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United States securities and exchange commission logo
May 5, 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.
Registration
Statement on Form S-4
Filed April 8, 2021
File No. 333-255118
Dear Mr. Leonard:
We have reviewed your 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.
Form S-4
Cover page
1. We note your disclosure
in bolded language that public shareholders may elect to redeem
their Public Shares
even if they vote for the Business Combination Proposal. We further
note your disclosures
on pages 17 and F-8 that "each Public Shareholder may elect to
redeem their Public
Shares irrespective of whether they vote for or against the proposed
transaction." Please
clarify your disclosures here and elsewhere to address the redemption
rights if a public
shareholder elects to redeem their public shares, without voting, and if
they do vote,
irrespective of whether they vote for or against the Business Combination
Proposal and the other
proposals herein.
2. We note that you have
included as separate proposals, Proposal 3, the Charter Proposal,
and Proposal 4, the
Organizational Documents Proposals. The Charter proposal appears to
Scott Leonard
FirstName
SustainableLastNameScott Leonard Corp.
Opportunities Acquisition
Comapany
May 5, 2021NameSustainable Opportunities Acquisition Corp.
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be a vote to approve the TMC Notice and Articles, and you direct
investors to refer to
Proposal 4 the Organizational Documents Proposals to see a summary of
the key
differences between the Memorandum and Articles of Association of SOAC
under
Cayman Islands law and the TMC Notice and Articles under the BCBCA. We
note that
the approval of the Charter Proposal (with the exception of the change
in authorized share
capital which requires an ordinary resolution) requires a special
resolution under Cayman
Islands law, whereas the Organizational Documents Proposals require
only a a non-
binding advisory resolution. It appears that under the Cayman Islands
Companies Act and
SOAC's Amended and Restated Memorandum and Articles of Association a
company
may, by special resolution, alter its memorandum of association with
respect to any
objects, powers or other matters specified therein. See e.g., Section
10 of the Cayman
Islands Companies Act and Section 18.3 of the SOAC amended and
restated
memorandum. Please clarify why you have included the Charter Proposal
and the
Organizational Documents Proposal as separate proposals, and tell us
whether you will
provide stockholders with a separate vote regarding the the material
changes to SOAC's
Memorandum and Articles of Association and subject such proposals to a
special
resolution under Cayman Islands law. For guidance, see also Question
201.01 of the
Division s Exchange Act Rule 14a-4(a)(3) Compliance and Disclosure
Interpretations.
Also include in your subsequent amendment the form of proxy card for
review and clarify
whether any proposal is conditioned upon another proposal.
Questions and Answers, page 8
3. Please include a separate question and answer to address the separate
steps to the initial
business combination and why you are including a Charter Proposal and
a non-binding
advisory Organizational Documents Proposal.
4. Please include a separate question and answer to address the conflicts
of interest
considered by the SOAC Board in its recommendation to enter into an
initial business
combination with DeepGreen, including a discussion of the Sponsor
Earnout Shares. We
note your disclosure on page 214 that "SOAC Board also considered that
some officers
and directors of SOAC might have interests in the Business Combination
as individuals
that are in addition to, and that may be different from, the interests
of SOAC s
shareholders."
Risk Factors
Risks Relating to the Business Combination and SOAC, page 63
5. We note that you are registering only a portion of the common shares
to be issued upon
closing of the business combination and related transactions, as well
as your summary
risk factor disclosure on page 39 that a significant portion of your
total outstanding shares
are restricted from immediate resale but may be sold into the market
in the near future
which could cause the market price of your Class A ordinary shares to
drop significantly,
even if TMC s business is doing well. Please disclose the risks
attendant to this scenario
Scott Leonard
FirstName
SustainableLastNameScott Leonard Corp.
Opportunities Acquisition
Comapany
May 5, 2021NameSustainable Opportunities Acquisition Corp.
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in your risk factors section, and within this revision, please
quantify the number of such
shares that could be sold into the market in the near future.
Information About DeepGreen
Overview, page 113
6. We note your overview of all your mineral properties. Please state
which of your
properties you consider to be material and describe to us the basis
underlying your
materiality determination.
Environmental Market Opportunity, page 117
7. You disclose that DeepGreen believes that it is positioned to become
one of the lowest
ESG footprint metal companies in the industry, offering an expected
70-99% reduction of
most lifecycle ESG impacts. Please define what you consider lifecycle
ESG impacts and
your basis for your belief that DeepGreen will achieve a 70-99%
reduction in such
impacts. Please also address any limitations to this belief. For
example, in terms of per-
kilogram emissions from DeepGreen's production, it appears this may be
relative to land
ore averages depending on if your contractor does not use hydropower
or another
renewable source to process the nodule, as discussed in your White
Paper Questions and
Answers as available on DeepGreen's website.
Summary of Mineral Resources, page 120
8. Please state your point of reference, such as in-situ, for all your
resource estimates. See
Item 1303(b)(3)(v) of Regulation S-K.
Mineral resource estimate, page 139
9. We note you report wet tons quantities and abundance, along with dry
weight percentages
for your respective metal analyses. Please clarify this mixed
disclosure and include your
estimated moisture content along with the overall resource recovery
factors as a footnote
to your resource estimates.
