UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry into a Material Definitive Agreement
On June 6, 2022, GoGreen Investments Corporation (NYSE: GOGN, GOGN.U and GOGN.WS), a Cayman Islands exempted company (“GoGreen”) issued a promissory note (the “Note”) in the principal amount of up to $300,000 to GoGreen Sponsor 1 LP, a Delaware limited partnership (the “Sponsor”). The Note was issued in connection with advances the Sponsor has made, and may make in the future, to GoGreen for working capital expenses. The Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which GoGreen consummates its initial business combination and (ii) the date that the winding up of GoGreen is effective. At the election of the Sponsor, all or a portion of the unpaid principal amount of the Note may be converted into units of GoGreen, each unit consisting of one Class A ordinary share, par value $0.0001 per share, of GoGreen (“Class A Ordinary Share”) and one-half of one warrant, each whole warrant exercisable for one Class A Ordinary Share (the “Conversion Units”), equal to: (x) the portion of the principal amount of the Note being converted, divided by (y) $10.00, rounded up to the nearest whole number of units. The Conversion Units are identical to the units issued by GoGreen to the Sponsor in a private placement in connection with GoGreen’s initial public offering. The Conversion Units and their underlying securities are entitled to the registration rights set forth in the Note.
The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Promissory Note of the Company, dated June 6, 2022. | |
| 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 | |||
| By: | /s/ John Dowd | ||
| Name: | John Dowd | ||
| Title: | Chief Executive Officer | ||
| Dated: June 7, 2022 | |||
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