NOTES
TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note
1 — Description of Organization and Business Operations
GoGreen
Investments Corporation (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on March
17, 2021, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses (the “Business Combination”).
Although
the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends
to focus its search on companies in the clean/renewable energy space. The Company is an early stage and emerging growth company and,
as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
All
activity through October 25, 2021, relates to the Company’s formation and the initial public offering (“Initial Public Offering”),
which is described below. Since the Initial Public Offering, the Company’s activities have been limited to the evaluation of Business
Combination candidates, and the Company will not generate any operating revenues until after the completion of its initial Business Combination,
at the earliest. On December 13, 2022, The Company and Lifezone Metals Limited, an Isle of Man company (“Lifezone Metals”)
entered into a business combination agreement (the “Lifezone Business Combination Agreement”). Since entering into the Lifezone
Business Combination Agreement, the Company’s activities will be limited to completing the Business Combination (as described in
Note 10).
The
registration statement of the Company’s Initial Public Offering was declared effective on October 20, 2021. On October 25, 2021,
the Company consummated the Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the Class A
ordinary shares included in the Units being offered, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of
$276,000,000, which is discussed in Note 3.
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the sale of 1,335,000 units (each, a “Placement Unit”
and collectively, the “Placement Units”) at a price of $10.00 per Placement Unit in a private placement to GoGreen 1 LP,
a Delaware limited partnership (the “Sponsor”), generating gross proceeds of $13,350,000, which is described in Note 4.
The
Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering
and the sale of Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating
a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company
must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held
in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on interest earned on the
Trust Account) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business
Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise
acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment
Company Act 1940, as amended (the “Investment Company Act”). Upon the closing of the Initial Public Offering, an amount
equal to $281,520,000 ($10.20 per Unit sold in the Initial Public Offering), including certain of the proceeds of the Placement Units,
was held in a trust account (“Trust Account”), located in the United States and invested only in U.S. government
securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or
less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions
of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business
Combination or (ii) the distribution of the Trust Account, as described below.
At
October 25, 2021, transaction costs amounted to $15,817,581, consisting of $15,180,000 of underwriting fees, of which $5,520,000 was
paid at the closing and $9,660,000 is deferred and held in the Trust Account, and $637,581 of other offering costs.
GOGREEN
INVESTMENTS CORPORATION
NOTES
TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note
1 — Description of Organization and Business Operations (cont.)
The
Company will provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem
all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder
meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will
seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.
The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account
(initially $10.20 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account). The per-share amount to
be distributed to public shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the
Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination
with respect to the Company’s warrants. The Public Shares subject to redemption were recorded at their redemption value and classified
as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”)
Topic 480 “Distinguishing Liabilities from Equity (“ASC 480”).” The Company will proceed with a Business Combination
if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination
and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder
vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote
for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the
“Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules
of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a
Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirements,
or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction
with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval
in connection with a Business Combination, the Company’s Sponsor has agreed to vote its Founder Shares (as defined in Note 5),
Placement Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of approving
a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote
for or against the proposed transaction.
If
the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules,
the Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such
shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with
respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.
The
Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares, Placement Shares and Public Shares held
by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated
Memorandum and Articles of Association (i) that would affect the substance or timing of the Company’s obligation to allow
redemption in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business
Combination or (ii) with respect to any other provision relating to shareholders’ rights or pre-Business Combination activity,
unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in 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 Association (the “Combination Period”) (as described in Note 11), the Company
will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than
ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the Trust Account including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay
dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’
rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and
the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to the
Company’s obligations under Cayman law to provide for claims of creditors and the requirements of other applicable law. There will
be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the
Company fails to complete a Business Combination within the Combination Period.
The
Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares and Placement Shares (any private placement equivalent
securities issued to the Sponsor or its affiliates upon conversion of either Working Capital Loans or extension loans made to the Company)
if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares
in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the
Company fails to complete a Business Combination within the Combination Period. The underwriters had agreed to waive their rights to
their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company did not complete a Business Combination
within the Combination Period and, in such event, such amounts were to be included with the other funds held in the Trust Account that
will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value
of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit of $10.00. On October
19, 2022, the Company and one of the underwriters executed a waiver letter and the underwriter waived $4,830,000 of the deferred underwriting
commission (see Note 6). On January 26, 2023, the Company and the second underwriter executed a waiver letter and the underwriter waived
$4,830,000 of the remaining deferred underwriting fee (see Note 6).
GOGREEN
INVESTMENTS CORPORATION
NOTES
TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note
1 — Description of Organization and Business Operations (cont.)
In
order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims
by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed
entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share
or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if
less than $10.20 per share due to reductions in the value of the trust assets. This liability will not apply with respect to any claims
by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account
or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities,
including liabilities under the Securities Act of 1933 (the “Securities Act”). Moreover, in the event that an executed waiver
is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party
claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors
by endeavoring to have all vendors, service providers (except the Company’s independent registered accounting firm), prospective
target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title,
interest or claim of any kind in or to monies held in the Trust Account.
Risks
and Uncertainties
Management
is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that
the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target
company, the specific impact is not readily determinable as of the date of these financial statements. These financial statements do
not include any adjustments that might result from the outcome of this uncertainty.
