Filing identity and business context
Important identity mismatch: The request identifies TMC The Metals Co Inc., but the supplied filing is Sustainable Opportunities Acquisition Corp. (SOAC), a Cayman Islands blank-check company. The filing does not report TMC’s operating or financial results.
This is SOAC’s unaudited Form 10-Q for the quarter ended March 31, 2020, signed June 17, 2020. SOAC was formed to pursue a business combination, with an intended focus on businesses with strong environmental, social and governance profiles. As of March 31, it had not begun operations or selected a target.
Financial results and position
| Metric | Result |
|---|---|
| Revenue | None; SOAC stated it would not generate operating revenue before completing a business combination. |
| General and administrative expenses / net loss | $58,999 for the three months ended March 31, 2020; basic and diluted loss per share was $0.01. |
| Cash flow | Net cash used in operating activities was $0; cash was $0 at both the beginning and end of the quarter. |
| Assets | $622,097 at March 31, mainly deferred offering costs of $605,232. |
| Current liabilities | $665,135, including accounts payable of $111,227, accrued expenses of $407,596, and a related-party note payable of $146,312. |
| Equity and liquidity | Shareholders’ deficit was $43,038; working capital deficit was approximately $648,000. No working-capital loans were outstanding at quarter-end. |
There are no operating results for a prior-year comparable quarter in the supplied statements. The balance sheet compares March 31, 2020 with December 31, 2019; total assets rose from $119,621 and equity of $15,961 to the quarter-end amounts above, alongside increased accrued expenses and offering-related costs.
Subsequent financing, outlook and risks
- After quarter-end, SOAC completed its IPO on May 8, 2020: 30 million units at $10 each, producing $300 million gross proceeds. It also sold 9.5 million private-placement warrants for $9.5 million. The filing says $300 million was placed in the trust account and approximately $3.1 million of private-placement proceeds remained outside it for liquidity.
- IPO offering costs were approximately $17.4 million, including $10.5 million of deferred underwriting commissions. The sponsor note was fully repaid on May 8, 2020.
- Management said available working capital and potential sponsor or insider borrowing were expected to meet needs through the earlier of a business combination or one year from the filing. Potential future working-capital loans were not committed.
- SOAC had 18 months from the IPO closing—through November 8, 2021—to complete a business combination, or it would wind up and redeem public shares under the stated terms. Public shareholders could redeem shares in connection with a combination; warrants could expire worthless if no combination occurred.
- Management warned that COVID-19-related restrictions, market disruption, and difficulty arranging meetings or financing could delay or impair a business combination. The filing states the financial statements were not adjusted for this uncertainty.
- The filing reported no legal proceedings, no off-balance-sheet arrangements, and no material changes to previously disclosed risk factors. Management concluded disclosure controls were effective and reported no material change in internal control over financial reporting.
Key facts for investors to verify
- Confirm the intended issuer: this filing is for SOAC, not TMC The Metals Co Inc.
- Check subsequent filings for the IPO proceeds, trust-account balance, any over-allotment exercise, and use of funds outside the trust.
- Verify whether SOAC identified or completed a business combination and whether public-share redemptions or financing altered the transaction’s economics.
- Review sponsor-related arrangements, deferred underwriting commissions, potential working-capital loans, and warrant dilution and exercise terms.