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United States securities and exchange commission logo
June 16, 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. 1
Registration Statement on Form S-4
Filed May 27, 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 May
5, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-4
Mineral Resource Estimate, page 148
1. We note your response
to comment 10 stating you included additional general disclosure
in your filing. Please
revise your filing to include the cutoff grade calculation using your
specific costs and the
annual km2 per year processed.
Economic Analysis, page 153
2. We note your disclosure
of capital and operating costs based upon the NORI initial
assessment. Capital and
operating cost estimates in an initial assessment must have an
accuracy level of at
least plus or minus 50% and a contingency level of no greater that
25% pursuant to Item
1302(d)(4)(i) of Regulation S-K. Please revise to include the
Scott Leonard
FirstName
SustainableLastNameScott Leonard Corp.
Opportunities Acquisition
Comapany
June NameSustainable Opportunities Acquisition Corp.
16, 2021
June 16,
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accuracy level and contingency level of your initial assessment.
Exhibit 96.1
Cut Off Grade, page 160
3. We note your response to comment 25 stating you included additional
general disclosure
in your filing. Please revise your filing to include the calculation
of your cutoff grade
using your specific costs and disclose the annual km2 per year
processed. In addition
please add to your LOM Production Summary tables, the annual area
processed or swept
consistent with your text, operational metrics, and lease area.
Exhibit 96.2
Cut-off grade, page 175
4. We note your response to comment 28 stating you included additional
general disclosure
in your filing. Please revise your filing to include the cutoff grade
calculation using the
specific costs and the annual km2 per year processed.
TOML Acquisition, page 187
5. We note your disclosure, the TOML Exploration Contract is in the
development stage
which is defined by SK 1300 as a mineral property with reserves. At
page 128, you
describe DeepGreen is in the prefeasibility study phase, which also
may imply you have
determined reserves. Please review your usage of the terms stage and
phase throughout
you filing and modify for clarity as necessary. For example, the
statement on page 128
could be clarified to state DeepGreen is an exploration stage issuer
with a completed
initial assessment that is currently working towards a prefeasibility
study.
Amendment No. 1 to Registration Statement on Form S-4
Questions and Answers
Q: What Interests Do SOAC's Current Officers and Directors Have in the Business
Combination,
page 11
6. We note your revisions in response to comment 4. Please also revise to
quantify
the current value of securities held, loans extended, fees due, and
out-of-pocket expenses
for which the sponsor and its affiliates are awaiting reimbursement.
Provide similar
disclosure for the company s officers and directors, if material.
Neither the SOAC Board nor any committee thereof obtained a third-party
valuation, page 65
7. We note your response to comment 17. Please revise this risk factor to
highlight that
DeepGreen's valuation was based on projected EBITDA in 2027 which was
substantively
derived from an initial assessment which contained various assumptions
and limitations.
Additionally, please disclose here or in a new risk factor the
material risks to unaffiliated
investors presented by taking DeepGreen public through a merger rather
than an
Scott Leonard
FirstName
SustainableLastNameScott Leonard Corp.
Opportunities Acquisition
Comapany
June NameSustainable Opportunities Acquisition Corp.
16, 2021
June 16,
Page 3 2021 Page 3
FirstName LastName
underwritten offering. These risks could include the absence of due
diligence conducted
by an underwriter that would be subject to liability for any material
misstatements or
omissions in a registration statement.
Unaudited Pro Forma Condensed Combined Balance Sheet, page 86
8. The historical equity balances of SOAC as of March 31, 2021 are
consistent with the
balances presented in SOAC's Form 10-Q filed May, 25, 2021, however
they are not
consistent with the balances presented in the condensed balance sheet
as of March 31,
2021 on page F-26. Please explain this discrepancy or revise the
disclosures throughout
the filing, as needed.
Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments, page 90
9. We note your adjustments 2(k) and 3(b) related to the first two
milestone payments in
amendment #3 to your PMTS agreement with Allseas. We understand that
the first
milestone requires confirmation from Allseas of placing orders of
certain equipment and
demonstrating certain progress on construction of the collector
vehicle and the second
milestone requires confirmation of successful collection of the North
Sea test. Please tell
us if these milestone events have occurred or if you have assessed
them as probable
to occur, providing details sufficient to understand the status of
meeting these milestones
to support your pro forma adjustments.
Environmental Market Opportunity, page 124
10. We note your response to comment 7. In terms of the ESG footprints of
metals production
from nodules, please address here and in the Risk Factors section the
limitations and
uncertainties of calculating the relative impacts and benefits from
land-based and deep-sea
based mining, such as those that are discussed in your white paper
"Where Should Metals
for the Green Transition Come From?" available at your website. For
example, describe
the most significant impact of nodule collection, including the
biodiversity impacts, and
the related assumptions that are suggested in your white paper.
11. Revise to further explain and provide supplemental support for your
claim that "as
compared to land-based sources, polymetallic nodule collection has
many advantages that
allow DeepGreen to reduce the potential environmental and social
impact of primary
metal production, including the potential for up to a 90% reduction in
climate change
impacts." Please also disclose any material assumptions which underlie
this statement.
Key Trends, Opportunities and Uncertainties, page 177
12. We note your response to comment 7. Please revise this section to
enhance your
disclosure to describe any known trends and uncertainties related to
DeepGreen's
operations which might be impacted by environmental, climate and other
governmental
regulations for deep sea mineral exploration and collection
activities.
Scott Leonard
Sustainable Opportunities Acquisition Corp.
June 16, 2021
Page 4
Beneficial Ownership of Securities, page 198
13. Please disclose the person(s) who directly or indirectly exercise sole or
shared voting or
investment control over the shares held by Ramas Energy Opportunities I,
L.P. Refer to
Item 403 of Regulation S-K.
Background to the Business Combination, page 219
14. We note your response to comment 19. Please revise to expand your
disclosure to
describe the alternative companies and transactions, and disclose the
reasons why you did
not pursue each alternative.
Certain DeepGreen Projected Financial Information , page 228
15. We note your revised disclosure in response to comment 21. You revised to
disclose that
the DeepGreen unaudited prospective financial information was based on an
economic
analysis included in the NORI Technical Report Summary filed as Exhibit
96.1 prepared
by AMC. Please also revise to disclose the assumptions underlying the
projections for the
accuracy and contingency levels determined by the qualified person in the
NORI
Technical Report. Please also disclose here the assumption that the date
of the investment
decision (decision to mine) on the NORI Contract Area is expected to be
on or
around June 30, 2023.
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
June 16, 2021 Page 4
cc: Julian Seiguer
FirstName LastName