Going
Concern
As of March 31, 2023, the Company had cash of $1,688, a working capital
deficit of $8,243,194, retained earnings of $1,247,017 and net cash used in operations of $317,122.
The
Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000
from the Sponsor to cover certain offering costs on the Company’s behalf in exchange for issuance of Founder Shares (see Note 5)
and a promissory note, as amended, from the Sponsor (see Note 5). Subsequent to the Initial Public Offering, the Company’s liquidity
needs have been satisfied through a portion of the net proceeds from the Placement Units, and the funding of working capital loans received
from its Sponsor. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account
for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying
for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination.
In order to finance transaction costs in connection with a Business Combination, the Company will need to raise additional capital
through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers,
directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they
deem reasonable in their sole discretion, to meet the Company’s working capital needs and there is no guarantee that the Company
will receive such funds. As of March 31, 2023 and December 31, 2022, there were $600,000 and $300,000, respectively, outstanding under
Working Capital Loans (as defined in Note 5). As of March 31, 2023, the Company does not have sufficient working capital and will need
to borrow additional funds from its Sponsor in order to fund its operations. Subsequent to March 31, 2023, the Company borrowed an additional
$200,000 from its Sponsor (see Note 11).
Furthermore,
if the Company is unable to complete a business combination within the Combination Period, the Company will cease all operations except
for purposes of liquidation. On January 18, 2023, the Sponsor requested that the Company extend the Combination Period from January 25,
2023 to April 25, 2023 (the “First Extension”). In connection with the First Extension, on January 19, 2023, the Company
issued a note (the “First Extension Note”) in the aggregate principal amount of $2,760,000 to the Sponsor. Also on January
19, 2023, the Sponsor deposited a payment (the “First Extension Payment”) of $2,760,000 (representing $0.10 per public share)
into the Trust Account. This deposit enabled the Company to implement the First Extension. The First Extension is the first of two three-month
extensions permitted under the Company’s governing documents (as described in Note 5).
Additionally,
on April 10, 2023, the Sponsor requested that the Company extend the Combination Period from April 25, 2023 to July 25, 2023 (the “Second
Extension”). In connection with the Second Extension, on April 10, 2023, the Company issued a note (the “Second Extension
Note”) in the aggregate principal amount of $2,760,000 (representing $0.10 per public share) to the Sponsor and Lifezone Limited,
an Isle of Man company (“Lifezone Limited”). On April 12, 2023, Lifezone Limited deposited a payment (the “Lifezone
Extension Payment”) of $1,380,000 (representing $0.05 per public share) into the Trust account. On April 13, 2023, the Sponsor
deposited a payment (the “Sponsor Payment,” and collectively with the Lifezone Extension Payment, the “Second Extension
Payment”) of $1,380,000 into the Trust Account. These deposits enabled the Company to implement the Second Extension. In connection
with the Lifezone Extension Payment provided by Lifezone Limited, the Sponsor agreed to forfeit the right to receive 41,400 ordinary
shares in Lifezone Metals immediately prior to the closing of the Business Combination (as described in Note 11).
In
connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board
Accounting Standards Update (“ASU”) 2014-15, “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 operations except for the purpose of liquidating. This date for mandatory liquidation and subsequent dissolution
raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
GOGREEN
INVESTMENTS CORPORATION
NOTES
TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note
2 — Summary of Significant Accounting Policies
Basis
of Presentation
The
accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted
in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the
SEC.
The
unaudited condensed financial statements and notes thereto should be read in conjunction with the Company’s audited financial statements
and notes thereto for the fiscal year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2022 (the “2022 Form 10-K”). The accompanying condensed balance sheet at December 31, 2022 has been
derived from the audited Balance Sheet at December 31, 2022 contained in the Company’s 2022 Form 10-K. Results of operations for
interim periods are not necessarily indicative of the results of operations for a full year.
Emerging
Growth Company
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart
Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not
being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley
Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from
the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments
not previously approved.
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which
is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult
or impossible because of the potential differences in accounting standards used.
GOGREEN
INVESTMENTS CORPORATION
NOTES
TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note
2 — Summary of Significant Accounting Policies (cont.)
Use
of Estimates
The
preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting periods.
Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ
significantly from those estimates.
Cash
and Cash Equivalents
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash and cash equivalents.
The Company did not have any cash equivalents as of March 31, 2023 and December 31, 2022.
Investments
Held in Trust Account
The
Company’s portfolio of investments held in the Trust Account is comprised solely of cash and investments in money market funds
that invest in U.S. government treasury obligations and generally have a readily determinable fair value. Such securities and investments
in money market funds are presented on the balance sheet at fair value at the end of each reporting period. Interest earned is paid in
kind through the issuance of additional U.S. government treasury obligations and recognized as interest income in the statements of operations.
The estimated fair values of investments held in the Trust Account are determined using available market information.
Offering
Costs
Offering
costs consist of legal, accounting, underwriting fees and other costs incurred that are directly related to the Initial Public Offering.
Offering costs of $15,371,022 and $446,539 were charged against the carrying value of the Class A ordinary shares and public warrants,
respectively, at October 25, 2021, based on the relative value of the Class A ordinary shares and public warrants upon the completion
of the Initial Public Offering.
