UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2021~~2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-40941

GOGREEN INVESTMENTS CORPORATION

(Exact name of registrant as specified in its charter)

Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One City Centre

1021 Main Street, Suite 1960

Houston, TX

77002

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (713) 337-4075

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:	Trading Symbol(s)	Name of Each Exchange on Which Registered:
Title of each class:	Trading Symbol(s)	Name of each exchange on which registered:
Units, each consisting of one Class A Ordinary Share and one-half of one Redeemable Warrant	GOGN.U	The New York Stock Exchange
Class A Ordinary Shares, par value $0.0001 per share	GOGN	The New York Stock Exchange
Redeemable Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	GOGN.WS	The New York Stock Exchange
Redeemable Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share	GOGN.WS	The New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See ~~definition~~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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b) . ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

The ~~registrant’s~~ ~~shares~~aggregate ~~were~~market ~~not listed on any exchange and had no~~ value as of the ~~last business day of the second fiscal quarter of~~outstanding ~~2021. The registrant’s units began trading on the New York Stock Exchange on October 21, 2021, and the registrant’s Class A ordinary~~ shares ~~and~~of ~~warrants began trading on~~ the ~~New~~ ~~York Stock Exchange on December 13, 2021. Accordingly, there was no market value for the~~ registrant’s ~~common equity as of the last business day of the second fiscal quarter of 2021.The aggregate market value of the~~ Class A ordinary shares ~~outstanding~~, other than shares held by persons who may be deemed affiliates of the registrant, ~~computed~~ computed by reference to the closing price for the Class A ordinary shares on ~~December~~June 3130, ~~2021~~2022, as reported on the New York Stock Exchange was $~~273~~276,~~516~~552,000.

As of ~~March~~February 3124, ~~2022~~2023, there were 28,935,000 Class A ordinary shares, par value $0.0001 per share, and 6,900,000 Class B ordinary shares, par value $0.0001 per share, of the ~~registrant~~ registrant issued and outstanding.

TABLE OF CONTENTS

		PAGE
Item 1.	Business	1
PART I		1
Item 1A.	Risk Factors	20
Item 1.	Business.	1
Item 1B.	Unresolved Staff Comments	21
Item 1A.	Risk Factors.	25
Item 2.	Properties	21
Item 1B.	Unresolved Staff Comments.	27
Item 3.	Legal Proceedings	21
Item 2.	Properties.	27
Item 4.	Mine Safety Disclosures	21
Item 3.	Legal Proceedings.	27
PART II
Item 4.	Mine Safety Disclosures.	27
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	22
PART II		28
Item 6.	Reserved	23
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	28
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 6.	[Reserved]	28
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	29
Item 8.	Financial Statements and Supplementary Data	26
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	33
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	27
Item 8.	Financial Statements and Supplementary Data.	33
Item 9A.	Controls and Procedures	27
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	33
Item 9B.	Other Information	27
Item 9A.	Controls and Procedures.	33
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	27
Item 9B.	Other Information.	34
PART III
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	34
Item 10.	Directors, Executive Officers and Corporate Governance	28
PART III		35
Item 11.	Executive Compensation	34
Item 10.	Directors, Executive Officers and Corporate Governance.	35
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	35
Item 11.	Executive Compensation.	43
Item 13.	Certain Relationships and Related Transactions, and Director Independence	36
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	44
Item 14.	Principal Accountant Fees and Services	38
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	45
PART IV
Item 14.	Principal Accountant Fees and Services.	48
Item 15.	Exhibit and Financial Statement Schedules	39
PART IV		50
Item 16.	Form 10-K Summary	39
Item 15.	Exhibit and Financial Statement Schedules.	50
Item 16.	Form 10-K Summary.	50

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Report (as defined below), including, without limitation, statements under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act (as defined below) and Section 21E of the Exchange Act (as defined below). These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other business combination and any other statements that are not statements of current or historical facts. These statements are based on management’s current expectations, but actual results may differ materially due to various factors, including, but not limited to:

● our ability to complete our initial business combination (as defined below), including the Lifezone Business Combination (as defined below);

●

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

●

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements;

●

our potential ability to obtain additional financing to complete our initial business combination;

	●	the ability of our officers and directors to generate a number of potential acquisition opportunities;

	●	our pool of prospective target businesses;

●

the ability of our officers and directors to generate a number of potential acquisition opportunities;

●

our public securities’ potential liquidity and trading;

●

the lack of a market for our securities;

● the use of proceeds not held in the trust account (as defined below) or available to us from interest income on the trust account balance; or

●

our financial performance.

The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Unless otherwise stated in this Report, or the context otherwise requires, references to:

● “amended and restated memorandum and articles of association” are to our memorandum and articles of association in effect upon completion of our initial public offering (as defined below); ● “ASC” are to the FASB (as defined below) Accounting Standards Codification;

● “board of directors” or “board” are to the board of directors of the Company;

● “Citrin” are to Citrin Cooperman & Company, LLP, our independent registered public accountants;

	●	“board of directors,” “board” or “directors” are to the board of directors of the Company (as defined below);

	●	“business combination” are to a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses;

●

“Citrin” are to Citrin Cooperman & Company, LLP, our independent registered public accountants;

●

“Class A ordinary shares” are to the shares of Class A ordinary shares of the Company, par value $0.0001 per share;

● “Class B ordinary shares” are to the shares of Class B ordinary shares of the Company, par value $0.0001 per share;

	●	“Class B ordinary shares” are to the shares of Class B ordinary shares of the Company, par value $0.0001 per share;

	●	“Combination Period” are to the 18-month period (or up to 21 months if the Company further extends the period of time to consummate its initial business combination in accordance with the terms described in this Report), from the closing of the initial public offering to April 25, 2023, that the Company has to consummate an initial business combination;

● “Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; ● “Company,” “our Company,” “we” or “us” are to GoGreen Investments Corporation;

● “Continental” are to Continental Stock Transfer & Trust Company, trustee of our trust account ~~(as defined below)~~ and warrant agent of our public warrants (as defined below);

● “directors” are to our current directors;

●

“DWAC System” are to the Depository Trust Company’s Deposit/Withdrawal At Custodian System;

● “Exchange Act” are to the Securities Exchange Act of 1934, as amended; ● “Extension” are to the extension of the date by which we must consummate an initial business combination from January 25, 2023 to April 25, 2023 in accordance with our amended and restated memorandum and articles of association; ● “Extension Note” are to the promissory note issued by the Company to our sponsor (as defined below) in the principal amount of $2,760,000 in connection with the Extension; ● “Extension Payment” are to the $2,760,000 (representing $0.10 per public share) deposited into the trust account in connection with the Extension;

~~● “FINRA” are to the Financial Industry Regulatory Authority;~~iii

● “~~founder shares~~FASB” are to ~~our~~the ~~Class~~Financial BAccounting ~~ordinary~~Standards ~~shares~~Board; ~~initially~~● ~~purchased~~“FINRA” byare ~~our sponsor in a private placement prior~~ to ~~our initial public offering and, unless~~ the ~~context~~Financial ~~otherwise~~Industry ~~requires,~~Regulatory ~~our Class A ordinary shares issued upon the conversion thereof as provided herein~~Authority;

●

“founder shares” are to the Class B ordinary shares initially purchased by our sponsor in a private placement and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination as described herein (for the avoidance of doubt, such Class A ordinary shares will not be “public shares” (as defined below));

●

“GAAP” are to the accounting principles generally accepted in the United States of America;

●

“IFRS” are to the International Financial Reporting Standards, as issued by the International Accounting Standards Board;

● “initial business combination” are to a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses;

●

“initial holders” are to our sponsor and the other holders of our founder shares prior to our initial public offering;

● “initial public offering” or “IPO” are to the initial public offering that was consummated by the Company on October 25, 2021;

●

“Investment Company Act” are to the Investment Company Act of 1940, as amended;

●

“IPO Registration Statement” are to the registration statement on Form S-1 initially filed with the SEC June 4, 2021 (File No. 333-256781), as amended;

●

“JOBS Act” are to the Jumpstart Our Business Startups Act of 2012;

● “letter agreement” ~~refers~~are to the letter agreement entered into by and between the Company and our sponsor, officers and directors, the form of which was filed as an exhibit to the IPO Registration Statement; ● “LHL” are to Lifezone Holdings Ltd, an Isle of Man company; ● “Lifezone Ancillary Documents” are to the ancillary documents referred to in the Lifezone Business Combination Agreement (as defined below); ● “Lifezone Business Combination” are to the proposed business combination to be entered into subject to and upon the terms and conditions of the Lifezone Business Combination Agreement; ● “Lifezone Business Combination Agreement” are to the business combination agreement, dated as of December 13, 2022, by and among the Company, Lifezone Holdings (as defined below), our sponsor, Merger Sub (as defined below), Lifezone and the Lifezone Shareholders Representative (as defined below); ● “Lifezone Metals” are to Lifezone Metals Limited, an Isle of Man company; ● “Lifezone Registration Statement” are to the registration statement of Lifezone Holdings required to be filed in connection with the Lifezone Transactions, which will contain a proxy statement of the Company;

~~● “management” or our “management team” are to our officers and directors;~~iv

● “~~NYSE~~LHL Shareholders” are to the ~~New~~shareholders ~~York~~of ~~Stock~~Lifezone ~~Exchange~~party to the Lifezone Business Combination Agreement; ● “LHL Shareholders Representative” are to Keith Liddell, solely in his capacity as the Lifezone Shareholders Representative; ● “LHL Transactions” are to the transactions completed by the Lifezone Business Combination Agreement and the Lifezone Ancillary Documents;

	●	“management” or our “management team” are to our officers and directors;

	●	“Merger” are to the merger, pursuant to the Lifezone Business Combination Agreement, of the Company with and into Merger Sub, with Merger Sub surviving the merger and the security holders of the Company (other than the security holders of the Company electing to redeem their ordinary shares or exercising their dissenters’ rights) becoming security holders of Lifezone Holdings in accordance with the Companies Act;

