GoGreen Investments Corp
GOGN · NYSE
NO ACTION REQUIRED
Nothing left to do
The purchase completed and the shares became shares in the company it bought. There is no deadline left to miss.
Cash at settlement
No cash-per-share figure was filed for this vehicle before it finished.
Last close
Daily close
No price history on file yet — daily closes accumulate from the market data feed.
Trust settled · There is no line to draw here. This vehicle has finished: the cash was paid back or spent closing the deal, so the last filed figure describes an account that no longer exists and would be a floor under nothing.
SpacBrain’s read
Trust settled
The deal closed — SPAC shares became the target's shares, so there is no trust left to redeem (nobody missed a window; holders who wanted cash elected it at the vote).
In plain terms
- What it is
- A SPAC from GoGreen Sponsor 1 LP, listed on NYSE in October 2021.
- What it's doing now
- It agreed to buy Lifezone Holdings Ltd, a nickel mining and hydrometallurgical processing company. That purchase completed, and it stopped being a SPAC — the shares became shares in the business it bought.
- What you should know
- This SPAC has finished. The purchase completed, and the shares became shares in the company it bought — anyone who wanted the cash instead asked for it at the vote, so there is no cash left here to claim and no deadline left to miss.
At a glance
- Where it stands
- Closed (deSPAC)
- The business it bought
- Lifezone Holdings Ltd
- Industry
- Materials — nickel mining and hydrometallurgical processing
- Deal value
- not stated in the filings we hold
- Price vs cash at settlement
- no live price on file
- Cash in trust when it settled
- not yet extracted into a snapshot — the filings below may state it
- the last trust total filed while this was still a SPAC — the account has since been paid out or used to close the deal
- IPO
- 22 October 2021
- size not on file · 102.0% of each $10 unit into trust
- Headquarters
- 1021 MAIN STREET, HOUSTON, TX, 77002
- registered in the Cayman Islands
- Lead underwriter
- not extracted from the prospectus yet
- Key officers
- Dowd John (Chief Executive Officer) · Anand Vikas (Chief Development Officer) · McGinn Dennis V (Director)
- Listed securities
- GOGN common
This vehicle has finished, so there is no window to file a cash-per-share figure for and none will follow. No estimate is shown in its place.
Nothing dated is on file. That is an absence in the record, not a statement that nothing is coming.
Yield to redemption
Nothing left to redeem — no yield to compute.
This SPAC has finished — its trust was paid back or used to close the deal, so there is nothing left to redeem and no yield to compute. A yield to redemption is a claim that you can hand these shares back for the trust cash. That account is closed, so this page will not print a number here.
What happened to the cash
The reasoning behind the verdict above, in the order the filings establish it.
- The deal closed — SPAC shares became the target's shares, so there is no trust left to redeem (nobody missed a window; holders who wanted cash elected it at the vote).
What has happened, and what is coming
1 dated milestoneEvery dated step from the day it listed to the next date you may have to act on. Where you have to do something, the day your broker needs the instruction is marked too.
- 22 October 2021IPOpassed
IPO size not on file
The deal
terms as filedWhat it is buying, on what terms, and how much of the combined company new shares take from you.
- closedMaterialsSEC primaryDeal structureSEC-primary — BCA 8-K / S-4 / DEFM14A
- Min-cash condition
- $50M
stated in:0001213900-23-047883
The score
deterministic, from filed fieldsGOGN is not in the scored universe, so no score is shown. A withheld score is a fact about the record, not a verdict about the company.
The score is only published for names that carry both a price and a filed cash-per-share figure — 292 of the tracked fleet today. The rest keep an empty dial rather than a modelled one, and fill in by themselves as the fields land.
The company
from SEC filingsRead the full profile
GoGreen Investments Corp (NYSE: GOGN) was a blank-check company whose common ticker GOGN appeared on the cover page of an 8-K filed June 30, 2023. The company priced its IPO on October 22, 2021, according to a 424B prospectus, and its SEC CIK is 0001852940 with SIC industry code 6770. The vehicle completed a business combination and no longer files, with its closed status established by a Form 25 filed on July 6, 2023, under 17 CFR 240.12d2-2(a)(3), reflecting that its Units, Class A Ordinary Shares, and Warrants came to evidence other securities in substitution therefor.
Material findings
from the full read of every filingEvery document this company files gets read whole — body and exhibits. These are the ones the read flagged as material, newest first, each citing its filing.