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,
which, at times, may exceed the Federal Deposit Insurance Corporation limit of $250,000. As of March 31, 2023 and December 31, 2022,
the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such
account.
Financial
Instruments
The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature.
GOGREEN
INVESTMENTS CORPORATION
NOTES
TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note
2 — Summary of Significant Accounting Policies (cont.)
Fair
Value Measurement
ASC
820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at
fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific
to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active
markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
Investments
with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have
a higher degree of input observability and a lesser degree of judgment applied in determining fair value.
The
three levels of the fair value hierarchy under ASC 820 are as follows:
|
● |
Level
1—Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. |
|
● |
Level
2—Pricing inputs are other than quoted prices included within Level 1 that are observable for the investment, either directly
or indirectly. Level 2 pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical
or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and
inputs that are derived principally from or corroborated by observable market data by correlation or other means. |
|
● |
Level
3—Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment.
The inputs used in determination of fair value require significant judgment and estimation. |
In
some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the
level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level
input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its
entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy
is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment.
Warrants
The
Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’
specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”).
The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a
liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including
whether the instruments are indexed to the Company’s own ordinary shares and whether the instrument holders could potentially require
“net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.
This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and management concluded
that the warrants issued in the Units and Placement Units qualified for equity accounting treatment.
Redeemable
Shares
All
of the 27,600,000 Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which
allows for the redemption of such Public Shares in connection with the Company’s liquidation if there is a shareholder vote or
tender offer in connection with a Business Combination and in connection with certain amendments to the Company’s Amended and Restated
Memorandum and Articles of Association. In accordance with SEC staff’s guidance on redeemable equity instruments, which has been
codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption
to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the
entity’s equity instruments, are excluded from the provisions of ASC 480.
The
Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares
to equal the redemption value at the end of each reporting period. Such changes are reflected in retained earnings, or in the absence
of retained earnings, in additional paid-in capital. As of December 31, 2021, the Company recorded an adjustment to present the redeemable
Class A ordinary shares at redemption value of $28,765,782, of which $20,798,214 was recorded against additional paid-in capital and
$7,967,568 was recorded in accumulated deficit.
GOGREEN
INVESTMENTS CORPORATION
NOTES
TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note
2 — Summary of Significant Accounting Policies (cont.)
Redeemable
Shares (cont.)
At
March 31, 2023, the Class A ordinary shares reflected in the accompanying condensed balance sheet are reconciled in the following
table:
Gross
proceeds | |
$ | 276,000,000 | |
Less: | |
| - | |
Proceeds
allocated to Public Warrants | |
| (7,866,000 | ) |
Offering
costs attributable to Class A ordinary shares | |
| (15,375,619 | ) |
Plus: | |
| | |
Accretion
of carrying value to redemption value | |
| 28,765,782 | |
Class
A ordinary shares subject to possible redemption | |
$ | 281,524,163 | |
Income
Taxes
ASC
740, “Income Taxes,” (“ASC 740”) clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s
financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement
of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not
to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and
penalties, accounting in interim period, disclosure and transition.
The
Company is considered an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject
to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision
was zero for the periods presented.
Share
Compensation Expense
The
Company accounts for share-based compensation expense in accordance with ASC 718, “Compensation — Stock Compensation”
(“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon
the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition,
the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition,
with compensation recognized once the event is deemed probable to occur. Forfeitures are recognized as incurred.
The
Company’s Class B ordinary shares deemed transferred to its incoming directors and advisors by way of granting of an interest in
the Sponsor (see Note 5) were deemed to be within the scope of ASC 718. The fair value of equity awards was estimated using a Monte Carlo
Model Simulation. The key assumptions in the option pricing model utilized were assumptions related to the expected separation date of
the Units, anticipated Business Combination date, purchase price, share-price volatility, expected term, exercise date, risk-free interest
rate and present value. The expected volatility as of the Initial Public Offering closing date was derived based upon similar SPAC warrants.
During the year ended December 31, 2022, the Company’s Sponsor transferred an additional 115,000 Class B ordinary shares as compensation
to service providers. The fair value of the Class B ordinary Share was $2,482,200 or $7.88 per share. The shares deemed transferred are
subject to a performance condition, namely the occurrence of a Business Combination. This performance condition is considered in determining
the grant date fair value of these instruments for valuation purposes. Compensation expense related to the Class B ordinary shares is
recognized only when the performance condition is probable of occurrence, or more specifically when a Business Combination is consummated.
Therefore, no share-based compensation expense has been recognized during the three months ended March 31, 2023. The unrecognized compensation
expense related to the Class B ordinary shares at March 31, 2023 and December 31, 2022, was $2,482,200 and will be recorded when a performance
condition occurs.
