S-4/A 1 fs42021a2_sustainable.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on June 22, 2021

No. 333-255118

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________

Amendment No. 2 to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________________________

SUSTAINABLE OPPORTUNITIES ACQUISITION CORP.*
(Exact name of registrant as specified in its charter)

____________________________________

Cayman Islands*

 

6770

 

98-1523768

(State or other jurisdiction of
incorporation or organization)

 

(Primary Standard Industrial
Classification Code Number)

 

(I.R.S. Employer
Identification No.)

1601 Bryan Street, Suite 4141
Dallas, Texas 75201
Tel: (952) 456-5304

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

____________________________________

Scott Leonard
1601 Bryan Street, Suite 4141
Dallas, Texas 75201
Tel: (952) 456-5304

(Name, address, including zip code, and telephone number, including area code, of agent for service)

____________________________________

Copies of all communications, including communications sent to agent for service, should be sent to:

Julian J. Seiguer, P.C.
Bryan D. Flannery
Kirkland & Ellis LLP
609 Main Street
Houston, TX 77002
Tel: (713) 836
-3600

 

Warren M. Katz
Karine Bilodeau
Stikeman Elliott LLP
1155 René
-Lévesque Blvd. West,
41
st Floor
Montréal, Quebec H3B 3V2
Tel: (514) 397
-3000

 

Michael L. Fantozzi. Esq.
Jeffrey P. Schultz, Esq.
Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
Tel: (617) 542
-6000

____________________________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective and upon completion of the business combination.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 

 

Large accelerated filer

 

 

Accelerated filer

 

   

Non-accelerated filer

 

 

Smaller reporting company

 

           

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. 

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) 

Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer) 

 

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CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered

 

Amount
to be Registere
d(4)

 

Proposed Maximum Offering Price Per Unit

 

Proposed Maximum Aggregate Offering Price

 

Amount of Registration Fee

TMC Common Shares(1)

 

37,500,000

 

$

9.95

(5)

 

$

373,125,000

 

$

40,707.94

(9)

TMC Common Shares issuable upon exercise of warrants(2)

 

24,500,000

 

$

11.50

(6)

 

$

281,750,000

 

$

30,738.93

(9)

Warrants to purchase TMC Common Shares(3)

 

24,500,000

 

$

0.905

(7)

 

$

22,172,500

 

 

(10)

Total

     

 

 

 

 

 

   

$

71,446.87

(11)

____________

(1)      The number of common shares of TMC (as defined below) being registered represents (i) 30,000,000 Class A ordinary shares (the “public shares”) that were registered pursuant to the Registration Statement on Form S-1 (SEC File No. 333-237245) (the “IPO registration statement”) and offered by SOAC (as defined below) in its initial public offering, (ii) 7,500,000 Class B ordinary shares (the “Class B Shares” and, together with the public shares, the “Ordinary Shares”). The identifying name for the Ordinary Shares will be changed to common shares of TMC (the “TMC Common Shares”) as a result of the Continuance (as defined below).

(2)      Represents TMC Common Shares to be issued upon the exercise of (i) 15,000,000 redeemable warrants (the “Public Warrants”) to purchase Class A ordinary shares of SOAC that were registered pursuant to the IPO registration statement and offered by SOAC in its initial public offering and (ii) 9,500,000 warrants to purchase Class A ordinary shares of SOAC that were issued in a private placement concurrently with the initial public offering (the “Private Placement Warrants” and, together with the Public Warrants, the “Warrants”). The Warrants will automatically be converted by operation of law into warrants to acquire TMC Common Shares as a result of the Continuance.

(3)      The number of warrants to acquire TMC Common Shares being registered represents (i) 15,000,000 Public Warrants and (ii) 9,500,000 Private Placement Warrants.

(4)      Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.

(5)      Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Class A ordinary shares of SOAC (the entity to which TMC will succeed following the Continuance) on the New York Stock Exchange (the “NYSE”) on April 6, 2021 ($9.95 per Class A ordinary share). April 6, 2021 was a recent date for which the reported high and low prices of the Class A ordinary shares of SOAC were available prior to the initial filing of this registration statement (such date being within five business days of the date that this registration statement was first filed with the Securities and Exchange Commission (the “SEC”)). This calculation is in accordance with Rule 457(f)(1) of the Securities Act.

(6)      Represents the exercise price of the Warrants.

(7)      Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Public Warrants of SOAC (the entity to which TMC will succeed following the Continuance) on the NYSE on April 6, 2021 ($0.905 per Public Warrant). April 6, 2021 was a recent date for which the reported high and low prices of the Public Warrants of SOAC were available prior to the initial filing of this registration statement (such date being within five business days of the date that this registration statement was first filed with the SEC). This calculation is in accordance with Rule 457(f)(1) of the Securities Act.

(9)      Calculated by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.0001091.

(10)    No registration fee is required pursuant to Rule 457(g) under the Securities Act.

(11)    Previously paid.

*        Immediately prior to the consummation of the Business Combination, Sustainable Opportunities Acquisition Corp., a Cayman Islands exempted company limited by shares (“SOAC”), intends to migrate to and be continued as a company existing under the laws of British Columbia, Canada (the “Continuance”). All securities being registered will be issued by the continuing entity following the Continuance, which will be renamed “TMC the metals company Inc.,” as a result of the Continuance. As used herein, “TMC” refers to SOAC after giving effect to the Continuance. The SOAC securities to be issued to securityholders of DeepGreen Metals Inc. upon the consummation of the Business Combination will be issued pursuant to the exemption from registration provided by Section 3(a)(10) under the Securities Act.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this Registration Statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

 

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The information in this preliminary proxy statement/prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities nor a solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION, DATED JUNE 22, 2021

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF
SUSTAINABLE OPPORTUNITIES ACQUISITION CORP.
PROSPECTUS FOR
62,000,000 COMMON SHARES AND 24,500,000 WARRANTS OF
SUSTAINABLE OPPORTUNITIES ACQUISITION CORP.
WHICH WILL BE RENAMED “TMC THE METALS COMPANY INC.”
as a result, and upon the consummation, of THE CONTINUANCE
AS A COMPANY EXISTING UNDER THE LAWS
OF BRITISH COLUMBIA AS DESCRIBED HEREIN

The board of directors of Sustainable Opportunities Acquisition Corp., a Cayman Islands exempted company limited by shares (“SOAC”), has unanimously approved the transactions (collectively, the “Business Combination”) contemplated by that certain Business Combination Agreement, dated March 4, 2021 (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among SOAC, 1291924 B.C. Unlimited Liability Company, an unlimited liability company existing under the laws of British Columbia, Canada (“NewCo Sub”), and DeepGreen Metals Inc., a company existing under the laws of British Columbia, Canada (“DeepGreen”), a copy of which is attached to this proxy statement/prospectus as Annex A. As described in this proxy statement/prospectus, SOAC’s shareholders are being asked to consider and vote upon the Continuance (as defined below), the Business Combination and other items. As used in this proxy statement/prospectus, “TMC” refers to SOAC after giving effect to the consummation of the Continuance.

Prior to the Effective Time (as defined below), SOAC will migrate and be continued from the Cayman Islands to British Columbia, Canada and be domesticated as a company existing under the laws of British Columbia, pursuant to Part XII of the Cayman Islands Companies Act (as Revised) and Part 9, Division 8 of the Business Corporations Act (British Columbia) (the “BCBCA”) (such continuance, the “Continuance”). As a result and upon the consummation of the Continuance, (i) the identifying name of the Class A ordinary shares of SOAC, par value $0.0001 per share (the “Class A ordinary shares”), and Class B ordinary shares of SOAC, par value $0.0001 per share (the “Class B ordinary shares”), will be changed to common shares of TMC (the “TMC Common Shares”) and the Class A ordinary shares and Class B ordinary shares will be changed from shares with par value to shares without par value; (ii) the rights and restrictions attached to the renamed Class A ordinary shares and Class B ordinary shares of SOAC will be deleted and the shares will have the rights and restrictions attached to the TMC Common Shares, as described in the notice of articles and articles of TMC; (iii) the number of authorized TMC Common Shares will be unlimited; (iv) each issued and outstanding whole warrant to purchase one Class A ordinary share will automatically represent the right to purchase one TMC Common Share at an exercise price of $11.50 per share on the terms and conditions set forth in the SOAC warrant agreement; (v) the notice of articles and articles of TMC will become the governing documents of SOAC; and (vi) SOAC’s name will change to “TMC the metals company Inc.”

On the Closing Date, promptly following the Continuance, pursuant to a court-approved plan of arrangement (the “Plan of Arrangement,” and the arrangement pursuant to such Plan of Arrangement, the “Arrangement”) under the BCBCA, (i) SOAC will acquire all of the issued and outstanding common shares in the capital of DeepGreen (the “DeepGreen Common Shares”); (ii) the shareholders and the optionholders of DeepGreen will be entitled to receive, in exchange for their DeepGreen Common Shares and options to purchase DeepGreen Common Shares, as applicable, an aggregate of (a) 230,600,000 TMC Common Shares, assuming an Adjusted Equity Value (as defined in the Business Combination Agreement) immediately prior to the Effective Time (as defined below) of approximately $2.3 billion, (b) 5,000,000 Class A Special Shares, (c) 10,000,000 Class B Special Shares, (d) 10,000,000 Class C Special Shares, (e) 20,000,000 Class D Special Shares, (f) 20,000,000 Class E Special Shares, (g) 20,000,000 Class F Special Shares, (h) 25,000,000 Class G Special Shares, and (i) 25,000,000 Class H Special Shares, in each case, in the capital of TMC, each of which is automatically convertible into TMC Common Shares on a one for one basis (unless adjusted as described herein) if certain TMC Common Share price thresholds are met as described in this proxy statement/prospectus (collectively, the “DeepGreen Earnout Shares”), or, as applicable, options to purchase such TMC Common Shares and DeepGreen Earnout Shares upon the exercise of such options; (iii) DeepGreen will become a wholly-owned subsidiary of TMC and (iv) DeepGreen and NewCo Sub will amalgamate to continue as one unlimited liability company existing under the laws of British Columbia, Canada. In addition, the Allseas Warrant (as defined herein) shall be assumed by TMC and shall become a warrant to purchase TMC Common Shares upon the consummation of the Business Combination, in accordance with its terms. The time that the Arrangement becomes effective is referred to as the “Effective Time.”

Immediately prior to the Effective Time, Sustainable Opportunities Holdings LLC, a Delaware limited liability company (the “Sponsor”), will exchange 741,000 TMC Common Shares for 500,000 Class I Special Shares (the “Class I Special Shares”) and 741,000 Class J Special Shares, each of which is automatically convertible into TMC Common Shares on a one-for-one basis (unless adjusted as described herein), if certain TMC Common Share price thresholds are met as described in this proxy statement/prospectus (the “Class J Special Shares” and, together with the Class I Special Shares, the “Sponsor Earnout Shares” and, collectively with the DeepGreen Earnout Shares, the “TMC Special Shares”).

 

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In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, SOAC entered into Subscription Agreements (the “Subscription Agreements”) with certain investors (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 at a price of $10.00 per share, for aggregate gross proceeds of $330,300,000 (the “PIPE Financing”). The TMC Common Shares to be issued pursuant to the Subscription Agreements will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. SOAC will grant the PIPE Investors certain registration rights in connection with the PIPE Financing. The PIPE Financing is contingent upon, among other things, the substantially concurrent closing of the Business Combination.

It is anticipated that, upon completion of the Business Combination, (i) the holders of DeepGreen Common Shares (the “Existing DeepGreen Shareholders”) and the holders of options to purchase DeepGreen Common Shares (assuming the exercise of such options) immediately prior to the Effective Time will own, collectively, approximately 76.7% of the outstanding TMC Common Shares and (ii) SOAC’s initial shareholders will own approximately 2.3% of the outstanding TMC Common Shares, in each case, assuming that none of SOAC’s outstanding public shares are redeemed in connection with the Business Combination, or approximately 85.3% and 2.5%, respectively, assuming that all of SOAC’s outstanding public shares are redeemed in connection with the Business Combination. These percentages (i) assume that 230,600,000 TMC Common Shares are issued to Existing DeepGreen Shareholders and holders of options to purchase DeepGreen Common Shares, which would be the number of TMC Common Shares issued to these holders if the Adjusted Equity Value was approximately $2.3 billion as of immediately prior to the Effective Time; (ii) are based on 33,030,000 TMC Common Shares to be issued in the PIPE Financing; (iii) do not take into account any exercise of public warrants or private placement warrants to purchase TMC Common Shares that will be outstanding immediately following the Closing; (iv) do not take into account any TMC Common Shares underlying the Allseas Warrant (as defined herein), upon consummation of the Business Combination; and (v) do not take into account the conversion of any TMC Special Shares. “Adjusted Equity Value” under the Business Combination Agreement means the sum of (a) the Equity Value of $2.25 billion plus (b) the Aggregate Company Option Exercise Price (the aggregate exercise price that would be paid to DeepGreen in respect of all DeepGreen Options (whether vested or unvested) if such DeepGreen Options were exercised in full immediately prior to the Effective Time), plus (c) Net Group Company Cash (as defined in the Business Combination Agreement) immediately prior to the closing of the Business Combination. We have assumed $10 million of Net Group Company Cash at closing of the Business Combination, which would result in an approximately $2.306 billion Adjusted Equity Value and the issuance of 230,600,000 TMC Common Shares to Existing DeepGreen Shareholders and holders of DeepGreen Options. If the actual facts are different than these assumptions, the ownership percentages in TMC will be different.

This prospectus covers 62,000,000 TMC Common Shares (including 24,500,000 TMC Common Shares issuable upon exercise of the warrants) and 24,500,000 warrants to acquire TMC Common Shares to be issued as a result and upon the consummation of the Continuance.

SOAC’s units, public shares and public warrants are currently listed on New York Stock Exchange (the “NYSE”) under the symbols “SOAC.U,” “SOAC” and “SOAC WS,” respectively. SOAC will apply for listing, to be effective at the Effective Time, of TMC Common Shares and warrants on the Nasdaq Global Select Market (“NASDAQ”) under the proposed symbols “TMC” and “TMCWW,” respectively. SOAC will not have any units traded following closing of the Business Combination.

The accompanying proxy statement/prospectus provides shareholders of SOAC with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of SOAC. We encourage you to read the entire accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 47 of the accompanying proxy statement/prospectus.

We are not licensed to conduct investment business in the Cayman Islands by the Cayman Islands Monetary Authority and this proxy statement/prospectus does not constitute an offer to members of the public of our issued share capital, whether by way of sale or subscription, in the Cayman Islands. Our issued share capital have not been offered or sold, will not be offered or sold and no invitation to subscribe for our common shares will be made, directly or indirectly, to members of the public in the Cayman Islands.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED

 

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IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated            , 2021, and
is first being mailed to SOAC’s shareholders on or about                , 2021.

 

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SUSTAINABLE OPPORTUNITIES ACQUISITION CORP.

1601 Bryan Street, Suite 4141
Dallas, Texas 75201
Tel: (952) 456
-5304

Dear Shareholder:

You are cordially invited to attend the extraordinary general meeting (the “extraordinary general meeting”) of Sustainable Opportunities Acquisitions Corp., a Cayman Islands exempted company limited by shares (“SOAC”), at 10:30 a.m., Central Time, on               , 2021, at the offices of Kirkland & Ellis LLP located at 609 Main Street, Houston, TX 77002, and via a virtual meeting or at such other time, on such other date and at such other place to which the meeting may be adjourned.

As all shareholders will no doubt be aware, due to the current novel coronavirus (“COVID-19”) global pandemic, there are restrictions in place in many jurisdictions relating to the ability to conduct in-person meetings. As part of our precautions regarding COVID-19, we are planning for the possibility that the meeting may be held virtually over the Internet, but the physical location of the meeting will remain at the location specified above for the purposes of our amended and restated memorandum and articles of association. If we take this step, we will announce the decision to do so via a press release and will post details on our website that will also be filed with the Securities Exchange Commission as proxy material.

As a registered shareholder, you received a Proxy Card from Continental Stock Transfer. The proxy statement contains instructions on how to attend the virtual extraordinary general meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact Continental Stock Transfer at the phone number or e-mail address below. Continental Stock Transfer contact information is as follows: 917-262-2373, or email proxy@continentalstock.com.

If we conduct the meeting virtually over the internet, you will be able to pre-register to attend the virtual meeting starting               , 2021 at              a.m. Eastern Time. Enter the URL address into your browser https://www.cstproxy.com/soac/sm2021, enter your control number, name and email address. Once you pre-register you will be able to vote or enter questions in the chat box. At the start of the meeting you will need to re-log in using your control number and will also be prompted to enter your control number if you vote during the meeting.

Beneficial investors, who own their investments through a bank or broker, will need to contact Continental Stock Transfer to receive a control number. If you plan to vote at the meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not vote Continental will issue you a guest control number with proof of ownership. Either way you must contact Continental for specific instructions on how to receive the control number. We can be contacted at the number or email address above. Please allow up to 72 hours prior to the meeting for processing your control number.

If you do not have internet capabilities, you will be able to listen only to the meeting by dialing +1 877-770-3647 (toll-free), or outside the United States +1 312-780-0854 (standard rates apply). When prompted enter the pin number 40175015#. This is listen-only and you will not be able to vote or enter questions during the meeting.

At the extraordinary general meeting, SOAC shareholders will be asked to consider and vote upon a proposal, which is referred to herein as the “Business Combination Proposal” to approve and adopt the Business Combination Agreement (and the transactions contemplated thereby (such transactions collectively, the “Business Combination”)), dated as of March 4, 2021 (as may be further amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among SOAC, 1291924 B.C. Unlimited Liability Company, an unlimited liability company existing under the laws of British Columbia, Canada (“NewCo Sub”) and DeepGreen Metals Inc., a company existing under the laws of British Columbia, Canada (“DeepGreen”), a copy of which is attached to this proxy statement/prospectus as Annex A.

