What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2022-03-25 compared with 2021-03-30 · 12 added, 306 removed, 0 unchanged (100% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED

SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

(a) Market Information

Our units, Class A ordinary

shares and warrants are each traded on the NASDAQ under the symbol “SOAC.U”, “SOAC”

and “SOAC WS”

respectively.

On March 29, 2021, there

was one holder of record for our units, one holder of record for our Class A ordinary shares, four holders of our Class B ordinary

shares and two holders of our warrants.

We have not paid any cash dividends

on our common shares to date and do not intend to pay cash dividends prior to the completion of an initial business combination.

The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and

general financial conditions subsequent to completion of an initial business combination.

The payment of any cash dividends subsequent

to an initial business combination will be within the discretion of our board of directors at such time.

In addition, our board

of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future.

if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection

(d) Securities Authorized for Issuance Under Equity Compensation

(e) Performance Graph

Not applicable.

(f) Recent Sales of Unregistered Securities;

Use of Proceeds

from Registered Offerings

Unregistered Sales and Use of Proceeds

On December 31, 2019, the Sponsor

paid $25,000, or approximately $0.003 per share, in consideration of 8,625,000 founder shares, par value $0.0001 per share.

March 2020, the Sponsor transferred 30,000 founder shares to each of the company’s independent directors.

shares will automatically convert into Class A ordinary shares at the time of the company’s initial Business Combination

and are subject to certain transfer restrictions.

The Sponsor had agreed to forfeit up to 1,125,000 founder shares to the extent

that the over-allotment option was not exercised in full by the underwriter so that the founder shares will represent 20.0%

of the company’s issued and outstanding shares after the Initial Public Offering.

The over-allotment option expired in June

thus, these founder shares were forfeited accordingly.

On May 8, 2020, we completed

our initial public offering of 30,000,000 units generating gross proceeds of $300.0 million.

Each Unit consists

of one Class A ordinary share and one-half of one redeemable warrant (“

Public Warrant ”).

Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.

On May 5, 2020, the Sponsor

purchased 9,500,000 warrants (each, a “

Private Placement Warrant ”), each exercisable to purchase one ordinary

share at $11.50 per share, at a price of $1.00 per warrant ($9,500,000 in the aggregate), in a private placement that closed simultaneously

with the closing of the initial public offering.

Each Private Placement Warrant is exercisable for one whole Class A ordinary

share at a price of $11.50 per share.

A portion of the proceeds from the sale of the Private Placement Warrants was added to the

proceeds from the initial public offering held in the trust account.

Each Private Placement Warrant is exercisable for one whole

Class A ordinary share at a price of $11.50 per share.

(g) Purchases of Equity Securities by the Issuer and Affiliated

SELECTED FINANCIAL DATA

Not applicable.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

References to the “Company,”

“Sustainable Opportunities Acquisition Corp.,”

“our,”

“us”

or “we”

refer to Sustainable

Opportunities Acquisition Corp.

The following discussion and analysis of the Company’s financial condition and results of

operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Report.

Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve

risks and uncertainties.

Cautionary Note Regarding Forward-Looking

All statements other than

statements of historical fact included in this Report including, without limitation, statements under “Management’s

Discussion and Analysis of Financial Condition and Results of Operations”

regarding our financial position, business strategy

and the plans and objectives of management for future operations, are forward looking statements.

When used in this Report, words

such as “may,”

“should,”

“could,”

“would,”

“expect,”

“plan,”

“anticipate,”

“believe,”

“estimate,”

“continue,”

or the negative of such terms

or other similar expressions, as they relate to us or our management, identify forward looking statements.

Such forward looking

statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our

No assurance can be given that results in any forward-looking statement will be achieved and actual results could

be affected by one or more factors, which could cause them to differ materially.

The cautionary statements made in this Report

should be read as being applicable to all forward-looking statements whenever they appear in this Report.

For these statements,

we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform

Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain

factors, including but not limited to, those detailed in our filings with the Securities and Exchange Commission.

All subsequent

written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety

by this paragraph.

We are a blank check company

incorporated as a Cayman Islands exempted company on December 18, 2019 for the purpose of effecting a merger, share

exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that we

have not yet identified (“Business Combination”).

Although we are not limited to a particular industry or geographic

region for purposes of consummating a Business Combination, we intend to focus within industries that benefit from strong Environmental,

Social and Governance (“ESG”) profiles.

While investing in ESG covers a broad range of themes, we are focused on evaluating

suitable targets that have existing environmental sustainability practices or that may benefit, both operationally and economically,

from our management team’s commitment and expertise in executing such practices.

Our Sponsor is Sustainable Opportunities

Holdings LLC, a Delaware limited liability company (the “Sponsor”).

The registration statement

for our initial public offering was declared effective on May 5, 2020.