Net
Income (Loss) Per Ordinary Share
The
Company’s condensed statements of operations includes a presentation of income (loss) per share for Class A redeemable
ordinary shares and income (loss) per share for Class A and Class B non-redeemable shares in a manner similar to the two-class
method in calculating net income (loss) per ordinary share. Net income (loss) per ordinary share, basic and diluted, for redeemable
ordinary shares is computed by dividing the pro rata net income (loss) between the redeemable ordinary share and the non-redeemable
ordinary share by the weighted average number of ordinary shares outstanding for the period, as adjusted for the effects of deemed
dividend under the assumption that they represent dividends to the holders of the redeemable ordinary shares. Net income (loss) per
ordinary share, basic and diluted, for non-redeemable ordinary shares is computed by dividing the pro rata net income (loss) between
the redeemable and non-redeemable ordinary shares by the weighted average number of ordinary shares outstanding for the
period.
GOGREEN
INVESTMENTS CORPORATION
NOTES
TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note
2 — Summary of Significant Accounting Policies (cont.)
Net
Income (Loss) Per Ordinary Share (cont.)
The
calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Public
Offering since the exercise of the warrants is contingent upon the occurrence of future events. For the period ended March 31, 2023,
the Company did not have any dilutive warrants, securities or other contracts that could potentially, be exercised or converted into
ordinary shares. As a result, diluted income (loss) per ordinary share is the same as basic ordinary share for the three month periods
ended March 31, 2023 and 2022.
A
reconciliation of net income (loss) per ordinary share as adjusted for the portion of income (loss) that is attributable to ordinary
shares subject to redemption is as follows:
| |
Three months ended March 31, 2023 | | |
Three months ended March 31, 2022 | |
Redeemable Class A Ordinary Share: | |
| | |
| |
Net income (loss) allocable to ordinary shareholders | |
$ | 1,301,058 | | |
$ | (374,982 | ) |
Less: Net income (loss) allocable to Nonredeemable Class A and Class B ordinary shares | |
| 298,987 | | |
| (86,172 | ) |
Net income (loss) allocable to Redeemable Class A ordinary shares | |
$ | 1,002,071 | | |
$ | (288,810 | ) |
| |
| | | |
| | |
Basic and diluted weighted average number of Redeemable Class A ordinary shares | |
| 27,600,000 | | |
| 27,600,000 | |
| |
| | | |
| | |
Basic and diluted income (loss) available to Redeemable Class A ordinary shares | |
$ | 0.04 | | |
$ | (0.01 | ) |
| |
| | | |
| | |
Nonredeemable Class A and Class B Ordinary Shares | |
| | | |
| | |
Net income (loss) allocable to Nonredeemable Class A and Class B ordinary shares | |
| 298,987 | | |
| (86,172 | ) |
Basic and diluted weighted average number of Nonredeemable Class A and Class B ordinary shares | |
| 8,235,000 | | |
| 8,235,000 | |
| |
| | | |
| | |
Basic and diluted income (loss) available to Nonredeemable Class A and Class B ordinary shares | |
$ | 0.04 | | |
$ | (0.01 | ) |
Recent
Accounting Pronouncements
Management
does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material
effect on the Company’s financial statements.
Note
3 — Public Offering
Pursuant
to the Initial Public Offering, the Company sold 27,600,000 Units at a price of $10.00 per Unit, including the underwriter over-allotment
of 3,600,000 Units. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”).
Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to
adjustment (see Note 8).
Note
4 — Private Placement
The
Sponsor purchased an aggregate of 1,335,000 Placement Units at a price of $10.00 per Placement Unit, for an aggregate purchase price
of $13,350,000, in a private placement that occurred simultaneously with the closing of the Initial Public Offering. Each Placement Unit
consists of one Class A ordinary share (“Placement Share”) and one-half of one redeemable warrant (each, a “Placement
Warrant”). Each whole Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share.
A portion of the proceeds from the Placement Units was added to the proceeds from the Initial Public Offering being held in the Trust
Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Placement
Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Placement Units
and all underlying securities will expire worthless.
GOGREEN
INVESTMENTS CORPORATION
NOTES
TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note
5 — Related-Party Transactions
Founder
Shares
On
April 7, 2021, the Sponsor purchased 7,187,500 shares (the “Founder Shares”) of the Company’s Class B ordinary
shares, up to 937,500 of which were subject to forfeiture, for an aggregate price of $25,000. On September 21, 2021, the Sponsor forfeited
1,437,500 Founder Shares, resulting in the Sponsor holding 5,750,000 Founder Shares, up to 750,000 of which were subject to forfeiture.
On October 20, 2021, the Company effectuated a share capitalization of 1,150,000 Founder Shares, resulting in an aggregate of 6,900,000
Founder Shares outstanding and held by the Sponsor, up to 900,000 of which were subject to forfeiture. The Sponsor subsequently granted
an interest in the Sponsor, representing an aggregate of 200,000 Founder Shares to the members of the Company’s board of directors
and advisors for the same per-share consideration that it originally paid for such shares, resulting in the Sponsor holding 6,700,000
Founder Shares after giving effect to the grant of interest. Founder Shares will automatically convert into Class A ordinary shares
upon consummation of a Business Combination on a one-for-one basis, subject to certain adjustments, as described in Note 7. The Sponsor
agreed to forfeit up to 900,000 Founder Shares to the extent the over-allotment option was not exercised in full by the underwriters.
As a result of the underwriters’ over-allotment exercise in full, no shares are currently subject to forfeiture. On December
13, 2022, the Sponsor agreed to deposit 1,725,000 of Founder Shares (the “Sponsor Earn-Out Shares”) into escrow at the closing
of the proposed Business Combination. These shares vest on trading price conditions that are met at any time prior to the fifth anniversary
of the closing of the Business Combination (as described in Note 10).