As further described in the accompanying proxy statement/prospectus, subject to the terms and conditions of the Business Combination Agreement, the following transactions will occur:

(a)     Prior to the Effective Time (as defined below), SOAC will migrate and be continued from the Cayman Islands to British Columbia, Canada and be domesticated as a company existing under the laws of British Columbia, pursuant to Part XII of the Cayman Islands Companies Act (as Revised) and

 

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Division 8 of Part 9 of the Business Corporations Act (British Columbia) (the “BCBCA”) (such continuance, the “Continuance”). As a result and upon the consummation of the Continuance, (i) the identifying name of the Class A ordinary shares of SOAC, par value $0.0001 per share (the “Class A ordinary shares”) and Class B ordinary shares of SOAC, par value $0.0001 per share (the “Class B ordinary shares”) will be changed to common shares of TMC (the “TMC Common Shares”) and the Class A ordinary shares and Class B ordinary shares will be changed from shares with par value to shares without par value; (ii) the rights and restrictions attaching to the renamed Class A ordinary shares and Class B ordinary shares of SOAC will be deleted and the shares will have the rights and restrictions attached to the TMC Common Shares, as described in the notice of articles and articles of TMC; (iii) the number of authorized TMC Common Shares will be unlimited; (iv) each issued and outstanding whole warrant to purchase one Class A ordinary share will automatically represent the right to purchase one TMC Common Share at an exercise price of $11.50 per share on the terms and conditions set forth in the SOAC warrant agreement; (v) the notice of articles and articles of TMC will become the governing documents of SOAC; and (vi) SOAC’s name will change to “TMC the metals company Inc.”

(b)    On the Closing Date, promptly following the Continuance, pursuant to a court-approved plan of arrangement (the “Plan of Arrangement,” and the arrangement pursuant to such Plan of Arrangement, the “Arrangement”) under the BCBCA, (i) SOAC will acquire all of the issued and outstanding common shares in the capital of DeepGreen (the “DeepGreen Common Shares”); (ii) the shareholders and the optionholders of DeepGreen will be entitled to receive, in exchange for their DeepGreen Common Shares and options to purchase DeepGreen Common Shares (the “DeepGreen Options”), as applicable, the following shares or options to purchase the following shares: an aggregate of (a) 230,600,000 TMC Common Shares, assuming an Adjusted Equity Value (as defined in the Business Combination Agreement) immediately prior to the Effective Time (as defined below) of approximately $2.3 billion; (b) 5,000,000 Class A Special Shares; (c) 10,000,000 Class B Special Shares; (d) 10,000,000 Class C Special Shares; (e) 20,000,000 Class D Special Shares; (f) 20,000,000 Class E Special Shares; (g) 20,000,000 Class F Special Shares; (h) 25,000,000 Class G Special Shares; and (i) 25,000,000 Class H Special Shares, in each case, in the capital of TMC, each of which is automatically convertible into TMC Common Shares on a one for one basis (unless adjusted as described herein) if certain TMC Common Share price thresholds are met as described in this proxy statement/prospectus (collectively, the “DeepGreen Earnout Shares”); (iii) DeepGreen will become a wholly-owned subsidiary of TMC and (iv) DeepGreen and NewCo Sub will amalgamate to continue as one unlimited liability company existing under the laws of British Columbia, Canada. In addition, the Allseas Warrant shall be assumed by TMC and shall become a warrant to purchase TMC Common Shares upon the consummation of the Business Combination, in accordance with its terms. The time that the Arrangement becomes effective is referred to as the “Effective Time.”

In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, SOAC entered into Subscription Agreements (the “Subscription Agreements”) with certain investors (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 common shares, without par value, of TMC Common Shares at a price of $10.00 per share, for aggregate gross proceeds of $330,300,000 (the “PIPE Financing”). The TMC Common Shares to be issued pursuant to the Subscription Agreements will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. SOAC will grant the PIPE Investors certain registration rights in connection with the PIPE Financing. The PIPE Financing is contingent upon, among other things, the substantially concurrent closing of the Business Combination.

You will also be asked to consider and vote upon (a) a proposal to approve the adoption of the Continuance (the “Continuance Proposal”), (b) a proposal to approve and adopt the notice of articles and articles of TMC upon the Continuance (the “Charter Proposal”), (c) a proposal to approve, on a non-binding advisory basis, certain material differences between SOAC’s existing amended and restated memorandum and articles of association (the “Existing Governing Documents”) and the notice of articles and articles of TMC (the “Organizational Documents Proposals”); (d) a proposal to approve, for purposes of complying with New York Stock Exchange (the “NYSE”) Listing Rule 312.03, the issuance of TMC Common Shares and securities convertible into or exchangeable for TMC Common Shares in connection with the Business Combination and the PIPE Financing, which is referred to herein as the “NYSE Proposal,” (e) a proposal to approve and adopt the TMC Incentive Equity Plan, a copy of which is

 

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attached to the accompanying proxy statement/prospectus as Annex D, which is referred to herein as the “Incentive Award Plan Proposal” and (f) a proposal to adjourn the extraordinary general meeting to a later date or dates to the extent necessary, which is referred to herein as the “Adjournment Proposal.”

The Business Combination will be consummated only if the Continuance Proposal, the Business Combination Proposal, the Charter Proposal and the NYSE Proposal (collectively, the “Condition Precedent Proposals”) are approved at the extraordinary general meeting. The Organizational Documents Proposal and the Adjournment Proposal are not conditioned upon the approval of any other proposal. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety.

The Adjournment Proposal provides for a vote to adjourn the extraordinary general meeting to a later date or dates (a) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to SOAC shareholders or, if as of the time for which the extraordinary general meeting is scheduled, there are insufficient SOAC ordinary shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the extraordinary general meeting or (b) in order to solicit additional proxies from SOAC shareholders in favor of one or more of the proposals at the extraordinary general meeting.

In connection with the Business Combination, certain related agreements have been, or will be entered into on or prior to the closing of the Business Combination, including the Transaction Support Agreements, the Amended and Restated Registration Rights Agreement, and the Sponsor Letter Agreement (each as defined in the accompanying proxy statement/prospectus). See “Business Combination Proposal — Related Agreements” in the accompanying proxy statement/prospectus for more information.

Pursuant to the Existing Governing Documents, a holder of SOAC’s public shares (a “public shareholder”) may request that SOAC redeem all or a portion of such public shares for cash if the Business Combination is consummated. Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company (“Continental”), SOAC’s transfer agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. Public shareholders are not required to affirmatively vote for or against the Business Combination Proposal or any of the other proposals set forth in the accompanying proxy statement/prospectus in order to redeem their public shares for cash. This means that public shareholders (other than those who have agreed not to do so by executing the Sponsor Letter Agreement) who hold public shares on or before             , 2021 (two (2) business days before the extraordinary general meeting) may elect to redeem their public shares whether or not they are holders as of the record date, and whether or not they vote “FOR” the Business Combination Proposal or any of the other proposals set forth in the accompanying proxy statement/prospectus. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, TMC will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of SOAC’s initial public offering, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of           , 2021, this would have amounted to approximately $                     per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption will take place following the Continuance and, accordingly, it is TMC Common Shares that will be redeemed immediately after consummation of the Business Combination. See “Extraordinary General Meeting of SOAC — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (such act, the “Exchange Act”)), will be

 

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restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

Sponsor and each of Rick Gaenzle, Isaac Barchas and Justin Kelly (collectively, the “initial shareholders”) have, pursuant to the Sponsor Letter Agreement, agreed to, among other things, vote all of their ordinary shares in favor of the proposals being presented at the extraordinary general meeting and waive their anti-dilution rights with respect to their Class B ordinary shares in connection with the consummation of the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, the initial shareholders own approximately 20% of the issued and outstanding ordinary shares. See “Business Combination Proposal — Related Agreements — Sponsor Letter Agreement” in the accompanying proxy statement/prospectus for more information related to the Sponsor Letter Agreement.

The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement. In addition, in no event will SOAC redeem public shares in an amount that would cause TMC’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement and the PIPE Financing.

SOAC is providing the accompanying proxy statement/prospectus and proxy card to SOAC’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournments of the extraordinary general meeting. Information about the extraordinary general meeting, the Business Combination and other related business to be considered by SOAC’s shareholders at the extraordinary general meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the extraordinary general meeting, all of SOAC’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described inRisk Factorsbeginning on page 47 of the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of SOAC has unanimously approved the Business Combination Agreement and the transactions contemplated thereby, and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, and “FOR” all other proposals presented to SOAC’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of SOAC, you should keep in mind that SOAC’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of SOAC’s Directors and Executive Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

The approval of each of the Continuance Proposal and the Charter Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds (2/3) of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. The approval of each of the Business Combination Proposal, the NYSE Proposal and the Incentive Award Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. The Organizational Documents Proposals are voted on a non-binding advisory basis.

Your vote is very important. Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The Business Combination will be consummated only if the Condition

 

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Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO SOAC’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of the SOAC Board, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

 

Sincerely,

   

Scott Honour
Chairman of the Board of Directors

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated               , 2021 and is first being mailed to shareholders on or about               , 2021.

 

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SUSTAINABLE OPPORTUNITIES ACQUISITION CORP.

1601 Bryan Street, Suite 4141
Dallas, Texas 75201
Tel: (952) 456-5304

NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON             , 2021

TO THE SHAREHOLDERS OF SUSTAINABLE OPPORTUNITIES ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders (the “extraordinary general meeting”) of Sustainable Opportunities Acquisition Corp., a Cayman Islands exempted company limited by shares (“SOAC”), will be held at 10:30 a.m., Central Time, on , 2021, at the offices of Kirkland & Ellis LLP located at 609 Main Street, Houston, Texas 77002, and via a virtual meeting or at such other date and at such other place to which the meeting may be adjourned.

As all shareholders will no doubt be aware, due to the current novel coronavirus (“COVID-19”) global pandemic, there are restrictions in place in many jurisdictions relating to the ability to conduct in-person meetings. As part of our precautions regarding COVID-19, we are planning for the possibility that the meeting may be held virtually over the Internet, but the physical location of the meeting will remain at the location specified above for the purposes of our amended and restated memorandum and articles of association. If we take this step, we will announce the decision to do so via a press release and will post details on our website that will also be filed with the Securities Exchange Commission as proxy material. You are cordially invited to attend the extraordinary general meeting, which will be held for the following purposes:

•        Proposal No. 1 — The Continuance Proposal — RESOLVED, as a special resolution, that in connection with the transactions (such transactions, collectively, the “Business Combination”) contemplated by that certain Business Combination Agreement, dated March 4, 2021 (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among SOAC, 1291924 B.C. Unlimited Liability Company, an unlimited liability company existing under the laws of British Columbia, Canada (“NewCo Sub”) and DeepGreen Metals Inc., a company existing under the laws of British Columbia, Canada (“DeepGreen”), a copy of which is attached to this proxy statement/prospectus as Annex A, SOAC will migrate and be continued from the Cayman Islands to British Columbia, Canada and be domesticated as a company existing under the laws of British Columbia, pursuant to Part XII of the Cayman Islands Companies Act (as Revised) and Part 9, Division 8 of the Business Corporations Act (British Columbia) (the “BCBCA”) (such continuance, the “Continuance”). The form of notice and articles of TMC (the “TMC Notice and Articles”) are attached to this proxy statement/prospectus as Annex B and Annex C, respectively.

•        Proposal No. 2 — The Business Combination Proposal — RESOLVED, as an ordinary resolution, that SOAC’s entry into the Business Combination Agreement, pursuant to which, among other things, on the Closing Date, promptly following the Continuance, (A) pursuant to a court-approved plan of arrangement (the “Plan of Arrangement,” and the arrangement pursuant to such Plan of Arrangement, the “Arrangement”) under the BCBCA, (i) SOAC will acquire all of the issued and outstanding common shares in the capital of DeepGreen (the “DeepGreen Common Shares”); (ii) the shareholders and the optionholders of DeepGreen will be entitled to receive, in exchange for their DeepGreen Common Shares and options to purchase DeepGreen Common Shares (the “DeepGreen Options”), as applicable, the following shares or options to purchase the shares: an aggregate of (a) 230,600,000 common shares in the capital of TMC (“TMC Common Shares”), assuming an Adjusted Equity Value (as defined in the Business Combination Agreement) immediately prior to the effective time of approximately $2.3 billion; (b) 5,000,000 Class A Special Shares; (c) 10,000,000 Class B Special Shares; (d) 10,000,000 Class C Special Shares; (e) 20,000,000 Class D Special Shares; (f) 20,000,000 Class E Special Shares; (g) 20,000,000 Class F Special Shares; (h) 25,000,000 Class G Special Shares; and (i) 25,000,000 Class H Special Shares, in each case, in the capital of TMC, each of which is automatically convertible into TMC Common Shares on a one for one basis (unless adjusted as described herein) if certain TMC Common Share price thresholds are met as described in this proxy statement/prospectus (collectively, the

 

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DeepGreen Earnout Shares”), (iii) DeepGreen will become a wholly-owned subsidiary of TMC, and (iv) DeepGreen and NewCo Sub will amalgamate to continue as one unlimited liability company existing under the laws of British Columbia, Canada, and (B) the Allseas Warrant shall be assumed by TMC and shall become a warrant to purchase TMC Common Shares, in each case, on the terms and subject to the conditions set forth in the Business Combination Agreement and certain related agreements (including the Subscription Agreements, the Transaction Support Agreements, the Sponsor Letter Agreement and the Amended and Restated Registration Rights Agreement, each in the form attached to the proxy statement/prospectus as Annex E, Annex F, Annex G and Annex H, respectively), and the transactions contemplated thereby, be approved, ratified and confirmed in all respects.

•        Proposal No. 3 — The Charter Proposal — RESOLVED, as a result of and upon the consummation of the Continuance, as a special resolution, that the TMC Notice and Articles become, in replacement of the Existing Governing Documents (as defined below), the governing documents of TMC, including the change in authorized share capital and change of name of Sustainable Opportunities Acquisition Corp. to TMC the metals company Inc., each as reflected in the TMC Notice and Articles.

•        Proposal No. 4 — The Organizational Documents Proposals — to consider and vote upon, on a non-binding basis, certain governance provisions in the TMC Notice and Articles, to approve the following material differences between the current amended and restated memorandum and articles of association of SOAC (the “Existing Governing Documents”) and the TMC Notice and Articles:

•        Organizational Documents Proposal 4A — the establishment of the authorized capital of TMC to consist of (i) an unlimited number of common shares, (ii) an unlimited number of preferred shares, issuable in series, and (iii) the TMC Special Shares, in each case, without par value (this proposal is referred to herein as “Organizational Documents Proposal 4A”).

•        Organizational Documents Proposal 4B — the declassification of the board of directors with the result being that each director will be elected on an annual basis (this proposal is referred to herein as “Organizational Documents Proposal 4B”).

•        Organizational Documents Proposal 4C — the reduction of the requisite quorum for a meeting of shareholders from a majority to at least two shareholders representing no less than one-third (331/3%) of the shares entitled to vote at such meeting (this proposal is referred to herein as “Organizational Documents Proposal 4C”).

•        Organizational Documents Proposal 4D — the inclusion of an advance notice provision that requires a shareholder to provide notice to TMC in advance of a meeting of shareholders should such shareholder wish to nominate a person for election to the board of directors (this proposal is referred to herein as “Organizational Documents Proposal 4D”).

•        Organizational Documents Proposal 4E — the inclusion of a forum selection provision whereby, subject to limited exceptions, or unless TMC consents in writing to the selection of an alternative forum, the Supreme Court of the Province of British Columbia, Canada, and the appellate courts therefrom, will be the sole and exclusive forum for certain shareholder litigation matters (this proposal is referred to herein as “Organizational Documents Proposal 4E”).

•        Organizational Documents Proposal 4F — certain other changes, including the changes in the rights and restrictions attached to the Class B ordinary shares, and the deletion of the provisions relating to the initial public offering, the Sponsors, the initial business combination and other related matters (this proposal is referred to herein as “Organizational Documents Proposal 4F”).

•        Proposal No. 5 — The NYSE Proposal — RESOLVED, as an ordinary resolution, that for the purposes of complying with the applicable provisions of New York Stock Exchange (“NYSE”) Listing Rule 312.03, the issuance of TMC Common Shares and securities convertible into or exchangeable for TMC Common Shares in connection with the Business Combination and the PIPE Financing be approved.

 

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•        Proposal No. 6 — The Incentive Award Plan Proposal — RESOLVED, as an ordinary resolution, that the TMC Incentive Equity Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex D, be adopted and approved.

•        Proposal No. 7 — The Adjournment Proposal — RESOLVED, as an ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates (A) to the extent necessary to ensure that any required supplement or amendment to the proxy statement/prospectus is provided to SOAC shareholders or, if as of the time for which the extraordinary general meeting is scheduled, there are insufficient SOAC ordinary shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the extraordinary general meeting or (B) in order to solicit additional proxies from SOAC shareholders in favor of one or more of the proposals at the extraordinary general meeting be approved.

These items of business are described in this proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting.

Only holders of record of ordinary shares at the close of business on         , 2021 are entitled to notice of and to vote and have their votes counted at the extraordinary general meeting and any adjournment of the extraordinary general meeting.

This proxy statement/prospectus and accompanying proxy card is being provided to SOAC’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all of SOAC’s shareholders are urged to read this proxy statement/prospectus, including the Annexes and the documents referred to herein carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 47 of this proxy statement/prospectus.

