S-1MEF 1 ea149195-s1mef_gogreeninvest.htm REGISTRATION STATEMENT

As filed with the U.S. Securities and Exchange Commission on October 20, 2021

Registration No. 333-             

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

 

 

 

GoGreen Investments Corporation
(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands   6770   N/A
(State or other jurisdiction of
incorporation or organization)		   (Primary Standard Industrial
Classification Code Number)		   (I.R.S. Employer
Identification Number)

 

 

 

1021 Main St., Suite #1960
Houston, TX 77002
Telephone: 713-337-4075

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

 

John Dowd
Chief Executive Officer and Chairman
1021 Main St., Suite #1960
Houston, TX 77002
Telephone: 713-337-4075

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

 

Copies to:

Douglas S. Ellenoff, Esq.

Stuart Neuhauser, Esq.

Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
Tel: (212) 370-1300

   Andrew J. Pitts
D. Scott Bennett
C. Daniel Haaren
Cravath, Swaine & Moore LLP
825 Eighth Avenue
New York, NY 10019
Tel: (212) 474-1000

 

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-256781

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

  Large accelerated filer  ☐   Accelerated filer ☐   Non-accelerated filer ☒   Smaller reporting company ☒
              Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 

 

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Security Being Registered  Amount
Being
Registered		   Proposed
Maximum
Offering
Price per
Security(1)		   Proposed
Maximum
Aggregate
Offering
Price(1)		   Amount of
Registration
Fee(		 
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one half of one redeemable warrant(2)   4,600,000   $10.00   $46,000,000   $4,265 
Class A ordinary shares included as part of the units(3)   4,600,000    —    —    —(4)
Redeemable warrants included as part of the units(3)   2,300,000    —    —    —(4)
Class A ordinary shares underlying the warrants included as part of the units(3)   2,300,000   $11.50    26,450,000    2,452 
Total            $72,450,000   $6,717(5)

 

 

(1) Estimated solely for the purpose of calculating the registration fee.

 

(2) Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-256781).

 

(3) Pursuant to Rule 416(a) of the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.

 

(4) No fee pursuant to Rule 457(g) of the Securities Act.

 

(5) $3,868.52 previously paid. The Registrant previously registered securities having a proposed maximum aggregate offering price of $362,250,000 on its Registration Statement on Form S-1, as amended (File No. 333-256781), which was declared effective by the Securities and Exchange Commission on October 20, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $72,450,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option.

 

The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-1 is being filed with respect to the registration of 4,600,000 additional units of GoGreen Investments Corporation, a Cayman Islands exempted company (the “Registrant”), each consisting of one Class A ordinary share and one-half of one redeemable warrant, as well as additional Class A ordinary shares underlying such warrants, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments, and only whole warrants are exercisable. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-256781) (the “Prior Registration Statement”), initially filed by the Registrant on June 4, 2021 and declared effective by the Securities and Exchange Commission on October 20, 2021. The required opinions of counsel and related consents and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.

 

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CERTIFICATION

 

The Registrant hereby certifies to the Securities and Exchange Commission (the “Commission”) that (1) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business as of October 21, 2021), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than October 21, 2021.

 

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PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 16. Exhibits and Financial Statement Schedules.

 

(a) Exhibits. All exhibits filed with or incorporated by reference in the Registration Statement on Form S-1 (SEC File No. 333-256781) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:

 

Exhibit No.   Description
     
5.1   Opinion of Maples and Calder (Hong Kong) LLP, Cayman Islands legal counsel to the Registrant.
     
5.2   Opinion of Ellenoff Grossman & Schole LLP, counsel to the Registrant.
     
23.1   Consent of Citrin Cooperman & Company LLP.
     
23.2   Consent of Maples and Calder (Hong Kong) LLP,  (included in Exhibit 5.1)
     
23.3   Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.2)

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas on the 20th day of October, 2021.

 

  GoGreen Investments Corporation
   
  By: /s/ John Dowd
  Name:  John Dowd
  Title: Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this amended Registration Statement has been signed below by the following persons in the capacities on October 20, 2021.

 

Name   Position
/s/ John Dowd   Chairman of the Board and Chief Executive Officer
John Dowd   (Principal Executive Officer)
     
/s/ Michael Sedoy   Chief Financial Officer
Michael Sedoy, CFA   (Principal Financial and Accounting Officer)

 

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AUTHORIZED U.S. REPRESENTATIVE

 

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of GoGreen Investments Corporation has signed this registration statement in the City of Houston, State of Texas, on October 20, 2021.

 

  Authorized U.S. Representative
   
  By: /s/ John Dowd  
    Name:  John Dowd

 

 

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