	●	“Merger Sub” are to Aqua Merger Sub, a Cayman Islands exempted company;

	●	“New Registration Rights Agreement” are to the registration rights agreement to be entered into at the closing of the Share Acquisition (as defined below), by and among Lifezone Holdings, certain Lifezone equityholders, certain Company equityholders, our sponsor and the Company;

	●	“NYSE” are to the New York Stock Exchange;

●

“ordinary shares” are to the Class A ordinary shares and the Class B ordinary shares;

●

“PCAOB” are to the Public Company Accounting Oversight Board (United States);

●

“placement shares” are to the 1,335,000 Class A ordinary shares included as part of the placement units purchased by our sponsor in the private placement;

●

“placement units” are to the 1,335,000 units purchased by our sponsor in the private placement, each placement unit consisting of one placement share and one-half of one placement warrant;

iii

●

“placement warrants” are to redeemable warrants to purchase an aggregate of 667,500 of our Class A ordinary shares included as part of the placement units purchased by our sponsor in the private placement;

● “private placement” ~~refers~~are to the private placement of 1,335,000 units purchased by our sponsor, which occurred simultaneously with the completion of our initial public offering, at a purchase price of $10.00 per unit for a total purchase price of $13.35 million;

●

“public shares” are to our Class A ordinary shares offered as part of the units in our initial public offering (whether they were subscribed for in our initial public offering or acquired thereafter in the open market);

●

“public shareholders” are to the holders of our public shares, including our initial holders and management team to the extent our initial holders and/or members of our management team purchase public shares, provided that each initial holder’s and member of our management team’s status as a “public shareholder” shall only exist with respect to such public shares;

●

“public units” are to the units sold in our initial public offering, which consist of one public share and one-half of one public warrant;

●

“public warrants” are to the redeemable warrants included as part of the units in our initial public offering (whether they were subscribed for in our initial public offering or acquired in the open market);

● “~~Registration Statement~~Report” are to ~~the~~this ~~Form~~Annual ~~S-1~~Report ~~initially~~on ~~filed~~Form ~~with~~10-K for the ~~SEC~~fiscal ~~June~~year 4,ended ~~2021~~December ~~(File No. 333-256781)~~31, ~~as amended~~2022;

● “Report” are to this Annual Report on Form 10-K for the fiscal year ended December 31, 2021;

●

“Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002;

●

“SEC” are to the U.S. Securities and Exchange Commission;

●

“Securities Act” are to the Securities Act of 1933, as amended;

● “Share Acquisition” are to the acquisition, pursuant to the Lifezone Business Combination Agreement, by Lifezone Holdings of all of the issued and outstanding share capital of the Lifezone from the Lifezone Shareholders in exchange for the issuance of Lifezone Holdings ordinary shares and, if applicable, the issuance of Earnout Shares (as defined in the Lifezone Business Combination Agreement), pursuant to which Lifezone will become a direct wholly owned subsidiary of Lifezone Holdings; ● “SPACs” are to special purpose acquisition companies; ● “sponsor” are to GoGreen Sponsor 1 LP, a Delaware limited partnership. The general partner of GoGreen Sponsor 1 LP is GoGreen Holdings 1 LLC, a Delaware limited liability company, the managing member of which is our Chairman and Chief Executive Officer, and each of our officers and directors is a limited partner of GoGreen Sponsor I LP;

● “~~trust~~Sponsor Lock-Up Agreement” are to the lock-up agreement to be entered into by our sponsor in connection with the Share Acquisition; ● “Sponsor Support Agreement” are to the sponsor support agreement, dated as of December 13, 2022, by and among our sponsor, the Company, Lifezone Holdings and Lifezone; ● “Trust account” are to the U.S.-based trust account in which an amount of $281,520,000 from the net proceeds of the sale of the units (as defined below) in the initial public offering and ~~private~~ placement units was placed following the closing of the initial public offering.

● “units” are to our public units and ~~private~~placement units;

● “warrants” are to our redeemable warrants, which include the public warrants as well as the placement warrants; and ● “working capital loans” are to funds that, in order to provide working capital or finance transaction costs in connection with a business combination, the initial holders or an affiliate of the initial holders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company.

~~● “we,” “us,” “Company” or “our Company” are to GoGreen Investments Corporation.~~vi

PART I

Item 1. Business.

Overview

We are a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting an initial business combination.

While our efforts to identify a target business may span many industries and regions worldwide, we ~~intend~~have to primarily ~~focus~~focused our search for prospects within the clean/renewable energy (“energy transition”) space.

We intend to ~~efficiently identify and~~ complete an initial business combination with a business that is actively engaged in creating and deploying technology, services, or other offerings that contribute to energy transition in the power generation, industrial, transportation, or other industries. We may also seek a target in disruptive technology industries more broadly, but which still falls within our target of de-carbonization space. However, we are not limited to these industries and we may pursue a business combination opportunity with any business or in any industry we choose.

We believe we are well positioned to draw upon a vast network across the energy transition and conventional energy sectors to identify opportunities with the potential to generate attractive risk-adjusted returns for our shareholders.

We broadly define the energy transition sector to include, but not be limited to:

●

Utility scale solutions to address issues related to the dislocations caused by renewable power generation through either power storage or clean transportation fuel solutions;

●

Hydrogen solutions for power storage, generation and transportation;

●

Software solutions for managing and improving reliability of renewable power generation;

●

Carbon capture and sequestration;

●

Integrated case-specific solutions for reliable renewable power generation supply and storage;

●

De-carbonization solutions for oil and gas, conventional power generation, agriculture, chemicals, shipping, mining, cement and other industries; and

●

Upstream raw materials supply solutions and downstream mobility solutions for electrification.

Initial Public Offering

On October 25, 2021, we consummated our initial public offering of 27,600,000 units. Each unit consists of one Class A ordinary share, and one-half of one redeemable warrant of the Company, with each whole warrant entitling the holder thereof to purchase one Class A ordinary share for $11.50 per whole share. The units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $276,000,000.

Simultaneously with the closing of the initial public offering, we completed the private sale of an aggregate of 1,335,000 placement units to our sponsor at a purchase price of $10.00 per placement unit, generating gross proceeds of $13,350,000.

A total of $281,520,000, ~~comprised~~ comprised of $270,480,000 of the proceeds from the initial public offering and a portion of the $13,350,000 of the proceeds of the sale of the placement units was placed in the trust account maintained by Continental, acting as trustee.

It is the job of our sponsor and management team to complete our initial business combination. Our management team is led by John Dowd, our Chief Executive Officer and Chairman, and Vikas Anand, our Chief Development Officer, who have many years of experience in identifying, investing, growing and operating businesses in diverse sectors, including our targeted ones. We must complete our initial business combination by January 25, 2023, 15 months from the closing of our initial public offering. If our initial business combination is not consummated by January 25, 2023, then our existence will terminate, and we will distribute all amounts in the trust account. However, if we anticipate that we may not be able to consummate our initial business combination by January 25, 2023, we may, but are not obligated to, extend the period of time to consummate a business combination by an additional three months, up to two times (for a total of up to 21 months, or until July 25, 2023, to complete a business combination); provided that our sponsor (or its affiliates or designees) must deposit into the trust account additional funds of $2,760,000 (or $0.10 per share) for each of the available three-month extensions, for a total payment of up to $5,520,000 (or $0.20 per share), in exchange for a non-interest bearing, unsecured promissory note. Our public shareholders will not be afforded an opportunity to vote on our extension of time to consummate an initial business combination from 15 months to up to 21 months described above or to redeem their shares in connection with such extension.

~~Market~~We ~~Opportunity~~originally had up to 15 months from the closing of our initial public offering, or until January 25, 2022, to consummate an initial business combination. However, our amended and restated memorandum and articles of association provide that we may, but are not obligated to, extend the period of time to consummate a business combination by an additional three months, up to two times (for a total of up to 21 months, or until July 25, 2023, to complete a business combination); provided that our sponsor (or its affiliates or designees) must deposit into the trust account additional funds of $2,760,000 (or $0.10 per share) for each of the available three-month extensions, for a total payment of up to $5,520,000 (or $0.20 per share), in exchange for a non-interest bearing, unsecured promissory note. Our public shareholders will not be afforded an opportunity to vote on our extension of time to consummate an initial business combination from 15 months to up to 21 months described above or to redeem their shares in connection with such extension.

~~Concerns~~On ~~regarding~~January ~~climate~~18, 2023, our ~~change~~sponsor ~~are~~requested ~~rapidly~~that ~~changing~~we extend the ~~global~~date ~~energy~~by ~~sector~~which we must consummate an initial business combination from January 25, 2023 to April 25, 2023. In connection with the Extension, on January 19, 2023, we issued the Extension Note in the principal amount of $2,760,000 to our sponsor. Also on January 19, 2023, our sponsor deposited the Extension Payment of $2,760,000 (representing $0.10 per public share) into the trust account. This deposit enabled the Company to implement the Extension. The Extension is the first of two three-month extensions permitted under the Company’s governing documents, as described above.

~~While~~We ~~efforts~~must tocomplete ~~infuse~~our ~~clean~~initial ~~and~~business ~~renewable~~combination ~~sources~~by ~~into~~April a25, ~~fossil~~2023 ~~fuel-dominated world~~(or ~~have~~July ~~been~~25, ~~ongoing~~2023 ~~for~~if ~~decades,~~we ~~progress~~fully ~~was~~extend ~~stymied~~the byperiod ~~clean~~of ~~energy’s~~time to consummate our initial business combination ~~lower~~in ~~returns~~accordance with the terms described in this Report), ~~higher~~18 ~~costs~~months ~~and~~from ~~over-reliance on~~the ~~government~~closing ~~subsidies~~of ~~and~~our ~~regulation~~initial public offering. ~~For~~If ~~years~~our initial business combination is not consummated by April 25, ~~wind~~2023 ~~and~~(or ~~solar~~July ~~projects~~25, ~~were~~2023 ~~considered too~~if ~~expensive~~we ~~relative~~fully extend the period of time to ~~coal~~consummate our initial business combination in accordance with the terms described in this Report), then our existence will terminate, and ~~natural~~we ~~gas~~will ~~options~~distribute all amounts in the trust account.