After careful consideration, the board of directors of SOAC has unanimously approved the Business Combination Agreement and the transactions contemplated thereby, and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, and “FOR” all other proposals presented to SOAC’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of SOAC, you should keep in mind that SOAC’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of SOAC’s Directors and Executive Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

Pursuant to the Existing Governing Documents, a public shareholder may request of SOAC that TMC redeem all or a portion of their public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:

(i)     (a) hold public shares, or (b) if you hold public shares through units, you elect to separate your units into the underlying public shares and warrants prior to exercising your redemption rights with respect to the public shares;

(ii)    submit a written request to Continental Stock Transfer & Trust Company (“Continental”), SOAC’s transfer agent, in which you (a) request that SOAC redeem all or a portion of your public shares for cash and (b) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and

(iii)   deliver your public shares to Continental, SOAC’s transfer agent, physically or electronically through The Depository Trust Company.

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on         , 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

 

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Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental, SOAC’s transfer agent, directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. Public shareholders are not required to affirmatively vote for or against the Business Combination Proposal or any of the other proposals set forth in the accompanying proxy statement/prospectus in order to redeem their public shares for cash. This means that public shareholders (other than those who have agreed not to do so by executing the Sponsor Letter Agreement) who hold public shares on or before                 , 2021 (two (2) business days before the extraordinary general meeting) may elect to redeem their public shares whether or not they are holders as of the record date, and whether or not they vote “FOR” the Business Combination Proposal or any of the other proposals set forth in the accompanying proxy statement/prospectus. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, SOAC’s transfer agent, TMC will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of SOAC’s initial public offering (such account, the “trust account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of             , 2021, this would have amounted to approximately $             per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption will take place following the Continuance and, accordingly, it is shares of TMC that will be redeemed immediately after consummation of the Business Combination. See “Extraordinary General Meeting of SOAC” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The initial shareholders have, pursuant to the Sponsor Letter Agreement, agreed to, among other things, vote all of their ordinary shares in favor of the proposals being presented at the extraordinary general meeting and waive their anti-dilution rights with respect to their Class B ordinary shares in connection with the consummation of the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of this proxy statement/prospectus, the initial shareholders own approximately 20% of the issued and outstanding ordinary shares. See “Business Combination Proposal — Related Agreements — Sponsor Letter Agreement” in the accompanying proxy statement/prospectus for more information related to the Sponsor Letter Agreement.

The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement. In addition, in no event will SOAC redeem public shares in an amount that would cause TMC’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement and the PIPE Financing.

The approval of each of the Continuance Proposal and the Charter Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds (2/3) of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. The approval of each of the Business Combination Proposal, the NYSE Proposal and the Incentive Award Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. The Organizational Documents Proposals are voted on a non-binding advisory basis.

 

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Your vote is very important.    Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The Business Combination will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

Your attention is directed to the remainder of the proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read this proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your ordinary shares, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing SOAC.info@investor.morrowsodali.com.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors of Sustainable Opportunities Acquisition Corp.,

 

Sincerely,

   

Scott Honour
Chairman of the Board of Directors

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO SOAC’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

 

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TABLE OF CONTENTS

 

Page

ADDITIONAL INFORMATION

 

1

SELECTED DEFINITIONS

 

2

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

6

QUESTIONS AND ANSWERS

 

8

SUMMARY

 

26

SELECTED HISTORICAL FINANCIAL INFORMATION OF SOAC

 

42

SELECTED HISTORICAL FINANCIAL INFORMATION OF DEEPGREEN

 

43

RISK FACTORS

 

47

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

83

EXTRAORDINARY GENERAL MEETING OF SOAC

 

94

INFORMATION ABOUT SOAC

 

101

SOAC’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

115

INFORMATION ABOUT DEEPGREEN

 

120

EXECUTIVE AND DIRECTOR COMPENSATION OF DEEPGREEN

 

170

DEEPGREEN’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

175

MANAGEMENT OF TMC FOLLOWING THE BUSINESS COMBINATION

 

190

BENEFICIAL OWNERSHIP OF SECURITIES

 

198

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

 

201

PROPOSAL NO. 1 — CONTINUANCE PROPOSAL

 

204

PROPOSAL NO. 2 — BUSINESS COMBINATION PROPOSAL

 

206

PROPOSAL NO. 3 — THE CHARTER PROPOSAL

 

236

PROPOSAL NO. 4 — THE ORGANIZATIONAL DOCUMENTS PROPOSALS

 

237

PROPOSAL NO. 5 — NYSE PROPOSAL

 

242

PROPOSAL NO. 6 — INCENTIVE EQUITY PLAN PROPOSAL

 

243

PROPOSAL NO. 7 — ADJOURNMENT PROPOSAL

 

247

U.S. FEDERAL INCOME TAX CONSIDERATIONS

 

248

COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS

 

257

DESCRIPTION OF TMC SECURITIES

 

264

SECURITIES ACT RESTRICTIONS ON RESALE OF TMC COMMON SHARES

 

275

SHAREHOLDER COMMUNICATIONS

 

276

LEGAL MATTERS

 

277

EXPERTS

 

277

DELIVERY OF DOCUMENTS TO SHAREHOLDERS

 

277

ENFORCEABILITY OF CIVIL LIABILITY

 

278

TRANSFER AGENT AND REGISTRAR

 

278

WHERE YOU CAN FIND MORE INFORMATION

 

278

INDEX TO FINANCIAL STATEMENTS

 

F-1

ANNEX A BUSINESS COMBINATION AGREEMENT

 

A-1

ANNEX B FORM OF NOTICE OF ARTICLES OF TMC THE METALS COMPANY INC

 

B-1

ANNEX C FORM ARTICLES OF TMC THE METALS COMPANY INC

 

C-1

ANNEX D TMC THE METALS COMPANY INC. 2021 INCENTIVE EQUITY PLAN

 

D-1

ANNEX E-1 FORM OF SUBSCRIPTION AGREEMENT

 

E1-1

ANNEX E-2 INDIVIDUAL INVESTOR FORM OF SUBSCRIPTION AGREEMENT

 

E2-1

ANNEX F FORM OF TRANSACTION SUPPORT AGREEMENT

 

F-1

ANNEX G SPONSOR LETTER AGREEMENT

 

G-1

ANNEX H FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

 

H-1

ANNEX I AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF SUSTAINABLE OPPORTUNITIES ACQUISITION CORP

 

I-1

ANNEX J PLAN OF ARRANGEMENT

 

J-1

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ADDITIONAL INFORMATION

You may request copies of this proxy statement/prospectus and any other publicly available information concerning SOAC, without charge, by written request to Sustainable Opportunities Acquisition Corp. 1601 Bryan Street, Suite 4141, Dallas, Texas 75201, or by telephone request at (952) 456-5304; or Morrow Sodali LLC, our proxy solicitor, by calling (800) 622-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing SOAC.info@investor.morrowsdali.com or from the SEC through the SEC website at http://www.sec.gov.

In order for SOAC’s shareholders to receive timely delivery of the documents in advance of the extraordinary general meeting of SOAC to be held on           , 2021, you must request the information no later than five business days prior to the date of the extraordinary general meeting, by               , 2021.

TRADEMARKS

This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

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SELECTED DEFINITIONS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:

•        Aggregate Transaction Proceeds” are to the aggregate cash proceeds to be received by SOAC from the trust account in connection with the Business Combination, together with the aggregate gross proceeds from the PIPE Financing.

•        Aggregate Transaction Proceeds Condition” are to the condition in the Business Combination Agreement that the Aggregate Transaction Proceeds must be an amount equal to no less than $250,000,000 after deducting SOAC’s unpaid expenses, liabilities, and any amounts paid to SOAC shareholders that exercise their redemption rights in connection with the Business Combination.

•        “Allseas” are to Allseas Group S.A.

•        “Allseas Warrant” are to the warrant issued by DeepGreen to Allseas to purchase DeepGreen Common Shares, which shall vest upon certain milestones into such number of shares that is based on the formula described therein, and which shall be assumed by TMC and shall become a warrant to purchase TMC Common Shares upon the consummation of the Business Combination, in accordance with its terms;

•        Arrangement” are to an arrangement under Part 9, Division 5 of the BCBCA on the terms and subject to the conditions set forth in the Plan of Arrangement;

•        Articles of Association” are to the amended and restated articles of association of SOAC;

•        BCBCA” are to the Business Corporations Act (British Columbia);

•        Business Combination” are to the transactions contemplated by the Business Combination Agreement, collectively, including the PIPE Financing;

•        Business Combination Agreement” are to that certain Business Combination Agreement, dated as of March 4, 2021, by and among SOAC, NewCo Sub and DeepGreen, as may be amended, supplemented or otherwise modified from time to time;

•        Cayman Islands Companies Law” are to the Companies Act (as Revised) of the Cayman Islands as the same may be amended from time to time;

•        Class A ordinary shares” are to the Class A ordinary fully paid shares, par value $0.0001 per share, of SOAC, which will automatically be redesignated as TMC Common Shares as a result and upon the consummation of the Continuance;

•        Class B ordinary shares” or “Founder Shares” are to the Class B fully paid ordinary shares, par value $0.0001 per share, of SOAC outstanding as of the date of this proxy statement/prospectus that were initially issued to our Sponsor in a private placement prior to our initial public offering, and of which 90,000 were transferred to Messrs. Gaenzle, Barchas and Kelly in March 2020, which will automatically be redesignated as TMC Common Shares as a result and upon the consummation of the Continuance;

•        Closing” are to the closing of the Business Combination;

•        Closing Date” are to that date that is in no event later than the third (3rd) business day, following the satisfaction (or, to the extent permitted by applicable law, waiver) of the conditions described under the section entitled “Business Combination Proposal — The Business Combination Agreement — Conditions to Closing of the Business Combination,” (other than those conditions that by their nature are to be satisfied at the Closing, but subject to satisfaction or waiver of such conditions) or at such other date as SOAC and DeepGreen may agree in writing;

•        Condition Precedent Proposals” are to the Continuance Proposal, the Business Combination Proposal, the Charter Proposal and the NYSE Proposal, collectively;

•        Continental” are to Continental Stock Transfer & Trust Company;

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•        Continuance” are to SOAC’s migration and continuance from the Cayman Islands to British Columbia, Canada and domestication as a company existing under the laws of British Columbia, Canada, pursuant to Part XII of the Cayman Islands Companies Act (as Revised) and Part 9, Division 8 of the BCBCA;

•        Court” are to the Supreme Court of British Columbia;

•        DeepGreen” are to DeepGreen Metals Inc., a company existing under the laws of British Columbia, Canada, prior to the consummation of the Arrangement and the Business Combination;

•        DeepGreen Arrangement Resolution” are to the special resolution of the holders of DeepGreen Common Shares, DeepGreen Preferred Shares and DeepGreen Options in respect of the Arrangement to be considered at the DeepGreen Securityholders meeting;

•        DeepGreen Common Shares” are to common shares in the capital of DeepGreen;

•        DeepGreen Earnout Shares” are to the (a) 5,000,000 Class A Special Shares, (b) 10,000,000 Class B Special Shares, (c) 10,000,000 Class C Special Shares, (d) 20,000,000 Class D Special Shares, (e) 20,000,000 Class E Special Shares, (f) 20,000,000 Class F Special Shares, (g) 25,000,000 Class G Special Shares, and (h) 25,000,000 Class H Special Shares, in each case in the capital of TMC, each of which is automatically convertible into TMC Common Shares on a one for one basis (unless adjusted as described herein) if certain price per TMC Common Share thresholds are met as described in “Description of TMC Securities — TMC Special Shares;”

•        DeepGreen Options” are to options to purchase DeepGreen Common Shares granted under the Option Plan;

•        DeepGreen Preferred Shares are to the Class B Preferred Shares of DeepGreen which are automatically converted into DeepGreen Common Shares immediately prior to the Effective Time;

•        DeepGreen Shareholders” are to the holders of DeepGreen Common Shares and the holders of DeepGreen Preferred Shares;

•        Effective Time” are to the time at which the Arrangement becomes effective;

•        Exchange Act” are to the Securities Exchange Act of 1934, as amended;

•        Existing DeepGreen Securityholders” are to the holders of DeepGreen Common Shares, DeepGreen Preferred Shares, and DeepGreen Options immediately prior to the Effective Time;

•        Existing DeepGreen Shareholders” are to the holders of DeepGreen Common Shares immediately prior to the Effective Time;

•        Existing Governing Documents” are to the Memorandum of Association and the Articles of Association;

•        extraordinary general meeting” are to the extraordinary general meeting of SOAC at 10:30 a.m., Central Time, on              , 2021, at the offices of Kirkland & Ellis LLP located at 609 Main Street, Houston, Texas 77002, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned;

•        Final Order” are to the final order of the Court pursuant to Section 291 of the BCBCA, in a form acceptable to DeepGreen and SOAC, each acting reasonably, approving the Arrangement, as such order may be amended by the Court, or with the consent of both DeepGreen and SOAC, such consent to not be unreasonably withheld, conditioned or delayed at any time prior to the Effective Time or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended, on appeal; provided that any such amendment is acceptable to each of both DeepGreen and SOAC, each acting reasonably;

•        initial public offering” are to SOAC’s initial public offering that was consummated on May 8, 2020;

•        initial shareholders” are to Sponsor and each of Messrs. Gaenzle, Barchas and Kelly;

•        Memorandum of Association” are to the amended and restated memorandum of association of SOAC;

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•        NewCo Sub” are to 1291924 B.C. Unlimited Liability Company, an unlimited liability company existing under the laws of British Columbia, Canada;

•        NYSE” are to the New York Stock Exchange;

•        Option Plan” are to the DeepGreen Metals Inc. Stock Option Plan adopted by the DeepGreen Board on September 17, 2013, as amended;

•        ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares;

•        PIPE Financing” are to the transactions contemplated by the Subscription Agreements, pursuant to which the PIPE Investors have collectively committed to subscribe for an aggregate of 33,030,000 TMC Common Shares for an aggregate purchase price of $330,300,000 to be consummated in connection with Closing;

•        PIPE Investors” are to the investors that have committed to participate in the PIPE Financing, collectively;

•        Plan of Arrangement” are to the court-approved plan of arrangement under the BCBCA, substantially in the form attached to this proxy statement/prospectus as Annex J, with such changes as may be mutually agreed to by SOAC and DeepGreen in accordance with the Business Combination Agreement;

•        private placement warrants” are to the 9,500,000 private placement warrants outstanding as of the date of this proxy statement/prospectus that were issued to Sponsor as part of a private placement in connection with the initial public offering, which are substantially identical to the public warrants sold as part of the units in the initial public offering, subject to certain limited exceptions;

•        pro forma” are to giving pro forma effect to the Business Combination, including the Continuance, the Share Exchange and Amalgamation and the PIPE Financing;

•        public shareholders” are to holders of public shares, whether acquired in SOAC’s initial public offering or acquired in the secondary market;

•        public shares” are to the currently outstanding 30,000,000 Class A ordinary shares of SOAC, whether acquired in SOAC’s initial public offering or acquired in the secondary market;

•        public warrants” are to the currently outstanding 15,000,000 redeemable warrants to purchase Class A ordinary shares of SOAC that were issued by SOAC in its initial public offering;

•        redemption” are to each redemption of public shares for cash pursuant to the Existing Governing Documents;

•        SEC” are to the Securities and Exchange Commission;

•        Securities Act” are to the Securities Act of 1933, as amended;

•        Share Exchange and Amalgamation” are to the acquisition by SOAC, pursuant to the Arrangement, of all of the issued and outstanding shares in the capital of DeepGreen in exchange for TMC Common Shares and DeepGreen Earnout Shares and the amalgamation of DeepGreen and NewCo Sub;

•        SOAC,” “we,” “us” or “our” are to Sustainable Opportunities Acquisition Corp., a Cayman Islands exempted company limited by shares, prior to the consummation of the Business Combination;

•        SOAC Board” are to SOAC’s board of directors;

•        SOAC securities” are to public shares and public warrants;

•        Sponsor” are to Sustainable Opportunities Holdings LLC, a Delaware limited liability company;

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•        Sponsor Earnout Shares” are to the 500,000 Class I Special Shares and 741,000 Class J Special Shares in the capital of TMC, each of which is automatically convertible into TMC Common Shares on a one for one basis (unless adjusted as described herein) if certain TMC Common Share price thresholds are met as described in “Description of TMC Securities — TMC Special Shares;”

•        Subscription Agreements” are to the subscription agreements, entered into by SOAC and each of the PIPE Investors in connection with the PIPE Financing;

•        TMC” are to SOAC after giving effect to the consummation of the Continuance and the Business Combination;

•        TMC Board” are to TMC’s board of directors;

•        TMC Common Shares” are to the common shares in the capital of TMC upon the Continuance;

•        TMC Incentive Equity Plan” are to the TMC Incentive Equity Plan to be considered for adoption and approval by the shareholders pursuant to the Incentive Award Plan Proposal;

•        TMC Notice and Articles” are to the notice of articles and articles of TMC upon the Continuance;

•        TMC securities” are to TMC Common Shares and TMC warrants;

•        TMC Special Shares” are to the DeepGreen Earnout Shares and the Sponsor Earnout Shares;

•        transfer agent” are to Continental, SOAC’s transfer agent;

•        trust account” are to the trust account established at the consummation of SOAC’s initial public offering that holds the proceeds of the initial public offering and is maintained by Continental, acting as trustee;

•        units” are to the units of SOAC, each unit representing one Class A ordinary share and one-half of one warrant to acquire one Class A ordinary share, that were offered and sold by SOAC in its initial public offering and in its concurrent private placement; and

•        warrants” are to the public warrants and the private placement warrants.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement/prospectus may constitute “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. SOAC’s and DeepGreen’s actual results may differ from their expectations, estimates and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, SOAC and DeepGreen’s expectations with respect to future performance, development of its estimated resources of battery metals, potential regulatory approvals and anticipated financial impacts and other effects of the proposed Business Combination, the satisfaction of the closing conditions to the proposed Business Combination, the timing of the completion of the proposed Business Combination and the size and potential growth of current or future markets for the combined company’s supply of battery metals. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from those discussed in the forward-looking statements. Most of these factors are outside SOAC’s and DeepGreen’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to:

•        the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement;

•        the outcome of any legal proceedings that may be instituted against SOAC and DeepGreen following the announcement of the Business Combination Agreement and the transactions contemplated therein;

•        the inability to complete the proposed Business Combination, including due to failure to obtain approval of the shareholders of SOAC and DeepGreen, certain regulatory approvals or satisfy other conditions to closing in the Business Combination Agreement;

•        the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement or could otherwise cause the transaction to fail to close;

•        the impact of COVID-19 on DeepGreen’s business and/or the ability of the parties to complete the proposed Business Combination;

•        the inability to obtain or maintain the listing of the combined company’s shares on NYSE during the pendency of the Business Combination or NASDAQ following the proposed Business Combination;

•        the risk that the proposed Business Combination disrupts current plans and operations as a result of the announcement and consummation of the proposed Business Combination;

•        the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, the commercial and technical feasibility of seafloor polymetallic nodule collection and processing;

•        the supply and demand for battery metals and manganese alloys; the future prices of battery metal and manganese alloys; the timing and content of International Seabed Authority’s exploitation regulations that will create the legal and technical framework for exploitation of polymetallic nodules in the Clarion Clipperton Zone of the Pacific Ocean;

•        government regulation of deep seabed mining operations and changes in mining laws and regulations;

•        the risks of developing and deploying equipment for operations to collect polymetallic nodules at sea and to process such nodules on land;

•        environmental risks;

•        the timing and amount of estimated future production, costs of production, capital expenditures and requirements for additional capital;

•        cash flow provided by operating activities; unanticipated reclamation expenses; claims and limitations on insurance coverage; the uncertainty in mineral resource estimates;

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•        financial risks posed by DeepGreen’s material weakness in its internal control over financial reporting;

•        the uncertainty in geological, hydrological, metallurgical and geotechnical studies and opinions; infrastructure risks;

•        dependence on key management personnel and executive officers; and

•        other risks and uncertainties indicated from time to time in the final prospectus of SOAC for its initial public offering and the proxy statement/prospectus relating to the proposed Business Combination, including those under “Risk Factors” therein, and in SOAC’s other filings with the SEC. SOAC and DeepGreen caution that the foregoing list of factors is not exclusive.

SOAC and DeepGreen caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date when made. SOAC and DeepGreen do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

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QUESTIONS AND ANSWERS

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to SOAC’s shareholders. We urge shareholders to read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the extraordinary general meeting, which will be held at 10:30 a.m., Central Time, on            , 2021, at the offices of Kirkland & Ellis LLP located at 609 Main Street, Houston, Texas 77002, and via a virtual meeting.

Q:     WHY AM I RECEIVING THIS PROXY STATEMENT/PROSPECTUS?

A:     SOAC shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Business Combination Agreement and approve the transactions contemplated thereby, including the Business Combination. In accordance with the terms and subject to the conditions of the Business Combination Agreement, among other things, prior to the Effective Time, SOAC will migrate and be continued from the Cayman Islands to British Columbia, Canada and be domesticated as a company in British Columbia, Canada, pursuant to Part XII of the Cayman Islands Companies Act (as Revised) and Division 8 of Part 9 of the BCBCA, resulting in (i) the identifying name of the Class A ordinary shares and Class B ordinary shares being changed to TMC Common Shares and the Class A ordinary shares and Class B ordinary shares being changed from shares with par value to shares without par value; (ii) the rights and restrictions attached to the renamed Class A ordinary shares and Class B ordinary shares being deleted and the shares having the rights and restrictions attached to the TMC Common Shares, as described in the TMC Notice and Articles; (iii) the number of authorized TMC Common Shares being unlimited; (iv) each issued and outstanding whole warrant to purchase one Class A ordinary share automatically representing the right to purchase one TMC Common Share at an exercise price of $11.50 per share on the terms and conditions set forth in the SOAC warrant agreement; (v) the TMC Notice and Articles becoming the governing documents of SOAC; and (vi) SOAC’s name changing to “TMC the metals company Inc.” See “Continuance Proposal.

         On the Closing Date, promptly following the Continuance and pursuant to the Arrangement, (i) SOAC will acquire all of the issued and outstanding DeepGreen Common Shares, (ii) the shareholders and the optionholders of DeepGreen will be entitled to receive, in exchange for their DeepGreen Common Shares and DeepGreen Options, as applicable, the following shares or options to purchase the following shares: an aggregate of (a) 230,600,000 TMC Common Shares, assuming an Adjusted Equity Value (as defined in the Business Combination Agreement) immediately prior to the effective time of approximately $2.3 billion, and (b) the DeepGreen Earnout Shares, (iii) DeepGreen will become a wholly-owned subsidiary of TMC and (iv) DeepGreen and NewCo Sub will amalgamate to continue as one unlimited liability company existing under the laws of British Columbia. In addition, the Allseas Warrant shall be assumed by TMC and shall become a warrant to purchase TMC Common Shares upon the consummation of the Business Combination, in accordance with its terms. See “Business Combination Proposal.

         A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A and you are encouraged to read the Business Combination Agreement in its entirety.

         The approval of each of the Continuance Proposal and the Charter Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds (2/3) of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.

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Q:     WHAT PROPOSALS ARE SHAREHOLDERS OF SOAC BEING ASKED TO VOTE UPON?

A:     At the extraordinary general meeting, SOAC is asking holders of its ordinary shares to consider and vote upon seven separate proposals:

1.      a proposal to approve the Continuance;

2.      a proposal to approve the Business Combination Agreement and the transactions contemplated therein, including the Share Exchange and Amalgamation;

3.      a proposal to approve the TMC Notice and Articles;

4.      a proposal to approve, on a non-binding advisory basis, certain material differences between the Existing Governing Documents and the TMC Notice and Articles;

5.      a proposal to approve the issuance of TMC Common Shares and securities convertible into or exchangeable for TMC Common Shares in connection with the Business Combination and the PIPE Financing in compliance with the rules of the NYSE;

6.      a proposal to approve and adopt the Incentive Equity Plan; and

7.      a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to, among other things, permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting.

         If our shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Business Combination Agreement are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement could terminate and the Business Combination may not be consummated.

         For more information, please see “Proposal No. 1 — Continuance Proposal,” “Proposal No. 2 — Business Combination Proposal,” “Proposal No. 3 — Charter Proposal,” “Proposal No. 4 — Organizational Documents Proposals,” “Proposal No. 5 — NYSE Proposal,” “Proposal No. 6 — Incentive Award Plan Proposal” and “Proposal No. 7 — Adjournment Proposal.”

         SOAC will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the extraordinary general meeting. Shareholders of SOAC should read it carefully.

         After careful consideration, the SOAC Board has determined that the Continuance Proposal, the Business Combination Proposal, the Charter Proposal, the Organizational Documents Proposals, the NYSE Proposal, the Incentive Award Plan Proposal and the Adjournment Proposal are in the best interests of SOAC and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

         The existence of financial and personal interests of one or more of SOAC’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of SOAC and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote “FOR” the proposals. In addition, SOAC’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of SOAC’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Q:     WHY IS SOAC PROPOSING THE BUSINESS COMBINATION?

A:     SOAC is a blank check company incorporated on December 18, 2019 as a Cayman Islands exempted company limited by shares for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. Although SOAC may pursue an acquisition opportunity in any business, industry, sector or geographical location for purposes of consummating an initial business combination, SOAC has focused on investment opportunities that exist within industries that benefit from strong Environmental, Social and Governance (“ESG”) profiles,

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particularly targets that have existing environmental sustainability practices or that may benefit, both operationally and economically, from the SOAC management team’s commitment and expertise in executing such practices.

         SOAC has identified several criteria and guidelines it believes are important for evaluating acquisition opportunities. SOAC has sought to acquire businesses that: benefit from environmentally sustainable business practices, have a defensible market position, have an attractive financial profile, would benefit uniquely from SOAC’s capabilities, have a committed and capable management team and have the potential to grow organically or through additional acquisitions.

         Based on its due diligence investigations of DeepGreen and the industry in which it operates, including the financials and other information provided by DeepGreen in the course of negotiations, the SOAC Board believes that DeepGreen meets the criteria and guidelines listed above. However, there is no assurance of this. See “Business Combination Proposal — The SOAC Board’s Reasons for the Business Combination.”

         Although the SOAC Board believes that the Business Combination with DeepGreen presents a unique business combination opportunity and is in the best interests of SOAC and its shareholders, the SOAC Board did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in the sections entitled “Business Combination Proposal — The SOAC Board’s Reasons for the Business Combination” and “Risk Factors — Risks Related to SOAC’s Business and to TMC’s Business Following the Business Combination.”

Q:     HOW WILL THE BUSINESS COMBINATION BE CONSUMMATED?

A:     If our shareholders approve each of the Condition Precedent Proposals at the extraordinary general meeting, the Business Combination will be consummated in the following steps:

•        Prior to the Effective Time, SOAC will migrate and be continued from the Cayman Islands to British Columbia, Canada and be domesticated as a company in British Columbia, Canada, resulting in, among other things:

•        The identifying name of the Class A ordinary shares and Class B ordinary shares being changed to TMC Common Shares and the rights and restrictions attached to the renamed Class A ordinary shares and Class B ordinary shares being changed to the rights and restrictions attached to the TMC Common Shares; and

•        The issued and outstanding warrants to purchase Class A ordinary shares automatically representing the right to purchase TMC Common Shares.

•        On the Closing Date, pursuant to the Arrangement,

•        SOAC will acquire all of the issued and outstanding DeepGreen Common Shares;

•        The shareholders and optionholders of DeepGreen will receive TMC Common Shares and the DeepGreen Earnout Shares (or options to purchase such TMC Common Shares and DeepGreen Earnout Shares) in exchange for their DeepGreen Common Shares or DeepGreen Options, as applicable;

•        DeepGreen will become a wholly-owned subsidiary of TMC; and

•        DeepGreen and NewCo Sub will amalgamate to continue as one unlimited liability company existing under the laws of British Columbia.

Please see the section entitled “Business Combination Proposal.”

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Q:     DID THE SOAC BOARD OBTAIN A THIRD-PARTY VALUATION OR FAIRNESS OPINION IN DETERMINING WHETHER OR NOT TO PROCEED WITH THE BUSINESS COMBINATION?

A:     No. The SOAC Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. However, SOAC’s management, the members of the SOAC Board and the other representatives of SOAC have substantial experience in evaluating the operating and financial merits of companies similar to DeepGreen and have reviewed certain financial information of DeepGreen and compared it to certain publicly traded companies, selected based on the experience and the professional judgment of SOAC’s management team, which enabled them to make the necessary analyses and determinations regarding the Business Combination. Accordingly, investors will be relying solely on the judgment of the SOAC Board in valuing DeepGreen’s business and assuming the risk that the SOAC Board may not have properly valued such business.

Q:     WHAT INTERESTS DO SOAC’S CURRENT OFFICERS AND DIRECTORS HAVE IN THE BUSINESS COMBINATION?

A:     The initial shareholders, including SOAC’s directors and executive officers, may have interests in the Business Combination that are different from, in addition to or in conflict with yours. These interests include:

•        the fact that the initial shareholders have agreed not to redeem any Class A ordinary shares held by them in connection with a shareholder vote to approve a proposed initial business combination;

•        the fact that Sponsor paid an aggregate of $25,000 for the 7,500,000 Class B ordinary shares currently owned by the initial shareholders and such securities will have a significantly higher value at the time of the Business Combination (the Class B ordinary shares held by the initial shareholders, assuming they were converted to Class A ordinary shares, would have an aggregate market value of approximately $74.55 million based on the closing price of $9.94 per Class A ordinary share on the NYSE on June 18, 2021);

•        the fact that 741,000 of the TMC Common Shares that will be held by Sponsor as a result of the Continuance will be exchanged for 1,241,000 Sponsor Earnout Shares at the Effective Time, and that such Sponsor Earnout Shares will be convertible to TMC Common Shares on a one for one basis if certain TMC Common Share price thresholds are met as described in “Description of TMC Securities — TMC Special Shares;”

•        the fact that Sponsor paid $9,500,000 for its private placement warrants, and the Class A ordinary shares underlying those warrants would be worthless if a business combination is not consummated by November 8, 2021 (unless such date is extended in accordance with the Existing Governing Documents) (the private placement warrants held by the Sponsor have an aggregate market value of approximately $11.97 million based on the closing price of $1.26 per public warrant on June 18, 2021);

•        the fact that the initial shareholders and SOAC’s other current officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to any ordinary shares (other than public shares) held by them if SOAC fails to complete an initial business combination by November 8, 2021;

•        the fact that the Amended and Restated Registration Rights Agreement will be entered into by Sponsor and Messrs. Gaenzle, Barchas and Kelly;

•        the right of Sponsor and Messrs. Gaenzle, Barchas and Kelly to hold TMC Common Shares following the Business Combination, subject to certain lock-up periods;

•        the right of Sponsor to hold Sponsor Earnout Shares following the Business Combination;

•        the fact that, at the option of Sponsor and with DeepGreen’s consent, any amounts outstanding under any loan made by Sponsor or any of its affiliates to SOAC in an aggregate amount of up to $1,500,000 may be converted into warrants to purchase Class A ordinary shares in connection with the consummation of the Business Combination;

•        the continued indemnification of SOAC’s directors and officers and the continuation of SOAC’s directors’ and officers’ liability insurance after the Business Combination (i.e., a “tail policy”);

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•        the fact that Sponsor and SOAC’s officers and directors will lose their entire investment in SOAC and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by November 8, 2021;

•        the fact that if the trust account is liquidated, including in the event SOAC is unable to complete an initial business combination by November 8, 2021, Sponsor has agreed to indemnify SOAC to ensure that the proceeds in the trust account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the trust account on the liquidation date, by the claims of prospective target businesses with which SOAC has entered into an acquisition agreement or claims of any third party for services rendered or products sold to SOAC, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the trust account; and

•        the fact that SOAC may be entitled to distribute or pay over funds held by SOAC outside the trust account to Sponsor or any of its affiliates prior to the Closing.

Please see the section entitled “Business Combination Proposal — Interests of SOAC’s Directors and Executive Directors in the Business Combination” for more information.

Q:     WHAT WILL THE EXISTING DEEPGREEN SECURITYHOLDERS RECEIVE IN CONNECTION WITH THE BUSINESS COMBINATION WITH SOAC?

A:     Under the Arrangement, the shareholders and the optionholders of DeepGreen will be entitled to receive, in exchange for their DeepGreen Common Shares and DeepGreen Options, as applicable, the following shares or options to purchase the following shares: an aggregate of (i) 230,600,000 TMC Common Shares, assuming an Adjusted Equity Value (as defined in the Business Combination Agreement) immediately prior to the effective time of approximately $2.3 billion; and (ii) the DeepGreen Earnout Shares. In addition, upon the consummation of the Business Combination, the Allseas Warrant shall be assumed by TMC and shall become a warrant to purchase TMC Common Shares in accordance with its terms.

Q:     HOW WILL THE COMBINED COMPANY BE MANAGED FOLLOWING THE BUSINESS COMBINATION?

A:     Following the Closing, it is expected that the current management of DeepGreen will become the management of TMC, and the TMC Board will consist of nine directors. Pursuant to the Business Combination Agreement, the TMC Board will consist of (i) one (1) individual designated by Sponsor prior to the mailing of this proxy statement to SOAC shareholders, (ii) five individuals designated by DeepGreen prior to the mailing of this proxy statement to SOAC shareholders and (iii) three independent directors to be designated by DeepGreen prior to the mailing of this proxy statement to SOAC shareholders. Please see the section entitled “Management of TMC Following the Business Combination” for further information.

Q:     WHAT EQUITY STAKE WILL CURRENT SOAC SHAREHOLDERS AND EXISTING DEEPGREEN SECURITYHOLDERS HOLD IN TMC IMMEDIATELY AFTER THE CONSUMMATION OF THE BUSINESS COMBINATION?

A:     As of the date of this proxy statement/prospectus, there are (i) 30,000,000 Class A ordinary shares outstanding underlying units issued in SOAC’s initial public offering and (ii) 7,500,000 Class B ordinary shares outstanding held by SOAC’s initial shareholders. As of the date of this proxy statement/prospectus, there are 9,500,000 outstanding private placement warrants held by Sponsor and 15,000,000 outstanding public warrants. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share and, following the Continuance, will entitle the holder thereof to purchase one TMC Common Share. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination and assuming that none of SOAC’s outstanding public shares are redeemed in connection with the Business Combination), SOAC’s fully-diluted share capital, giving effect to the exercise of all of the private placement warrants and public warrants, would be 62,000,000 ordinary shares.

         The following table illustrates ownership levels in TMC Common Shares immediately following the consummation of the Business Combination, assuming either no redemptions of the Class A ordinary shares or that all of the Class A ordinary shares are redeemed, and the following additional assumptions: (i) 230,600,000 TMC Common Shares are issued to the holders of DeepGreen Common Shares and the holders of the DeepGreen Options (assuming exercise of such options), which would be the number of TMC Common Shares

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issued to these holders if the Adjusted Equity Value immediately prior to the Effective Date was approximately $2.3 billion; (ii) 33,030,000 TMC Common Shares are issued in the PIPE Financing; (iii) no public warrants or private placement warrants to purchase TMC Common Shares that will be outstanding immediately following Closing are exercised; (iv) the Allseas Warrant exercisable for TMC Common Shares upon consummation of the Business Combination is not exercised and (vi) no TMC Special Shares are converted to TMC Common Shares. If the actual facts are different than these assumptions, the ownership percentages in TMC will be different.

