A few weeks ago, I posted on the shenanigans at TMC. I’d encourage you to read the whole article for a full background, but is the company went public through a SPAC that saw an very high redemption rate (more than 90% of shareholder redeemed, leaving under 3m shares publicly traded). In addition to the high redemption, over $200m of their PIPE failed to deliver on their commitments, which I had never seen before. The end result was a super thinly traded stock with lots of questions on go forward funding and why their PIPE buyers didn’t deliver.
This company seems to be run like a promotional scam. Here are a few red flags:
0. The insiders can't seem to fill out an SEC form correctly
1. The company is based in Howe Street, Vancouver
2. The website lists no phone numbers for the company or its staff anywhere, same with its press releases.
3. The ceo pocketed a quick buck on his last deep sea mining investment by selling his shares early (Nautilus Minerals) which later went bankrupt. Just one of the red flags I read in this Bloomberg article (reproduced in the Financial Post link below):
If you check the Super 8-k, it shows Andrei Karkar/ERAS Capital ownership is 39,621,909 shares as of the Closing Date. So looks like a buy to me (39,621,909+2,250,110=41,872,019).
My question is, is the float truly only 2.7M shares? Or are there legacy DeepGreen shares that are trading right now as well. For example, IRNT had 1.3M shares of float from the trust. But there were another 1.5M shares from non-locked up legacy holders that could be sold as soon as the transaction was consummated. This was called out in IRNT's proxy (search for "1.5 million shares").
I think the float is quite a bit higher. Check out page 74 here, which sounds like a bunch of insiders were not part of the lock-up: Sales of a substantial number of TMC Common Shares in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of the TMC Common Shares. Upon completion of the Business Combination, the initial shareholders will own approximately 2.3% of the outstanding TMC Common Shares, assuming no public shares are redeemed in connection with the Business Combination or approximately 2.5% of the outstanding TMC Common Shares assuming that all public shares are redeemed in connection with the Business Combination. In addition, certain Existing DeepGreen Securityholders that will be party to the Amended and Restated Registration Rights Agreement will own TMC Common Shares subject to lock-up restrictions representing approximately 49.7% of the outstanding TMC Common Shares, assuming no public shares are redeemed in connection with the Business Combination or approximately 55.4% of the outstanding TMC Common Shares assuming that all public shares are redeemed in connection with the Business Combination. While such Existing DeepGreen Security Holders and the initial shareholders will agree, and, in the case of the initial shareholders, will continue to be subject, to certain restrictions regarding the transfer of the TMC Common Shares, these shares may be sold after the expiration of the applicable lock-up restrictions. TMC may file one or more registration statements prior to or shortly after the Closing to provide for the resale of such shares from time to time. As restrictions on resale end and the registration statements are available for use, the market price of the TMC Common Shares could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.
This company seems to be run like a promotional scam. Here are a few red flags:
0. The insiders can't seem to fill out an SEC form correctly
1. The company is based in Howe Street, Vancouver
2. The website lists no phone numbers for the company or its staff anywhere, same with its press releases.
3. The ceo pocketed a quick buck on his last deep sea mining investment by selling his shares early (Nautilus Minerals) which later went bankrupt. Just one of the red flags I read in this Bloomberg article (reproduced in the Financial Post link below):
https://financialpost.com/commodities/a-mining-startups-rush-for-underwater-metals-comes-with-deep-risks
If you check the Super 8-k, it shows Andrei Karkar/ERAS Capital ownership is 39,621,909 shares as of the Closing Date. So looks like a buy to me (39,621,909+2,250,110=41,872,019).
My question is, is the float truly only 2.7M shares? Or are there legacy DeepGreen shares that are trading right now as well. For example, IRNT had 1.3M shares of float from the trust. But there were another 1.5M shares from non-locked up legacy holders that could be sold as soon as the transaction was consummated. This was called out in IRNT's proxy (search for "1.5 million shares").
I think the float is quite a bit higher. Check out page 74 here, which sounds like a bunch of insiders were not part of the lock-up: Sales of a substantial number of TMC Common Shares in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of the TMC Common Shares. Upon completion of the Business Combination, the initial shareholders will own approximately 2.3% of the outstanding TMC Common Shares, assuming no public shares are redeemed in connection with the Business Combination or approximately 2.5% of the outstanding TMC Common Shares assuming that all public shares are redeemed in connection with the Business Combination. In addition, certain Existing DeepGreen Securityholders that will be party to the Amended and Restated Registration Rights Agreement will own TMC Common Shares subject to lock-up restrictions representing approximately 49.7% of the outstanding TMC Common Shares, assuming no public shares are redeemed in connection with the Business Combination or approximately 55.4% of the outstanding TMC Common Shares assuming that all public shares are redeemed in connection with the Business Combination. While such Existing DeepGreen Security Holders and the initial shareholders will agree, and, in the case of the initial shareholders, will continue to be subject, to certain restrictions regarding the transfer of the TMC Common Shares, these shares may be sold after the expiration of the applicable lock-up restrictions. TMC may file one or more registration statements prior to or shortly after the Closing to provide for the resale of such shares from time to time. As restrictions on resale end and the registration statements are available for use, the market price of the TMC Common Shares could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.
https://www.sec.gov/Archives/edgar/data/1798562/000121390021042240/f424b30821_sustainableopp.htm