UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. __)
Lifezone Metals Limited
(Name of Issuer)
Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G5568L109
(CUSIP Number)
Keith Stuart Liddell, Commerce House, 1 Bowring House, Ramsey, IM8 2LQ,
Isle of Man, +44 1624 811 611 (Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
July 6, 2023
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-
1(g), check the following box [ ].
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
CUSIP No. G5568L109
1 NAMES OF REPORTING PERSONS
Keith Stuart Liddell
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 23,701,437(1)
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 23,701,437(1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,701,437
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.8%(2)
14 TYPE OF REPORTING PERSON (See Instructions)
IN
(1) Consists of 5,172,747 ordinary shares, par value $0.0001 per
share (the "Shares"), of Lifezone Metals Limited, an Isle of Man company
(the "Issuer"), owned solely by Keith Stuart Liddell, 18,045,777 Shares
owned jointly between Keith Stuart Liddell and Shelagh Jane Liddell and
482,913 Shares owned solely by Shelagh Jane Liddell. By virtue of his
relationship with Shelagh Jane Liddell, Keith Stuart Liddell may be
deemed to have beneficial ownership of the Shares owned solely by Shelagh
Jane Liddell. Keith Stuart Liddell disclaims any beneficial ownership of
the Shares owned solely by Shelagh Jane Liddell other than to the extent
of any pecuniary interest he may have therein, directly or indirectly.
(2) Percentage ownership is based on a total number of 79,418,599 Shares
outstanding, as disclosed by the Issuer in a shell company report on
Form 20-F filed with the Securities and Exchange Commission (the "SEC")
on July 11, 2023.
CUSIP No. G5568L109
1 NAMES OF REPORTING PERSONS
Shelagh Jane Liddell
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 23,701,437(1)
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 23,701,437(1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,701,437
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.8%(2)
14 TYPE OF REPORTING PERSON (See Instructions)
IN
(1) Consists of 5,172,747 Shares owned solely by Keith Stuart Liddell,
18,045,777 Shares owned jointly between Keith Stuart Liddell and
Shelagh Jane Liddell and 482,913 Shares owned solely by Shelagh Jane Liddell.
By virtue of her relationship with Keith Stuart Liddell, Shelagh Jane Liddell
may be deemed to have beneficial ownership of the Shares owned solely by
Keith Stuart Liddell. Shelagh Jane Liddell disclaims any beneficial ownership
of the Shares owned solely by Keith Stuart Liddell other than to the extent
of any pecuniary interest she may have therein, directly or indirectly.
(2) Percentage ownership is based on a total number of 79,418,599 Shares
outstanding, as disclosed by the Issuer in a shell company report on Form 20-F
filed with the Securities and Exchange Commission (the "SEC") on July 11, 2023.
Item 1. Security and Issuer
This Schedule 13D relates to the ordinary shares of par value $0.0001,
issued by Lifezone Metals Limited, an Isle of Man company (the "Issuer"),
with registered address Commerce House, 1 Bowring House, Ramsey, IM8 2LQ,
Isle of Man.
Item 2. Identity and Background
(a) This Schedule 13D is filed on behalf of Keith Stuart Liddell and
Shelagh Jane Liddell (the"Reporting Persons"), as joint filers pursuant
to Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
(b) The principal place of business of the Reporting Persons is Commerce House,
1 Bowring House, Ramsey, IM8 2LQ, Isle of Man.
(c) The principal occupation or employment of Keith Liddell is a consultant
and Chairman of Lifezone Metals Limited. Lifezone Metals Limited is a modern
pre-development explorationstage metals company and its principal place
of business is Commerce House, 1 Bowring House, Ramsey, IM8 2LQ, Isle of Man.
Shelagh Jane Liddell is retired.
(d) Neither of the Reporting Persons has, during the past five years, been
convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) Neither of the Reporting Persons has, during the past five years,
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction, as a result of which any of them became or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) Each of the Reporting Persons is a citizen of the United Kingdom.
Item 3. Source and Amount of Funds or Other Considerations
On July 6, 2023, the Issuer consummated the previously announced Business
Combination pursuant to the Business Combination Agreement,
dated as of December 13, 2022 (the "Business Combination Agreement"),
by and among GoGreen Investments Corporation, a Cayman Islands exempted
company ("GoGreen"), the Issuer, GoGreen Sponsor 1 LP, a Delaware limited
partnership (the "Sponsor"), Aqua Merger Sub, an entity incorporated in the
Cayman Islands and wholly owned subsidiary of the Issuer ("Merger Sub"),
Lifezone Holdings Limited, an Isle of Man company ("LHL"), Keith Liddell,
solely in his capacity as LHL shareholders representative, and the
shareholders of LHL party thereto. On July 6, 2023, in accordance with the
terms of the Business Combination Agreement, the shareholders of LHL
transferred all of the outstanding ordinary shares of LHL to the Issuer
in exchange for the issuance of new Shares by the Issuer and, if applicable,
the issuance of Earnout Shares (as defined below) by the Issuer subject to the
terms of and in accordance with the Business Combination Agreement
(collectively, the "Share Acquisition").