The
Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur
of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the
last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days
after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other
similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash,
securities or other property.
Related-Party
Loans
On
March 17, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public
Offering pursuant to a promissory note (the “Promissory Note”). In September 2021, the Company issued to the Sponsor an Amended
and Restated Promissory Note, which increased the loan amount to $500,000 and extended the due date to March 31, 2022. On October 25,
2021, the Company repaid $375,000 of borrowings outstanding under the Promissory Note.
In
addition, in order to finance operations and transaction costs in connection with a Business Combination, the Sponsor or an affiliate
of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may
be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working
Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid
only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion
of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used
to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined
and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business
Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible
into units upon consummation of the Business Combination at a price of $10.00 per unit. The units would be identical to the Placement
Units. On June 6, 2022, the Company issued a promissory note (the “Note”) for borrowings of up to $300,000 from the Sponsor.
On January 19, 2023, the Company issued a promissory note (the “Working Capital Note”) for borrowings of up to $300,000 from
the Sponsor. As of March 31, 2023 and December 31, 2022, the Company has $600,000 and $300,000, respectively outstanding under the Notes.
On April 10, 2023, the Company issued a promissory note (the “Third Working Capital Note”) for borrowings of up to $300,000
from the Sponsor of which $200,000 has been borrowed under the Note as of May 4, 2023 (as described Note 11).
On
January 18, 2023, the Sponsor requested that the Company effectuate the First Extension. In connection with the First Extension, on January
19, 2023, the Company issued the First Extension Note in the aggregate principal amount of $2,760,000 to the Sponsor. Also on January
19, 2023, the Sponsor deposited the First Extension Payment of $2,760,000 (representing $0.10 per public share) into the Trust Account.
This deposit enabled the Company to implement the First Extension. The First Extension is the first of two three-month extensions permitted
under the Company’s governing documents (as described in Note 5).
Additionally,
on April 10, 2023, the Sponsor requested that the Company effectuate the Second Extension. In connection with the Second Extension, on
April 10, 2023, the Company issued the Second Extension Note in the aggregate principal amount of $2,760,000 (representing $0.10 per
public share) to the Sponsor and Lifezone Limited. On April 12, 2023, Lifezone Limited deposited the Lifezone Extension Payment of $1,380,000
(representing $0.05 per public share) into the Trust Account. On April 13, 2023, the Sponsor deposited the Sponsor Payment of $1,380,000
into the Trust Account. These deposits enabled the Company to implement the Second Extension. In connection with the Lifezone Extension
Payment provided by Lifezone Limited, the Sponsor agreed to forfeit the right to receive 41,400 ordinary shares in Lifezone Metals immediately
prior to the closing of the Business Combination (as described in Note 11).
Administrative
Support Agreement
The
Company has agreed, commencing on the date the securities of the Company are first listed on the New York Stock Exchange through the
earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total
of $10,000 per month for office space, administrative and support services.
GOGREEN
INVESTMENTS CORPORATION
NOTES
TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note
6 — Commitments
Registration
Rights
The
holders of the Founder Shares, Placement Units (including securities contained therein) and units (including securities contained therein)
that may be issued upon conversion of extension loans or Working Capital Loans, and any Class A ordinary shares issuable upon the
exercise of the Placement Warrants and any Class A ordinary shares and warrants (and underlying Class A ordinary shares) that
may be issued upon conversion of units issued as part of the Working Capital Loans and Class A ordinary shares issuable upon conversion
of the Founder Shares, will be entitled to registration rights pursuant to a registration rights agreement signed on October 20, 2021,
requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A
ordinary shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands,
that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect
to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register
for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection
with the filing of any such registration statements. The registration rights agreement does not contain liquidated damages or other cash
settlement provisions resulting from delays in registering the Company’s securities.
Underwriting
Agreement
The
Company paid the underwriters a cash underwriting discount of $0.20 per Unit, or $5,520,000 in the aggregate upon the closing of the
Initial Public Offering. In addition, the underwriters were entitled to a deferred fee of (i) $0.35 per Unit of the gross proceeds of
the initial 27,600,000 Units sold in the Initial Public Offering, or $9,660,000. The deferred underwriting fee was payable to the underwriters
from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms
of the underwriting agreement. On October 19, 2022, the Company and one of its underwriters executed a waiver letter and the underwriter
waived $4,830,000 of the deferred underwriting fee which was recognized an adjustment to accumulated deficit. Additionally, on January
26, 2023, the Company and the second underwriter executed a waiver letter and the underwriter waived $4,830,000 of the remaining deferred
underwriting fee. At March 31, 2023 and December 31, 2022, the deferred underwriting fee payable was $0 and $4,830,000, respectively.
Placement
Agent Agreements
On
June 20, 2022, the Company entered into an agreement with a placement agent in connection with its proposed business combination. Upon
consummation of the proposed business combination, the Company shall pay a transaction fee, payable in cash, of (i) two million dollars
($2,000,000) plus (ii) 2.0% of the fair market value of all of the consideration paid by investors for the securities issued in connection
with the proposed business combination before deduction of the expenses related to the transaction.
