The New York business press will insists earnings season begins when JPMorgan (JPM: NYSE) reports on Tuesday. I’d suggest that it starts with a much more important company: ASML (ASML: NASDAQ), which makes possible the GPUs from Advanced Micro Devices (AMD: NASDAQ) and NVIDIA (NVDA: NASDAQ) and, indeed, make AI possible.

A day later Taiwan Semiconductor (TSM: NYSE) will issue a full Q2 earnings report. Their results will tell us more about the trajectory of AI, global trade, geopolitics, and power grids than anything a bank executive might say. Also reporting this week: Netflix (NFLX: NASDAQ).

For all past editions of this newsletter (and some really cool artwork), visit epistrophy.beehiiv.com. 

As always, I’m focused on three things:
1) Technology-driven change;
2) the latest in innovation and startup trends, and;
3) stock fraud.

Companies Discussed

In This Note:

• Companies Discussed

• TMC Lombardi Chart

• 📆 of Epistrophy Events

• Availability This Week

As electric vehicle makers scramble for critical minerals—Tesla (TSLA: NASDAQ), Rivian (RIVN: NASDAQ), Ford (F: NYSE), General Motors (GM: NYSE), and Porsche (P911: XETRA) among them—some investors are betting on unusual sources. One of the strangest is The Metals Company (TMC: NASDAQ), the deep-sea mining startup we wrote about last week. On Tuesday, July 8, after the close, TMC filed to hold a special shareholder meeting to authorize a massive increase in its share count—from 400 million to 750 million.

At the time of its 2021 de-SPAC transaction, TMC had about 192.4 million shares outstanding. By March 2025, that figure had grown to 305 million. Since then, the company has issued at least 38.8 million more shares and warrants.

The August 28 meeting asks shareholders to approve one key proposal: amending TMC’s 2021 Incentive Equity Plan to add 40 million shares to the pool reserved for stock options, RSUs, and other awards. That would lift the plan’s cap from 70.3 million shares to 110.3 million.

The company justifies the increase by disclosing that, as of June 16, just 163,526 shares remained available under the existing pool. But the real headline is that TMC has already granted 18.4 million awards—6.5 million options and 11.9 million RSUs—conditional on shareholder approval. If the vote fails, those grants cannot be honored. If it passes, insiders and consultants will walk away with tens of millions in newly minted equity.

A table in the proxy shows how concentrated these awards are. New director Michael Hess will get 5 million options plus 7.7 million Restricted Stock Units (RSUs), 1.8 million RSUs are for new director Alex Spiro and 1.5 million options and 2.4 million RSUs for Canadian consultant Brian Paes-Braga.

The board argues that equity is essential to attract and retain talent—and to pay people without draining the company’s limited cash. TMC admits it has been using stock to pay wages and fees to employees, directors and consultants. The board unanimously supports the proposal. A simple majority of votes cast is required to pass.

TMC has no revenues. Its survival depends on selling shares. That makes this proposal not just compensation policy, but a meaningful dilution event. Forty million new shares represent roughly 15% of total shares outstanding. The risk to shareholders is twofold. If they vote yes, management gains another 40 million shares to distribute—likely accelerating dilution. If they vote no, the company may lose or default on contracts with key insiders.

One grant stands out. Spiro, the recently appointed director, has no experience in natural resources, clean energy or mining. His background is in defending powerful, controversial men. He has represented Elon Musk in multiple matters. He has defended and convicted rapist Harvey Weinstein and New York mayor Eric Adams, who was charged with bribery and faces a civil lawsuit accusing him of exposing himself to an underling when he was a Transit Police officer. In 2017, Spiro himself was investigated by the NYPD for allegedly impersonating a police officer. Now he stands to gain equity worth tens of millions, provided TMC shareholders sign off.

TMC Lombardi Chart

📆 of Epistrophy Events

Availability This Week

I’ll be in San Francisco all week, tracking earnings from ASML (ASML: NASDAQ) and Taiwan Semiconductor (TSM: NYSE) closely. These aren’t just tech suppliers—they’re bellwethers for the physical limits of Moore’s Law, the energy demands of AI, and the fragility of global manufacturing.

Written reports are available to clients, with video summaries on YouTube, and of course our popular quick hits on earnings on Instagram and TikTok.

I hope these notes are helpful to you. I’d love to discuss them further and, as always, comments, questions and ideas are appreciated. If you have a friend or even a frenemy whom you think might benefit from this note, have them reach out and I’ll put them on the list.