On May 8, 2020, we consummated our initial public

offering of 30,000,000 units (the “Units”

and, with respect to the Class A ordinary shares included

in the Units being offered, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $300.0 million,

and incurring offering costs of approximately $17.4 million, inclusive of $10.5 million in deferred underwriting commissions.

Simultaneously with the closing

of the initial public offering, we consummated the private placement (“Private Placement”) of 9,500,000 warrants (each,

a “Private Placement Warrant”

and collectively, the “Private Placement Warrants”) at a price of $1.00

per Private Placement Warrant in a private placement to our Sponsor, generating gross proceeds of $9.5 million.

Upon the closing of the initial

public offering and the Private Placement, $300.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units

in the initial public offering and the Private Placement were placed in a trust account (the “Trust Account”), located

in the United States at J.P.

Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee,

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 us meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company

Act, as determined by us, until the earlier of:

(i) the completion of a Business Combination and (ii) the distribution

of the Trust Account as described below.

Our management has broad discretion with respect to the specific application of the net

proceeds of the initial public offering and the sale of Private Placement Warrants, although substantially all of the net proceeds

are intended to be applied generally toward consummating a Business Combination.

If we are unable to complete

a Business Combination within 18 months from the closing of the initial public offering, or November 8, 2021 (the “Combination

Period”), 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 earned on the funds held in the Trust Account and

not previously released to us to pay for our tax obligations, if any (less up to $100,000 of interest to pay dissolution expenses)

divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish public shareholders’

rights as shareholders (including the right to receive further liquidation distributions, if any);

and (iii) as promptly as reasonably

possible following such redemption, subject to the approval of the remaining shareholders and our board of directors, liquidate

and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims

of creditors and the requirements of other applicable law.

Proposed Business Combination

On March 4, 2021, we entered

into a Business Combination Agreement (the “Business Combination Agreement”), by and among the Company, 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”).

Pursuant to the Business Combination

Agreement, we will migrate to and be continued as a company in British Columbia, Canada (the “SOAC Continuance”).

Following the SOAC Continuance, pursuant to a plan of arrangement (the “Plan of Arrangement”) under the Business

Corporations Act (British Columbia), (i) we will acquire all of the issued and outstanding shares in the capital of DeepGreen

(the “DeepGreen Shares”) from DeepGreen shareholders in exchange for the Company’s common shares and Company

Earnout Shares (as defined in the Business Combination Agreement) (the “Share Exchange”), (ii) DeepGreen will

become a wholly-owned subsidiary of the Company, and (iii) DeepGreen and NewCo Sub will amalgamate to continue as one unlimited

liability company, in each case, on the terms and subject to the conditions set forth in the Business Combination Agreement and

the Plan of Arrangement and in accordance with the provisions of applicable law.

See the Company’s Current Report on Form

8-K, filed with the SEC on March 4, 2021, for further information.

Results of Operations

Our entire activity from December

18, 2019 (inception) through December 31, 2020, was in preparation for our initial public offering, and since such offering, our

activity has been limited to the search for a prospective initial Business Combination.

We will not generate any operating

revenues until the closing and completion of our initial Business Combination.

For the year ended December

31, 2020, we had a net loss of approximately $2.9 million, which consisted of general and administrative expenses of approximately

$2.9 million, general and administrative- related party expenses of approximately $80,000, offset by approximately $69,000 in

interest income in Trust Account.

For the period from December

18, 2019 (inception) to December 31, 2019, we had a net loss of approximately $9,000, which consisted solely of general and administrative

expenses of approximately $9,000.

Going Concern Consideration

As of December 31, 2020,

we had approximately $1.3 million in cash and a working capital deficit of approximately $372,000.

Until the consummation of a

Business Combination, we will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition

candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business

to acquire, and structuring, negotiating and consummating the Business Combination.

We will need to raise additional capital through

loans or additional investments from our Sponsor, shareholders, officers, directors, or third parties.

Our officers, directors

and Sponsor may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable

in their sole discretion, to meet our working capital needs.

Accordingly, we may not be able to obtain additional financing.

we are unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include,

but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead

We cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

These conditions raise substantial doubt about our ability to continue as a going concern through November 8, 2021.

These financial

statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities

that might be necessary should we be unable to continue as a going concern.

We continue to evaluate the

impact of the COVID-19 pandemic and have concluded that the specific impact is not readily determinable as of the date of the

balance sheet.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Other Contractual Obligations

Underwriting Agreement

The underwriter was entitled

to an underwriting discount of $0.20 per unit, or $6.0 million in the aggregate paid upon the closing of the initial public

In addition, $0.35 per unit, or $10.5 million in the aggregate will be payable to the underwriter for deferred

underwriting commissions.

The deferred underwriting commissions will become payable to the underwriter from the amounts held in

the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

Administrative Support Agreement

We entered into an agreement,

commencing on May 8, 2020 through the earlier of our consummation of a Business Combination and our liquidation, to reimburse

our Sponsor a total of $10,000 per month for office space, secretarial and administrative services.