Shareholder approval for the Lifezone Metals combination is obtained, and the surviving entity is the merger sub, not GoGreen. About 9% of the shares voting went against, which is a larger dissent than most extension votes in this tier. The filing reports no redemption count, so what holders did with their money is not readable from this document even though how they voted is.
Effectiveness plus a meeting date is a genuine status change, in contrast to the eight promotional and transcript 425s this deal produced in the preceding ten weeks. Note the record date of May 5, 2023 precedes the effectiveness announcement by five weeks - a holder who bought after May 5 cannot vote. Detect-only: the June 29, 2023 meeting date is quoted as expected and was not written to any deadline, status or vote field; no redemption deadline or trust figure appears in this release.
The two redemption scenarios the filing sets out are far apart: with no redemptions GoGreen's public shareholders hold about 27% of Lifezone Metals, the initial shareholders 6%, the PIPE investors 7% and LHL's shareholders 60%; if all 27,600,000 public shares are redeemed and transaction fees and expenses are $35,611,000, the public holders hold 0% and LHL's shareholders 83%. Closing requires trust cash plus the PIPE, less redemptions and certain expenses, plus the Sponsor Offset Share Amount, to be no less than $50 million. The PIPE is 7,017,317 shares at $10.00, or $70,173,170.
The deck's own disclaimer says it was prepared to assist parties in a proposed PRIVATE PLACEMENT, is confidential, and asks recipients to destroy it on request - and it has been filed publicly under Rule 425, so the confidentiality legend describes a document that is now public. Every figure above is a projection or an assumption presented by the target, not a filed financial statement, and the $320 million of cash assumes no redemptions. Nothing was written to any status, price or floor field.
The substance of this filing is entirely in Exhibit 99.1 and cannot be read from the report. What the 8-K establishes is only that an extension was funded on or about April 17, 2023 — the amount, the new date and who paid are not stated in the document, so none of them should be taken from this row without reading the press release.
This is precisely the shape that produces wrong deadline rows: the 8-K body announces that an extension happened while the only place the new date appears is an exhibit. Nothing was written to a deadline, trust or status field, and the row is flagged for review because the substance sits in an unread exhibit. A reader wanting the date must open Exhibit 99.1 of this accession.
Show 1 more material filings
Half of this extension is funded by the target, not the sponsor, and the repayment terms diverge accordingly: on a liquidation the note is repaid only from funds OUTSIDE the trust, while on a completed deal it is repaid from released trust proceeds and the PIPE. A target paying to keep the SPAC alive is the same pattern as the HSPO extension notes, and it moves part of the deal's execution risk onto the target's balance sheet. The note also miscites itself: the Use of Proceeds default clause refers to 'Section 5', which is Application of Payments; use of proceeds is Section 6.
Filings
live EDGAR feedEverything this company has filed with the SEC recently, newest first, each with a plain summary of what changed and why it matters.
What changed: Items 5.07 and 7.01: At GoGreen Investments' extraordinary general meeting on June 29, 2023, shareholders approved the Business Combination Proposal for the December 13, 2022 agreement with Lifezone Metals Limited by 25,213,147 for and 2,522,470 against, and the Merger Proposal authorising the Cayman plan of merger of GoGreen into Aqua Merger Sub by 25,213,147 for, 2,522,420 against and 50 abstaining. Of 35,835,000 ordinary shares outstanding on the May 5, 2023 record date, 27,735,617 — about 77.4% — were present. A press release is furnished as Exhibit 99.1. Why it matters: Shareholder approval for the Lifezone Metals combination is obtained, and the surviving entity is the merger sub, not GoGreen. About 9% of the shares voting went against, which is a larger dissent than most extension votes in this tier. The filing reports no redemption count, so what holders did with their money is not readable from this document even though how they voted is.
Show the other 10 filings
What changed: 425 of the transcript type: an HC Insider (Paul Chapman) podcast episode with GoGreen's CEO John Dowd, filed with the same accuracy disclaimer. Filed two days before the June 29, 2023 extraordinary general meeting, it contains no vote information, no redemption deadline, no trust figure and no closing condition. Why it matters: This is the tenth Lifezone/GoGreen 425 in this lane's sample and the fourth podcast or interview transcript. In the two days before a shareholder vote, the deal's Rule 425 output is a podcast - the strongest single illustration that 425 volume and deal status are unrelated. Nothing was written to any field.