 

Share Ownership in TMC

   

No redemptions

 

Maximum redemptions(1)

   

Percentage of Outstanding Shares

 

Percentage of Outstanding Shares

SOAC public shareholders

 

10.0

%

 

0.0

%

Our initial shareholders(2)

 

2.3

%

 

2.5

%

PIPE Investors

 

11.0

%

 

12.2

%

Existing DeepGreen Securityholders(3)

 

76.7

%

 

85.3

%

____________

(1)      Assumes that all of SOAC’s outstanding public shares are redeemed in connection with the Business Combination, in which case the Aggregate Transaction Proceeds Condition and the Net Tangible Assets Condition are expected to be satisfied by the closing of the PIPE Financing.

(2)      Includes 6,759,000 TMC Common Shares that will be issued to the holders of the existing Class B ordinary shares as a result and upon the consummation of the Continuance, and excludes 741,000 TMC Common Shares that are expected to be exchanged for Sponsor Earnout Shares at the Effective Time. Also excludes the TMC Common Shares that are issuable upon conversion of the Sponsor Earnout Shares.

(3)      Represents 230,600,000 TMC Common Shares to be issued in connection with the Arrangement and excludes the TMC Common Shares that are issuable upon conversion of the DeepGreen Earnout Shares.

Q:     WHY IS SOAC PROPOSING THE CONTINUANCE?

A:     Our board of directors believes that it is in the best interest of SOAC to migrate and be continued from the Cayman Islands to British Columbia, Canada in order to adequately address the needs of SOAC and its shareholders following the consummation of the Business Combination and as the parent company to DeepGreen, a company incorporated under the BCBCA. See “Continuance Proposal — Reasons for the Continuance.”

         The approval of the Continuance Proposal is a condition to closing the Business Combination under the Business Combination Agreement. The approval of the Continuance Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds (2/3) of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal.

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Q:     WHAT ARE THE MATERIAL CHANGES BETWEEN THE CURRENT CONSTITUTIONAL DOCUMENTS OF SOAC AND THE TMC NOTICE AND ARTICLES?

A:     The consummation of the Business Combination is conditional, among other things, on the Continuance. Accordingly, in addition to voting on the Business Combination, SOAC’s shareholders also are being asked to consider and vote upon a proposal to approve the Continuance, and replace SOAC’s Existing Governing Documents under Cayman Islands law with the TMC Notice and Articles, which differ from the Existing Governing Documents in the following material respects:

 

Existing Governing Documents

 

TMC Notice and Articles

Governing Statute

 

The Companies Act (as Revised) of the Cayman Islands.

 

Business Corporations Act (British Columbia)

Corporate Name

 

Sustainable Opportunities Acquisition Corp.

 

TMC the metals company Inc.

Authorized Capital

 

300,000,000 Class A ordinary shares, 30,000,000 Class B ordinary shares, and 1,000,000 preference shares, each with a par value of $0.0001 per share.

 

An unlimited number of common shares, an unlimited number of preferred shares, issuable in series, 5,000,000 Class A Special Shares, 10,000,000 Class B Special Shares, 10,000,000 Class C Special Shares, 20,000,000 Class D Special Shares, 20,000,000 Class E Special Shares, 20,000,000 Class F Special Shares, 25,000,000 Class G Special Shares, 25,000,000 Class H Special Shares, 500,000 Class I Special Shares, and 741,000 Class J Special Shares, each without par value.

See “Description of TMC Securities” for a description of the rights and restrictions attached to the securities of TMC upon the Continuance.

Directors; Classes

 

The directors are divided into three classes: Class I; Class II; and Class III. The Class I directors stand appointed for a term expiring at SOAC’s first annual general meeting, the Class II directors stand appointed for a term expiring at SOAC’s second annual general meeting and the Class III directors shall stand appointed for a term expiring at SOAC’s third annual general meeting. Directors appointed to succeed those directors who terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment.

 

The board of directors will consist of a minimum of three directors. Following the Continuance, the board of directors of TMC will be composed of nine directors. The board of directors will not be divided into classes and each director will be elected on an annual basis.

Notice of Shareholder Meeting

 

At least five days’ notice is given of any shareholder meeting.

 

The board of directors of TMC will have the power to call a meeting of shareholders. Under the BCBCA, in certain circumstances, shareholders can also requisition meetings. The time period to provide notice of the time and place of a meeting of shareholders is not less than 21 days and not more than two months before the meeting.

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Existing Governing Documents

 

TMC Notice and Articles

Shareholder Written Consent in Lieu of a Meeting

 

No special business shall be transacted at any general meeting without the consent of all Shareholders entitled to receive notice of that meeting unless notice of such special business has been given in the notice convening that meeting. A resolution signed by all shareholders shall be as valid and effective as if the resolution had been passed at a general meeting of the Company.

 

The shareholders may consent to all of the business that is required to be transacted at a meeting of shareholders by unanimous written resolution, as provided for under the BCBCA. An ordinary resolution of shareholders may be passed if it is consented to in writing by shareholders holding shares that carry at least two-thirds of the votes entitled to be cast on the resolution, provided that the resolution has been submitted to all shareholders holding shares that carry the right to vote at general meetings.

Quorum

 

The holders of a majority of the shares being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy shall be a quorum.

 

Subject to the special rights and restrictions attached to the shares of any class or series of shares of the Company, a quorum is present at a meeting of shareholders if at least two shareholders, representing not less than one-third (331/3%) of the shares entitled to vote at such meeting, are present in person or represented by proxy.

Shareholder Vote; Casting Vote

 

In the case of an equality of votes, at either a meeting of shareholders or a meeting of directors, the chairman shall be entitled to a second or casting vote. Provisions of the amended and restated memorandum and articles of association may be amended with a shareholder vote.

 

In the case of an equality of votes, at either a meeting of shareholders or a meeting of directors, the chair of the meeting is not entitled to a second or casting vote. Provisions of the TMC Notice and Articles may be amended with a shareholder vote, or in certain circumstances by directors resolution, as set out in the TMC Notice and Articles, and the BCBCA.

Advance Notice; Director Nominations; Shareholder Proposals;

 

Members seeking to bring business before the annual general meeting or to nominate candidates for appointment as directors at the annual general meeting must deliver notice to the principal executive offices of SOAC not less than 120 calendar days before the date of SOAC’s proxy statement released to members in connection with the previous year’s annual general meeting or, if the Company did not hold an annual general meeting the previous year, or if the date of the current year’s annual general meeting has been changed by more than 30 days from the date of the previous year’s annual general meeting, then the deadline shall be set by the board of Directors with such deadline being a reasonable time before the Company begins to print and send its related proxy materials.

 

Nominations of persons for election to the board may be made for any annual meeting of shareholders, or for any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors by a nominating shareholder provided that the nomination is made, in the case of an annual meeting of shareholders, not less than 30 days prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is to be held on a date that is less than 50 days after the date (the “Notice Date”) on which the first

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Existing Governing Documents

 

TMC Notice and Articles

       

public announcement of the date of the annual meeting was made, notice by the nominating shareholder may be made not later than the close of business on the tenth (10th) day following the Notice Date; and in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors of the Corporation, not later than the close of business on the fifteenth (15th) day following the Notice Date. To be in proper form, the notice of nomination must include certain prescribed information about the nominating shareholder and the proposed nominee.

Shareholder proposals are otherwise governed by the provisions of the BCBCA.

Forum Selection

 

None.

 

Unless TMC consents in writing to the selection of an alternative forum, the Supreme Court of the Province of British Columbia, Canada and the appellate Courts therefrom, will, to the fullest extent permitted by law, be the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of TMC; (ii) any action or proceeding asserting breach of fiduciary duty owed by any director, officer or other employee of TMC to TMC; (iii) any action or proceeding asserting a claim arising pursuant to any provision of the BCBCA, or TMC Notice and Articles; or (iv) any action or proceeding asserting a claim otherwise related to the relationships among TMC, its affiliates and their respective shareholders, directors and/or officers, but excluding claims related to TMC’s business or of such affiliates. The foregoing will not apply to any action brought to enforce a duty or liability created by the Securities Act or the Exchange Act, or the rules and regulations thereunder. Unless TMC consents in writing to the selection of an alternative forum, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

Takeovers by Interested Shareholders

 

None.

 

The TMC Notice and Articles will not include provisions with respect to takeovers of the Company.

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Q:     WHY IS SOAC PROPOSING THE ORGANIZATIONAL DOCUMENTS PROPOSALS?

A:     SOAC is requesting that its shareholders vote upon, on a non-binding advisory basis, proposals to approve certain governance provisions contained in the TMC Notice and Articles that materially affect shareholder rights. This separate vote is not required by Cayman Islands law separate and apart from the Charter Proposal, but pursuant to SEC guidance, SOAC is required to submit these provisions to its shareholders separately for approval. However, the shareholder vote regarding this proposal is an advisory vote, and is not binding on SOAC and the SOAC Board (separate and apart from the approval of the Charter Proposal). Furthermore, the Business Combination is not conditioned on the separate approval of the Organizational Documents Proposals (separate and apart from approval of the Charter Proposal). Please see the section entitled “Proposal No. 4 — The Organizational Documents Proposals” for additional information.

Q:     HOW WILL THE CONTINUANCE AFFECT MY ORDINARY SHARES AND WARRANTS?

A:     As a result and upon the consummation of the Continuance, prior to the Effective Time, (i) the identifying name of the Class A ordinary shares and Class B ordinary shares will be changed to TMC Common Shares and the Class A ordinary shares and Class B ordinary shares will be changed from shares with par value to shares without par value; (ii) the rights and restrictions attached to the renamed Class A ordinary shares and Class B ordinary shares will be deleted and the shares will have the rights and restrictions attached to the TMC Common Shares, as described in the TMC Notice and Articles; (iii) the number of authorized TMC Common Shares will be unlimited; and (iv) each issued and outstanding whole warrant to purchase one Class A ordinary share will automatically represent the right to purchase one TMC Common Share at an exercise price of $11.50 per share on the terms and conditions set forth in the SOAC warrant agreement. See “Continuance Proposal.

Q:     WHAT ARE THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE CONTINUANCE?

A:     As discussed more fully under “U.S. Federal Income Tax Considerations” and subject to the “passive foreign investment company” rules described therein, it is intended that the Continuance constitute a tax-deferred reorganization within the meaning of Section 368(a)(l)(F) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”).

         For a more complete discussion of the U.S. federal income tax considerations of the Continuance, see “U.S. Federal Income Tax Considerations.

Q:     DO I HAVE REDEMPTION RIGHTS?

A:     If you are a holder of public shares, you have the right to request that SOAC redeem all or a portion of your public shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. You are not required to affirmatively vote for or against the Business Combination Proposal or any of the other proposals set forth in this proxy statement/prospectus in order to redeem your public shares for cash. This means that (unless you have agreed not to do so by executing the Sponsor Letter Agreement) if you hold public shares on or before             , 2021 (two (2) business days before the extraordinary general meeting), you may elect to redeem your public shares whether or not you were a holder as of the record date, and whether or not you vote “FOR” the Business Combination Proposal or any of the other proposals set forth in this proxy statement/prospectus. If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?

         Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

         The initial shareholders have agreed to waive their redemption rights with respect to all of their ordinary shares in connection with the consummation of the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price.

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Q:     HOW DO I EXERCISE MY REDEMPTION RIGHTS?

A:     In connection with the proposed Business Combination, pursuant to the Existing Governing Documents, SOAC’s public shareholders (other than those who have agreed not to do so by executing a Transaction Support Agreement (as defined below)) may request that SOAC redeem all or a portion of such public shares for cash if the Business Combination is consummated. If you are a public shareholder and wish to exercise your right to redeem the public shares, you must:

(i)     (a) hold public shares, or (b) if you hold public shares through units, elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;

(ii)    submit a written request to Continental, SOAC’s transfer agent, in which you (a) request that we redeem all or a portion of your public shares for cash, and (b) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and

(iii)   deliver your public shares to Continental, our transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

         Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on          , 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

         The address of Continental, SOAC’s transfer agent, is listed under the question “Who can help answer my questions?” below.

         Holders of units must elect to separate their units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental, our transfer agent, directly and instruct them to do so.

         Public shareholders will be entitled to request that their public shares be redeemed for a pro rata portion of the amount then on deposit in the trust account as of two business days prior to the consummation of the Business Combination including interest earned on the funds held in the trust account and not previously released to us (net of taxes payable). For illustrative purposes, as of             , 2021, this would have amounted to approximately $             per issued and outstanding public share. However, the proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders, regardless of whether such public shareholders vote, or, if they do vote, irrespective of if they vote for or against the Business Combination Proposal. Therefore, the per share distribution from the trust account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote, irrespective of how you vote, on any proposal, including the Business Combination Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to public shareholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.

         Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the extraordinary general meeting. If you deliver your shares for redemption to Continental, our transfer agent, and later decide prior to the extraordinary general meeting not to elect redemption, you may request that our transfer agent return the shares (physically or electronically) to you. You may make such request by contacting Continental at the phone number or address listed at the end of this section.

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         Any corrected or changed written exercise of redemption rights must be received by Continental prior to the vote taken on the Business Combination Proposal at the extraordinary general meeting. No request for redemption will be honored unless the holder’s public shares have been delivered (either physically or electronically) to Continental, our transfer agent, at least two business days prior to the vote at the extraordinary general meeting.

         If a holder of public shares properly makes a request for redemption and the public shares are delivered as described above, then, if the Business Combination is consummated, we will redeem the public shares for a pro rata portion of funds deposited in the trust account, calculated as of two business days prior to the consummation of the Business Combination.

         If you are a holder of public shares and you exercise your redemption rights, such exercise will not result in the loss of any warrants that you may hold.

Q:     IF I AM A HOLDER OF UNITS, CAN I EXERCISE REDEMPTION RIGHTS WITH RESPECT TO MY UNITS?

A:     No. Holders of issued and outstanding units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact Continental, our transfer agent, directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. You are requested to cause your public shares to be separated and delivered to Continental, our transfer agent, by 5:00 p.m., Eastern Time, on            , 2021 (two business days before the extraordinary general meeting) in order to exercise your redemption rights with respect to your public shares.

Q:     WHAT ARE THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF EXERCISING MY REDEMPTION RIGHTS?

A:     Subject to the “passive foreign investment company” rules described below under “U.S. Federal Income Tax Considerations,” we expect that a U.S. Holder (as defined in “U.S. Federal Income Tax Considerations — U.S. Holders”) that exercises its redemption rights to receive cash from the trust account in exchange for its public shares will generally be treated as selling such public shares resulting in the recognition of capital gain or capital loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of public shares that such U.S. Holder owns or is deemed to own (including through the ownership of warrants and constructive ownership) prior to and following the redemption. For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “U.S. Federal Income Tax Considerations.

Q:     WHAT HAPPENS TO THE FUNDS DEPOSITED IN THE TRUST ACCOUNT AFTER CONSUMMATION OF THE BUSINESS COMBINATION?

A:     Following the closing of our initial public offering, an amount equal to $300,000,000 ($10.00 per unit) of the net proceeds from our initial public offering and the sale of the private placement warrants was placed in the trust account. As of March 31, 2021, funds in the trust account totaled approximately $300 million and were held in U.S. treasury securities. These funds will remain in the trust account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (i) the completion of a business combination (including the closing of the Business Combination) or (ii) the redemption of all of the public shares if we are unable to complete a business combination by November 8, 2021 (unless such date is extended in accordance with the Existing Governing Documents), subject to applicable law.

         If our initial business combination is paid for using equity or debt securities or if not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions or purchases of the public shares, we may apply the balance of the cash

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released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of TMC, the payment of principal or interest due on indebtedness incurred in completing our Business Combination, to fund the purchase of other companies or for working capital. See “Summary of the Proxy Statement/Prospectus — Sources and Uses of Funds for the Business Combination.”

Q:     WHAT HAPPENS IF A SUBSTANTIAL NUMBER OF THE PUBLIC SHAREHOLDERS VOTE IN FAVOR OF THE BUSINESS COMBINATION PROPOSAL AND EXERCISE THEIR REDEMPTION RIGHTS?

A:     Our public shareholders are not required to vote “FOR” the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of public shareholders are reduced as a result of redemptions by public shareholders.

         In no event will SOAC redeem public shares in an amount that would cause our net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement and the PIPE Financing.

         Additionally, as a result of redemptions, the trading market for the TMC Common Shares may be less liquid than the market for the public shares was prior to consummation of the Business Combination and we may not be able to meet the listing standards for the NYSE or another national securities exchange.

Q:     WHAT CONDITIONS MUST BE SATISFIED TO COMPLETE THE BUSINESS COMBINATION?

A:     The consummation of the Business Combination is conditioned upon, among other things, (i) the approval by our shareholders of the Condition Precedent Proposals being obtained; (ii) the approval by the securityholders of DeepGreen of the DeepGreen Arrangement Resolution being obtained; (iii) the obtainment of the Final Order on terms consistent with the Business Combination Agreement; (iv) the fulfillment of the Aggregate Transaction Proceeds Condition; (v) the approval by NASDAQ of our initial listing application in connection with the Business Combination; and (vi) SOAC having at least $5,000,001 of net tangible assets, as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act after giving effect to the transactions contemplated by the Business Combination Agreement (including the PIPE Financing) (the “Net Tangible Assets Condition”). The Aggregate Transaction Proceeds Condition and the Net Tangible Assets Condition are expected to be satisfied by the closing of the PIPE Financing.

         For more information about conditions to the consummation of the Business Combination, see “Business Combination Proposal — Conditions to Closing of the Business Combination.”

Q:     WHEN DO YOU EXPECT THE BUSINESS COMBINATION TO BE COMPLETED?

A:     It is currently expected that the Business Combination will be consummated in the second quarter of 2021. This date depends, among other things, on the approval of the proposals to be put to SOAC shareholders at the extraordinary general meeting. However, such extraordinary general meeting could be adjourned if the Adjournment Proposal is adopted by our shareholders at the extraordinary general meeting and we elect to adjourn the extraordinary general meeting to a later date or dates to consider and vote upon a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates (A) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to SOAC shareholders or, if as of the time for which the extraordinary general meeting is scheduled, there are insufficient SOAC ordinary shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the extraordinary general meeting or (B) in order to solicit additional proxies from SOAC shareholders in favor of one or more of the proposals at the extraordinary general meeting. For a description of the conditions for the completion of the Business Combination, see “Business Combination Proposal — Conditions to Closing of the Business Combination.”