~~Over~~Proposed ~~the~~Lifezone ~~past~~Business decade, however, the cost of wind and solar power has dropped to a competitive level, technologies have advanced and heightened environmental concerns are highlighting clean energy benefits and driving new regulations and worldwide decarbonization plans. Since 2010, the cost of energy has dropped by 82% for photovoltaic solar, by 47% for concentrated solar energy (CSP), by 39% for onshore wind and by 29% for wind offshore according to the International Renewable Energy Agency.Combination

AsBusiness aCombination result, we have seen an acceleration in the energy transition away from a reliance on fossil fuels and toward a widespread acceptance of cleaner, more reliable energy systems. In 2019, U.S. annual energy consumption from renewable sources exceeded coal consumption for the first time since before 1885 and electricity generated from renewable sources represented almost three quarters of new power capacity added in 2019. We believe that we are leaving behind the 20th century of fossil fuels to become the 21st century of clean electrification, where decarbonization of industrial sectors such as mining and manufacturing represent a massive untapped opportunity.Agreement

~~This~~On ~~energy~~December ~~transition~~13, is2022, the ~~likely~~Company, toLifezone ~~continue~~Metals, ~~for~~our ~~decades~~sponsor, ~~providing~~Merger Sub, LHL, the ~~potential~~LHL Shareholders Representative and the LHL Shareholders entered into the Lifezone Business Combination Agreement, pursuant to ~~alter~~which, ~~global~~subject ~~economies~~to the satisfaction or waiver of certain conditions precedent in the Lifezone Business Combination Agreement, the following transactions will occur: (a) the merger of the Company with and ~~geopolitics~~into Merger Sub, ~~employ~~with ~~millions~~Merger Sub surviving the merger and the security holders of the Company (other than the security holders of the Company electing to redeem their ordinary shares or exercising their dissenters’ rights) becoming security holders of Lifezone Metals in accordance with the Companies Act, (b) the automatic conversion and ~~improve~~exchange ~~lives~~of (i) each issued and outstanding public warrant of the Company for the right to receive one Lifezone Metals public warrant and (ii) each issued and outstanding private warrant of the Company (whether or not a whole warrant) into the right to receive one Lifezone Metals private warrant, (c) the acquisition by Lifezone Metals of all of the issued and outstanding share capital of LHL from the LHL Shareholders in exchange for the issuance of Lifezone Metals ordinary shares and, if applicable, the issuance of Earnout Shares (as ~~electricity~~defined ~~becomes~~in ~~more~~the ~~reliable~~Lifezone Business Combination Agreement), pursuant to which LHL will become a direct wholly owned subsidiary of Lifezone Metals, and ~~accessible~~(d) the ~~around~~other transactions contemplated by the ~~world~~Business Combination Agreement and the Lifezone Ancillary Documents referred to therein. ~~Most~~Unless ~~recent~~otherwise ~~supply~~indicated, ~~chain~~capitalized ~~disruptions~~terms used in this section of this Report titled “Lifezone Business Combination” but not defined have ~~created~~the ~~new~~respective ~~opportunity~~meanings given to them ~~set~~in the Lifezone Business Combination Agreement. References herein to ~~de-bottleneck~~the ~~electrification~~“Company” ~~supply~~refer ~~chain~~to GoGreen Investments Corporation for all periods prior to completion of the Merger, and to Merger Sub, as the surviving company, for all periods after completion of the Merger.

~~Because~~In itconsideration isfor inthe ~~its infancy~~Merger, each shareholder of the ~~energy~~Company ~~transition~~will ~~industry~~receive isone ~~currently~~Lifezone aMetals ~~highly~~ordinary ~~fragmented~~share and ~~rapidly~~one ~~evolving~~Lifezone ~~segment~~Metals ~~that~~warrant ~~stands~~for toeach ~~benefit~~ordinary ~~from~~share and ~~exponential~~whole ~~disruptive growth~~warrant they hold in the ~~coming~~Company, ~~years~~respectively, immediately prior to the Merger. ~~Today,~~In ~~hundreds~~accordance with the terms and subject to the conditions of ~~private~~the ~~companies~~Lifezone inBusiness Combination Agreement, the ~~energy~~consideration ~~transition~~to ~~sector~~be ~~are~~received ~~being~~by ~~aided~~the LHL Shareholders (fully diluted for the exercise of LHL options and restricted stock units granted by LHL (a) ~~confluence~~payable in LHL ordinary shares or (b) the value of ~~positively~~which ~~changing~~is ~~marketplace~~determined ~~dynamics,~~with ~~emerging~~reference ~~clean~~to ~~technological~~the ~~solutions~~value of the shares of LHL, ~~social~~whether or not exercisable and ~~customer~~whether ~~demands~~or not vested (“LHL RSUs”)) in connection with the Share Acquisition will be the issuance of an aggregate number of Lifezone Metals ordinary shares equal to (a) $626,801,280 divided by (b) $10.00. As additional consideration for ~~clean~~the ~~energy~~LHL ordinary shares acquired by Lifezone Metals in connection with the Share Acquisition, ~~and~~Lifezone ~~increasing~~Metals ~~government~~will issue to eligible LHL Shareholders up to an aggregate of 25,072,052 Earnout Shares, subject to certain ~~policy~~triggering ~~support~~events, ~~around~~as described further in the ~~world~~Lifezone Business Combination Agreement.

~~Our~~In ~~objective~~connection iswith tothe ~~facilitate~~closing ~~capital~~of ~~access~~the toShare ~~companies~~Acquisition ~~that~~(the ~~are~~“Share ~~contributing~~Acquisition toClosing”), ~~energy~~unvested ~~transition,~~LHL ~~understanding~~options ~~that~~will wevest ~~are~~and inbecome ~~the~~exercisable ~~early~~and ~~stages~~the vesting of ~~this~~LHL ~~disruption,~~ RSUs will accelerate and ~~must~~holders ~~first~~of ~~bridge~~LHL awards will have the ~~gap~~opportunity ~~between~~to ~~traditional~~exercise their LHL options and ~~green~~settle ~~energy.~~their LHL AsRSUs, ain ~~result~~each case, wesubject ~~will~~to ~~focus~~full onpayment ~~products,~~of ~~technologies~~the applicable exercise price or ~~services~~call ~~sold~~price. LHL ordinary shares delivered pursuant to ~~utilities,~~the ~~developers~~exercise or ~~industrial~~settlement ~~companies,~~of ~~including~~a LHL equity award will be treated the same as other LHL ordinary shares in connection with the Share Acquisition Closing. On the Share Acquisition Closing, ~~but~~any unexercised LHL options or LHL RSUs whose call price is not ~~limited~~paid ~~to,~~in ~~technologies~~full will lapse for ~~carbon~~no ~~sequestration~~consideration.

As more intermittent power such as wind or solar are added to the electric grid, erratic electricity prices become more common. Investment in utility-scale power storage solutions, or innovative large-scale battery technology is needed. This is starting to occur. The U.S. Energy Information Administration reported that, between 2010 and the end of 2018, utility scale battery storage systems increased power capacity by almost 15x and energy capacity by almost 59x. Meanwhile, lithium-ion battery pack prices have fallen 89% in real terms between 2010 and 2020, according to BloombergNEF, facilitating continued capacity expansion. Over the last decade most investments in battery technology were geared towards high power density battery solutions used in mobility. Our team sees new utility scale storage technologies emerging in the near future that will help to solve the problem of grid reliability in a safe way as renewables intermittent generation continues to augment baseload conventional generation.2

~~The~~Representations ~~quest for carbon neutrality~~ and reduced carbon emissions will remain a global priority for years to come, and breakthrough technologies will be critical to that success. We believe that companies operating in and contributing to this critical energy transition will continue to need and benefit from broader access to public capital markets as that dynamic proceeds.Warranties

2Under the Lifezone Business Combination Agreement, the Company has made customary representations and warranties to LHL, Lifezone Metals and the LHL Shareholders relating to, among other things, organization and standing, due authorization and binding agreement, governmental approvals, non-contravention, capitalization, SEC filings, financial statements, internal controls, absence of certain changes, compliance with laws, actions, orders and permits, taxes and returns, employees and employee benefit plans, properties, material contracts, transactions with related persons, the Investment Company Act and the JOBS Act, finders’ and brokers’ fees, sanctions and certain business practices, private placements, insurance, no misleading information supplied, the trust account and acknowledgement of no further representations and warranties.

Under the Lifezone Business Combination ~~Strategy~~Agreement, Lifezone Metals has made customary representations and ~~Deal~~warranties ~~Origination~~to the Company, LHL and the LHL Shareholders relating to, among other things, organization and standing, due authorization and binding agreement, governmental approvals, non-contravention, capitalization, limited activities, finders’ and brokers’ fees, Investment Company Act, taxes and no misleading information supplied.

~~Our~~Under ~~business~~the ~~strategy~~Lifezone ~~is to~~Business ~~identify~~Combination ~~and~~Agreement, ~~complete~~LHL ~~our~~has ~~initial~~made ~~business~~customary ~~combination~~representations ~~with~~and awarranties ~~business~~(on ~~that~~behalf ~~can~~of ~~benefit~~itself ~~from~~and its subsidiaries) to the ~~strategic~~Company relating to, ~~operational~~among other things, organization and ~~transactional~~standing, due authorization and binding agreement, capitalization, company subsidiaries, ~~experience~~governmental approvals, non-contravention, financial statements, absence of ~~our~~certain ~~management~~changes, ~~team.~~compliance Wewith ~~believe~~laws, ~~that~~permits, ~~our~~litigation, material ~~management~~contracts, ~~team~~intellectual isproperty, ~~well~~taxes ~~positioned~~and toreturns, ~~identify~~real ~~attractive~~property, ~~business~~personal ~~combination~~property, employee matters, benefit plans, environmental ~~opportunities~~matters, intransactions ~~industries~~with related topersons, ~~energy~~insurance, ~~transition~~data asprotection ~~well~~and ascybersecurity, insanctions ~~broader~~and ~~disruptive~~certain ~~technology~~business ~~sectors~~practices, ~~which~~Investment Company ~~provide~~Act, anfinders’ ~~opportunity for~~and ~~transformational~~brokers’ ~~growth~~fees ~~driven~~and byno ~~de-carbonization~~misleading information supplied.

~~Our~~Under ~~acquisition~~the ~~and~~Lifezone ~~value~~Business ~~creation~~Combination ~~strategy~~Agreement, ~~has~~each ~~been~~LHL ~~and~~Shareholder ~~will~~has ~~continue~~made tocustomary berepresentations ~~to identify~~ and ~~enter~~warranties ~~into~~(with arespect ~~business~~to ~~combination~~itself ~~with~~only) ato ~~business in~~ the ~~energy transition~~Company, ~~sector~~Lifezone Metals and, ~~after~~LHL ~~our~~relating ~~initial business combination~~to, ~~enhance~~among ~~the~~other ~~shareholder returns for the post-combination business utilizing the expertise of our management team~~things, ~~board,~~organization and ~~executive advisors~~standing, ~~many~~due ofauthorization ~~whom~~and ~~are~~binding ~~recognized~~agreement, ~~experts~~share ~~in the energy transition sector.~~ownership, ~~Our~~governmental ~~business~~approvals, ~~combination~~non-contravention, ~~strategy~~litigation, ~~will~~certain ~~leverage~~investment ~~the~~representations, ~~following~~finders’ ~~attributes~~and ofbrokers’ ~~our~~fees ~~management team, board,~~ and no ~~executive~~misleading ~~advisors:~~information supplied.

● Broad network, proprietary contacts, corporate relationships (including financing providers and investment market participants, private equity groups, renewables developers, research institutes, think tanks supporting de-carbonization efforts around the world, investment banks, accounting firms, target management teams and companies or individuals that represent sellers) and industry experience of our management team and executive advisors developed through extensive experience in investing, operating, marketing and growing businesses in the energy transition industry;Covenants

●The ~~Ability~~Lifezone Business Combination Agreement includes customary covenants of the parties including, among other things, (i) the conduct of their respective business operations prior to ~~enact~~the ~~positive~~consummation ~~transformation~~of the LHL Transactions, ~~attractive~~(ii) ~~revenue~~using commercially reasonable efforts to obtain relevant approvals and ~~relationship~~comply with ~~growth~~all applicable listing requirements of the NYSE in connection with the LHL Transactions and (iii) using commercially reasonable efforts to consummate the LHL Transactions and to comply as promptly as practicable with all requirements of governmental authorities applicable to the LHL Transactions. The Lifezone Business Combination Agreement also contains additional covenants of the parties, ~~operational~~including ~~enhancements~~covenants providing for the Company, LHL and ~~efficiencies~~Lifezone Metals to ~~grow~~use ~~shareholder~~commercially ~~value~~reasonable ~~pre~~efforts to file, and ~~post~~to ~~business~~cooperate ~~combination~~with ~~closing;~~each other to prepare the Lifezone Registration Statement, which will contain a proxy statement of the Company.

●Conditions ~~Augmentation of capabilities surrounding capital allocation, and scaling up target technologies with utility customer base and/or solving issues related~~ to ~~the reliability of the renewable energy sources operations on the utility scale.~~Closing

~~Our~~The ~~management~~respective ~~team, board,~~obligations ~~and~~of ~~executive~~each ~~advisors~~party ~~have~~to ~~reached~~consummate ~~out~~the ~~and~~LHL ~~will~~Transactions, ~~continue~~including tothe ~~reach~~Merger, ~~out~~are subject to ~~their~~the ~~global~~satisfaction, ~~networks~~or towritten ~~articulate~~waiver ~~our~~(where ~~potential business combination~~permissible), ~~target~~by ~~search~~LHL ~~parameters~~ and ~~commence~~ the ~~pursuit~~Company ~~and diligence~~ of ~~prospective~~the ~~leads.~~following conditions:

We● ~~target businesses both within~~ the ~~U.S.~~unconditional ~~and~~approval ~~internationally,~~by ~~which~~the ~~have~~Tanzanian ~~scalable~~Fair ~~applications~~Competition ~~and~~Commission ~~global ambitions. The experience, maturity and judgment~~ of ~~our management~~the ~~will~~LHL ~~guide our process.~~Transactions;

We● may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination. We intend to acquire a business with an enterprise value significantly above the ~~net~~Company’s ~~proceeds~~shareholders ofhaving ~~our~~approved ~~initial public offering~~ and ~~the~~adopted ~~sale of~~ the ~~placement~~Shareholder ~~units.~~Approval ~~Depending~~Matters on(as ~~the~~defined ~~size~~in of the ~~transaction~~Lifezone orBusiness ~~the~~Combination number of public shares we become obligated to redeem, we may potentially utilize several additional financing sources, including but not limited to the issuance of additional securities to the sellers of a target business, debt issued by banks or other lenders or the owners of the target, a private placement to raise additional funds, or a combination of the foregoing.Agreement);

If● wethe ~~are~~absence ~~unable~~of toany ~~complete our~~law ~~initial~~or ~~business~~governmental ~~combination because we do not have sufficient funds available to us~~order, ~~we will be forced to cease operations and liquidate the trust account. In addition~~inquiry, ~~following~~proceeding ~~our initial business combination, if cash on hand is insufficient to meet our obligations~~ or ~~our~~ ~~working~~other ~~capital~~action ~~needs,~~in weTanzania ~~may~~that ~~need~~would toprohibit ~~obtain~~the ~~additional~~LHL ~~financing.~~Transactions;

~~Business~~● ~~Combination~~the ~~Criteria~~Company having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g) of the Exchange Act) remaining at the Share Acquisition Closing after giving effect to any redemptions by the Company’s shareholders;

Our management team and members of the board of directors share a similar, growth-oriented and value-creating investment philosophy. We intend to employ a proactive acquisition strategy focused on companies that have demonstrated a potential for future growth through the deployment of emerging technologies.3

We● ~~have identified~~ the ~~following criteria~~Lifezone ~~that~~Metals weordinary ~~believe~~shares ~~are~~(including ~~important~~those into ~~evaluating~~be ~~prospective~~issued ~~target~~pursuant ~~businesses.~~to Wethe ~~have~~Lifezone ~~used~~Business ~~and~~Combination ~~will~~Agreement ~~continue~~(including tothe ~~use~~Earnout ~~these~~Shares) ~~criteria~~ and ~~guidelines~~the inSubscription ~~evaluating~~Agreements ~~acquisition~~(as ~~opportunities,~~defined ~~but~~below)) weand ~~may~~Lifezone ~~decide~~Metals towarrants ~~enter~~(including ~~into~~the ~~our~~ordinary ~~initial~~shares ~~business~~underlying ~~combination~~such ~~with~~warrants) ahaving ~~target business~~been ~~that~~approved ~~does~~for ~~not~~listing ~~meet~~on ~~these~~the ~~criteria~~NYSE, ~~and~~subject ~~guidelines.~~only ~~We seek~~ to ~~acquire~~official ~~companies~~notice ~~that we believe will have:~~thereof;

● ~~The~~the ~~potential~~Lifezone toRegistration Statement (and any amendments and supplements) shall have abecome ~~market~~effective ~~capitalization~~in accordance with the provisions of ~~above~~the $1Securities ~~billion~~Act, ~~post~~no stop order shall have been issued by the ~~initial~~SEC ~~business~~that ~~combination~~remains ~~closing~~in effect with respect to the Lifezone Registration Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and not withdrawn; and

● ~~Attractive~~the ~~risk-adjusted~~memorandum ~~returns~~of ~~for~~association ~~our~~and ~~warrant~~articles ~~holders~~of association of Lifezone Metals shall have been amended and ~~shareholders;~~restated according to the Lifezone Business Combination Agreement.

3Conditions to the Obligations of LHL and the LHL Shareholders

●The ~~Sustainable~~obligations ~~solutions~~of ~~that~~LHL ~~have~~and the aLHL ~~strong~~Shareholders ~~environmental,~~to ~~social~~consummate the LHL Transactions are subject to the satisfaction, ~~governance~~or written waiver (~~ESG)~~by ~~component~~LHL, ~~and~~where ~~enable~~permissible) of ~~carbon~~the ~~emission~~following ~~reduction/de-carbonization;~~conditions:

● Athe ~~business~~representations ~~model~~and ~~with~~warranties ~~positive~~of ~~environmental~~the Company and ~~social~~Lifezone ~~impact,~~Metals ~~taking~~being ~~into~~true ~~account stakeholders, employees~~ and ~~the~~correct ~~community,~~as ~~without~~determined ~~sacrificing~~in aaccordance ~~financial~~with ~~return~~the ~~for~~Lifezone ~~our~~Business ~~shareholders~~Combination Agreement;

● Aeach ~~company~~of ~~that~~the ~~would~~Company, ~~benefit~~Lifezone ~~from~~Metals ~~our~~and ~~management~~Merger ~~team’s~~Sub ~~operating~~having ~~expertise,~~performed ~~technical~~in ~~expertise,~~all ~~structuring~~material ~~expertise,~~respects ~~extensive~~all ~~network,~~of ~~insight~~its obligations and ~~capital~~complied ~~markets~~in ~~expertise~~all inmaterial ~~energy~~respects ~~transition~~with all of its agreements and covenants under the Lifezone Business Combination Agreement to be performed or complied with by it on or prior to the closing date of the Merger (the “Merger Closing Date”) or the closing date of the Share Acquisition (the “Share Acquisition Closing Date”);

● ~~The~~the ~~capability~~Company ofand ~~taking~~Lifezone ~~advantage~~Metals ofhaving ~~paradigm~~delivered ~~shifts~~to ~~created~~LHL byand ~~growth~~the LHL Shareholders Representative a certificate dated as of ~~renewable~~the ~~generation~~Merger inClosing ~~power~~Date, ~~generation~~signed ~~mix~~by an officer of each of the Company and ~~resulting~~Lifezone ~~power~~Metals, ~~market~~certifying ~~dislocations~~as ~~through~~to the ~~use~~satisfaction of ~~disruptive~~certain ~~technologies~~conditions specified in the Lifezone Business Combination Agreement;

● ~~Substantial~~the ~~growth~~Company ~~potential~~having ~~post~~made all necessary and appropriate arrangements with the ~~initial~~trustee ~~business~~to ~~combination~~have ~~closing~~all of the funds held in the trust account disbursed to the Company at the Share Acquisition Closing Date, and all such funds released from the trust account be available to Merger Sub in respect of all or a portion of certain payment obligations under the Lifezone Business Combination Agreement;

● ~~Leading~~the ~~positions~~Company ~~and~~having ~~barriers~~provided the holders of ~~entry~~its ~~within~~ordinary shares with the ~~targeted~~opportunity ~~industries~~to ~~that~~make ~~exhibit~~redemption ~~strong~~elections ~~fundamentals~~with respect to such ordinary shares pursuant to their Redemption Rights (as defined in the Lifezone Business Combination Agreement);

● ~~Qualifications~~the toAvailable beClosing ~~public~~Cash ~~companies~~Amount ~~and~~(as todefined ~~benefit~~in ~~from~~the ~~having~~Lifezone aBusiness ~~public~~Combination ~~currency~~Agreement) inbeing ~~order~~no toless ~~enhance~~than ~~their~~the ~~ability~~Minimum toCash ~~pursue~~Amount ~~accretive~~(as ~~acquisitions,~~defined ~~high-return~~in ~~capital~~the ~~projects~~Lifezone Business Combination Agreement), ~~and/or~~after ~~strengthen~~accounting ~~their~~for ~~balance~~redemptions ~~sheet~~and transaction expenses; and

● ~~The~~the ~~ability~~Lifezone Ancillary Documents required to ~~capitalize~~be onexecuted ~~unique~~by the Company, Lifezone Metals and Merger Sub according to the Lifezone Business Combination Agreement at or ~~specialized~~prior ~~technologies~~to the Merger Closing Date or ~~business~~the ~~platforms;~~Share Acquisition Closing shall have been executed and delivered to LHL.

●Conditions ~~Value~~to ~~that~~the ~~has~~Obligations ~~been~~of ~~discounted~~the orCompany and ~~disregarded~~Lifezone ~~by the marketplace.~~Metals

~~While~~The ~~these~~obligations ~~criteria will be used in evaluating business combination opportunities, we may decide to enter into a business combination with a target business or businesses that do not meet all~~ of ~~these proposed criteria. These criteria are not intended to be exhaustive. Any evaluation relating to~~ the ~~merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines, as well~~Company ~~as other considerations, factors~~ and ~~criteria~~Lifezone ~~that~~Metals ~~our~~to ~~management~~consummate ~~team~~the ~~may~~LHL ~~deem~~Transactions ~~relevant.~~are Ifsubject ~~we decide~~ to ~~enter into our initial business combination with a target business that does not meet~~ the ~~above criteria and guidelines~~satisfaction, weor ~~will~~written ~~disclose~~waiver ~~that~~(by the ~~target~~Company ~~business~~or ~~does~~Lifezone ~~not meet the above criteria in our shareholder communications related to our initial business combination~~Metals, ~~which,~~ as ~~discussed~~applicable, inwhere ~~this Report~~permissible, ~~would~~including beunder in the ~~form~~terms of ~~tender-offer documents~~the orLifezone ~~proxy~~Business ~~solicitation~~Combination ~~materials~~Agreement) ~~that~~of ~~we would file with~~ the ~~SEC.~~following conditions:

~~Effecting~~● ~~Our~~the ~~Initial~~representations and warranties of LHL and the LHL Shareholders being true and correct as determined in accordance with the Lifezone Business Combination Agreement;

~~General~~● LHL and the LHL Shareholders having performed in all material respects all of their respective obligations and complied in all material respects with all of their respective agreements and covenants under the Lifezone Business Combination Agreement to be performed or complied with by them on or prior to the Merger Closing Date or the Share Acquisition Closing Date;

We● ~~are~~LHL ~~not~~and ~~presently~~the ~~engaged in,~~LHL ~~and~~Shareholders weRepresentative ~~will~~(on ~~not~~behalf ~~engage~~of ~~in,~~the ~~any~~LHL ~~operations~~Shareholders) ~~until~~having wedelivered ~~consummate~~to ~~our~~the ~~initial~~Company ~~business~~a ~~combination.~~certificate Wedated ~~will~~as ~~effectuate~~of ~~our~~the ~~initial~~Merger ~~business combination~~Closing ~~using~~Date, ~~cash~~signed ~~from~~by ~~the~~each ~~proceeds~~ of ~~our~~LHL ~~initial public offering~~ and the ~~private~~LHL ~~placement~~Shareholders, ~~our~~certifying ~~equity,~~as ~~debt~~to orthe asatisfaction ~~combination~~ of ~~these~~ ascertain conditions specified in the ~~consideration~~Lifezone toBusiness beCombination ~~paid~~Agreement but in ~~our~~each ~~initial~~case, ~~business~~solely ~~combination.~~with respect to themselves; and

If● wethe ~~pay~~Lifezone ~~for~~Ancillary ~~our~~Documents ~~initial business~~required ~~combination~~to ~~using~~be ~~shares~~executed orby ~~debt~~LHL ~~securities,~~and ~~or we do not use all of~~ the ~~funds~~LHL ~~released~~Shareholders ~~from~~according ~~the~~to ~~trust account for payment of~~ the ~~purchase~~Lifezone ~~price~~Business inCombination ~~connection~~Agreement ~~with~~at ~~our business combination~~ or ~~for~~prior ~~redemptions or purchases of our ordinary shares, we may apply the balance of the cash released~~ to ~~us from~~ the ~~trust~~Merger ~~account~~Closing ~~for~~Date ~~general corporate purposes, including for maintenance~~ or ~~expansion of operations of acquired businesses,~~ the ~~payment~~Share ofAcquisition ~~principal~~Closing orshall ~~interest~~have ~~due~~been onexecuted ~~indebtedness~~and ~~incurred~~delivered ~~in consummating our initial business combination,~~ to ~~fund~~ the ~~purchase of other businesses or assets or for working capital~~Company.

Although our management will assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely impact a target business.4

4Termination

WeThe ~~will~~Lifezone ~~have~~Business ~~until~~Combination ~~January 25,~~Agreement ~~2023 to consummate an initial business combination. However, if we anticipate that we~~ may ~~not~~ be ~~able~~terminated toand ~~consummate our initial business~~the ~~combination~~LHL byTransactions ~~January 25, 2023, we~~ may, bybe ~~resolution~~abandoned ofat ~~our~~any ~~board if requested by our sponsor, extend the period of~~ time to consummate a business combination up to two times, each by an additional three months (for a total of up to 21 months, or until July 25, 2023, to complete a business combination), subject to the sponsor (or its affiliates or designees) depositing into the trust account, on or prior to the ~~applicable~~Merger ~~deadline,~~Closing ~~additional funds of $2~~Date,~~760,000,~~ ~~for~~notwithstanding ~~each~~receipt of ~~the~~any ~~available~~requisite ~~three-month extensions,~~approval ~~for a total payment~~and ofadoption ~~up to $5,520,000. Any such payments would be made in the form~~ of ~~non-interest bearing loans. If we complete our initial business combination, we will, at~~ the ~~option~~Lifezone ofBusiness ~~our~~Combination ~~sponsor,~~Agreement ~~repay~~and ~~such loaned amounts out of~~ the ~~proceeds~~LHL ofTransactions ~~the~~by ~~trust account released to us or convert a portion or all of~~ the ~~total~~shareholders ~~loan amount into units at a price~~ of ~~$10.00 per unit, which units will be identical to~~ the ~~placement units.~~Company If we do not complete a business combination, we will repay such loans only from funds held outside of the trust account, if any such funds are available. We currently believe we will not have sufficient funds left outside of the trust account to pay back such loans if our initial business combination is not completed. Our shareholders will not be entitled to vote or ~~redeem their shares in connection with~~ any ~~such extension. However~~party, ~~our~~as shareholders will be entitled to vote and redeem their shares in connection with a shareholder meeting held to approve an initial business combination or in a tender offer undertaken in connection with such an initial business combination if we propose such a business combination during any three-month extension period.follows:

In● ~~the~~by ~~event~~mutual ~~that~~written weconsent ~~receive notice from our sponsor five days prior to the deadline~~ of ~~its wish for us to effect an extension, we intend to issue a press release announcing such intention at least three days prior to~~ the ~~deadline.~~Company ~~In addition, we intend to issue a press release the day after the deadline announcing whether or not the funds had been timely deposited. Our sponsor~~ and its affiliates or permitted designees are not obligated to extend the time for us to complete our initial business combination. If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the trust account released to us.LHL;

If● weby ~~are~~either ~~unable~~the toCompany ~~consummate an~~or ~~initial~~LHL ~~business~~if ~~combination~~any ~~within such time period, we will redeem 100%~~ of the ~~outstanding~~closing ~~public~~conditions ~~shares~~set ~~for~~forth ain ~~pro rata portion of~~ the ~~funds~~Lifezone ~~held~~Business inCombination ~~the~~Agreement ~~trust~~have ~~account,~~not ~~equal~~been tosatisfied ~~the~~or ~~aggregate~~waived ~~amount~~by ~~then~~July on25, ~~deposit~~2023 in (the ~~trust~~“Outside ~~account~~Date”); ~~including~~provided, ~~interest~~however, ~~earned~~that on the ~~funds~~ ~~held~~Lifezone inBusiness ~~the~~Combination ~~trust~~Agreement ~~account~~may ~~and~~ not ~~previously~~be ~~released~~terminated tounder ~~us,~~such ~~divided~~provision byof the ~~number~~Lifezone ofBusiness ~~then~~Combination ~~outstanding~~Agreement ~~public~~by ~~shares,~~or ~~subject~~on ~~to applicable~~behalf ~~law~~of ~~and~~any asparty ~~further~~that ~~described~~either ~~herein,~~directly ~~and~~or ~~then~~indirectly ~~seek~~through toits ~~dissolve~~affiliates ~~and~~(or ~~liquidate.~~with Werespect ~~expect~~to ~~that~~LHL, the ~~pro~~LHL ~~rata~~Shareholders ~~redemption~~or ~~price to~~Lifezone beMetals) ~~approximately~~is ~~$10.20~~in ~~per~~breach ~~share~~or ~~and~~violation ~~such amount may be increased by $0.10 per public share for each three-month extension~~ of ~~our~~ ~~time~~any torepresentation, ~~consummate our initial business combination~~warranty, ascovenant ~~described~~or inobligation ~~this~~contained ~~Report~~therein, ~~without~~with ~~taking~~such ~~into~~breach ~~account~~or ~~any~~violation ~~interest~~being ~~earned on~~the ~~such~~principal ~~funds.~~cause ~~However,~~of wethe ~~cannot~~failure ~~assure~~of ~~you~~a ~~that~~condition weset ~~will~~forth in ~~fact~~the beLifezone ~~able~~Business toCombination ~~distribute~~Agreement ~~such~~on ~~amounts~~or asprior ato ~~result of claims of creditors which may take priority over~~ the ~~claims~~Outside ~~of our public shareholders.~~Date;

~~The~~● ~~NYSE~~by ~~rules~~either ~~require~~the ~~that our~~Company ~~initial~~or ~~business~~LHL ~~combination~~if beany ~~with~~governmental ~~one~~authority orof ~~more~~competent ~~target~~jurisdiction ~~businesses~~will ~~that~~have ~~together~~issued ~~have~~an aorder ~~fair~~or ~~market~~taken ~~value~~any ~~equal~~other toaction atpermanently ~~least~~restraining, ~~80%~~enjoining ~~of the~~or ~~net~~otherwise ~~assets~~prohibiting ~~held~~the intransactions contemplated by the ~~trust~~Lifezone ~~account~~Business ~~(less~~Combination ~~any~~Agreement, ~~deferred~~and ~~underwriting~~such ~~commissions~~order or other action has become final and ~~taxes~~non-appealable; ~~payable~~provided, onhowever, ~~interest~~that ~~earned)~~the atright to terminate the ~~time that~~Lifezone weBusiness ~~sign~~Combination ~~definitive~~Agreement ~~agreements~~pursuant into ~~connection~~such ~~with~~section ~~our~~will ~~initial~~not ~~business~~be ~~combination.~~available ~~However,~~to a party if ~~our~~the ~~securities~~failure ~~are~~by ~~not~~such ~~listed~~party onor ~~the NYSE~~its affiliates (or ~~another~~with ~~securities~~respect ~~exchange~~to LHL, wethe ~~will~~LHL noShareholders ~~longer~~or beLifezone ~~subject~~Metals) to ~~that~~comply ~~requirement.~~with any provision of the Lifezone Business Combination Agreement was the principal cause of the failure of such order or action;

We● ~~may~~by ~~seek~~LHL toupon ~~raise additional funds through~~ a ~~private~~breach ~~offering~~ of ~~debt~~any orrepresentation, ~~equity securities to finance our initial business combination~~warranty, ~~and~~covenant weor ~~may~~agreement ~~effectuate~~on ~~an initial business combination using~~ the ~~proceeds~~part of ~~such~~the ~~offering~~Company ~~rather~~and ~~than~~Lifezone ~~using~~Metals ~~the~~set ~~amounts~~forth ~~held~~ in the ~~trust~~Lifezone ~~account.~~Business ~~Subject~~Combination toAgreement, ~~compliance with~~or ~~applicable~~if ~~securities~~any ~~laws~~representation, wewarranty ~~would consummate such financing only simultaneously with the consummation~~ of ~~our business combination. In~~ the ~~case~~Company ofand anLifezone ~~initial~~Metals ~~business~~becomes ~~combination~~untrue ~~funded~~or ~~with assets other than the trust account assets~~inaccurate, ~~our~~in ~~tender~~each ~~offer~~case ~~documents~~such orthat ~~proxy materials disclosing~~ the ~~business~~related ~~combination~~closing ~~would~~conditions ~~disclose~~contained ~~the~~in ~~terms of~~ the ~~financing~~Lifezone ~~and,~~Business ~~only~~Combination ifAgreement ~~required~~are bynot ~~applicable law or the NYSE~~satisfied, wesubject ~~would~~to ~~seek~~customary ~~shareholder~~exceptions ~~approval~~and ofcure ~~such financing.~~rights;

~~There~~● ~~are~~by nothe ~~prohibitions on~~Company ~~our~~upon ~~ability~~a tobreach ~~raise~~of ~~funds~~any ~~privately~~warranty, covenant or ~~through~~agreement ~~loans~~on inthe ~~connection~~part ~~with~~of ~~our~~LHL ~~initial~~or ~~business~~the ~~combination.~~LHL AtShareholders ~~this~~set ~~time,~~forth wein ~~are~~the ~~not a~~Lifezone ~~party~~Business toCombination Agreement, or if any ~~arrangement~~warranty orof ~~understanding~~LHL ~~with~~or ~~any~~the ~~third~~LHL ~~party~~Shareholders ~~with~~becomes ~~respect~~untrue toor ~~raising~~inaccurate, in any ~~additional~~case ~~funds~~such ~~through~~that the ~~sale~~related ofclosing ~~securities or~~conditions ~~otherwise.~~contained in the Lifezone Business Combination Agreement are not satisfied, subject to customary exceptions and cure rights; and

~~Sources~~● by either the Company or LHL if the extraordinary general meeting of ~~Acquisition~~shareholders ~~Candidates~~is held and has concluded, the Company’s shareholders have duly voted, and the Required Shareholder Approval (as defined in the Lifezone Business Combination Agreement) is not obtained.

~~Target~~The ~~business~~foregoing ~~candidates~~summary of ~~may~~the beLifezone ~~brought~~Business toCombination ~~our~~Agreement ~~attention~~is ~~from~~qualified ~~various~~in ~~unaffiliated~~its ~~sources,~~entirety ~~including~~by ~~investment~~reference ~~bankers,~~to ~~attorneys,~~the ~~accountants,~~entire ~~venture~~text ~~capital funds, private equity funds, leveraged buyout funds, management buyout funds, brokers and other members~~ of the ~~financial~~Lifezone ~~community~~Business ~~and~~Combination ~~corporate~~Agreement, ~~executives.~~which ~~These~~is ~~target~~attached ~~candidates~~as ~~may~~Exhibit ~~present solicited or unsolicited proposals~~2.1 Wehereto, ~~expect~~and ~~such~~the ~~sources~~Lifezone toAncillary ~~become~~Agreements, ~~aware~~the ~~that we~~terms ~~are~~of ~~seeking~~each ~~a business combination candidate by a variety~~ of ~~means,~~which ~~including~~are ~~publicly available information relating to our initial~~incorporated ~~public~~herein ~~offering, public relations and marketing efforts or direct contact~~ by ~~management following the completion of our initial public offering~~reference.

5The Lifezone Business Combination Agreement contains representations, warranties and covenants that the respective parties thereto made to each other as of the date of the Lifezone Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. In particular, the assertions embodied in the representations and warranties in the Lifezone Business Combination Agreement were made as of a specified date, are modified or qualified by information in one or more confidential disclosure letters prepared in connection with the execution and delivery of the Lifezone Business Combination Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to investors, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the Lifezone Business Combination Agreement are not necessarily characterizations of the actual state of facts about the Company, Lifezone Metals, Merger Sub, the LHL Shareholders or LHL at the time they were made or otherwise and should only be read in conjunction with the other information that the Company makes publicly available in reports, statements and other documents filed with the SEC.

Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates of which they become aware through their contacts. We may engage the services of professional firms or other individuals that specialize in business acquisitions, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only if our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of finder’s fees is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. In no event, however, will we pay our sponsor, officers, directors, or executive advisors or any entities with which they are affiliated, any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is); our officers, directors and executive advisors will have an economic interest in securities held by our sponsor. However, the following payments are made to our sponsor, officers, directors, executive advisors, or our or their affiliates: (i) repayment of loans that our sponsor, members of our management team, executive advisors or any of their respective affiliates or other third parties may make to finance transaction costs in connection with an intended initial business combination (provided that if we do not consummate an initial business combination, we may use working capital held outside the trust account to repay such loaned amounts, but no proceeds from our trust account would be used for such repayment), (ii) payments to our sponsor or its affiliate of a total of $10,000 per month for office space, administrative and support services, and (iii) reimbursements for any out-of-pocket expenses related to identifying, investigation and completing an initial business combination. Although some of our officers and directors may enter into employment or consulting agreements with the acquired business following our initial business combination, the presence or absence of any such arrangements will not be used as a criterion in our selection process of an acquisition candidate.5

WeSponsor ~~are~~Support not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers, directors or their affiliates. Additionally, we are not prohibited from partnering, submitting joint bids, or entering into any similar transaction with such persons in the pursuit of an initial business combination. If we seek to complete an initial business combination with such a company or we partner with such persons in our pursuit of an initial business combination, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm or an independent accounting firm, that such an initial business combination is fair to our shareholders from a financial point of view. Generally, such opinion is rendered to a company’s board of directors and investment banking firms may take the view that shareholders may not rely on the opinion. Such view will not impact our decision on which investment banking firm to hire.Agreement

~~Unless~~In weconnection ~~consummate~~with ~~our~~the ~~initial~~execution ~~business~~of ~~combination~~the ~~with~~Lifezone anBusiness ~~affiliated~~Combination ~~entity~~Agreement, weour ~~are~~sponsor ~~not~~entered ~~required~~into tothe ~~obtain~~Sponsor aSupport ~~financial~~Agreement ~~fairness~~with ~~opinion~~the ~~from~~Company, anLifezone ~~independent investment~~Metals ~~banking~~and ~~firm.~~LHL, Ifpursuant weto dowhich ~~not~~our ~~obtain~~sponsor ~~such~~has anagreed ~~opinion~~to, ~~our~~among ~~shareholders~~other ~~will~~things, be(a) vote ~~relying~~at onany meeting of the ~~judgment~~Company’s ofshareholders to ~~our~~be ~~board~~called for approval of ~~directors,~~the ~~who~~LHL ~~will determine~~Transactions ~~fair~~all ~~market~~ordinary ~~value~~shares ~~and~~of ~~fairness~~the ~~based~~Company onheld ~~standards~~of ~~generally~~record ~~accepted~~or thereafter acquired by our sponsor (collectively, the ~~financial~~“Sponsor ~~community.~~Securities”) ~~The~~in ~~application~~favor of ~~such~~the ~~standards would~~Shareholder ~~involve~~Approval ~~a comparison~~Matters, ~~from~~(b) be abound ~~valuation~~by ~~standpoint,~~certain ofother covenants ~~our~~and ~~business~~agreements ~~combination~~related ~~target~~ to ~~comparable~~the ~~public~~LHL ~~companies,~~Transactions ~~as applicable,~~ and a(c) be ~~comparison~~bound ofby ~~our~~certain ~~contemplated~~transfer ~~transaction~~restrictions with ~~such~~respect ~~business~~to ~~combination~~the ~~target~~Sponsor Securities toand ~~other~~warrants ~~then-recently announced~~exercisable ~~comparable private~~for ~~and~~Sponsor ~~public~~Securities, ~~company~~in ~~transactions~~each case, ason ~~applicable.~~the ~~The~~terms ~~application~~and ofsubject ~~such~~to ~~standards~~the ~~and~~conditions set forth in the Sponsor ~~basis~~Support ofAgreement. The Sponsor Support Agreement also provides that our ~~board~~sponsor ofhas ~~directors’ determination~~agreed ~~will~~irrevocably beto ~~discussed~~waive ~~and~~its ~~disclosed~~redemption rights in ~~our~~connection ~~tender~~with ~~offer~~the orconsummation ~~proxy~~of ~~solicitation~~the ~~materials,~~LHL asTransactions ~~applicable,~~with ~~related~~respect to ~~our~~any ~~initial business~~Sponsor ~~combination~~Securities they may hold.

~~Other~~Subject to the conditions set forth in the Sponsor Support Agreement, our sponsor additionally agreed to deposit 1,725,000 shares of Sponsor Securities (“Sponsor Earn-Out Shares”) into escrow and, if at any time prior to or as of the fifth anniversary of the Share Acquisition ~~Considerations~~Closing, the volume-weighted average price (as adjusted for share splits, share capitalization, reorganizations, recapitalizations and the like) over any 20 trading days within any 30 trading day period, is greater than or equal to: (i) $14.00, then 862,500 of the Sponsor Earn-Out Shares will vest, or (ii) $16.00, then 1,725,000 of the Sponsor Earn-Out Shares (less any Sponsor Earnout Shares previously vested pursuant to clause (i)) will vest. If a Change of Control (as defined in the Sponsor Support Agreement) occurs as of or prior to the fifth anniversary of the Share Acquisition Closing, pursuant to which Lifezone Metals or its shareholders receive consideration implying a value per Lifezone Metlas ordinary share (as determined in good faith by the board of directors of Lifezone Metals) of (a) less than $14.00, then no Sponsor Earnout Shares will vest, (b) greater than or equal to $14.00 but less than $16.00, 862,500 Sponsor Earnout Shares will vest, and (c) greater than or equal to $16.00, then 1,725,000 Sponsor Earnout Shares (less any Sponsor Earnout Shares previously vested pursuant to clause (b)) will vest.

WeSubject ~~are~~to ~~not~~the ~~prohibited from~~conditions ~~pursuing~~set anforth ~~initial~~in ~~business~~the ~~combination~~Sponsor ~~with~~Support aAgreement, ~~company~~each ~~that~~LHL isShareholder’s ~~affiliated~~Closing ~~with~~Number ~~our~~of ~~sponsor,~~Shares ~~officers~~(as ordefined ~~directors.~~in Inthe Lifezone Business Combination) issued at the ~~event~~Share weAcquisition ~~seek~~Closing shall be increased by a number of Lifezone Metals ordinary shares equal to the number of Sponsor Securities forfeited pursuant to ~~complete~~the ~~our~~Sponsor ~~initial~~Support ~~business~~Agreement. ~~combination~~Our ~~with~~sponsor ashall ~~company~~forfeit ~~that~~its isshares ~~affiliated~~at ~~with~~a ~~our~~value ~~officers~~of or$10 ~~directors~~per share, ~~we,~~up orto a ~~committee~~maximum value of ~~independent~~$35 million, to the extent Lifezone Metals would have less than $50 million of net cash from the PIPE ~~directors~~Investment (as defined in the Lifezone Business Combination Agreement) and the trust account after payment of certain transaction expenses, as set forth in the Lifezone Business Combination Agreement. These shares will ~~obtain~~be anforfeited ~~opinion~~first from anthe ~~independent~~Sponsor ~~investment~~Earn-Out ~~banking~~Shares ~~firm~~subject to orvesting ~~another~~at ~~independent~~the ~~firm~~$16 ~~that~~level ~~commonly~~and ~~renders~~then ~~valuation opinions~~those ~~for~~subject to vesting at the ~~type~~$14 oflevel, ~~company~~until wethere are ~~seeking~~no toSponsor ~~acquire~~Earn-Out orShares anremaining, and ~~independent~~thereafter, ~~accounting~~from ~~firm~~Lifezone Metals ordinary shares that our ~~initial~~sponsor ~~business~~would ~~combination~~have isreceived as transaction consideration. An equivalent ~~fair~~number toof ~~our~~Lifezone ~~company~~Metals ~~and~~ordinary ~~our~~shares ~~shareholders~~will ~~from~~be aissued ~~financial~~to ~~point~~the ofLHL ~~view~~Shareholders at the Share Acquisition Closing.

~~Unless~~The weforegoing ~~complete~~summary ~~our initial business combination with an affiliated entity, or our board~~ of ~~directors cannot independently determine~~ the ~~fair market value of the~~ ~~target~~Sponsor ~~business~~Support orAgreement ~~businesses,~~is wequalified ~~are~~in ~~not~~its ~~required~~entirety toby ~~obtain~~reference ~~an opinion from an independent investment banking firm, another independent firm that commonly renders valuation opinions for the type of company we are seeking~~ to ~~acquire or from an independent accounting firm that~~ the ~~price~~full wetext ~~are paying for a target is fair to our company from a financial point~~ of ~~view. If no opinion is obtained, our shareholders will be relying on~~ the ~~business~~Sponsor ~~judgment~~Support ~~of our board of directors~~Agreement, which ~~will~~is ~~have significant discretion in choosing the standard used~~attached toas ~~establish~~Exhibit ~~the~~10.8 ~~fair~~hereto ~~market~~and ~~value of~~ the ~~target~~terms ~~or targets, and different methods~~ of ~~valuation~~which ~~may~~are ~~vary~~incorporated ~~greatly~~herein inby ~~outcome from one another~~reference. ~~Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination.~~

6Lock-Up Agreements

~~Members~~In ofconnection ~~our~~with ~~management~~the Share ~~team~~Acquisition ~~directly~~Closing, orcertain ~~indirectly~~key ~~own~~shareholders ~~our~~of ~~ordinary~~LHL ~~shares~~(the ~~and/or~~“Key ~~placement~~LHL ~~units~~Shareholders”) ~~following~~will ~~our~~enter ~~initial~~into ~~public~~agreements ~~offering,~~(the ~~and, accordingly, have~~“LHL aShareholder ~~conflict~~Lock-Up ofAgreements”) ~~interest~~providing inthat ~~determining~~the ~~whether~~Key aLHL ~~particular~~Shareholders ~~target~~will ~~business~~not, issubject ~~an appropriate business with which~~ to ~~effectuate~~certain ~~our~~exceptions ~~initial~~(including the ~~business~~payment ~~combination. Further, each~~ of ~~our~~taxes ~~officers~~arising ~~and~~from ~~directors~~the ~~will~~proposed ~~have~~transactions), atransfer ~~conflict~~any ofRestricted ~~interest~~Securities ~~with~~(as ~~respect~~defined toin ~~evaluating~~the aLHL ~~particular~~Shareholder Lock-Up ~~business~~Agreements) ~~combination~~during if the ~~retention~~period orcommencing ~~resignation~~from ofthe ~~any~~Share ~~such~~Acquisition ~~officers~~Closing ~~and~~Date ~~directors~~until ~~was~~180 ~~included~~days byafter athe ~~target~~Share ~~business~~Acquisition asClosing ~~a condition to any agreement with respect to our initial business combination~~Date.