What changed: 425 of the transcript type: an ICR Podcast episode with GoGreen's CEO John Dowd and Lifezone's CEO Chris Showalter, filed with the same standing accuracy disclaimer the company attaches to its other podcast transcripts - typographical mistakes, inaudible statements, errors or omissions may be present and Lifezone believes none are material. No transaction terms, dates or conditions appear. Why it matters: Filed nine days after the effectiveness-and-meeting announcement and nine days before the June 29 vote, it adds nothing a holder can act on. A transcript the filer itself warns may contain inaudible or erroneous words is not a source from which figures should be extracted. Nothing was written to any field.
What changed: 425 of the announcement type, and the first in this deal's long 425 series to carry a vote: a joint GoGreen/Lifezone press release announcing that the registration statement has been DECLARED EFFECTIVE and that an Extraordinary General Meeting of GoGreen shareholders to approve the business combination is expected to be held on June 29, 2023, with a record date of May 5, 2023 and proxies due by the time the meeting commences. On closing, Lifezone Metals ordinary shares and warrants are expected to list on the New York Stock Exchange. Why it matters: Effectiveness plus a meeting date is a genuine status change, in contrast to the eight promotional and transcript 425s this deal produced in the preceding ten weeks. Note the record date of May 5, 2023 precedes the effectiveness announcement by five weeks - a holder who bought after May 5 cannot vote. Detect-only: the June 29, 2023 meeting date is quoted as expected and was not written to any deadline, status or vote field; no redemption deadline or trust figure appears in this release.
What changed: Items 1.01 and 2.03: On June 12, 2023 GoGreen Investments Corporation issued a promissory note with principal of up to $100,000 to its sponsor, GoGreen Sponsor 1 LP, in connection with advances the sponsor has made and may make for working capital expenses. The note bears no interest and is due on the earlier of the date GoGreen consummates its initial business combination and the date its winding up is effective. The note is Exhibit 10.1. The filing states the company's NYSE symbols as GOGN, GOGN.U and GOGN.WS. Why it matters: A small working-capital facility, and its maturity terms are the informative part: repayment is due on a winding up as well as on a business combination, so unlike the extension notes elsewhere in this tier it is not written off if no deal happens. The report states no amount drawn to date and gives no conversion right, so on the face of this document the $100,000 is debt rather than a source of dilution.
What changed: GoGreen Investments Corporation issued definitive merger materials dated June 9, 2023, combined with a prospectus of Lifezone Metals Limited, an Isle of Man company, for the transactions under the Business Combination Agreement dated December 13, 2022. GoGreen merges into Aqua Merger Sub and Lifezone Metals acquires all of the share capital of Lifezone Holdings Limited. Lifezone Metals is registering up to 79,887,917 ordinary shares, including 14,467,500 issuable on exercise of warrants, and 14,467,500 warrants. Why it matters: The two redemption scenarios the filing sets out are far apart: with no redemptions GoGreen's public shareholders hold about 27% of Lifezone Metals, the initial shareholders 6%, the PIPE investors 7% and LHL's shareholders 60%; if all 27,600,000 public shares are redeemed and transaction fees and expenses are $35,611,000, the public holders hold 0% and LHL's shareholders 83%. Closing requires trust cash plus the PIPE, less redemptions and certain expenses, plus the Sponsor Offset Share Amount, to be no less than $50 million. The PIPE is 7,017,317 shares at $10.00, or $70,173,170.
minimum cash condition, pipe, outside datenothing moved · 3 with no prior record of ours
- Minimum cash condition
- not previously extracted$200.0M
- PIPE
- not previously extracted$2.8M
- Outside date
- not previously extracted2023-07-25
SpacBrain reads this as the min-cash condition binds at $200,000,000.
The clause …“of approximately $627 million, contemplating an illustrative PIPE investment of $200 million and containing a net minimum cash condition of $200 million. The final draft of the LOI did not include the Sponsor forfeiture of GoGreen”…
The clause …“Account on March 31, 2023) plus proceeds from the Second Extension Note of $2,760,000, $70,173,170 in proceeds from the consummation of the PIPE Investment and a Closing Transaction Expense Amount of $35,611,000, if more than”…
SpacBrain reads this as the agreement may be terminated from 2023-07-25.