Q:     WHAT HAPPENS IF THE BUSINESS COMBINATION IS NOT CONSUMMATED?

A:     SOAC will not complete the Continuance unless all other conditions to the consummation of the Business Combination have been satisfied or waived by the parties in accordance with the terms of the Business Combination Agreement. If SOAC is not able to consummate the Business Combination nor able to complete

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another business combination by November 8, 2021, in each case, as such date may be extended pursuant to our Existing Governing Documents, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable laws.

Q:     DO I HAVE APPRAISAL RIGHTS IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION AND THE PROPOSED CONTINUANCE?

A:     Neither our shareholders nor our warrant holders have appraisal rights in connection with the Business Combination or the Continuance under the Cayman Islands Companies Law or under the BCBCA.

Q:     WHAT DO I NEED TO DO NOW?

A:     We urge you to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a shareholder and/or warrant holder. Our shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q:     HOW DO I VOTE?

A:     If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, and were a holder of record of ordinary shares on              , 2021, the record date for the extraordinary general meeting, you may vote with respect to the proposals in person or virtually at the extraordinary general meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. For the avoidance of doubt, the record date does not apply to SOAC shareholders that hold their shares in registered form and are registered as shareholders in SOAC’s register of members. All holders of shares in registered form on the day of the extraordinary general meeting are entitled to vote at the extraordinary general meeting.

Q:     IF MY SHARES ARE HELD IN “STREET NAME,” WILL MY BROKER, BANK OR NOMINEE AUTOMATICALLY VOTE MY SHARES FOR ME?

A:     No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee or its agent. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal. If you decide to vote, you should provide instructions to your broker, bank or other nominee on how to vote in accordance with the information and procedures provided to you by your broker, bank or other nominee.

Q:     WHEN AND WHERE WILL THE EXTRAORDINARY GENERAL MEETING BE HELD?

A:     The extraordinary general meeting will be held at 10:30 a.m., Central Time, on              , 2021, at the offices of Kirkland & Ellis LLP, located at 609 Main Street, Houston, Texas 77002, and via a virtual meeting, unless the extraordinary general meeting is adjourned.

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Q:     HOW WILL THE COVID-19 PANDEMIC IMPACT IN-PERSON VOTING AT THE GENERAL MEETING?

A:     We intend to hold the extraordinary general meeting in person. However, we are sensitive to the public health and travel concerns our shareholders may have and recommendations that public health officials may issue in light of the evolving coronavirus (“COVID-19”) situation. As a result, we may impose additional procedures or limitations on meeting attendees. We plan to announce any such updates in a press release filed with the SEC and posted on our proxy website at            , and we encourage you to check this website prior to the meeting if you plan to attend.

Q:     WHO IS ENTITLED TO VOTE AT THE EXTRAORDINARY GENERAL MEETING?

A:     We have fixed            , 2021 as the record date for the extraordinary general meeting. If you were a shareholder of SOAC at the close of business on the record date, you are entitled to vote on matters that come before the extraordinary general meeting. However, a shareholder may only vote his or her shares if he or she is present in person or is represented by proxy at the extraordinary general meeting.

Q:     HOW MANY VOTES DO I HAVE?

A:     SOAC shareholders are entitled to one (1) vote at the extraordinary general meeting for each ordinary share held of record as of the record date. As of the close of business on the record date for the extraordinary general meeting, there were 37,500,000 ordinary shares issued and outstanding, of which 30,000,000 were issued and outstanding public shares.

Q:     WHAT CONSTITUTES A QUORUM?

A:     A quorum of SOAC shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if one or more shareholders who together hold not less than a majority of the issued and outstanding ordinary shares entitled to vote at the extraordinary general meeting are represented in person or by proxy at the extraordinary general meeting. As of the record date for the extraordinary general meeting, 18,750,001 ordinary shares would be required to achieve a quorum.

Q:     WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AT THE EXTRAORDINARY GENERAL MEETING?

A:     The following votes are required for each proposal at the extraordinary general meeting:

1.      Continuance Proposal:    The approval of the Continuance Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds (2/3) of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

2.      Business Combination Proposal:    The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

3.      Charter Proposal:    The approval of the Charter Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds (2/3) of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter

4.      Organizational Documents Proposals:    The Organizational Documents Proposals are voted on a non-binding advisory basis.

5.      NYSE Proposal:    The approval of the NYSE Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

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6.      Incentive Award Plan Proposal:    The approval of the Incentive Award Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

7.      Adjournment Proposal:    The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

         Assuming all holders that are entitled to vote on such matter vote all of their ordinary shares in person or by proxy, 18,750,001 shares will need to be voted in favor of each of the Business Combination Proposal, the NYSE Proposal, the Incentive Award Plan Proposal and the Adjournment Proposal in order to approve each of the Business Combination Proposal, the NYSE Proposal, the Incentive Award Plan Proposal and the Adjournment Proposal.

         Assuming all holders that are entitled to vote on such matter vote all of their ordinary shares in person or by proxy, 25,000,000 shares will need to be voted in favor of the Continuance Proposal and the Charter Proposal in order to approve each of the Continuance Proposal and the Charter Proposal.

Q:     WHAT ARE THE RECOMMENDATIONS OF THE SOAC BOARD?

A:     The SOAC Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of SOAC and its shareholders and unanimously recommends that its shareholders vote “FOR” the Continuance Proposal, “FOR” the Business Combination Proposal, “FOR” the Charter Proposal, “FOR” the Organizational Documents Proposals, “FOR” the NYSE Proposal, “FOR” the Incentive Award Plan Proposal and “FOR” the Adjournment Proposal, in each case, if presented at the extraordinary general meeting.

         The existence of financial and personal interests of one or more of SOAC’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of SOAC and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, SOAC’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of SOAC’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Q:     HOW DO SPONSOR AND THE OTHER INITIAL SHAREHOLDERS INTEND TO VOTE THEIR SHARES?

A:     Our initial shareholders have agreed to vote all their shares in favor of all the proposals being presented at the extraordinary general meeting in connection with the proposed Business Combination. As of the date of this proxy statement/prospectus, our initial shareholders own approximately 20% of the issued and outstanding ordinary shares.

         At any time at or prior to the Business Combination, during a period when they are not then aware of any material, nonpublic information regarding us or our securities, our initial shareholders, DeepGreen and/or their directors, officers, advisors or respective affiliates may purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Condition Precedent Proposals. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record or beneficial holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our initial shareholders, TMC and/or their directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholder would be required to revoke their prior elections to redeem their

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shares. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that (i) the Business Combination Proposal, the NYSE Proposal, the Incentive Award Plan Proposal and the Adjournment Proposal are approved by the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter, and (ii) the Continuance Proposal and the Charter Proposal are approved by the affirmative vote of at least two-thirds (2/3) of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter, or otherwise limit the number of public shares electing to redeem.

         Entering into any such arrangements may have a depressive effect on the ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he or she owns, either at or prior to the Business Combination.

         If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. We will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the extraordinary general meeting or the redemption threshold.

         Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Q:     WHAT HAPPENS IF I SELL MY SOAC ORDINARY SHARES BEFORE THE EXTRAORDINARY GENERAL MEETING?

A:     The record date for the extraordinary general meeting is earlier than the date of the extraordinary general meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your public shares after the applicable record date, but before the extraordinary general meeting, unless you grant a proxy to the transferee, you will retain your right to vote at such general meeting.

Q:     MAY I CHANGE MY VOTE AFTER I HAVE MAILED MY SIGNED PROXY CARD?

A:     Yes. Shareholders may send a later-dated, signed proxy card to our general counsel at our address set forth below so that it is received by our general counsel prior to the vote at the extraordinary general meeting (which is scheduled to take place on              , 2021) or attend the extraordinary general meeting in person and vote. Shareholders also may revoke their proxy by sending a notice of revocation to our general counsel, which must be received by our general counsel prior to the vote at the extraordinary general meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

Q:     WHAT HAPPENS IF I FAIL TO TAKE ANY ACTION WITH RESPECT TO THE EXTRAORDINARY GENERAL MEETING?

A:     If you fail to vote with respect to the extraordinary general meeting and the Business Combination is approved by shareholders and consummated, you will become a shareholder and/or optionholder and/or warrant holder of TMC. If you fail to vote with respect to the extraordinary general meeting and the Business Combination is not approved, you will remain a shareholder and/or warrant holder of SOAC. However, if you fail to vote with respect to the extraordinary general meeting, you will nonetheless be able to elect to redeem your public shares in connection with the Business Combination.

Q:     WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS?

A:     Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each

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brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ordinary shares.

Q:     WHO WILL SOLICIT AND PAY THE COST OF SOLICITING PROXIES FOR THE EXTRAORDINARY GENERAL MEETING?

A:     SOAC will pay the cost of soliciting proxies for the extraordinary general meeting. SOAC has engaged Morrow Sodali LLC (“Morrow”) to assist in the solicitation of proxies for the extraordinary general meeting. SOAC has agreed to pay Morrow a fee of $        , plus disbursements, and will reimburse Morrow for its reasonable out-of-pocket expenses and indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. SOAC will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Class A ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of Class A ordinary shares and in obtaining voting instructions from those owners. SOAC’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:     WHERE CAN I FIND THE VOTING RESULTS OF THE EXTRAORDINARY GENERAL MEETING?

A:     The preliminary voting results will be announced at the extraordinary general meeting. SOAC will publish final voting results of the extraordinary general meeting in a Current Report on Form 8-K within four business days after the extraordinary general meeting.

Q:     WHO CAN HELP ANSWER MY QUESTIONS?

A:     If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

Morrow Sodali LLC

470 West Avenue

Stamford CT 06902

Individuals call toll-free (800) 662-5200

Banks and brokers call (203) 658-9400

Email:  SOAC.info@investor.morrowsodali.com

You also may obtain additional information about SOAC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information; Incorporation by Reference.” If you are a holder of public shares and you intend to seek redemption of your public shares, you will need to deliver your public shares (either physically or electronically) to Continental at the address below prior to the extraordinary general meeting. Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on              (two business days before the extraordinary general meeting) in order for their shares to be redeemed. If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, NY 10004

Attn:  Mark Zimkind

E-mail: mzimkind@continentalstock.com

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SUMMARY

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the extraordinary general meeting, including the Business Combination, you should read this proxy statement/prospectus, including the Annexes and other documents referred to herein, carefully and in their entirety. The Business Combination Agreement is the legal document that governs the Business Combination and the other transactions that will be undertaken in connection with the Business Combination. The Business Combination Agreement is also described in detail in this proxy statement/prospectus in the section entitled “Business Combination Proposal — The Business Combination Agreement.”

Business Summary

Unless otherwise indicated or the context otherwise requires, references in this Business Summary to “we,” “us,” “our” and other similar terms refer to DeepGreen and its subsidiaries prior to the Business Combination and to TMC and its consolidated subsidiaries after giving effect to the Business Combination.

DeepGreen Overview

DeepGreen is a deep-sea minerals exploration company focused on the collection, processing and refining of polymetallic nodules found on the seafloor of the Clarion Clipperton Zone of the Pacific Ocean (the “CCZ”). Polymetallic nodules, which are located in significant quantities on the seafloor of the CCZ, have high concentrations of nickel, manganese, cobalt and copper in a single rock. These metals are the main raw material inputs into lithium NMC (nickel-manganese-cobalt) battery cathodes and electric wiring often used in electric vehicles (“EV”) and energy storage. DeepGreen has identified the potential to recover metals from polymetallic nodules to support increasing demand from battery and electric vehicle production through the development of a process that produces metals from the polymetallic nodules with near-zero solid processing waste. DeepGreen has a dual mission: (1) to supply metals for the clean energy transition with low environmental and social impact; and (2) to accelerate the transition to a circular metal economy. The primary application of DeepGreen’s mission is to solve the metals supply problem for the manufacture of EV batteries.

NORI and TOML, both subsidiaries of DeepGreen, intend to operate under the effective supervision, regulation and sponsorship of the Republic of Nauru (“Nauru”) and the Kingdom of Tonga (“Tonga”), respectively, in the CCZ. DeepGreen intends to engage in processing operations through its subsidiary DeepGreen Engineering in locations that have yet to be determined. DeepGreen has chosen an asset-light approach to its operations and has focused on forming deep strategic partnerships with leading offshore companies in every aspect of its operations.

The Parties to the Business Combination

SOAC

SOAC is a blank check company incorporated on December 18, 2019 as a Cayman Islands exempted company limited by shares and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. SOAC is an emerging growth company and, as such, SOAC is subject to all of the risks associated with emerging growth companies. As of March 31, 2021, SOAC had not commenced any operations. All of SOAC’s activities have related to its formation and initial public offering, and since the closing of the initial public offering, a search for a business combination candidate.

On May 8, 2020, SOAC consummated an initial public offering of 30,000,000 units at an offering price of $10.00 per unit, and a private placement with Sponsor of 9,500,000 Private Placement Warrants at an offering price of $1.00 per warrant.

Following the closing of SOAC’s initial public offering, an amount equal to $300,000,000 of the net proceeds from its initial public offering and the sale of the Private Placement Warrants was placed in the trust account, and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by SOAC meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of

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the Investment Company Act, as determined by SOAC, until the earlier of: (i) the completion of a business combination and (ii) the distribution of the trust account if SOAC does not complete a business combination within 18 months from the closing of the initial public offering, or November 8, 2021 (the “Combination Period”), unless the SOAC proposes an amendment to SOAC’s existing Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of SOAC’s obligation to complete a business combination within the Combination Period and SOAC provides its shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.

SOAC’s units, public shares and public warrants are currently listed on the NYSE under the symbols “SOAC.U,” “SOAC” and “SOAC WS,” respectively.

SOAC’s registered office is located at 1601 Bryan Street, Suite 4141, Dallas, Texas 75201. SOAC’s corporate website address is https://www.greenspac.com. SOAC’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus.

DeepGreen

DeepGreen is a corporation existing under the laws of British Columbia, Canada. DeepGreen’s corporate website address is https://deep.green/. DeepGreen’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus.

NewCo Sub

1291924 B.C. Unlimited Liability Company is a British Columbia unlimited liability company and wholly-owned subsidiary of SOAC that was formed for the sole purpose of effecting the Business Combination. Its registered office is located at 666 Burrard Street, Vancouver, British Columbia, Canada.

Proposals to be put to the Shareholders of SOAC at the Extraordinary General Meeting of SOAC

The following is a summary of the proposals to be put to the extraordinary general meeting of SOAC and certain transactions contemplated by the Business Combination Agreement. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus. The transactions contemplated by the Business Combination Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting.

Continuance Proposal

As discussed in this proxy statement/prospectus, SOAC will ask its shareholders to approve by special resolution the Continuance Proposal. As a condition to closing the Business Combination pursuant to the terms of the Business Combination Agreement, the board of directors of SOAC has unanimously approved the Continuance Proposal. The Continuance Proposal, if approved, will authorize a change of SOAC’s jurisdiction of incorporation from the Cayman Islands to British Columbia, Canada. Accordingly, while SOAC is currently incorporated as an exempted company under the Cayman Islands Companies Law, upon the Continuance, TMC will be governed by the BCBCA. There are differences between Cayman Islands corporate law and British Columbia corporate law as well as the Existing Governing Documents and the TMC Notice and Articles. The approval of each of the Continuance Proposal and the Charter Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of holders at least two-thirds (2/3) of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. Accordingly, we encourage shareholders to carefully consult the information set out below under “Comparison of Corporate Governance and Shareholder Rights.”

For further details, see “Continuance Proposal.

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The Business Combination Proposal

As discussed in this proxy statement/prospectus, SOAC is asking its shareholders to approve by ordinary resolution the Business Combination Agreement, pursuant to which, among other things, on the Closing Date, promptly following the Continuance, pursuant to the Arrangement, (i) SOAC will acquire all of the issued and outstanding DeepGreen Common Shares, (ii) the shareholders and the optionholders of DeepGreen will be entitled to receive, in exchange for their DeepGreen Common Shares and DeepGreen Options, as applicable, the following shares or options to purchase the following shares: an aggregate of (a) 230,600,000 TMC Common Shares, assuming an Adjusted Equity Value immediately prior to the effective time of approximately $2.3 billion, and (b) the DeepGreen Earnout Shares, (iii) DeepGreen will become a wholly-owned subsidiary of TMC and (iv) DeepGreen and NewCo Sub will amalgamate to continue as one unlimited liability company existing under the laws of British Columbia. In addition, the Allseas Warrant shall be assumed by TMC and shall become a warrant to purchase TMC Common Shares upon the consummation of the Business Combination, in accordance with its terms.

After consideration of the factors identified and discussed in the section entitled “Business Combination Proposal — The SOAC Board’s Reasons for the Business Combination,” the SOAC Board concluded that the Business Combination met all of the requirements disclosed in the prospectus for SOAC’s initial public offering, including that the businesses of DeepGreen had a fair market value of at least 80% of the balance of the funds in the trust account at the time of execution of the Business Combination Agreement. For more information about the transactions contemplated by the Business Combination Agreement, see “Business Combination Proposal.”

Consideration to Existing DeepGreen Securityholders in the Business Combination

In accordance with the terms and subject to the conditions of the Business Combination Agreement, pursuant to the Plan of Arrangement, the shareholders and the optionholders of DeepGreen will be entitled to receive, in exchange for their DeepGreen Common Shares or DeepGreen Options, as applicable the following shares or options to purchase the following shares: an aggregate of: (i) 230,600,000 TMC Common Shares, assuming an Adjusted Equity Value immediately prior to the effective time of approximately $2.3 billion, and (ii) DeepGreen Earnout Shares. In addition, upon the consummation of the Business Combination, the Allseas Warrant shall be assumed by TMC and shall become a warrant to purchase TMC Common Shares in accordance with its terms. The TMC Common Shares and DeepGreen Earnout Shares to be issued to Existing DeepGreen Securityholders pursuant to the Arrangement will not be registered under the Securities Act and will be issued pursuant to the exemption provided by Section 3(a)(10) under the Securities Act.

