United States securities and exchange commission logo
October 13, 2021
John Dowd
Chief Executive Officer
GoGreen Investments Corp
1021 Main St., Suite #1960
Houston, TX 77002
Re: GoGreen Investments
Corp
Amendment No. 2 to
Registration Statement on Form S-1
Filed September 27,
2021
File No. 333-256781
Dear Mr. Dowd:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Form S-1 Filed September 27, 2021
Summary
Initial Business Combination, page 8
1. We note your disclosure
that your sponsor may extend the period of time to consummate a
business combination up
to two times, subject to the sponsor depositing into the trust
account additional
funds of $2,000,000 for each of the available three-month extensions,
for a total payment of
up to $4,000,000. We also note your disclosure that any such
payments would be made
in the form of non-interest bearing loans, and that if you do not
complete a business
combination, you will repay such loans only from funds held outside
of the trust account.
However, it does not appear from your disclosure in your Use of
Proceeds section that
funds would be available outside of the trust account to cover the
payment of such loans.
Please revise to address any related potential conflicts of interest,
John Dowd
GoGreen Investments Corp
October 13, 2021
Page 2
such as with respect to identifying and selecting a target business
combination.
Exhibits
2. We note that the forum selection provision in your form of amended and
restated
memorandum and articles of association filed as Exhibit 3.2 provides
that any claims
under the Securities Act, the Exchange Act, or any claim for which the
federal district
courts of the Unites States of America are, as a matter of the laws of
the United States of
America, the sole and exclusive forum for determination of such a claim,
must be brought
in the federal courts of the United States of America. Please provide
related disclosure in
your prospectus. In that regard, we note your disclosure on page 62 that
your forum
selection provision does not apply to such claims.
3. We note that the legality opinion filed as Exhibit 5.1 does not appear
to be signed. Please
obtain and file a signed legality opinion.
You may contact Yong Kim, Staff Accountant, at (202) 551-3323 or Gus
Rodriguez,
Accounting Branch Chief, at (202) 551-3752 if you have questions regarding
comments on the
financial statements and related matters. Please contact Liz Packebusch, Staff
Attorney, at (202)
551-8749 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any other
questions.
Sincerely,
FirstName LastNameJohn Dowd
Division of
Corporation Finance
Comapany NameGoGreen Investments Corp
Office of Energy &
Transportation
October 13, 2021 Page 2
cc: Stuart Neuhauser
FirstName LastName