Mineral resource estimate, page 140
10. We note your mineral resource estimate for NORI Area D was determined
using a 4
kg/m2 abundance cut-off which was derived from the estimates of your
costs and
revenues presented in the NORI Technical Report Summary. Please
disclose the method
of calculation using your metal prices, mining/processing costs, and
metallurgical
recoveries.
Assumed Economic Inputs, page 147
11. We note your price estimate forecasts were provided by CRU
International Limited.
Please disclose the preparation date for this market report, confirm
this is the same report
Scott Leonard
FirstName
SustainableLastNameScott Leonard Corp.
Opportunities Acquisition
Comapany
May 5, 2021NameSustainable Opportunities Acquisition Corp.
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utilized in Exhibits 96.1 and 96.2, and provide a copy supplementally
of this report.
Production schedule, page 147
12. We note your cash flow analysis includes inferred resources which
amount to
approximately 2% of your total production. Please note Item
1302(d)(4)(ii)(C) of
Regulation S-K requires disclosure, with equal prominence, of the
results of the economic
analysis excluding inferred resources in addition to the results that
include inferred
resources. In the event there is not a significant difference, make a
statement to that
effect.
Employment Arrangements, page 163
13. We note the disclosures related to DeepGreen's employment agreements
with several of
its officers that are currently in effect. We further note the
disclosure that you are
currently negotiating employment agreements with these officers for
the post-close
merger entity. Please file as exhibits to the registration statement
the employment
agreements with DeepGreen's members of management.
DeepGreen's Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Contractual Obligations and Commitments, page 174
14. You disclose here that as at December 31, 2020, DeepGreen s original
commitment of
$30 million in cash and 10 million common shares still remained to be
completed as such
obligation is dependent upon successful completion by Allseas of the
collector test. In
terms of the $30 million owed, please disclose here the timing of such
payments disclosed
on page 123-124, including that DeepGreen would pay to Allseas
$10,000,000 on June 30,
2021 on confirmation of placing an order for certain equipment and
demonstrating certain
progress on construction of the collector vehicle. Please disclose if
this payment is
expected to be due on June 30, 2021.
Governing Law, page 203
15. We note the disclosure that the Business Combination Agreement is
governed by and
construed in accordance with the laws of the State of Delaware,
without giving effect to
any choice of law or conflict of law provision or rule (whether of the
State of Delaware or
any other jurisdiction) that would cause the application of the law of
any jurisdiction other
than the State of Delaware (except that the (i) Cayman Islands
Companies Act (as
Revised) also applies to the Continuance and (ii) laws of the Province
of British
Columbia, Canada also applies to the Continuance, the Preferred Share
Conversion, the
Convertible Debenture Conversion and corporate matters related to the
DeepGreen
Information Circular, the DeepGreen Securityholders meeting and the
Plan of
Arrangement). Please expand the disclosure here to provide additional
details to this brief
reference and explain the instances when both the Cayman Islands
Companies Act (as
Scott Leonard
FirstName
SustainableLastNameScott Leonard Corp.
Opportunities Acquisition
Comapany
May 5, 2021NameSustainable Opportunities Acquisition Corp.
May 5,
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FirstName LastName
Revised) and the laws of the Province of British Columbia, Canada
would apply to the
Continuance.
PIPE Financing, page 205
16. We note that concurrently with the execution of the Business
Combination Agreement,
SOAC entered into the Subscription Agreements with each of the PIPE
Investors,
pursuant to which the PIPE Investors have agreed to subscribe for and
purchase, and
SOAC has agreed to issue and sell to the PIPE Investors, an aggregate
of 33,030,000
TMC Common Shares, for aggregate gross proceeds of $330,300,000, and
that SOAC will
grant the PIPE Investors certain registration rights in connection
with the PIPE
Financing. We further note that the PIPE Investors will own
approximately 11% of the
outstanding TMC common stock after the initial business combination.
Please revise to
identify the PIPE Investors.
Proposal No. 2 --The Business Combination Proposal
Background to the Business Combination, page 205
17. Please revise your disclosure to discuss how the nature and amount of
consideration, and
transaction structure and other material terms were determined,
including how the parties
agreed to and the basis underpinning the pre-transaction equity value
ascribed to
DeepGreen of $2.25 billion.
18. Please discuss the key finding with the respect to the due diligence
review of DeepGreen
that each of K&E, ERM Consulting & Engineering, Inc. and Riveron
Consulting, LLC
provided SOAC between January 27, 2021 and March 3, 2021.
19. You disclose on page 206 that SOAC submitted non-binding term sheets
or proposals to
six potential business combination targets (including DeepGreen) that
SOAC believed,
based on, among other things, its and its advisors preliminary due
diligence and
evaluation and analysis, were most suitable for a business
combination. You further
disclose on page 208 that in connection with the execution of the
Letter of Intent that
contained a binding exclusivity period, SOAC abandoned the other
potential business
combination opportunities. Revise to provide additional details
explaining why SOAC
did not pursue a potential business combination with each of the five
alternative
proposals.
