UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 4, 2021
SUSTAINABLE
OPPORTUNITIES ACQUISITION CORP.
(Exact
name of registrant as specified in its charter)
Cayman Islands
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001-39281
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98-1523768
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1601 Bryan Street, Suite 4141
Dallas, Texas
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75201
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number,
including area code: (952) 456-5304
Not Applicable
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant
under any of the following provisions:
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☒
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant
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SOAC.U
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The New York Stock Exchange
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Class A Ordinary Shares included as part of the units
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SOAC
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The New York Stock Exchange
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Warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
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SOAC WS
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The New York Stock Exchange
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule
12b-2 of the Securities Exchange Act of 1934.
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 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On
March 4, 2021, Sustainable Opportunities Acquisition Corp. (“SOAC”) announced the execution of the Business
Combination Agreement (as it 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 (the “Company” or “DeepGreen”) and other concurrent
agreements related thereto (together, the “Business Combination”).
Furnished
herewith as Exhibit 99.1 is the transcript of a joint conference call (the “Conference Call”) held by SOAC
and DeepGreen in connection with the announcement of their entry into the Business Combination Agreement.
Furnished
herewith as Exhibit 99.2 and incorporated into this Item 7.01 by reference is the investor deck that was used by SOAC and DeepGreen
in connection with the Conference Call.
The
foregoing Exhibits 99.1 and 99.2 are being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of
Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject
to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act
of 1933, as amended (the “Securities Act”) or the Exchange Act. The submission of the information set forth
in this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Item 7.01, including the information
presented in Exhibits 99.1 and 99.2, that is provided solely in connection with Regulation FD.
Additional
Information
In
connection with the proposed Business Combination, SOAC intends to file with the U.S. Securities
and Exchange Commission’s (“SEC”) a Registration Statement on Form S-4, including a preliminary
proxy statement/prospectus and a definitive proxy statement/prospectus with the SEC. SOAC's shareholders and other interested
persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive
proxy statement/prospectus as well as other documents filed with the SEC in connection with the proposed Business Combination,
as these materials will contain important information about DeepGreen, SOAC, and the proposed Business Combination. When
available, the definitive proxy statement/prospectus and other relevant materials for the proposed Business Combination will be
mailed to shareholders of SOAC as of a record date to be established for voting on the proposed Business Combination. Shareholders
will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, and
other documents filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC's
website at www.sec.gov, or by directing a request to: Investors@soa-corp.com.
Participants
in the Solicitation
SOAC
and its directors and executive officers may be deemed participants in the solicitation of proxies from SOAC's shareholders with
respect to the Business Combination. A list of the names of those directors and executive officers and a description of their
interests in SOAC will be included in the proxy statement/prospectus for the proposed Business Combination and be available at
www.sec.gov. Additional information regarding the interests of such participants will be contained in the proxy statement/prospectus
for the proposed Business Combination when available.
DeepGreen
and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders
of SOAC in connection with the proposed Business Combination. A list of the names of such directors and executive officers
and information regarding their interests in the proposed Business Combination will be included in the proxy statement/prospectus
for the proposed Business Combination.
Forward
Looking Statements
Certain
statements made herein are not historical facts but are forward-looking statements for purposes of the safe harbor provisions
under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such
as “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “intend,” “expect,” “should,” “would,”
“plan,” “predict,” “potential,” “seem,” “seek,”
“future,” “outlook” and similar expressions that predict or indicate future events or trends
or that are not statements of historical matters. 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 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 mining and processing;
the supply and demand for battery metals; the future prices of battery metals; the timing and content of ISA’s exploitation
regulations that will create the legal and technical framework for exploitation of polymetallic nodules in the Clarion Clipperton
Zone; government regulation of deep seabed mining operations and changes in mining laws and regulations; 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; the uncertainty in geological, hydrological, metallurgical and geotechnical studies
and opinions; infrastructure risks; and 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 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.
No
Offer or Solicitation
This
communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell,
subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or
otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable
law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: March 4, 2021
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SUSTAINABLE OPPORTUNITIES ACQUISITION CORP.
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By:
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/s/ Scott Leonard
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Name:
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Scott Leonard
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Title:
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Chief Executive Officer
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