Current Report Filing (8-k)
June 30 2023 - 5:02AM
Edgar (US Regulatory)
0001852940
false
00-0000000
0001852940
2023-06-29
2023-06-29
0001852940
GOGN:UnitsEachConsistingOfOneClassOrdinaryshareAndOnehalfOfOneRedeemablewarrantMember
2023-06-29
2023-06-29
0001852940
GOGN:ClassOrdinarySharesParValue0.0001PerShareMember
2023-06-29
2023-06-29
0001852940
GOGN:RedeemableWarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50Member
2023-06-29
2023-06-29
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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):
June 29, 2023
GoGreen Investments Corporation
(Exact Name of Registrant as Specified in Charter)
| Cayman Islands |
|
001-40941 |
|
N/A |
| (State or Other Jurisdiction |
|
(Commission |
|
(IRS Employer |
| of Incorporation) |
|
File Number) |
|
Identification No.) |
One City Centre
1021 Main St., Suite #1960
Houston, TX 77002
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (713) 337-4075
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:
| |
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which registered |
| Units,
each consisting of one Class A Ordinary Share and one-half of one Redeemable Warrant |
|
GOGN.U |
|
The New York Stock Exchange |
| Class A Ordinary Shares, par value $0.0001 per share |
|
GOGN |
|
The New York Stock Exchange |
| Redeemable Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 |
|
GOGN.WS |
|
The New York Stock Exchange |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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
5.07 Submission of Matters to a Vote of Security Holders
On
June 29, 2023, GoGreen Investments Corporation, a Cayman Islands exempted company (“GoGreen”), convened
an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) held in connection with
GoGreen’s previously announced business combination pursuant to the Business Combination Agreement, dated as of December 13, 2022
, by and among GoGreen, Lifezone Metals Limited (“Lifezone”), Aqua Merger Sub (“Merger Sub”),
Lifezone Holdings Ltd. (“Holdings”), Keith Liddell, solely in his capacity as the Holdings’ shareholders
representative, and Holdings’ shareholders party thereto (as amended or supplemented, the “Business Combination Agreement”).
Each proposal voted on at the Extraordinary General Meeting is described in detail in GoGreen’s definitive proxy statement/prospectus
filed with the U.S. Securities and Exchange Commission on June 9, 2023, including Supplement No. 1 thereto dated June 14, 2023, and mailed
to its shareholders.
As of the close of business on May 5, 2023, the
record date for the Extraordinary General Meeting, there were 35,835,000 ordinary shares (the “Ordinary Shares”),
outstanding, each of which was entitled to one vote with respect to each proposal. A total of 27,735,617 Ordinary Shares, representing
approximately 77.4% of the outstanding Ordinary Shares entitled to vote, were present in person or by proxy, constituting a quorum.
The voting results for the proposals voted on at the Extraordinary
General Meeting are set forth below:
1. The Business Combination Proposal –
To approve and adopt the Business Combination Agreement and the transactions contemplated thereby.
| For |
|
Against |
|
Abstain |
| 25,213,147 |
|
2,522,470 |
|
0 |
2. The Merger Proposal – To
approve and authorize the Plan of Merger (made in accordance with the provisions of Section 233 of the Companies Act (As Revised) of the
Cayman Islands) and to authorize the merger of GoGreen with and into Merger Sub with Merger Sub surviving the merger.
| For |
|
Against |
|
Abstain |
| 25,213,147 |
|
2,522,420 |
|
50 |
As there were sufficient votes to approve the
above proposals, the “Adjournment Proposal” described in GoGreen’s definitive proxy statement/prospectus was not presented
to shareholders.
Item 7.01 Regulation FD Disclosure.
On June 29, 2023, GoGreen issued a press release
announcing voting results relating to the Extraordinary General Meeting. A copy of the press release is being furnished herewith as Exhibit
99.1.
The information contained in this Current Report
on Form 8-K pursuant to this Item 7.01, including the exhibit attached hereto, is intended to be furnished and shall not be deemed “filed”
for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. The following exhibits are filed with this Form 8-K: |
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.
| |
GOGREEN INVESTMENTS CORPORATION |
| |
|
|
| Date: June 29, 2023 |
By: |
/s/ John Dowd |
| |
Name: |
John Dowd |
| |
Title: |
Chief Executive Officer |
2
GoGreen Investments (NYSE:GOGN)
Historical Stock Chart
From Feb 2025 to Mar 2025
GoGreen Investments (NYSE:GOGN)
Historical Stock Chart
From Mar 2024 to Mar 2025
