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United States securities and exchange commission logo
July 9, 2021
Scott Leonard
Chief Executive Officer and Director
Sustainable Opportunities Acquisition Corp.
1601 Bryan Street, Suite 4141
Dallas, Texas 75201
Re: Sustainable
Opportunities Acquisition Corp.
Amendment No. 2
Registration Statement on Form S-4
Filed June 22, 2021
File No. 333-255118
Dear Mr. Leonard:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-4
Tax Consequences of the Continuance to U.S. Holders, page 251
1. You disclose it is
intended that the Continuance qualify as a reorganization under Section
368(a)(1)(F) of the
Code (an F reorganization ) and the remainder of this discussion
assumes that the
Continuance so qualifies. As the tax consequences appear material to an
investor and tax
counsel has included a representation that a U.S. Holder that exchanges
its SOAC securities in
the Continuance for TMC securities should not recognize any gain
or loss on such
exchange, please provide a tax opinion on this matter. We note that you
have removed Exhibit
8.1 from your Exhibits Index. If you elect to use a short-form
opinion, the Exhibit 8
short-form opinion and the tax disclosure in the prospectus both
must state clearly that
the disclosure in the tax consequences section of the prospectus is
the opinion of the
named counsel. See Item 4(a)(6) of Form S-4, and Item 601(b)(8) of
Scott Leonard
Sustainable Opportunities Acquisition Corp.
July 9, 2021
Page 2
Regulation S-K. For guidance, refer to Section III of Staff Legal
Bulletin No. 19.
General
2. Please reconcile the statement that DeepGreen "can also move faster than
land-based
project developers" contained in the Form 425 filed on June 24, 2021 with
your
disclosures in the registration statement that "All phases of exploring
for and collecting
and processing polymetallic nodules will be subject to environmental
regulation in various
jurisdictions and under national as well as international laws and
conventions. No seafloor
polymetallic nodule deposit has been harvested on a commercial scale, and
it is not clear
what environmental parameters may need to be measured to satisfy
regulatory authorities
that an Exploitation Contract should be granted." We note that you have
not obtained any
final regulatory approval or licenses for collecting and processing
polymetallic
nodules under the various jurisdictions and that there is no definitive
timeframe to obtain
such approval yet.
You may contact Myra Moosariparambil, Staff Accountant, at (202)
551-3796 or Craig
Arakawa, Accounting Branch Chief, at (202) 551-3650 if you have questions
regarding
comments on the financial statements and related matters. Please contact George
K. Schuler at
(202) 551-3718 for engineering related questions. Please contact Kevin
Dougherty, Staff
Attorney, at (202) 551-3271 or Loan Lauren Nguyen, Legal Branch Chief, at (202)
551-3642
with any other questions.
Sincerely,
FirstName LastNameScott Leonard
Division of Corporation
Finance
Comapany NameSustainable Opportunities Acquisition Corp.
Office of Energy &
Transportation
July 9, 2021 Page 2
cc: Julian Seiguer
FirstName LastName