At the closing of the Share Acquisition, on July 6, 2023,
Keith Stuart Liddell received 5,172,747 Shares, Keith Stuart Liddell and
Shelagh Jane Liddell jointly received 18,045,777 Shares and
Shelagh Jane Liddell received 482,913 Shares, in each case,
in exchange for all of their shares of LHL, which excludes
any Earnout Shares that may be received upon the occurrence of a
Triggering Event (as defined below).
Item 4. Purpose of Transaction
The Reporting Persons acquired the securities described in this
Schedule 13D for investment purposes and intend to review their
investment in the Issuer on a continuing basis. Any Reporting Person
may from time to time acquire additional securities of the Issuer,
or retain or sell all or a portion of the Shares then held by
the Reporting Persons, in the open market, block trades,
underwritten public offerings or privately negotiated transactions,
subject to certain restrictions included in the Lock-Up Agreement
(as described in Item 6 below). Any actions any Reporting Person might
undertake with respect to his or her investment in
the Issuer may be made at any time and from time to time and will be
dependent upon such Reporting Person's review of numerous factors,
including, but not limited to: ongoing evaluation of the Issuer's business,
financial condition, operations, prospects and strategic alternatives;
price levels of the Issuer's securities; general market, industry and
economic conditions; the relative attractiveness of alternative business
and investment opportunities; tax considerations; liquidity of the
Issuer's securities; and other factors and future developments.
Mr. Liddell serves as the Chairman of the Issuer and therefore regularly
engages in discussions with management of the Issuer, the board of
directors of the Issuer, other shareholders of the Issuer and other
relevant parties, which discussions may include matters ranging from
the operations and conduct of the Issuer's business to considering
or exploring extraordinary corporate transactions including the events listed
in Items 4(a) through 4(j) of Schedule 13D. In connection with these
discussions, the Reporting Persons may, either directly or through one or
more affiliates, determine to take any available course of action or to
take no course of action and may at any time and from time to time take
steps to further or implement such course of action, including communicating
with the board of directors of the Issuer, members of management or other
securityholders of the Issuer, or other third parties from time to time,
taking steps to implement a course of action, including, without limitation,
engaging advisors, including legal, financial, regulatory, technical
and/or industry advisors, to assist in any review, and evaluating
strategic alternatives as they may become available, including any of the
events listed in Items 4(a) through 4(j) of Schedule 13D. Any action or
actions the Reporting Persons may undertake with respect to their investment
in the Issuer or the operations and conduct of the Issuer's business
will be dependent upon the Reporting Persons' review of numerous factors,
including those listed above, and the Reporting Persons specifically reserve
the right to change their intentions, or to formulate plans and proposals,
with respect to any or all of the matters described in this paragraph,
subject to applicable law and regulations. Also, subject to applicable
approvals from the compensation committee of the board of directors of
the Issuer, the Mr. Liddell may receive additional securities of the
Issuer in connection with its compensation program.
The information in Item 6 of this Schedule 13D is incorporated herein
by reference.
Item 5. Interest in Securities of the Issuer
(a) - (b) See items 7 through 13 on each cover page to this Schedule 13D.
(c) The response set forth in Item 3 of this Schedule 13D is incorporated
by reference in its entirety into this Item 5(c). Except as described herein,
the Reporting Persons have not effected any
transactions in the Shares during the past 60 days.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Shares beneficially owned by the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
The Issuer and the Reporting Persons are parties to the Business
Combination Agreement. Under the Business Combination Agreement,
in exchange for the transfer of allLHL ordinary shares to the Issuer,
in addition to the issuance of Shares to the LHL shareholders at the
closing of the Share Acquisition, the Issuer will issue to the
eligible LHL shareholders (including the Reporting Persons), within five
business days after the occurrence of the triggering events described below
(each a "Triggering Event"), with respect to such Triggering Event the
following number of Shares (which will be equitably adjusted for stock splits,
reverse stock splits, stock dividends, reorganizations, recapitalizations,
reclassifications, combination, exchange of shares or other like change
or transaction with respect to Shares occurring after the closing of the
Share Acquisition and upon or prior to the applicable Triggering Event)
(the "Earnout Shares"), upon the terms and subject to the conditions set
forth in the Business Combination
Agreement:
* upon the occurrence of Triggering Event I (as defined in the Business
Combination Agreement, i.e., the Issuer achieving a Share price of $14.00),
a one-time issuance of 12,536,026 Earnout Shares; and
* upon the occurrence of Triggering Event II (as defined in the Business
Combination Agreement, i.e., the Issuer achieving a Share price of $16.00),
a one-time issuance of 12,536,026 Earnout Shares.