On
January 11, 2023, the Company entered into an agreement with a placement agent in connection with its proposed business combination.
Upon consummation of the proposed business combination, the Company shall pay a transaction fee of (i) one million dollars ($1,000,000),
(ii) 3% of the aggregate cash consideration paid for the securities issued in connection with the PIPE financing by any investor(s) who
was initially identified and contracted or otherwise sourced by the placement agent, and (iii) up to 150,000 ordinary shares of the Company
from the Company’s Sponsor.
Note 7 — Shareholders’ Equity (Deficit)
Preference
Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share with
such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.
At March 31, 2023 and December 31, 2022, there were no preference shares issued or outstanding.
Ordinary
Shares
Class A
Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of
$0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At March 31, 2023 and December 31,
2022, there were 28,935,000 Class A ordinary shares issued and outstanding.
Class B
Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001
per share. Holders of Class B ordinary shares are entitled to one vote for each share. At March 31, 2023 and December 31, 2022,
there were 6,900,000 Class B ordinary shares issued and outstanding.
Holders
of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted
to a vote of shareholders except as required by applicable law.
GOGREEN
INVESTMENTS CORPORATION
NOTES
TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note
7 — Shareholders’ Equity (Deficit) (cont.)
The
Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination on a
one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are
issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination,
the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders
of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed
issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal,
in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon the completion
of the Initial Public Offering (not including the Class A ordinary shares underlying the Placement Units) plus all Class A
ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares
or equity-linked securities issued, or to be issued, to any seller in a Business Combination, any private placement-equivalent warrants
issued, or to be issued, to any seller in a Business Combination, any private placement equivalent securities issued to the Sponsor or
its affiliates upon conversion of either Working Capital Loans or extension loans made to the Company).
In
connection with the execution of the Lifezone Business Combination, the Sponsor agreed to deposit 1,725,000 Class B ordinary shares into
escrow. These shares will be released to the Sponsor in the event that certain conditions are met within a specified time frame (see
Note 10).
Note
8 — Warrants
Warrants
may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole
warrants will trade. The warrants will become exercisable 30 days after the completion of a Business Combination. The warrants will
expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.
The
Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation
to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares
underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations
with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue Class A ordinary shares
upon exercise of a warrant unless Class A ordinary shares issuable upon such warrant exercise have been registered, qualified or
deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.
The
Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination,
the Company will use its commercially reasonable efforts to file with the SEC a post-effective amendment to this registration statement
or a new registration statement under the Securities Act, covering the Class A ordinary shares issuable upon exercise of the warrants,
to cause such registration statement to become effective and to maintain the effectiveness of such registration statement and a current
prospectus relating thereto until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement
covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day
after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and
during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the foregoing, if a
registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective within a specified
period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration
statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants
on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is
available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless
basis.
Once
the warrants become exercisable, the Company may redeem the warrants:
| ● | in
whole and not in part; |
| ● | at
a price of $0.01 per warrant; |
| ● | upon
not less than 30 days’ prior written notice of redemption given after the warrants
become exercisable; and |
| ● | if,
and only if, the reported last sale price of the Company’s Class A ordinary shares
equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period
commencing once the warrants become exercisable and ending three business days before the
Company sends the notice of redemption to the warrant holders. |
GOGREEN
INVESTMENTS CORPORATION
NOTES
TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note
8 — Warrants (cont.)
If
and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of ordinary
shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company
is unable to effect such registration or qualification.
If
the Company calls the warrants for redemption, management will have the option to require all holders that wish to exercise the warrants
to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class A ordinary
shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or
recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A ordinary
shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If
the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the
Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution
from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire
worthless.
In
addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes
in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A
ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors
and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares, Placement Units
(or any private placement equivalent securities issued to the Sponsor or its affiliates upon conversion of either Working Capital Loans
or extension loans made to the Company) held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly
Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds,
and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net
of redemptions), and (z) the arithmetic average of the daily volume weighted average trading price of the Class A ordinary
shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination
(such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest
cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price
will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value or the Newly Issued Price.
The
Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the
Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination,
subject to certain limited exceptions.
Note
9 — Fair Value Measurements
The
following tables present information about the Company’s assets and liabilities that are measured on a recurring basis as of March
31, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine
such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical
assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable, such as quoted prices, interest
rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes
situations where there is little, if any, market activity for the asset or liability.
