Each one in plain English, with the numbers worked through for a shareholder.
5 Aug 2021business combination▼ BadMajor
Amendment No. 5 attached a caveat to DeepGreen's headline environmental claim: the life-cycle assessments behind the "70-99% reduction in most lifecycle ESG impacts" were not only commissioned by DeepGreen but co-authored by its own executive officers, a fact the earlier versions did not mention, and the claim itself was recast as something DeepGreen believes. It also confirmed the collector-test environmental impact statement had actually been lodged with the International Seabed Authority in July.
Amendment No. 4 hardened the environmental language substantially: "some uncertainty" about biodiversity impact became "significant uncertainty", and commercial-scale collection went from potentially harmful to "certain to disturb wildlife in the operating area". Against that, it disclosed the regulatory clock DeepGreen was counting on -- on 25 June 2021 Nauru gave the International Seabed Authority formal notice requiring it to adopt exploitation regulations by 9 July 2023, or consider a plan of work anyway.
Amendment No. 3 walked back the tax position: what had been stated as intended to be a tax-deferred reorganisation now "generally should" be one, with a new admission that for a company holding only investment-type assets the point "is not entirely free from doubt". It also recorded that DeepGreen and Allseas had again moved the $10 million instalment due on 30 June 2021 under their pilot mining test agreement, to within ten business days of the deal closing.
DeepGreen announced its securityholders overwhelmingly approved the business combination with SOAC (90.4% of outstanding shares voted, none against), clearing the way for closing expected in the third quarter of 2021.
Industry commentary on DeepGreen's environmental and resource case for deep-sea nodule collection, republished as investor communication ahead of the merger vote.
Amendment No. 2 set out the mechanics and the conflicts. The steps to closing were spelled out, beginning with the vehicle's migration from the Cayman Islands to British Columbia, and a new section listed what the sponsor stands to gain: $25,000 paid for 7,500,000 founder shares, $9.5 million for private placement warrants that expire worthless if no deal closes by 8 November 2021, and 741,000 shares exchanged for 1,241,000 earnout shares. A first risk factor on deep-sea biodiversity was added.
Amendment No. 1 to the Form S-4 registering the SOAC/DeepGreen combination: the SPAC moves from the Cayman Islands to British Columbia and becomes TMC the metals company, DeepGreen holders take 230.6 million shares on a $2.25 billion equity value plus 135 million earn-out shares, and a $330.3 million share placement at $10.00 funds the deal. Attached are the first technical reports on the NORI and TOML seabed nodule areas in the Clarion-Clipperton Zone.
SOAC disclosed it would restate its financial statements, reclassifying $15 million of public warrants and $9.5 million of sponsor warrants as liabilities rather than equity, after the SEC issued new guidance on SPAC warrant accounting that year -- an industry-wide issue that affected most SPACs at the time, not specific to SOAC's own conduct.
Duplicate filing disclosing that SOAC will restate its financial statements to reclassify its public and sponsor warrants as liabilities rather than equity, following new SEC guidance on SPAC warrant accounting.
Transcript of a SOAC/DeepGreen Analyst Day presentation detailing the company's Clarion-Clipperton Zone nodule resource and EV battery-metals supply thesis; routine investor-communication filing.
Investor media interview (Kitco News) with CEO Gerard Barron on the company's plans following its rebrand to The Metals Company; routine investor-communication filing.
Investor conference presentation (Benchmark's Nickel Day) by CEO Gerard Barron detailing the company's three Clarion-Clipperton Zone license areas and their estimated 270 million tons of contained nickel; routine investor-communication filing.
SOAC announced it had filed its Form S-4 registration statement for the DeepGreen merger, disclosing a pro forma equity value of about $2.9 billion for the combined company, to be renamed The Metals Company.
Sustainable Opportunities Acquisition Corp, a blank-cheque company, registered the shares for its combination with DeepGreen Metals -- to be renamed TMC the metals company -- which holds rights to three of the seabed exploration contracts issued for the Clarion-Clipperton Zone, an area of 149,543 square kilometres with an estimated 1.6 billion wet tonnes of polymetallic nodules. DeepGreen is valued at a fixed $2.25 billion with no adjustment, alongside a $330.3 million private placement at $10.00 a share, and the vehicle moves from the Cayman Islands to British Columbia on the way through.
Investor media interview with CEO Gerard Barron discussing DeepGreen's rationale for going public via the SOAC merger to accelerate its planned 2024 production start; routine investor-communication filing.
Investor interview with CEO Gerard Barron and financier Frank Giustra discussing the pending merger and DeepGreen's seafloor nodule resource; routine investor-communication filing.
Media interview (Sky News) with DeepGreen CEO Gerard Barron promoting the pending merger and the company's seafloor nodule-collection strategy for EV battery metals; routine investor-communication filing with no new deal terms.
SOAC and DeepGreen Metals -- a Vancouver-based explorer of seafloor polymetallic nodules in the Pacific's Clarion-Clipperton Zone -- announced they had signed a Business Combination Agreement to take DeepGreen public.
Formal filing of the Business Combination Agreement terms: SOAC will migrate to British Columbia and acquire all of DeepGreen's shares in exchange for SOAC common shares and earnout shares, with DeepGreen becoming a wholly-owned subsidiary -- a deal later disclosed at a pro forma equity value of about $2.9 billion.
Sustainable Opportunities Acquisition Corp. (SOAC), an ESG-focused blank-check company, completed its IPO, raising $300 million placed in trust to fund a future business combination -- the vehicle that would go on to acquire DeepGreen Metals (later renamed The Metals Company) in 2021.