If there is a Change of Control (as defined in the Business
Combination Agreement) during the Earnout Period (as defined in the
Business Combination Agreement) (or a definitive contract providing for
a Change of Control is entered into during the Earnout Period and such
Change of Control is ultimately consummated, even if such consummation
occurs after the Earnout Period) pursuant to which the Issuer or
its shareholders will receive consideration implying a value per Share
(as determined in good faith by the Issuer's board) of:
* less than $14.00, then no Earnout Shares will be issuable;
* greater than or equal to $14.00 but less than $16.00, then,
(a) immediately prior to such Change of Control, the Issuer will issue
12,536,026 Shares (less any Earnout Shares issued prior to such Change of
Control) and (b) thereafter, no further Earnout Shares will be issuable; or
* greater than or equal to $16.00, then, (a) immediately prior to such
Change of Control, the Issuer will issue 25,072,052 Lifezone Metals
Ordinary Shares (less any Earnout Shares issued prior to such Change of
Control), and (b) thereafter, no further Earnout Shares will be issuable.
Pursuant to the earnout arrangement under the Business Combination Agreement,
Keith Stuart Liddell may receive a maximum of 2,069,099 Shares,
Keith Stuart Liddell and Shelagh Jane Liddell jointly may receive a maximum
of 7,218,311 Shares and Shelagh Jane Liddell may receive a maximum of 193,165
Shares. A copy of the Business Combination Agreement is attached to this
Schedule 13D as Exhibit 2 hereto and is incorporated in its entirety into
this Item 6.
The Issuer entered into a Lock-Up Agreement with each of (i)
Keith Stuart Liddell and (ii) Keith Stuart Liddell
and Shelagh Jane Liddell jointly, dated as of
July 6, 2023 (the "Lock-Up Agreement"), providing that the Reporting Persons
will not, subject to certain exceptions (including the payment of taxes
arising from the Business Combination), transfer any Restricted Securities
(as defined in the Lock-Up Agreement) during the period commencing from the
date of the closing of the Share Acquisition until 180 days after such date.
A copy of the form of Lock-Up Agreement is attached to this Schedule 13D as
Exhibit 3 hereto and is incorporated in its entirety into this Item 6.
The Issuer and the Reporting Persons are parties to a Registration
Rights Agreement, dated as of July 6, 2023 (the "Registration Rights
Agreement"), by and among the Issuer, the Sponsor, the shareholders
of LHL party thereto and GoGreen, with respect to certain securities
held by the Registration Rights Holders (as defined in the Registration
Rights Agreement and including the Reporting Persons), pursuant to which
the Issuer agreed to file a shelf registration statement registering the
resale of all of the Shares of the Registration Rights Holders no later
than 30 days of the closing of the Share Acquisition. The Issuer also
agreed to provide customary "piggyback" registration rights, subject
to certain requirements and customary conditions. A copy of the
Registration Rights Agreement is attached to this Schedule 13D as Exhibit 4
hereto and is incorporated in its entirety into this Item 6.
Item 7. Material to Be Filed as Exhibits
Exhibit No. Description
1 Joint Filing Agreement, dated as of July 17, 2023, between
the Reporting Persons.
2 Business Combination Agreement, dated as of December 13, 2022,
by and among GoGreen, the
Sponsor, the Issuer, Merger Sub, LHL and Keith Liddell,
solely in his capacity as the Company
Shareholders Representative, and those shareholders of the
LHL set forth on the signature pages thereto
(incorporated by reference to Annex A to Amendment No. 2 to
the Issuer's Registration Statement on
Form F-4 (File No. 333-271300) filed with the
SEC on June 2, 2023).
3 Form of Lock-Up Agreement, by and among the Issuer and certain
LHL Shareholders (incorporated by
reference to Exhibit 10.3 to GoGreen's Current Report on Form 8-K
(File No. 001-40941) filed with the SEC on December 13, 2022).
4 Registration Rights Agreement, dated as of July 6, 2023, by
and among the Issuer, the Sponsor, certain
equityholders of LHL and GoGreen (incorporated by
reference to Exhibit 10.2 to Amendment No. 1 to
the Issuer's Registration Statement on
Form F-1 (File No. 333-272865) filed with the
SEC on July 11, 2023).
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
17 July 2023
Dated
/s/ Keith Stuart Liddell
Signature
Name: Keith Stuart Liddell
/s/ Shelagh Jane Liddell
Signature
Name: Shelagh Jane Liddell