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United States securities and exchange commission logo
July 26, 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. 3 to
Registration Statement on Form S-4
Filed July 14, 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.
Unless we note
otherwise, our references to prior comments are to comments in our July
9, 2021 letter.
Amendment No. 3 to Form S-4
Risk Factors
Risks related to Laws, Rules, Regulations and Policies
There is some uncertainty regarding the impact of polymetallic nodule
collection on
biodiversity..., page 50
1. We note your disclosure
that you cannot predict whether the environment and biodiversity
is impacted by your
activities, and if so, how long the environment and biodiversity will
take to recover. In
this regard, please also disclose here and related disclosure under
"Environmental Market
Opportunity" beginning on page 124 information about your
impact on disturbed
seabed that you have discussed in other publications. For
example, available
information on your website notes that restoring disturbed seabed to its
Scott Leonard
FirstName
SustainableLastNameScott Leonard Corp.
Opportunities Acquisition
Comapany
July NameSustainable Opportunities Acquisition Corp.
26, 2021
July 26,
Page 2 2021 Page 2
FirstName LastName
pre-collection state on human timescales presents substantial
scientific and logistical
challenges and that in terms of the extent to which residual nodule
cover (expected at 15%
of nodule mass) will aid recruitment and recovery of these species in
impacted areas, the
process will likely take a very long time and is dependent on habitat
connectivity, still
under study.
Environmental Market Opportunity, page 124
2. We note the disclosure that DeepGreen commissioned several lifecycle
assessments
(LCAs) looking at the cradle-to-gate impacts of producing nickel,
copper, cobalt and
manganese products for 1 billion EVs by 2050 scenario to
understand comparative ESG
footprints of metal production from nodules as compared to
conventional land ores. You
have attributed certain findings from such third-party studies in your
registration
statement. Please file the consents of these third-parties as exhibits
to your registration
statement or provide us with your analysis as to why you do not
believe you are required
to do so. Refer to Rule 436 under the Securities Act. Additionally,
revise the heading
"Impact Facts" for the graphical presentation on page 126 to clarify
that the results
presented are from a commissioned assessment.
U.S. Federal Income Tax Considerations
Tax Consequences of the Continuance to U.S. Holders, page 251
3. In response to comment 1, you disclose that the Continuance "generally
should" qualify as
a tax-deferred reorganization and 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. You further state that due to the absence of direct guidance
on the statutory
conversion of a corporation holding only investment-type assets such
as SOAC, it is not
possible to predict whether the IRS or a court considering the issue
would take a contrary
position. Please provide disclosure setting forth the risks of the
uncertain tax treatment.
For example, if the Continuance is treated as a taxable event, please
explain how holders
would be taxed in such circumstance. For guidance, see Section III.C.4
of Staff Legal
Bulletin No. 19 (October 14, 2011).
General
4. We note your response to comment 2. Please revise page 120 and related
disclosures
elsewhere in your filing to include more balanced disclosure regarding
the advantages of
seafloor mining compared to land sources. Disclosures elsewhere note
the unknown
potential environmental and social impact of seafloor mining and that
no seafloor
polymetallic nodule deposit has been harvested on a commercial scale
to date. We further
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.
Scott Leonard
Sustainable Opportunities Acquisition Corp.
July 26, 2021
Page 3
Exhibits
5. We note disclosure in various places throughout your prospectus, such as
under "The
NORI Sponsorship Agreement" on page 137, that NORI is sponsored by Nauru
pursuant
to a certificate of sponsorship signed by the Government of Nauru on
April 11, 2011, and
also that throughout the period of the NORI Exploration Contract with the
ISA, NORI
must be sponsored by a State that is party to UNCLOS. Accordingly, please
file as an
exhibit the certificate of sponsorship signed by the Government of Nauru
on April 11,
2011. See Item 601(b)(10) of Regulation S-K.
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 26, 2021 Page 3
cc: Julian Seiguer
FirstName LastName