| |
March
31,
2023 | | |
Quoted
Prices
in Active
Markets
(Level 1) | | |
Significant
Other
Observable
Inputs
(Level 2) | | |
Significant
Other
Unobservable
Inputs
(Level 3) | |
Assets: | |
| | |
| | |
| | |
| |
Cash
in demand deposit account | |
| 1,197,508 | | |
| 1,197,508 | | |
| | | |
| | |
Investment
in United States Treasury money market mutual funds | |
| 289,817,690 | | |
| 289,817,690 | | |
| | | |
| | |
Total | |
$ | 291,015,198 | | |
$ | 291,015,198 | | |
$ | - | | |
$ | - | |
| |
December 31,
2022 | | |
Quoted Prices in
Active Markets (Level
1) | | |
Significant Other Observable Inputs (Level
2) | | |
Significant Other Unobservable Inputs (Level
3) | |
Assets: | |
| | |
| | |
| | |
| |
Investment
in United States Treasury money market mutual funds | |
$ | 285,650,505 | | |
$ | 285,650,505 | | |
$ | - | | |
$ | - | |
GOGREEN
INVESTMENTS CORPORATION
NOTES
TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note
10 — Lifezone Business Combination
Business
Combination Agreement
On
December 13, 2022, the Company, Lifezone Metals, the Company’s Sponsor, Aqua Merger Sub (“Merger Sub”), an entity incorporated
in the Caymen Islands and wholly owned subsidiary of Lifezone Metals, Lifezone Holdings Limited (“LHL”), Keith Liddell (solely
in the capacity of LHL shareholder representative, the “LHL Shareholders Representative”), and certain LHL shareholders (the
“LHL Shareholders”) entered into the Lifezone Business Combination Agreement, pursuant to which, subject to the satisfaction
or waiver of certain conditions precedent in the Lifezone Business Combination Agreement, the following transactions will occur: (a) the
merger of the Company with and into Merger Sub, with Merger Sub surviving the merger and the security holders of the Company (other than
the security holders of the Company electing to redeem their ordinary shares or exercising their dissenters’ rights) becoming security
holders of Lifezone Metals in accordance with the Companies Act, (b) the automatic conversion and exchange of (i) each issued and outstanding
public warrant of the Company for the right to receive one Lifezone Metals public warrant and (ii) each issued and outstanding private
warrant of the Company (whether or not a whole warrant) into the right to receive one Lifezone Metals private warrant, (c) the acquisition
by Lifezone Metals of all of the issued and outstanding share capital of LHL from the LHL Shareholders in exchange for the issuance of
Lifezone Metals ordinary shares and, if applicable, the issuance of Earnout Shares (as defined in the Lifezone Business Combination Agreement),
pursuant to which LHL will become a direct wholly owned subsidiary of Lifezone Metals, and (d) the other transactions contemplated
by the Lifezone Business Combination Agreement and the Ancillary Documents referred to therein.
In
consideration for the Merger, each shareholder of the Company will receive one Lifezone Metals ordinary share and one Lifezone Metals
warrant for each ordinary share and whole warrant they hold in the Company, respectively, immediately prior to the Merger. In accordance
with the terms and subject to the conditions of the Lifezone Business Combination Agreement, the consideration to be received by the
LHL Shareholders (fully diluted for the exercise and vesting of (i) any outstanding options to purchase LHL ordinary shares, whether
or not exercisable and whether or not vested, granted under the LHL option plan (“LHL Options”) (ii) any restricted stock
units granted by LHL (a) payable in LHL ordinary shares or (b) the value of which is determined with reference to the value of the shares
of LHL, whether or not exercisable and whether or not vested (“LHL RSUs”)) in connection with the Share Acquisition will
be the issuance of an aggregate number of Lifezone Metals ordinary shares equal to (a) $626,801,280 divided by (b) $10.00. As additional
consideration for the LHL ordinary shares acquired by Lifezone Metals in connection with the Share Acquisition, Lifezone Metals will
issue to eligible LHL Shareholders up to an aggregate of 25,072,052 Earnout Shares, subject to certain triggering events, as described
further in the Lifezone Business Combination Agreement.
In
connection with the closing of the Share Acquisition (the “Share Acquisition Closing”), unvested LHL options will vest and
become exercisable and the vesting of LHL RSUs will accelerate and holders of LHL awards will have the opportunity to exercise their
LHL options and settle their LHL RSUs, in each case, subject to full payment of the applicable exercise price or call price. LHL ordinary
shares delivered pursuant to the exercise or settlement of a LHL equity award will be treated the same as other LHL ordinary shares in
connection with the Share Acquisition Closing. On the Share Acquisition Closing, any unexercised LHL options or LHL RSUs whose call price
is not paid in full will lapse for no consideration.
GOGREEN
INVESTMENTS CORPORATION
NOTES
TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note
10 — Lifezone Business Combination (cont.)
Sponsor
Support Agreement
In
connection with the execution of the Lifezone Business Combination Agreement, the Company’s sponsor entered into a support agreement
(the “Sponsor Support Agreement”) with the Company, Lifezone Metals and LHL, pursuant to which the Company’s Sponsor
has agreed to, among other things, (a) vote at any meeting of the Company’s shareholders to be called for approval of the
LHL Transactions all ordinary shares of the Company held of record or thereafter acquired by the Sponsor (collectively, the “Sponsor
Securities”) in favor of the Shareholder Approval Matters, (b) be bound by certain other covenants and agreements related
to the LHL Transactions and (c) be bound by certain transfer restrictions with respect to the Sponsor Securities and warrants exercisable
for Sponsor Securities, in each case, on the terms and subject to the conditions set forth in the Sponsor Support Agreement. The Sponsor
Support Agreement also provides that the Company’s Sponsor has agreed irrevocably to waive its redemption rights in connection
with the consummation of the LHL Transactions with respect to any Sponsor Securities they may hold.
