03/06/2023 Signature of Reporting Person Date /s/ Edward Heerema, Zaakvoerder and authorized signatory of Argentum Cedit Virtuti GCV 03/06/2023 Signature of Reporting Person Date /s/ Edward Heerema, Chairman and authorized signatory of Stichting Administratiekantoor Aequa Lance Foundation 03/06/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These securities are owned by Allseas Group S.A. ("Allseas"). Mr. Edward Heerema, the Administrateur President of Allseas, has sole authority over Allseas. Mr. Heerema, Allseas Investments S.A., ("Allseas Investments"), the majority parent of Allseas, Argentum Cedit Virtuti GCV ("ACV"), the parent of Allseas Investments, and Stichting Administratiekantoor Aequa Lance Foundation, the parent of ACV, may be deemed to have beneficial ownership of the shares owned by Allseas. Each of Mr. Heerema, Allseas Investments, ACV and Stichting Administratiekantoor Aequa Lance Foundation disclaims beneficial ownership over any securities directly held by Allseas, except to the extent of his or its respective pecuniary interest therein. ( 2 )These securities are owned by ACV. Mr. Heerema may be deemed to have voting and investment power over the shares owned by ACV. Mr. Heerema disclaims beneficial ownership over any securities directly held by ACV, except to the extent of his pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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