20. We note the disclosure that following a discussion on or about
December 18, 2020 with
Nomura Securities International, Inc. (Nomura), DeepGreen s
financial advisor, SOAC
informed Nomura that it wished to begin discussions regarding a
potential business
combination involving SOAC and DeepGreen. Please clarify who initiated
contact related
to the initial business combination involving DeepGreen.
Scott Leonard
FirstName
SustainableLastNameScott Leonard Corp.
Opportunities Acquisition
Comapany
May 5, 2021NameSustainable Opportunities Acquisition Corp.
May 5,
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The SOAC Board's Reasons for the Business Combination
Valuation supported by financial analysis and due diligence, page 213
21. You disclose that the SOAC Board determined that the valuation
analysis conducted by
SOAC s management team, based on the trading levels of comparable
companies and the
materials and financial projections provided by DeepGreen, supported
the equity valuation
of DeepGreen. Please disclose the financial projections provided by
DeepGreen,
including qualitative and quantitative disclosure of the material
assumptions underlying
these financial projections. In this regard, for example, we note the
financial projections
provided on slide 17 of the investor presentation filed in Exhibit
99.2 to your Form 8-K
filed March 4, 2021.
Exhibits
22. Please file the Option and Services Agreement with Marawa and
Kiribati. See Item
601(b)(10) of Regulation S-K.
Exhibit 96.1 - Introduction, page 31
23. Please state the qualified persons responsible for sections 8.4 and
8.5 of your technical
report.
Exhibit 96.1 - Sample preparation, analysis, and security, page 97
24. Please revise to discuss the opinion of the qualified person in
regards to the adequacy of
sample preparation, security, and analytical procedures, as required
by Item 601 paragraph
(96)(iii)(b)(8)(iv) of Regulation S-K or, alternatively tell us where
this information is
located in your technical report summary.
Exhibit 96.1 - Mineral Resource Estimate, page 127
25. We note your mineral resource estimate for NORI Area D was determined
using a 4
kg/m2 abundance cut-off which was derived from the estimates of your
costs and
revenues presented in this Technical Report Summary. Please disclose
the detailed
method of calculation using your metal prices, mining/processing
costs, and metallurgical
recoveries. See Item 601 paragraph (96)(iii)(b)(11)(iii) of Regulation
S-K.
Exhibit 96.1 - Mineral Resource Classification, page 172
26. Please revise to discuss the qualified person s opinion on whether
all issues relating to
relevant technical and economic factors likely to influence the
prospect of economic
extraction can be resolved with further work as required by Item 601
paragraph
(96)(iii)(b)(11)(vii) of Regulation S-K.
Scott Leonard
FirstName
SustainableLastNameScott Leonard Corp.
Opportunities Acquisition
Comapany
May 5, 2021NameSustainable Opportunities Acquisition Corp.
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Exhibit 96.1 - Market Studies, page 241
27. We note your price estimate forecasts were provided by CRU
International Limited.
Please disclose the preparation date for this market report and
explain, with particularity,
your reasons for using the selected prices, including the material
assumptions underlying
those price selections. This explanation must include disclosure of
the time frame used to
estimate the commodity price and unit costs for cut-off grade
estimation, and the reasons
justifying the selection of that time frame. See Item 601 paragraph
(96)(iii)(b)(11)(iii) of
Regulation S-K.
Exhibit 96.2 - Cut-off grade, page 175
28. We note your mineral resource estimate for TOML Areas were determined
using a 4
kg/m2 abundance cut-off which was derived from the estimates of your
costs and
revenues presented in the NORI Technical Report Summary. Please
disclose the detailed
method of calculation using your metal prices, mining/processing
costs, and metallurgical
recoveries. See Item 601 paragraph (96)(iii)(b)(11)(iii).
Exhibit 96.2 - Mineral Resource Classification, page 176
29. We note your summary disclosure of the TOML Resources. Please
separately report the
TOML resources for Areas A, B, C, D, E, and F.
Exhibit 96.2 - Market Studies, page 196
30. We note your price estimate forecasts were provided by CRU
International Limited.
Please disclose the preparation date for this market report and
explain, with particularity,
your reasons for using the selected prices, including the material
assumptions underlying
those price selections. This explanation must include disclosure of
the time frame used to
estimate the commodity price and unit costs for cut-off grade
estimation, and the reasons
justifying the selection of that time frame. See Item 601 paragraph
(96)(iii)(b)(11)(iii) of
Regulation S-K.
General
31. Please provide your analysis to explain the vote threshold required
thereunder for
shareholder approval for the Business Combination Proposal to approve
and adopt the
Business Combination Agreement. In this regard, please tell us whether
Sections 237.7
and 233.6 of the Caymans Islands Companies Act under the Cayman
Islands Companies
Act (a plan of merger or consolidation shall be authorised by each
constituent company by
way of a special resolution) would be applicable.
32. Please include the Annexes within the table of contents.
Scott Leonard
Sustainable Opportunities Acquisition Corp.
May 5, 2021
Page 8
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
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
May 5, 2021 Page 8
cc: Julian Seiguer
FirstName LastName