GoGreen Investments Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits
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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: |
| Exhibit No. | Description of Exhibits | |
| 99.1 | Press Release dated June 29, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 | |
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