Subject
to the conditions set forth in the Sponsor Support Agreement, the Company’s Sponsor additionally agreed to deposit 1,725,000 of
the Class B ordinary shares of Sponsor Securities (“Sponsor Earn-Out Shares”) into escrow and, if at any time prior to or
as of the fifth anniversary of the Share Acquisition Closing, the volume-weighted average price (as adjusted for share splits, share
capitalization, reorganizations, recapitalizations and the like) over any 20 trading days within any 30 trading day period, is greater
than or equal to: (i) $14.00, then 862,500 of the Sponsor Earn-Out Shares will vest, or (ii) $16.00, then 1,725,000 of the Sponsor Earn-Out
Shares (less any Sponsor Earnout Shares previously vested pursuant to clause (i)) will vest. If a Change of Control (as defined in the
Sponsor Support Agreement) occurs as of or prior to the fifth anniversary of the Share Acquisition Closing, pursuant to which Lifezone
Metals or its shareholders receive consideration implying a value per Lifezone Metals ordinary share (as determined in good faith by
the board of directors of Lifezone Metals) of (a) less than $14.00, then no Sponsor Earnout Shares will vest, (b) greater than or equal
to $14.00 but less than $16.00, 862,500 Sponsor Earnout Shares will vest, and (c) greater than or equal to $16.00, then 1,725,000 Sponsor
Earnout Shares (less any Sponsor Earnout Shares previously vested pursuant to clause (b)) will vest.
Subject
to the conditions set forth in the Sponsor Support Agreement, each LHL Shareholder’s Closing Number of Shares (as defined in the
Lifezone Business Combination) issued at the Share Acquisition Closing shall be increased by a number of Lifezone Metals ordinary shares
equal to the number of Sponsor Securities forfeited pursuant to the Sponsor Support Agreement. The Company’s Sponsor shall forfeit
its shares at a value of $10 per share, up to a maximum value of $35 million, to the extent Lifezone Metals would have less than $50
million of net cash from the PIPE Investment and the Trust account after payment of certain transaction expenses, as set forth in the
Lifezone Business Combination Agreement. These shares will be forfeited first from the Sponsor Earn-Out Shares subject to vesting at
the $16 level and then those subject to vesting at the $14 level, until there are no Sponsor Earn-Out Shares remaining, and thereafter,
from Lifezone Metals ordinary shares that the Company’s Sponsor would have received as transaction consideration. An equivalent
number of Lifezone Metals ordinary shares will be issued to the LHL Shareholders at the Share Acquisition Closing.
PIPE
Subscription Agreements
Upon
closing of the Lifezone Business Combination, the Company and Lifezone Metals entered into subscription agreements (the “Subscription
Agreements”) with certain institutional and accredited investors, pursuant to which such investors agreed to subscribe for and
purchase, and Lifezone Metals agreed to issue and sell to such investors an aggregate of 7,017,317 Lifezone Metals ordinary shares for
$10.00 per share, for aggregate gross proceeds of $70,173,170.00 (the “PIPE Financing”). The Subscription Agreements provide
that Lifezone Metals will grant the investors in the PIPE Financing certain customary registration rights. The closing of the PIPE Financing
is contingent upon, among other things, the substantially concurrent consummation of the LHL Transactions.
GOGREEN
INVESTMENTS CORPORATION
NOTES
TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note
10 — Lifezone Business Combination (cont.)
New
Registration Rights Agreement
The
Lifezone Business Combination Agreement contemplates that, at the Share Acquisition Closing, Lifezone Metals, certain LHL equityholders,
certain Company equityholders, the Company’s Sponsor and the Company will enter into the New Registration Rights Agreement, pursuant
to which Lifezone Metals will agree to register for resale certain shares of Lifezone Metals ordinary shares and other equity securities
of Lifezone Metals that are held by the parties thereto from time to time. Pursuant to the New Registration Rights Agreement, Lifezone
Metals will agree to file a shelf registration statement registering the resale of all of the Registrable Securities (as defined in the
New Registration Rights Agreement) no later than 30 days of the Share Acquisition Closing. Lifezone Metals also agreed to provide customary
“piggyback” registration rights, subject to certain requirements and customary conditions. The New Registration Rights Agreement
also provides that Lifezone Metals will pay certain expenses relating to such registrations and indemnify the shareholders against certain
liabilities.
Warrant
Assumption Agreement
The
Lifezone Business Combination Agreement contemplates that, immediately prior to the Merger Effective Time, the Company and Continental
will enter into an Assignment, Assumption and Amendment Agreement (the “Warrant Assumption Agreement”), which amends that
certain Warrant Agreement, dated as of October 20, 2021, by and between the Company and Continental, as warrant agent (the “Existing
Warrant Agreement”), pursuant to which (a) the Company will assign to Lifezone Metals, and Lifezone Metals will assume, all of
the Company’s right, title and interest in and to the Existing Warrant Agreement and (b) each warrant of the Company shall be modified
to no longer entitle the holder to purchase the Company’s ordinary shares and instead acquire an equal number of Lifezone Metals
ordinary shares per warrant of the Company.
Note
11 — Subsequent Events
The
Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the
financial statements were available to be issued. Other than as described elsewhere herein, the Company did not identify any
subsequent events that would have required adjustment or disclosure in the financial statements.