Business Context and Reporting Period
This Form 8-K, dated August 27, 2021, is filed by Sustainable Opportunities Acquisition Corp. ("SOAC"). The filing announces the company's intent to voluntarily delist its securities from the New York Stock Exchange (NYSE) upon the consummation of its pending business combination with DeepGreen Metals Inc. ("DeepGreen"). Following the transaction, the company will migrate from the Cayman Islands to British Columbia, Canada, and change its name to "TMC the metals company Inc." ("TMC").
Key Financial Metrics
This filing is a current report regarding a corporate event and does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity metrics. The filing text does not provide a clear value for any financial performance indicators.
Material Changes and Transaction Details
- Delisting and Relisting: SOAC intends to delist from the NYSE and list on the Nasdaq Global Select Market following the business combination.
- Timeline: The business combination is expected to close on September 7, 2021, subject to shareholder approval on September 3, 2021, and other customary conditions.
- Trading Symbols: Post-combination trading on Nasdaq is expected to begin on or about September 8, 2021, under the ticker symbols "TMC" (common shares) and "TMCWW" (warrants).
- Corporate Structure: The company will undergo a continuance to British Columbia, Canada. Class A and B ordinary shares will be renamed TMC Common Shares, and warrants will be adjusted to purchase TMC Common Shares.
- Unit Status: SOAC will not have any units traded following the closing date.
Outlook, Risks, and Management Commentary
Management highlights significant risks and uncertainties associated with the forward-looking statements in this filing. Key risks include:
- Failure to obtain shareholder or regulatory approvals necessary to close the transaction.
- Termination of the Business Combination Agreement due to unforeseen events.
- Commercial and technical feasibility of seafloor polymetallic nodule mining and processing.
- Regulatory frameworks for deep seabed mining, specifically regarding the International Seabed Authority (ISA) and the Clarion Clipperton Zone.
- Market volatility regarding the supply, demand, and pricing of battery metals.
- Impact of the COVID-19 pandemic on operations and transaction completion.
Investors are directed to the Proxy Statement/Prospectus filed on Form S-4 for detailed information regarding DeepGreen and the proposed combination.
Investor Verification Checklist
- Verify the outcome of the extraordinary general meeting scheduled for September 3, 2021, to confirm shareholder approval.
- Confirm the successful filing of Form 25 with the SEC regarding the NYSE delisting.
- Monitor the commencement of trading on Nasdaq under the new ticker symbols "TMC" and "TMCWW" on or about September 8, 2021.
- Review the definitive Proxy Statement/Prospectus for detailed risk factors and financial projections of the combined entity.
- Track regulatory developments regarding deep seabed mining and the exploitation of polymetallic nodules.