The clause …“in the Business Combination Agreement have not been satisfied or waived by July 25, 2023 (the “Outside Date”); provided, however, that the Business Combination Agreement may not be terminated under such provision of the Business”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: 425 of the transcript type, and a large one: the full transcript of the May 24, 2023 Lifezone Metals investor webcast together with a copy of the slide deck, with speakers from both sides - Lifezone's chairman, CEO, CTO and EVP ESG, and GoGreen's CEO. It is the substantive version of the event that two earlier 425s announced and then reported. No vote date, redemption term, trust figure or closing condition is added by it. Why it matters: Three filings for one webcast: an advance notice, a 'we hosted it' release, and this transcript-plus-deck. The company's own material is being filed repeatedly under Rule 425 because it reaches investors, which is exactly why counting 425s measures investor relations rather than deal progress. Everything asserted in it is management's characterisation to a retail audience, not filed disclosure, and nothing from it was written to any field.
What changed: 425 of the promotional type: a Lifezone Metals press release reporting that it hosted its virtual investor webcast on May 24, 2023, presented by the founder and chairman with the executive committee, and giving an update on strategy, portfolio and board appointments. The only transaction fact restated is the previously announced Business Combination Agreement with GoGreen (NYSE: GOGN). Why it matters: The companion filing to the webcast announcement two weeks earlier: an event was promised, then reported as having happened, and neither filing changes the deal's status. No vote date, redemption term, trust figure or registration-statement status appears. Nothing was written to any field.
The sponsor
The people who set this company up, what they have done before, and the advisers around the deal.
GoGreen Sponsor 1 LPnamed as sponsor in this SPAC’s filings — but with no researched track record behind it yet.
A missing score, not a score of zero — why
A Sponsor Score is only published once the sponsor’s prior vehicles have been verified on EDGAR and their post-close outcomes priced. That record does not exist for this sponsor yet, so no number and no tier is shown. That is a missing score, not a score of zero — and not a neutral 50 either.
Coverage so far: 301 of 1283 tracked SPACs (23%) are attached to a scored sponsor. This card fills in by itself as the research lands.
The record
The reference detail — how the shares were structured at listing, how thinly they trade, and where the company is registered.
Show the reference detail
Unit structure
from 424B4 0001213900-21-054163
Trading & liquidity
Company profile
Directors & officers
- Dowd JohnChief Executive Officer
- Anand VikasChief Development Officer
- McGinn Dennis VDirector
- Pokrovsky SergeiChief Decarbonization Officer
- Macleod Robert HvideDirector
- Flannery NereidaDirector
- Palmer NehaDirector
Institutional holders
from SC 13G/13DFunds that have declared a stake above 5%. Heavy ownership by arbitrage funds usually means heavy cash-outs at the next vote.
Show the declared stakes
4 filers with a stake on file · 0 re-affirmed in the last 12 months. A stake with no amendment since is the filer’s last word on it, not proof it is still held — and percentages filed in different years are percentages of different floats, because this vehicle’s share count collapses at every redemption.
- GoGreen Sponsor 1 LPwith 2 other reporting persons on the same schedule23.0% · SC 13DNov 4, 2021 stale
- MILLENNIUM MANAGEMENT LLCwith 1 other reporting person on the same schedule6.8% · SC 13G/AJan 12, 2023 stale
- ADAGE CAPITAL PARTNERS GP, L.L.C.with 2 other reporting persons on the same schedule6.8% · SC 13GNov 4, 2021 stale
- Saba Capital Management, L.P.with 1 other reporting person on the same schedule0.0% · SC 13G/AFeb 9, 2024 stale
One line per filer, not per reporting person: a joint schedule names the management company, its funds and often the individual who controls them, and all of them report the same shares. Click a name for that filer’s whole footprint across every SPAC it has declared a stake in.
Sources on file
harvested pages, kept in fullEvery public page we have read about this company, stored in full so a source can never go missing.
Show the sources
35 full SEC filing texts archived — searchable, never lost.
- Vault note — GOGN (GoGreen Investments Corp)
vault-note · /vault/tickers/GOGN
- Vault deal note — Lifezone Holdings Ltd (GOGN)
vault-note · /vault/deals/lifezone-holdings-ltd
- Lifezone Metals reports H1 2026 loss, higher cash | LZM SEC Filing - Form 6-K
news · stocktitan.net
- Ihre Datenschutzeinstellungen
news · consent.yahoo.com
- Home - Lifezone Metals
company-site · lifezonemetals.com
In plain English
tap a term to open itEvery piece of jargon this page could have used, and what it actually means.
Open the plain-English guide
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Broker action datethe day your broker needs the instruction — earlier than the official date
Brokers batch redemption instructions to the transfer agent, so the practical cutoff is roughly two business days before the published deadline. This is the date that actually costs people the floor.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Trust discountbuying below the cash held for you
Only meaningful while a redemption right exists. On a floorless name the same arithmetic is not a discount, it is the market pricing distress, and this product will not call it a yield.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
ARShow much upside you get per unit of downside
SpacBrain's asymmetric-return score. It is deterministic — the same inputs always produce the same number — and it is capped, not zeroed, when the floor is gone.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.
Accreted NAV (estimate)the last filed cash figure, plus the interest it should have earned since
A model, not a filing: last filed value compounded at the 3-month T-bill for the days elapsed. Always shown in italic with the word estimate, and never printed beside a filed number without it.
Ask the brain
from its filingsData provenance & audit trail5 internal entries
Written by SpacBrain’s data agents whenever a figure is captured, corrected or flagged, and kept verbatim so every number on this page can be traced back to the filing that states it. This is a running log, not the current record: an early entry may be superseded by a later correction — the panels above always hold the current values.
admitted from the HISTORICAL census (EDGAR's SIC 6770 registrant list, walked in full: 3,325 registrants, 1,167 of which ever priced an IPO). The live discovery job cannot reach this registrant — it reads the filing tape, and this one stopped filing. Admission rule: src/lib/universe-admit.ts. SIC 6770 (Blank Checks); 424B 0001213900-21-054163 priced 2021-10-22; common ticker GOGN off 8-K 0001213900-23-053073 (2023-06-30); lifecycle EXITED. Ending PROVEN, not inferred: CLOSED per Form 25 0000876661-23-000567 (2023-07-06) — Form 25 filed under 17 CFR 240.12d2-2(a)(3) — the rule for securities that "have come to evidence other securities in substitution therefor", i.e. the shares became the successor's (class: Units, Class A Ordinary Shares, and Warrants). ipoSizeM and deadline left NULL: gross-proceeds prose conflates the over-allotment with the offering, and a charter deadline belonging to a vehicle that has ended is a date nobody can act on. ipoDate is the 424B pricing date.
sponsor "GoGreen Sponsor 1 LP" (SEC CIK 0001861014) sourced from Form 3 reportingOwner (10% owner) acc 0001213900-21-053920.
[CLOSED-2.01] SEC accession 0001213900-23-055010 (Form 8-K, item 2.01 Completion of Acquisition or Disposition of Assets); the cover's date of earliest event reported is 2023-07-06. That is the SEC's own date for this report and NOT necessarily the closing day — an 8-K may cover several events, and where the two differ the closing date is in the quoted sentence below. Target read STRUCTURALLY from the merger agreement's party list — the party that is neither the registrant (identified by the filing's own cover page) nor a merger sub (identified by the clause making it a subsidiary of another party) nor an accommodation party (identified by a "solely for purposes of" joinder), and which the agreement itself designates "the Company". The sentence it was read from: "☐ Introductory Note On July 6, 2023, GoGreen Investments Corporation, a Cayman Islands exempted company (" GoGreen "), consummated its previously announced business combination pursuant to the business combination agreement, dated as of December 13, 2022 (as amended and supplemented, the " Business Combination Agreement "), by and among GoGreen, Lifezone Metals Limited, an Isle of Man company (" Holdings "), GoGreen Sponsor 1 LP, a Delaware limited partnership, solely in its capacity as the Purchaser Representative (" Sponsor "), Aqua Merger Sub, a Cayman Islands exempted company (" Merger Sub "), Lifezone Holdings Ltd, an Isle of Man company (the " Company "), Keith Liddell, solely in his capacity as the Company Shareholders Representative (in such capacity, the " Company Shareholders Representative "), and those shareholders of the Company party thereto (collectively, the " Company Sha" No deal value is set — an item-2.01 heading is not a figure. No date column is set: Deal has announcedAt, voteDate and expectedCloseAt and nowhere to record an actual close, so the SEC's date is kept here until that column exists. [DEAL-STRUCTURE-MINED] minCashM=50 from primary filings (0001213900-23-047883).
entity created from the filed target name; no About paragraph on file, so every other field awaits a sourced read
OTHER -> METALS_MINING, on 8-K 0001213900-23-055010: "Lifezone Metals (NYSE: LZM) is a modern metals company creating value across the battery metals supply chain from resource to metals production and recycling."