For further details, see “Business Combination Proposal — Business Combination Consideration.”

Conditions to Closing of the Business Combination

The consummation of the Business Combination is conditioned upon ,among other things, (i) the approval by our shareholders of the Condition Precedent Proposals being obtained; (ii) the approval by the securityholders of DeepGreen of the DeepGreen Arrangement Resolution being obtained; (iii) the Final Order being obtained on terms consistent with the Business Combination Agreement; (iv) the Aggregate Transaction Proceeds Condition being fulfilled; (v) the approval by the NYSE of our initial listing application in connection with the Business Combination and (vi) the Net Tangible Assets Condition being fulfilled. The Aggregate Transaction Proceeds Condition and the Net Tangible Assets Condition are expected to be satisfied by the closing of the PIPE Financing. For further details, see “Business Combination Proposal — Conditions to Closing of the Business Combination.”

The Charter Proposal

SOAC is proposing that its shareholders approve the TMC Notice and Articles as the governing documents of TMC as a result of and upon the Continuance, reflecting the authorized share capital described therein and the change of name of SOAC to “TMC the metals company Inc.” upon the Continuance. For further details, see “The Charter Proposal.”

The Organizational Document Proposals

SOAC is proposing that its shareholders approve, on a non-binding basis, six separate proposals in connection with the replacement with the Existing Governing Documents under Cayman Islands law, with the TMC Notice and

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Articles under the BCBCA. The SOAC Board has unanimously approved each of the Organizational Documents Proposals and believes such proposals are necessary to adequately address the needs of TMC after the Business Combination. A brief summary of each of the Organizational Documents Proposals is set forth below. These summaries are qualified in their entirety by reference to the complete text of the TMC Notice and Articles.

•        Organizational Documents Proposal 4A — The establishment of the authorized capital of TMC to consist of an unlimited number of common shares, an unlimited number of preferred shares, issuable in series, and the TMC Special Shares, in each case, without par value.

•        Organizational Documents Proposal 4B — the declassification of the board of directors with the result being that each director will be elected on an annual basis.

•        Organizational Documents Proposal 4C — the reduction of the requisite quorum for a meeting of shareholders from a majority to at least two shareholders representing no less than one-third (331/3%) of the shares entitled to vote at such meeting.

•        Organizational Documents Proposal 4D — the inclusion of an advance notice provision that requires a shareholder to provide notice to TMC in advance of a meeting of shareholders should such shareholder wish to nominate a person for election to the board of directors.

•        Organizational Documents Proposal 4E — the inclusion of a forum selection provision whereby, subject to limited exceptions or unless TMC consents in writing to the selection of an alternative forum, the Supreme Court of the Province of British Columbia, Canada, and the appellate courts therefrom, will be the sole and exclusive forum for certain shareholder litigation matters.

•        Organizational Documents Proposal 4F — certain other changes, including the changes in the rights and restrictions attached to the Class B ordinary shares, and the deletion of the provisions relating to the initial public offering, the Sponsors, the initial business combination and other related matters.

The TMC Notice and Articles differ in certain material respects from the Existing Governing Documents and we encourage shareholders to carefully consult the information set forth in the section entitled “Organizational Documents Proposals” and the full text of the TMC Notice and Articles, attached hereto as Annexes B and C, respectively.

For further details, see “Proposal 4 — Organizational Documents Proposals.

NYSE Proposal

Our shareholders are also being asked to approve, by ordinary resolution, the NYSE Proposal. Our units, public shares and public warrants are listed on NYSE and, as such, we are seeking shareholder approval for issuance of TMC Common Shares in connection with the Business Combination and the PIPE Financing pursuant to NYSE Rule 312.03. SOAC will apply for listing, to be effective at the Effective Time, of TMC Common Shares and Warrants on NASDAQ.

For additional information, see “Proposal No. 5 — NYSE Proposal.”

Incentive Award Plan Proposal

Our shareholders are also being asked to approve, by ordinary resolution, the Incentive Award Plan Proposal. Pursuant to the Incentive Equity Plan, a number of TMC Common Shares, representing 11% of the number of outstanding TMC Common Shares as of the date of closing of the Business Combination, will be available for issuance with respect to awards under the Incentive Equity Plan. Notwithstanding the foregoing, the number of shares that may be issued will increase automatically on the first day of each fiscal year during the period beginning with fiscal year 2022 and ending on the tenth anniversary of the closing of the Business Combination by an amount equal to the lesser of (a) 4% of the number of outstanding TMC Common Shares on such date, and (b) an amount determined by the plan administrator. For additional information, see “Incentive Award Plan Proposal.” The full text of the TMC Incentive Equity Plan is attached hereto as Annex D.

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Adjournment Proposal

If, based on the tabulated vote, there are not sufficient votes at the time of the extraordinary general meeting to authorize SOAC to consummate the Business Combination, the SOAC Board may submit a proposal to adjourn the extraordinary general meeting to a later date or dates to consider and vote upon a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates. For additional information, see “Adjournment Proposal.”

Each of the Continuance Proposal, the Business Combination Proposal, the Charter Proposal, the NYSE Proposal and the Incentive Award Plan Proposal is conditioned on the approval and adoption of each of the Condition Precedent Proposals. The Adjournment Proposal is not conditioned on any other proposal.

The SOAC Board’s Reasons for the Business Combination

SOAC was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. The SOAC Board sought to do this by utilizing the networks and industry experience of Sponsor, the SOAC Board and management to identify, acquire and operate one or more businesses. The members of management and the SOAC Board have extensive experience in operating and investing in companies with a focus on decarbonization and environmentally sustainable business practices.

In particular, the SOAC Board considered the following positive factors, although not weighted in or in any order of significance, in deciding to approve the Business Combination Proposal:

•        Meets the acquisition criteria that SOAC had established to evaluate prospective business combination targets;

•        DeepGreen has access to clean and inexpensive sources of battery materials;

•        DeepGreen has established strategic partnerships;

•        DeepGreen has unique exposure to attractive tailwinds in a growing electric vehicle market;

•        Attractive enterprise valuation of DeepGreen; and

•        DeepGreen has an experienced management team.

For more information about the SOAC Board’s decision-making process concerning the Business Combination, please see the section entitled “The Business Combination Proposal — The SOAC Board’s Reasons for the Business Combination.”

Related Agreements

This section describes certain additional agreements entered into or to be entered into in connection with the Business Combination Agreement. For additional information, see “Business Combination Proposal — Related Agreements.”

PIPE Financing

SOAC entered into Subscription Agreements with the PIPE Investors to consummate the PIPE Financing, 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 at a price of $10.00 per share, for aggregate gross proceeds of $330,300,000. The TMC Common Shares to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. SOAC will grant the PIPE Investors certain registration rights in connection with the PIPE Financing. The PIPE Financing is contingent upon, among other things, the substantially concurrent closing of the Business Combination. For additional information, see “Business Combination Proposal — Related Agreements — PIPE Financing.”

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Amended and Restated Registration Rights Agreement

At the Closing, SOAC, the initial shareholders, and certain Existing DeepGreen Securityholders will enter into an Amended and Restated Registration Rights Agreement (the “Amended and Restated Registration Rights Agreement”), pursuant to which, among other things, the initial shareholders and certain Existing DeepGreen Securityholders (a) will agree not to effect any sale or distribution of certain securities of TMC held by them during the lock-up periods described therein and (b) will be granted certain customary registration rights. Notably, certain shares held by the initial holders shall not be offered, sold, pledged or distributed for periods of six months or twelve months, as applicable, and certain shares held by the Existing DeepGreen Securityholders shall not be offered, sold, pledged or distributed for periods of six months or two years, as applicable, subject to the exceptions described in the Amended and Restated Registration Rights Agreement. For additional information, see “Business Combination Proposal — Related Agreements — Registration Rights Agreement.”

Transaction Support Agreements

Concurrently with the execution of the Business Combination Agreement, certain DeepGreen Securityholders entered into shareholder support agreements (the “Transaction Support Agreements”) pursuant to which each such holder agreed (i) to vote at any meeting of the DeepGreen Securityholders all of its securities held of record or thereafter acquired and entitled to vote in favor of the Business Combination and the ancillary documents thereto and the consummation of the Arrangement and the transactions contemplated thereby, (ii) irrevocably appoint SOAC or any individual designated by SOAC as such DeepGreen Securityholder’s attorney-in-fact, with full power of substitution in favor of SOAC, to take all such actions and execute and deliver such documents, instruments or agreements as are necessary to consummate the transaction contemplated by the Business Combination Agreement, including acting as a proxy, to attend on behalf of such DeepGreen Securityholder, at any meeting of DeepGreen Securityholders with respect to the Business Combination, (iii) be bound by certain other covenants and agreements related to the Business Combination, and (iv) not to transfer such securities outside certain limited circumstances. For additional information, see “Business Combination Proposal — Related Agreements — Transaction Support Agreements.”

Sponsor Letter Agreement

Pursuant to the Business Combination Agreement, Sponsor, Rick Gaenzle, Isaac Barchas and Justin Kelly and DeepGreen entered into the Sponsor Letter Agreement (the “Sponsor Letter Agreement”), pursuant to which (a) Sponsor and each of Rick Gaenzle, Isaac Barchas and Justin Kelly has agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the transactions contemplated thereby, (ii) waive any adjustment to the conversion ratio set forth in the governing documents of SOAC or any other anti-dilution or similar protection with respect to the Class B ordinary shares (whether resulting from the transactions contemplated by the Subscription Agreements or otherwise), (iii) be bound by certain other covenants and agreements related to the Business Combination and (iv) be bound by certain transfer restrictions with respect to his, her or its shares in SOAC prior to the closing of the Business Combination and (b) Sponsor has agreed to exchange 741,000 of its TMC Common Shares upon the Continuance for the Sponsor Earnout Shares at the Effective Time, in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement. “Business Combination Proposal — Related Agreements — Sponsor Letter Agreement.”

Ownership of TMC

As of the date of this proxy statement/prospectus, there are (i) 30,000,000 Class A ordinary shares outstanding underlying units issued in SOAC’s initial public offering, and (iii) 7,500,000 Class B ordinary shares outstanding held by SOAC’s initial shareholders. As of the date of this proxy statement/prospectus, there are outstanding 9,500,000 private placement warrants held by Sponsor and 15,000,000 public warrants. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share and, following the Continuance, will entitle the holder thereof to purchase one TMC Common Share. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination and assuming that none of SOAC’s outstanding public shares are redeemed in connection with the Business Combination), SOAC’s fully-diluted share capital, giving effect to the exercise of all of the private placement warrants and public warrants, would be 62,000,000 ordinary shares.

The following table illustrates varying ownership levels in TMC Common Shares immediately following the consummation of the Business Combination based on the varying levels of redemptions by the public shareholders and the following additional assumptions: (i) 230,600,000 TMC Common Shares are issued to the holders of DeepGreen Common Shares and the holders of the DeepGreen Options (assuming exercise prior to the Effective Time ), which would be the number of TMC Common Shares issued to these holders if the Adjusted Equity Value

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immediately prior to the Effective Date was approximately $2.3 billion; (iii) no public warrants or private placement warrants to purchase TMC Common Shares that will be outstanding immediately following Closing are exercised; (iv) the Allseas Warrant exercisable for TMC Common Shares upon the consummation of the Business Combination is not exercised; and (v) no TMC Special Shares are converted to TMC Common Shares. If the actual facts are different than these assumptions, the ownership percentages in TMC will be different.

 

Share Ownership in TMC

   

No redemptions

 

Maximum
redemptions
(1)

   

Percentage of
Outstanding
Shares

 

Percentage of
Outstanding
Shares

SOAC public shareholders

 

10.0

%

 

0.0

%

Our initial shareholders(2)

 

2.3

%

 

2.5

%

PIPE Investors

 

11.0

%

 

12.2

%

Existing DeepGreen Securityholders(3)

 

76.7

%

 

85.3

%

____________

(1)      Assumes that all of SOAC’s outstanding public shares are redeemed in connection with the Business Combination, in which case the Aggregate Transaction Proceeds Condition and the Net Tangible Assets Condition are expected to be satisfied by the closing of the PIPE Financing.

(2)      Includes 6,759,000 TMC Common Shares that will be issued to the holders of the existing Class B ordinary shares as a result and upon the consummation of the Continuance, and excludes 741,000 TMC Common Shares that are expected to be exchanged for Sponsor Earnout Shares at the Effective Time. Also excludes the TMC Common Shares that are issuable upon conversion of the Sponsor Earnout Shares.

(3)      Represents 230,600,000 TMC Common Shares to be issued pursuant to the Arrangement and excludes the TMC Common Shares that are issuable upon the conversion of the DeepGreen Earnout Shares.

Date, Time and Place of the Extraordinary General Meeting of SOAC

The extraordinary general meeting of SOAC, will be held at 10:30 a.m., Central Time, on           , 2021, at the offices of Kirkland & Ellis LLP, located at 609 Main Street, Houston, Texas 77002, and via a virtual meeting, to consider and vote upon the proposals to be put to the extraordinary general meeting, including if necessary, the Adjournment Proposal, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, each of the Condition Precedent Proposals have not been approved.

Voting Power; Record Date

SOAC shareholders will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they owned ordinary shares at the close of business on           , 2021, which is the “record date” for the extraordinary general meeting. Shareholders will have one (1) vote for each ordinary share owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Our warrants do not have voting rights. As of the close of business on the record date, there were 37,500,000 ordinary shares issued and outstanding, of which 30,000,000 were issued and outstanding public shares.

Quorum and Vote of SOAC Shareholders

A quorum of SOAC shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if one or more shareholders who together hold not less than a majority of the issued and outstanding ordinary shares entitled to vote at the extraordinary general meeting are represented in person or by proxy at the extraordinary general meeting. As of the record date for the extraordinary general meeting, 18,750,001 ordinary shares would be required to achieve a quorum.

The initial shareholders have, pursuant to the Sponsor Letter Agreement, agreed to, among other things, vote all of their ordinary shares in favor of the proposals being presented at the extraordinary general meeting. As of the date of this proxy statement/prospectus, the initial shareholders own approximately 20% of the issued and outstanding ordinary shares. See “Business Combination Proposal — Related Agreements — Sponsor Letter Agreement” in the accompanying proxy statement/prospectus for more information related to the Sponsor Letter Agreement.

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The proposals presented at the extraordinary general meeting require the following votes:

(i)     Continuance Proposal:    The approval of the Continuance Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds (2/3) of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

(ii)    Business Combination Proposal:    The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

(iii)   Charter Proposal:    The approval of the Charter Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds (2/3) of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

(iv)   Organizational Documents Proposals:    The Organizational Documents Proposals are voted on a non-binding advisory basis.

(v)    NYSE Proposal:    The approval of the NYSE Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

(vi)   Incentive Award Plan Proposal:    The approval of the Incentive Award Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

(vii)  Adjournment Proposal:    The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

Redemption Rights

Pursuant to the Existing Governing Documents, a public shareholder may request of SOAC that SOAC redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:

(i)     (a) hold public shares, or (b) if you hold public shares through units, you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;

(ii)    submit a written request to Continental in which you (i) request that we redeem all or a portion of your public shares for cash, and (ii) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and

(iii)   deliver your public shares to Continental physically or electronically through The Depository Trust Company (“DTC”).

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on         , 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

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Holders of units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental, our transfer agent, directly and instruct them to do so.

Public shareholders will be entitled to request that their public shares be redeemed for a pro rata portion of the amount then on deposit in the trust account as of two business days prior to the consummation of the Business Combination including interest earned on the funds held in the trust account and not previously released to us (net of taxes payable). For illustrative purposes, as of             , 2021, this would have amounted to approximately $         per issued and outstanding public share. However, the proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders, regardless of whether such public shareholders vote or, if they do vote, irrespective of if they vote for or against the Business Combination Proposal. Therefore, the per share distribution from the trust account in such a situation may be less than originally expected due to such claims. Public shareholders are not required to affirmatively vote for or against the Business Combination Proposal or any of the other proposals set forth in this proxy statement/prospectus in order to redeem their public shares for cash. This means that public shareholders (other than those who have agreed not to do so by executing the Sponsor Letter Agreement) who hold public shares on or before               , 2021 (two (2) business days before the extraordinary general meeting) may elect to redeem their public shares whether or not they are holders as of the record date, and whether or not they vote “FOR” the Business Combination Proposal or any of the other proposals set forth in this proxy statement/prospectus. It is expected that the funds to be distributed to public shareholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the extraordinary general meeting. If you deliver your shares for redemption to Continental, our transfer agent, and later decide prior to the extraordinary general meeting not to elect redemption, you may request that our transfer agent return the shares (physically or electronically) to you. You may make such request by contacting Continental, our transfer agent, at the phone number or address listed at the end of this section.

Any corrected or changed written exercise of redemption rights must be received by Continental, our transfer agent, prior to the vote taken on the Business Combination Proposal at the extraordinary general meeting. No request for redemption will be honored unless the holder’s public shares have been delivered (either physically or electronically) to Continental, our transfer agent, at least two business days prior to the vote at the extraordinary general meeting.

If a holder of public shares properly makes a request for redemption and the public shares are delivered as described above, then, if the Business Combination is consummated, we will redeem the public shares for a pro rata portion of funds deposited in the trust account, calculated as of two business days prior to the consummation of the Business Combination.

If you are a holder of public shares and you exercise your redemption rights, such exercise will not result in the loss of any warrants that you may hold.

