GOGN SEC filings, in plain English
Everything GoGreen Investments Corp has filed with the SEC that we hold — 40 filings, newest first, 16 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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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.
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.
What changed: 425 of the promotional type: Lifezone Metals announces that a pre-recorded investor webcast will be released on May 24, 2023 at 08:00 EST, in which Lifezone and GoGreen executives will give a formal overview of the company, its Hydromet technology, the Kabanga nickel project and the proposed business combination. Registration is required and the materials will be posted to the target's investor-relations site afterwards. The only transaction fact restated is that a Business Combination Agreement with GoGreen (NYSE: GOGN) was previously announced. Why it matters: An advance notice of a webcast is not a status change: no vote date, redemption deadline, trust figure, financing term or registration-statement status appears. It is the fifth Lifezone/GoGreen 425 in this slice, which is why counting 425s is a measure of investor-relations activity rather than of deal progress. Nothing was written to any field.
- What changed vs 2022-11-10trust $283.2M → $291.0M +3%deadline 2023-01-25 → 2023-07-25
trust account, combination deadline, going-concern doubt +12 moved · 2 with no prior record of ours
- Trust account
- $283.2M$291.0M
- Combination deadline
- 2023-01-252023-07-25
- Going-concern doubt
- stated · unchanged
- Mandate language
- the Company intends to focus its search on companies in the … · unchanged
SpacBrain reads this as $7,795,254 was added to the trust between the two filings.
The clause …“288,674 Total current assets 157,129 307,484 Long-term assets: Investments held in Trust Account 291,015,198 285,650,505 Total Assets $ 291,172,327 285,957,989 LIABILITIES, REDEEMABLE ORDINARY SHARES, AND SHAREHOLDERS’”…
SpacBrain reads this as 181 days later than the previous record.
The clause …“conjunction with any such amendment. If the Company is unable to complete a Business Combination by July 25, 2023 unless otherwise extended in accordance with the terms of the Amended and Restated Memorandum and Articles of”…
The clause “14-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” if the Company is unable to complete a Business Combination by the close of business on July 25, 2023, then the Company will cease all”…
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: a Smarter Markets podcast episode with John Dowd, CEO of GoGreen Investments, discussing why climate-solution companies struggle to raise capital and how GoGreen approaches funding them. The filing carries its own accuracy disclaimer - Lifezone states there may be typographical mistakes, inaudible statements, errors or omissions in the transcript and that it believes none are material. No transaction terms, dates or conditions appear. Why it matters: A SPAC sponsor talking about his investment philosophy on a podcast is filed as deal communication because it reaches investors, not because it reports anything: there is no vote date, redemption term, trust figure or registration-statement status here. The transcript's own disclaimer means individual quoted words are not reliable to the letter, which is a reason not to extract figures from documents of this type. This is the fourth Lifezone/GoGreen 425 in this slice; nothing was written to any field.
What changed: 425 of the transcript type: an interview posted online with Chris Showalter, CEO of Lifezone Holdings, and John Dowd, CEO of GoGreen, both talking up the Kabanga nickel project, Tanzanian beneficiation and Lifezone's hydrometallurgical alternative to smelting. The document's own header supplies the only hard facts: the business combination agreement was announced December 13, 2022 and the combination is subject to customary closing conditions including regulatory approvals. Why it matters: Executive commentary about a target's technology and a country's investment climate is not evidence about the SPAC's status: there is no vote date, no redemption deadline, no trust figure and no financing term in this document. It is the third 425 in twelve days for this same deal, alongside a CNBC transcript and a PIPE deck, which is why 425 volume should never be read as deal progress. Nothing was written to any field.
What changed: Item 8.01: GoGreen Investments Corporation reports that on April 17, 2023 it issued a press release announcing the funding and extension of its deadline to complete an initial business combination, and attaches that press release as Exhibit 99.1. The body of the report states nothing further: no amount deposited, no extended date, no source of the funding and no number of extensions used or remaining. Item 9.01 lists only the press release and the cover-page interactive data file. Why it matters: 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.
What changed: 425 of the promotional type and the fullest of the GoGreen set: the Lifezone Metals investor presentation dated April 17, 2023, filed as the body rather than as an exhibit. Its Transaction Overview states a fully committed PIPE of approximately $70 million, 100% roll-over by Lifezone's existing shareholders, about $320 million of cash expected for Lifezone plus $21 million of net cash at December 31, 2022, pro forma ownership of 60% Lifezone / 33% GoGreen public and founder holders / 7% PIPE, a post-transaction enterprise value of $681 million and equity value of $1.0 billion. Why it matters: 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.
What changed: 425 of the announcement type, wrapping an 8-K Item 8.01: on April 17, 2023 GoGreen issued a press release announcing the funding and extension of its deadline to complete an initial business combination. The press release is Exhibit 99.1 and was NOT part of the document read, so the amount deposited, the length of the extension and the resulting new date are not stated anywhere in the text available here. Why it matters: 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.(flagged for human review)
What changed: EXHIBIT-ONLY EXTRACT: the stored copy is Exhibit 10.2, a promissory note dated 11 April 2023, not the 425 report body. GoGreen Investments Corporation borrowed $2,760,000 to fund a trust deposit extending its termination date from 25 April 2023 by three months to 25 July 2023. The lenders are two: GoGreen Sponsor 1 LP for $1,380,000 and Lifezone Limited - an affiliate of the target under the 13 December 2022 business combination agreement with Lifezone Metals Limited - for the other $1,380,000. The note bears no interest and the sponsor also forfeits 41,400 Holdings Ordinary Shares. Why it matters: 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.(flagged for human review)
What changed: 425 of the transcript type: filed by Lifezone Metals Limited with GoGreen Investments Corporation as subject company, reproducing a CNBC Africa interview with Chris Showalter, CEO of Lifezone Holdings. All substance is the speaker's characterisation of the target's Kabanga Nickel Project in Tanzania - a partnership with the government of Tanzania and BHP, a stated 2.62% nickel grade, over $300 million invested to date, licences and permits in hand, production forecast 'into 2026', and a framework agreement giving Tanzania a 16% free carry and roughly 50/50 economic sharing. Why it matters: This is promotional broadcast material about the TARGET, not a status report on the SPAC: it contains no vote date, no redemption terms, no trust or deal-condition information, and every figure in it is a statement by the target's chief executive in an interview rather than a filed disclosure. It should not be read as SpacBrain evidence for project economics or timing, and nothing from it was written to any field.
- What changed vs 2022-03-31trust $281.5M → $285.7M +1%going concern APPEARED
trust account, going-concern doubt, combination deadline +12 moved · 2 with no prior record of ours
- Trust account
- $281.5M$285.7M
- Going-concern doubt
- not statedstated
- Combination deadline
- 2023-07-25 · unchanged
- Mandate language
- we will focus on products, technologies or services sold to … · unchanged
SpacBrain reads this as $4,126,342 was added to the trust between the two filings.
The clause …“assets: Prepaid expenses, net of current portion — 288,674 Investments held in Trust Account 285,650,505 281,524,163 Total assets $ 285,957,989 282,820,568 LIABILITIES, REDEEMABLE ORDINARY SHARES, AND SHAREHOLDERS’ DEFICIT”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“difficult for us to consummate an initial business combination; ● there is substantial doubt about our ability to continue as a “going concern”; 26 ● significant decline in electrification metals pricing driven by slowdown or”…
The clause …“the Company or LHL if any of the closing conditions set forth in the Lifezone Business Combination Agreement have not been satisfied or waived by July 25, 2023 (the “Outside Date”); provided, however, that the Lifezone 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.
In plain English
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.
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.
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.