We incurred and paid $80,000

and $0 in expenses in connection with such services and recorded in general and administrative expenses in the statements of operations

for the year ended December 31, 2020, and for the period December 18, 2019 (inception) to December 31, 2019 respectively.

Consulting Agreement

We are receiving consulting

services in connection with identification of potential targets for a Business Combination and due diligence on such targets.

As compensation for such services, we have paid a nonrefundable fixed fee of $350,000 and agreed to pay the consulting firm $2,650,000

solely in the event that we complete a Business Combination.

The consulting agreement may be terminated early by either party

to the agreement provided that we pay a termination fee to the consulting firm determined based on a monthly increasing amount

through November 2021.

As of December 31, 2020, the termination fee is $1,115,800, which has been accrued and recognized in general

and administrative expenses within the statements of operations.

Critical Accounting Policies and Estimates

The preparation of financial

statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management

to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets

and liabilities at the date of the financial statements, and income and expenses during the periods reported.

Actual results could

materially differ from those estimates.

The Company has identified the following as its critical accounting policies:

Class A Ordinary Shares Subject to Possible Redemption

Class A ordinary shares

subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value.

Conditionally

redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either

within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control)

are classified as temporary equity.

At all other times, Class A ordinary shares are classified as shareholders’

Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject

to occurrence of uncertain future events.

Accordingly, 28,419,721 Class A ordinary shares subject to possible redemption

were presented at redemption value as temporary equity, outside of the shareholders’

equity section of our balance sheet.

Net Loss Per Ordinary Share

We apply the two-class method

in calculating earnings per share.

Net (loss) per share is computed by dividing net loss by the weighted-average number of ordinary

shares outstanding during the periods.

An aggregate of 28,419,721 Class A ordinary shares subject to possible redemption at December

31, 2020 has been excluded from the calculation of basic loss per ordinary share, since such shares, if redeemed, only participate

in their pro rata share of the Trust earnings.

We have not considered the effect of the warrants sold in the initial public offering

and Private Placement to purchase an aggregate of 24,500,000 Class A ordinary shares in the calculation of diluted loss per ordinary

share, since the exercise of the warrants are contingent upon the occurrence of future events.

As a result, diluted net loss per

ordinary share is the same as basic net loss per ordinary share for the periods presented.

Recent Accounting Pronouncements

Management does not believe

that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect

on the Company’s financial statements.

Off-Balance Sheet Arrangements

As of December 31, 2020, we

did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments

or contractual obligations.

On April 5, 2012, the

JOBS Act was signed into law.

The JOBS Act contains provisions that, among other things, relax certain reporting requirements

for qualifying public companies.

We will qualify as an “emerging growth company”

and under the JOBS Act will be allowed

to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies.

We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised

accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.

As such, our financial statements may not be comparable to companies that comply with public company effective dates.

Additionally, we are in the

process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

certain conditions set forth in the JOBS Act, if, as an “emerging growth company,”

we choose to rely on such exemptions

we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal

controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may

be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply

with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s

report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose

certain executive compensation related items such as the correlation between executive compensation and performance and comparisons

of the CEO’s compensation to median employee compensation.

These exemptions will apply for a period of five years following

the completion of our initial public offering or until we are no longer an “emerging growth company,”

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET

are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information

otherwise required under this item.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

This information appears following

Item 16 of this Report and is incorporated herein by reference.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our Common Shares and Public Warrants began trading on The Nasdaq Global Select Market on September 10, 2021 under the symbols “TMC” and “TMCWW,” respectively.

Prior to September 10, 2021 and before the completion of the Business Combination, the units, public shares and public warrants of Sustainable Opportunities Acquisition Corp.

traded on the New York Stock Exchange under the under the symbols “SOAC.U,” “SOAC” and “SOAC WS,” respectively.

As of March 22, 2022, there were approximately 226,780,843 Common Shares issued and outstanding held of record by 119 holders, approximately 15,000,000 Public Warrants held of record by one holder and 9,500,000 private placement warrants issued in connection with SOAC’s initial public offering held of record by 32 holders, each exercisable for one Common Share at a price of $11.50 per share.

Such numbers do not include beneficial owners holding our securities through nominee names.

Unregistered Sales of Securities

On October 7, 2021, in lieu of cash fees for services rendered to DeepGreen in connection with the Business Combination, the Company issued an aggregate of 873,953 Common Shares to five service providers.

The shares issued to such service providers were issued pursuant to and in accordance with the exemption from registration under the Securities Act under Section 4(a)(2) and/or Regulation D promulgated under the Securities Act, or a prospectus exemption under applicable Canadian securities law, as applicable.

Issuer Purchases of Equity Securities

We did not repurchase any of our equity securities during the year ended December 31, 2021.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity