Business Context and Reporting Period
This Form 8-K, filed on September 3, 2021, reports on an extraordinary general meeting held by Sustainable Opportunities Acquisition Corp. (SOAC). The filing details the shareholder vote results regarding a proposed business combination with DeepGreen Metals, Inc. (DeepGreen), a company focused on deep-sea mining of battery metals. The filing also notes that the combined entity is expected to trade on the Nasdaq Global Select Market under the symbols "TMC" and "TMCWW" following the transaction's closing.
Key Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity for the reporting period. This document focuses exclusively on corporate governance events and voting results rather than financial performance data.
Material Changes and Voting Results
Shareholders representing 65.09% of the voting power (24,410,605 ordinary shares) attended the meeting. All six proposals were approved by the shareholders:
- Proposal 1 (Continuance): Approved with 2,999,605 votes for, 1,405,857 against, and 5,143 abstentions.
- Proposal 2 (Business Combination): Approved with 22,999,668 votes for, 1,406,717 against, and 4,220 abstentions.
- Proposal 3 (Charter): Approved with 22,999,528 votes for, 1,406,687 against, and 4,390 abstentions.
- Proposal 4A-4F (Organizational Documents): All sub-proposals were approved with significant majorities in favor.
- Proposal 5 (NYSE Listing): Approved with 22,999,091 votes for, 1,407,157 against, and 4,357 abstentions.
- Proposal 6 (Incentive Equity Plan): Approved with 22,721,481 votes for, 1,668,727 against, and 20,397 abstentions.
Due to the approval of these proposals, the "Adjournment Proposal" was not presented.
Outlook, Risks, and Management Commentary
Following the shareholder approval, the business combination transactions are expected to close promptly, subject to the satisfaction or waiver of closing conditions, and no later than the third business day thereafter. The combined company will be known as TMC The Metals Co Inc.
Risks and Uncertainties: The filing includes extensive forward-looking statements and risk factors, including:
- Failure to obtain necessary regulatory approvals or satisfy closing conditions.
- Termination of the Business Combination Agreement.
- Impact of the COVID-19 pandemic on operations.
- Technical and commercial feasibility of seafloor polymetallic nodule mining.
- Volatility in battery metal supply, demand, and pricing.
- Uncertainty regarding International Seabed Authority (ISA) exploitation regulations.
- Environmental risks and potential reclamation expenses.
- Dependence on key management personnel.
Investor Verification Checklist
- Verify the satisfaction of all closing conditions outlined in the Business Combination Agreement dated March 4, 2021.
- Confirm the official listing of the new securities (TMC and TMCWW) on the Nasdaq Global Select Market.
- Review the definitive proxy statement/prospectus filed on August 13, 2021, for detailed terms of the transaction and risk factors.
- Monitor regulatory developments regarding deep-sea mining and ISA exploitation regulations.
- Assess the technical feasibility and timeline for DeepGreen's mining operations and resource estimates.