Appraisal Rights

Neither SOAC shareholders nor SOAC warrant holders have appraisal rights in connection with the Business Combination under the Cayman Islands Companies Law or under the BCBCA.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. SOAC has engaged Morrow to assist in the solicitation of proxies.

If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the extraordinary general meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “Extraordinary General Meeting of SOAC — Revoking Your Proxy.”

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Interests of SOAC Directors and Executive Officers in the Business Combination

When you consider the recommendation of the SOAC Board in favor of approval of the Business Combination Proposal, you should keep in mind that the initial shareholders, including SOAC’s directors and executive officers, have interests in such proposal that are different from, or in addition to, those of SOAC shareholders and warrant holders generally. These interests include, among other things, the interests listed below:

•        the fact that our initial shareholders have agreed not to redeem any Class A ordinary shares held by them in connection with a shareholder vote to approve a proposed initial business combination;

•        the fact that Sponsor paid an aggregate of $25,000 for the 7,500,000 Class B ordinary shares currently owned by the initial shareholders and such securities will have a significantly higher value at the time of the Business Combination (the Class B ordinary shares held by the initial shareholders, assuming they were converted to Class A ordinary shares, would have an aggregate market value of approximately $74.55 million based on the closing price of $9.94 per Class A ordinary share on the NYSE on June 18, 2021);

•        the fact that 741,000 of the TMC Common Shares that will be held by Sponsor as a result of the Continuance will be exchanged for 1,241,000 Sponsor Earnout Shares at the Effective Time, and that such Sponsor Earnout Shares will be convertible to TMC Common Shares on a one for one basis if certain TMC Common Share price thresholds are met as described in “Description of TMC Securities — TMC Special Shares;”

•        the fact that Sponsor paid $9,500,000 for its private placement warrants, and the Class A ordinary shares underlying those warrants would be worthless if a business combination is not consummated by November 8, 2021 (unless such date is extended in accordance with the Existing Governing Documents) (the private placement warrants held by the Sponsor have an aggregate market value of approximately $11.97 million based on the closing price of $1.26 per public warrant on June 18, 2021);

•        the fact that the initial shareholders and SOAC’s other current officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to any ordinary shares (other than public shares) held by them if SOAC fails to complete an initial business combination by November 8, 2021;

•        the fact that the Amended and Restated Registration Rights Agreement will be entered into by Sponsor and Messrs. Gaenzle, Barchas and Kelly;

•        the right of Sponsor and Messrs. Gaenzle, Barchas and Kelly to hold TMC Common Shares following the Business Combination, subject to certain lock-up periods;

•        the right of Sponsor to hold Sponsor Earnout Shares following the Business Combination;

•        the fact that, at the option of Sponsor and with DeepGreen’s consent, any amounts outstanding under any loan made by Sponsor or any of its affiliates to SOAC in an aggregate amount of up to $1,500,000 may be converted into warrants to purchase Class A ordinary shares in connection with the consummation of the Business Combination;

•        the continued indemnification of SOAC’s directors and officers and the continuation of SOAC’s directors’ and officers’ liability insurance after the Business Combination (i.e., a “tail policy”);

•        the fact that Sponsor and SOAC’s officers and directors will lose their entire investment in SOAC and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by November 8, 2021;

•        the fact that if the trust account is liquidated, including in the event SOAC is unable to complete an initial business combination by November 8, 2021, Sponsor has agreed to indemnify SOAC to ensure that the proceeds in the trust account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the trust account on the liquidation date, by the claims of prospective target businesses with which SOAC has entered into an acquisition agreement or claims of any third party for services rendered or products sold to SOAC, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the trust account; and

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•        the fact that SOAC may be entitled to distribute or pay over funds held by SOAC outside the trust account to Sponsor or any of its affiliates prior to the Closing.

The initial shareholders have, pursuant to the Sponsor Letter Agreement, agreed to, among other things, vote all of their ordinary shares in favor of the proposals being presented at the extraordinary general meeting and waive their anti-dilution rights with respect to their Class B ordinary shares in connection with the consummation of the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of this proxy statement/prospectus, the initial shareholders own approximately 20% of the issued and outstanding ordinary shares. See “Business Combination Proposal — Related Agreements — Sponsor Letter Agreement” in the accompanying proxy statement/prospectus for more information related to the Sponsor Letter Agreement.

At any time at or prior to the Business Combination, during a period when they are not then aware of any material, nonpublic information regarding us or our securities, our initial shareholders, DeepGreen and/or their directors, officers, advisors or respective affiliates may purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Condition Precedent Proposals. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record or beneficial holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our initial shareholders, DeepGreen and/or their directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfying the requirements that (i) the Business Combination Proposal, the NYSE Proposal, the Incentive Award Plan Proposal and the Adjournment Proposal are approved by the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter, and (ii) the Continuance Proposal and the Charter Proposal are approved by the affirmative vote of at least two-thirds (2/3) of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter, or otherwise limit the number of public shares electing to redeem.

Entering into any such arrangements may have a depressive effect on the ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he or she owns, either at or prior to the Business Combination.

If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. We will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the extraordinary general meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

The existence of financial and personal interests of one or more of SOAC’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of SOAC and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, SOAC’s officers have interests in the Business Combination that may conflict with your interests as a shareholder.

Recommendation to Shareholders of SOAC

The SOAC Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of SOAC and its shareholders and unanimously recommends that its shareholders vote “FOR” the Continuance Proposal, “FOR” the Business Combination

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Proposal, “FOR” the Charter Proposal, “FOR” the Organizational Documents Proposals, “FOR” the NYSE Proposal, “FOR” the Incentive Award Plan Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting.

The existence of financial and personal interests of one or more of SOAC’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of SOAC and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, SOAC’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of SOAC’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Sources and Uses of Funds for the Business Combination

The following tables summarize the sources and uses for funding the Business Combination assuming a Closing Date of March 31, 2021 and (i) assuming that none of SOAC’s outstanding public shares are redeemed in connection with the Business Combination and (ii) assuming that all of SOAC’s outstanding public shares are redeemed in connection with the Business Combination.

No Redemption

Source of Funds
(in thousands)

 

Uses
(in thousands)

Existing Cash held in trust account(1)

 

$

300,073

 

TMC Common Shares issued to Existing DeepGreen Securityholders(2)

 

$

230,600

TMC Common Shares issued to Existing DeepGreen Securityholders(2)

 

 

230,600

 

Transaction Fees and Expenses(3)

 

 

69,968

PIPE Financing

 

 

330,300

 

Remaining Cash on Balance Sheet

 

 

560,405

Total Sources

 

$

860,973

 

Total Uses

 

$

860,973

Maximum Redemption

Source of Funds
(in thousands)

 

Uses
(in thousands)

Existing Cash held in trust account(4)

 

$

 

TMC Common Shares issued to Existing DeepGreen Securityholders(2)

 

$

230,600

TMC Common Shares issued to Existing DeepGreen Securityholders(2)

 

 

230,600

 

Transaction Fees and Expenses(3)

 

 

69,968

PIPE Financing

 

 

330,300

 

Remaining Cash on Balance Sheet

 

 

260,332

Total Sources

 

$

560,900

 

Total Uses

 

$

560,900

____________

(1)      As of March 31, 2021.

(2)      TMC Common Shares issued to Existing DeepGreen Securityholders are at a deemed value of $10.00 per share. Assumes 230,600,000 TMC Common Shares are issued to the Existing DeepGreen Securityholders (assuming the exercise of such options).

(3)      Represents the total estimated transaction fees and expenses incurred by SOAC and DeepGreen as part of the Business Combination.

(4)      Assumes that all of SOAC’s outstanding public shares are redeemed in connection with the Business Combination.

U.S. Federal Income Tax Considerations

For a discussion summarizing the U.S. federal income tax considerations of the Continuance and exercise of redemption rights, please see “U.S. Federal Income Tax Considerations.”

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Expected Accounting Treatment

The Business Combination

The Business Combination will be accounted for as a reverse recapitalization in conformity with GAAP. Under this method of accounting, SOAC is treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the Existing DeepGreen Shareholders comprising a relative majority of the voting power of the combined company, DeepGreen’s operations prior to the acquisition comprising the only ongoing operations of TMC, and DeepGreen’s senior management comprising a majority of the senior management of TMC. Accordingly, for accounting purposes, the financial statements of the combined entity will represent a continuation of the financial statements of DeepGreen with the Business Combination being treated as the equivalent of DeepGreen issuing shares for the net assets of SOAC, accompanied by a recapitalization. The net assets of SOAC will be stated at historical costs, with no goodwill or other intangible assets recorded.

Emerging Growth Company

SOAC is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), the reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and the exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. SOAC has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, SOAC, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of SOAC’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

SOAC will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of SOAC’s initial public offering, (b) in which SOAC has total annual gross revenue of at least $1.07 billion or (c) in which SOAC is deemed to be a large accelerated filer, which means the market value of SOAC’s common equity that is held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter; and (ii) the date on which SOAC has issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

Smaller Reporting Company

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the prior June 30 or (ii) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30.

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Summary of Risk Factors

In evaluating the proposals set forth in this proxy statement/prospectus, a shareholder should carefully read this proxy statement/prospectus, including the Annexes, and especially consider the factors discussed in the section entitled “Risk Factors.” The occurrence of one or more of the events or circumstances described in the section titled “Risk Factors,” alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition and operating results. Such risks include, but are not limited to:

Risks Relating to DeepGreen’s Business and TMC Following the Business Combination

Some of the risks related to DeepGreen’s business and industry are summarized below. References in the summary below to “DeepGreen” generally refer to DeepGreen and its subsidiaries in the present tense, and TMC from and after the Business Combination.

•        DeepGreen’s key exploration activities are, and its development activities are expected to be, undertaken primarily by its subsidiaries NORI and TOML, which are sponsored by Nauru and Tonga, respectively, and which require the continued sponsorship of those countries for such subsidiaries’ business operations. If either country ceases such sponsorship, NORI or TOML would need to seek sponsorship elsewhere, which could impact the operations of DeepGreen as a group. Furthermore, changes in government regulation and political instability within these areas could impact DeepGreen’s mineral exploration and future prospects in the CCZ.

•        DeepGreen’s business relies on the ability of NORI and TOML, as applicable, to obtain approval for necessary permits, contracts and licenses to collect polymetallic nodules granted by the International Seabed Authority (“ISA”), among other regulators. The failure to obtain such approvals could disrupt or prohibit DeepGreen’s operations.

•        DeepGreen’s success will depend on its ability to attract skilled operators, maintenance technicians, engineers and other personnel required to operate its business. In the event that DeepGreen is unable to hire, train and retain the necessary number of skilled technicians, engineers and other personnel, there could be an adverse impact on its labor costs and its ability to reach anticipated production levels in a timely manner, which could have a material adverse effect on its results of operations. DeepGreen’s exploration, collecting, and processing activities are subject to laws, rules, regulations, environmental requirements, taxation and other policies that are subject to change and that may significantly impact DeepGreen’s business, financial condition, liquidity and viability of operations.

•        DeepGreen may be subject to potential risks and liabilities associated with pollution of the environment that could occur as a result of exploration, development, production and processing activities. Such liabilities may impact the performance of DeepGreen’s business or may require DeepGreen to suspend its operations.

•        Seafloor polymetallic nodules have never been commercially mined on a full scale. Mineral resource exploration is highly speculative and characterized by a number of significant risks including suitable equipment and favorable sea and climate conditions. DeepGreen cannot guarantee that minerals will be discovered in sufficient grade or quantities to be commercially viable.

•        Until mineral reserves and mineral resources are actually collected and processed, DeepGreen must rely upon estimated calculations for the mineral resources and grades of mineralization in contract areas and estimated equipment production rates and collection efficiency, which might prove to be materially inaccurate and thus have an adverse impact on projections for DeepGreen’s future revenues, cash flows, royalties, and development and operating expenditures.

•        Any polymetallic nodules that DeepGreen recovers will require specialized treatment and processing on high value equipment, which DeepGreen may not be able to develop or which may not provide the projected metal recovery rates at the estimated project capital and operating costs, which could impact projections for DeepGreen’s future revenues, cash flows, royalties, and development and operating expenditures.

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•        DeepGreen’s collecting, development and processing operations involve many hazards and uncertainties which could result in damage to, or destruction of, production facilities, personal injury or death, environmental damage, delays in processing, increased production costs, asset write downs, monetary losses and legal liability, all of which could have an adverse effect on DeepGreen’s business.

•        DeepGreen has a limited operating history and cannot provide assurance of profitability in the future. DeepGreen’s actual operating costs on a commercial scale may differ significantly from those that have been anticipated.

•        DeepGreen relies on existing and future strategic relationships in order to successfully identify, collect and process polymetallic nodules. There can be no assurance that DeepGreen will be able to continue to maintain and develop such relationships.

•        The profitability of DeepGreen’s collecting operations will be significantly affected by changes to the market price, demand and taxation of battery metals and manganese as well as the cost of power, petroleum fuels, and oil.

•        DeepGreen may become subject to legal proceedings as well as pressure and lobbying from non-governmental organizations, particularly with respect to environmental concerns, which may cause significant disruption to DeepGreen’s business.

•        Offshore operations could be interrupted by non-governmental organizations or subject to piracy, which in the absence of strong enforcement by regulators, could negatively impact DeepGreen’s ability to operate.

•        DeepGreen has identified a material weakness in its internal control over financial reporting which, if not corrected, could affect the reliability of its consolidated financial statements and have other adverse consequences.

•        DeepGreen’s business is subject to a variety of risks, some of which may not be covered by existing or future insurance policies, which may reduce or eliminate any future profitability and a decline in the value of DeepGreen’s securities.

•        The COVID-19 pandemic has and could continue to materially impact aspects of DeepGreen’s business, including increasing the cost of operations and reducing employee productivity, limiting travel of personnel, adversely affecting the health and welfare of personnel, or preventing or delaying important third party service providers from performing normal and contracted activities crucial to the operation of DeepGreen’s business.

•        DeepGreen relies on third parties to conduct independent analyses with respect to its business, and any inaccuracies in such analyses could have a material adverse effect on its collecting and development objectives.

•        The materials that DeepGreen intends to collect and process are contemplated to be used in large part for batteries for hybrid and electric vehicles. Accordingly, the growth of DeepGreen’s business is highly dependent upon the demand for electric vehicles, which may not develop as expected.

•        DeepGreen’s continuing exploration is capital intensive and may depend on its ability to obtain necessary financing or cause the business to incur debt. There is no assurance that DeepGreen will be successful in obtaining the required financing for its operations or be able to satisfy any resulting debt obligations.

•        DeepGreen relies on the willingness of EV and battery metals consumers to acquire metals produced from deep-sea collection operations. Some market proponents have recently expressed opposition to acquiring deep-sea derived metals, and if this position gains broad traction in the marketplace for EV and Battery metals, it could have a material impact on its business and operations.

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Risks Relating to the Business Combination and SOAC

•        SOAC’s shareholders will experience dilution due to the issuance to the seller of securities entitling it to a significant voting stake in TMC.

•        A significant portion of SOAC’s total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of the TMC Common Shares to drop significantly, even if TMC’s business is doing well.

•        TMC’s ability to be successful following the Business Combination will depend upon the efforts of the TMC Board and DeepGreen’s key personnel, and the loss of such persons could negatively impact the operations and profitability of TMC’s business following the Business Combination.

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SELECTED HISTORICAL FINANCIAL INFORMATION OF SOAC

SOAC is providing the following selected historical financial data to assist you in your analysis of the financial aspects of the Business Combination. SOAC’s condensed balance sheet data as of December 31, 2020 and 2019 and the statement of operations data for the period ended December 31, 2020 and for the period from December 18, 2019 (inception) through December 31, 2019 are derived from SOAC’s audited financial statements included elsewhere in this proxy statement/prospectus. SOAC’s financial data as of and for the three months ended March 31, 2021 and 2020 is derived from SOAC’s unaudited consolidated financial statements included elsewhere in this proxy statement/prospectus.

This information is only a summary and should be read in conjunction with SOAC’s consolidated financial statements and related notes and “SOAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere in this proxy statement/prospectus. SOAC’s historical results are not necessarily indicative of future results, and the results for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year.

 

Three
months
ended
March 31,
2021

 

Three
months
ended
March 31,
2020

 

Year
ended
December 31,
2020
(restated)

 

Period from
December 18,
2019
(inception) to
December 31,
2019

Statement of Operations Data:

 

 

   

 

 

 

 

 

 

 

 

 

 

 

General and administrative expenses

 

$

2,984,922

 

$

58,999

 

 

$

2,917,254

 

 

$

9,039

 

General and administrative expenses – related party

 

 

30,000

 

 

 

 

 

80,000

 

 

 

 —

 

Net income (loss)

 

$

31,869,620

 

$

(58,999

)

 

$

(2,928,008

)

 

$

(9,039

)

Weighted average shares outstanding of shares subject to possible redemption, basic and diluted

 

 

22,762,132

 

 

 

 

 

28,635,735

 

 

 

 —

 

Basic and diluted net income per share, shares subject to possible redemption

 

$

0.00

 

$

 

 

$

0.00

 

 

$

 

Weighted average ordinary shares outstanding, basic and diluted(1) 

 

 

14,737,868

 

 

7,500,000

 

 

 

9,512,145

 

 

 

8,625,000

 

Basic and diluted net loss per share, Non-redeemable shares

 

$

2.16

 

$

(0.01

)

 

$

(0.31

)

 

$

(0.00

)

 

March 31,
202
1

 

December 31, 2020
(restated
)

 

December 31, 2019

Consolidated Balance Sheet Data (At Period End):

 

 

 

 

 

 

 

 

 

 

 

 

Working capital

 

$

(3,386,806

)

 

$

(371,917

)

 

$

(87,699

)

Total assets

 

$

301,443,357

 

 

$

301,578,220

 

 

$

119,621