0001213900-21-030913.txt : 20211118 0001213900-21-030913.hdr.sgml : 20211118 20210604140505 ACCESSION NUMBER: 0001213900-21-030913 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20210604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GoGreen Investments Corp CENTRAL INDEX KEY: 0001852940 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1021 MAIN STREET STREET 2: SUITE 1960 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7133374075 MAIL ADDRESS: STREET 1: 1021 MAIN STREET STREET 2: SUITE 1960 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: GoGreen Investments DATE OF NAME CHANGE: 20210323 CORRESP 1 filename1.htm

GoGreen Investments Corporation

1021 Main St., Suite #1960

Houston, TX 77002

VIA EDGAR

June 4, 2021

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549

Attn: Anuja A. Majmudar

Re:

GoGreen Investments Corporatin

Draft Registration Statement on Form S-1

Submitted April 21, 2021

CIK No. 0001852940

Dear Ms. Majmudar,

GoGreen Investments Corporation (the “Company” or “we”) hereby transmits the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission, dated May 18, 2021 regarding the Company’s Draft Registration Statement on Form S-1 submitted on April 21, 2021 (the “Registration Statement”).

For the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response. Disclosure changes made in response to the Staff’s comments have been made in an amended Registration Statement on Form S-1 (the “Amended Registration Statement”), which is being filed with the Commission contemporaneously with the submission of this letter.

Draft Registration Statement on Form S-1 Submitted April 21, 2021

The Offering

Limited payments to insiders, page 31

We note your disclosure that other than certain specified payments, there will be no finder’s fees, reimbursements or cash payments made by you to your sponsor, officers or directors, or any entities with which they are affiliated. Please revise your disclosure to clarify whether you intend to pay any fees or other compensation to the executive advisors.

The Company respectfully advises the Staff that it has revised disclosures throughout the Amended Registration Statement in response to the Staff’s comment, and indicated that such parties will have an economic interest in securities held by the sponsor entity.

Summary Financial Data, page 35

Please include “as adjusted” amounts as of April 7, 2021 assuming consummation of the offering.

The Company respectfully advises the Staff that it has revised its summary financial data in the Amended Registration Statement to include “as adjusted” amounts as of April 7, 2021.

We thank the Staff for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel, Stuart Neuhauser, at sneuhauser@egsllp.com or by telephone at (212) 370-1300.

	Sincerely,

	/s/ John Dowd
	John Dowd Chief Executive Officer GoGreen Investments Corporation

cc: Ellenoff Grossman & Schole LLP