~~Each~~In ofconnection ~~our~~with ~~directors~~the ~~and~~Share ~~officers~~Acquisition ~~presently has~~Closing, ~~and in the future any of~~ our ~~directors~~sponsor ~~and~~will ~~our~~enter ~~officers~~into ~~may~~the ~~have~~Sponsor ~~additional,~~Lock-Up ~~fiduciary~~Agreement orproviding ~~contractual~~that ~~obligations to~~it ~~other entities pursuant to which such officer or director is or~~ will ~~be required to present acquisition opportunities to such entity. Accordingly~~not, subject to ~~his~~certain ~~or her fiduciary duties under Cayman Islands law~~exceptions, transfer if(i) ~~any~~Phase ofI ~~our~~Lock-up ~~officers~~Shares or(as ~~directors~~defined ~~becomes~~below) ~~aware~~until ofthe ~~an acquisition~~date ~~opportunity~~that ~~which~~ is ~~suitable~~60 ~~for~~days anafter ~~entity~~the toShare ~~which~~Acquisition heClosing orDate ~~she~~and ~~has~~(ii) Phase ~~then~~II ~~current~~Lock-up ~~fiduciary~~Shares or(as ~~contractual~~defined ~~obligations,~~below) heuntil ~~or she~~the ~~will~~date ~~need~~that tois ~~honor~~180 ~~his~~days orafter ~~her~~the ~~fiduciary~~Share orAcquisition ~~contractual~~Closing ~~obligations~~Date. toFor ~~present~~purposes ~~such~~of ~~acquisition~~the Sponsor ~~opportunity~~Lock-Up ~~to such entity~~Agreement, ~~and~~“Phase ~~only present~~I itLock-up toShares” usmeans ~~if such entity rejects~~ the ~~opportunity.~~number ~~Our~~of ~~amended~~Lifezone ~~and~~Metals ~~restated~~ordinary ~~memorandum~~shares ~~and~~that ~~articles~~are ~~of association provide that,~~received ~~subject~~by toour ~~his~~sponsor orin ~~her~~exchange ~~fiduciary~~for ~~duties~~the ~~under~~number ~~Cayman~~of ~~Islands~~the ~~law,~~Company’s weClass ~~renounce~~A ~~our~~ordinary ~~interest~~shares inheld ~~any~~by ~~corporate~~our ~~opportunity~~sponsor ~~offered~~immediately prior to ~~any~~the ~~officer~~effective ortime ~~director~~of ~~unless~~the ~~such~~Merger ~~opportunity~~(the is“Merger ~~expressly~~Effective ~~offered~~Time”), toand ~~such~~“Phase ~~person~~II ~~solely~~Lock-up inSecurities” ~~his~~means orany ~~her capacity as a director or officer~~Lifezone ofMetals ~~our~~ordinary ~~company~~shares and ~~such~~any ~~opportunity~~warrants isto ~~one~~purchase weLifezone ~~are~~Metals ~~legally~~ordinary ~~and~~shares ~~contractually~~that ~~permitted~~are toheld ~~undertake~~by ~~and~~our ~~would~~sponsor ~~otherwise~~following bethe ~~reasonable for~~Merger usClosing ~~to pursue. We do not believe~~Date, ~~however,~~other ~~that~~than ~~any~~Phase ~~fiduciary~~I ~~duties~~Lock-up orShares ~~contractual obligations of our directors~~ or ~~officers~~Lifezone ~~would~~Metals ~~materially undermine~~ordinary ~~our~~shares ~~ability~~acquired toin ~~complete~~the ~~our~~PIPE ~~business combination~~Investment.

InThe ~~addition,~~foregoing ~~our~~summary ~~sponsor, officers~~of ~~and directors may participate in~~ the LHL ~~formation~~Shareholder ~~of,~~Lock-Up orAgreements ~~become~~and anSponsor ~~officer~~Lock-Up orAgreement ~~director~~are ~~of,~~qualified ~~any~~in ~~other~~its ~~blank~~entirety ~~check~~by ~~company~~reference ~~prior~~ to ~~completion~~ ofthe ~~our~~full ~~initial~~text ~~business combination. As a result, our sponsor, officers or directors could have conflicts~~ of ~~interest~~the ~~in determining~~form ~~whether~~of tothe ~~present~~LHL ~~business~~Shareholder ~~combination~~Lock-Up ~~opportunities~~Agreement toand usthe orform toof ~~any~~the ~~other~~Sponsor ~~blank~~Lock-Up ~~check~~Agreement ~~company~~and, ~~with~~ which ~~they~~are ~~may~~attached ~~become~~as ~~involved~~Exhibit 10.9 ~~Although~~and 10.10 wehereto, ~~have no formal policy in place for vetting potential conflicts of interest~~respectively, ~~our~~and ~~board~~the ofterms ~~directors will review any potential conflicts~~ of ~~interest~~which onare aincorporated ~~case-~~herein by~~-case basis~~ reference.

~~Initial Business Combination~~6

~~The~~PIPE ~~NYSE~~Subscription rules require that our initial business combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the net assets held in the trust account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm with respect to the satisfaction of such criteria. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination.Agreements

WeConcurrently ~~anticipate~~with ~~structuring our initial business combination so that~~ the ~~post-transaction company in which our public shareholders own shares will own or acquire~~execution ~~100%~~ of the ~~equity~~Lifezone ~~interests~~Business orCombination ~~assets~~Agreement, of the ~~target~~Company ~~business~~and orLifezone ~~businesses.~~Metals Weentered ~~may,~~into ~~however,~~subscription ~~structure~~agreements ~~our~~(the ~~initial business combination~~“Subscription ~~such~~Agreements”) ~~that~~with ~~the~~certain ~~post-transaction company~~institutional ~~owns~~and oraccredited ~~acquires~~investors, ~~less~~pursuant ~~than~~to ~~100%~~which of such ~~interests~~investors oragreed ~~assets of the target business in order~~ to ~~meet~~subscribe ~~certain objectives of the target management team or shareholders or~~ for ~~other~~and ~~reasons~~purchase, ~~but we will only complete such business~~ ~~combination~~and ifLifezone ~~the~~Metlas ~~post-transaction company~~agreed ~~owns~~to orissue ~~acquires~~and ~~50%~~sell orto ~~more~~such ofinvestors, ~~the~~at ~~outstanding voting securities of~~ the ~~target~~Closing orDate ~~otherwise acquires~~(as adefined ~~controlling interest~~ in the ~~target~~Subscription ~~sufficient~~Agreements), ~~for it not to be required to register as~~ an ~~investment company under the Investment~~aggregate ~~Company Act. Even if the post-transaction company owns or acquires 50% or more~~ of ~~the voting securities of the target~~7, ~~our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company~~017,317 ~~depending~~Lifezone onMetals ~~valuations ascribed~~ordinary toshares ~~the~~for ~~target and us in the business combination transaction~~$10.00 ~~For~~per ~~example~~share, wefor ~~could~~aggregate ~~pursue~~gross aproceeds ~~transaction in which we issue a substantial number~~ of ~~new~~$70,173,170.00 ~~shares in exchange for all of~~ (the ~~outstanding~~“PIPE ~~capital stock, shares or other equity interests of a target~~Financing”). In ~~this~~The ~~case,~~Subscription weAgreements ~~would~~provide ~~acquire~~that aLifezone ~~100%~~Metals ~~controlling~~will ~~interest~~grant in the ~~target.~~investors ~~However,~~in ~~as a result of~~ the ~~issuance~~PIPE ofFinancing acertain ~~substantial~~customary ~~number of~~registration ~~new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination~~rights. IfThe ~~less~~closing ~~than 100%~~ of the ~~equity~~PIPE ~~interests~~Financing oris ~~assets~~contingent ~~of a target business or businesses are owned or acquired by the post-transaction company~~upon, ~~the~~among ~~portion~~other ~~of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business~~things, ~~the~~ ~~80% of net assets test will be based on~~ the ~~aggregate~~substantially ~~value~~concurrent ofconsummation ~~all~~ of the ~~target businesses~~LHL Transactions.

WeThe ~~have~~foregoing ~~filed a Registration~~description ~~Statement~~of ~~on Form 8-A with~~ the ~~SEC~~Subscription toAgreements ~~voluntarily~~and ~~register our securities under Section 12 of~~ the ~~Exchange~~PIPE ~~Act.~~Financing Asis ~~a result, we are~~ subject to ~~the rules~~ and ~~regulations~~qualified ~~promulgated~~in ~~under~~its ~~the~~entirety ~~Exchange~~by ~~Act.~~reference Weto ~~have~~the nofull ~~current~~text ~~intention~~ of ~~filing~~the forms aof ~~Form 15 to~~Subscription ~~suspend~~Agreements, ~~our~~copies ~~reporting~~of orwhich ~~other~~are ~~obligations~~attached ~~under~~as ~~the~~Exhibit ~~Exchange~~10.11 ~~Act~~and ~~prior~~Exhibit or10.12 ~~subsequent~~hereto, torespectively, and the ~~consummation~~ terms of ~~our~~which ~~initial~~are ~~business~~incorporated ~~combination~~herein by reference.

7New Registration Rights Agreement

~~Status~~The asLifezone aBusiness ~~Public~~Combination Agreement contemplates that, at the Share Acquisition Closing, Lifezone Metals, certain LHL equityholders, certain Company equityholders, our sponsor and the Company will enter into the New Registration Rights Agreement, pursuant to which Lifezone Metals will agree to register for resale certain shares of Lifezone Metals ordinary shares and other equity securities of Lifezone Metals that are held by the parties thereto from time to time. Pursuant to the New Registration Rights Agreement, Lifezone Metals will agree to file a shelf registration statement registering the resale of all of the Registrable Securities (as defined in the New Registration Rights Agreement) no later than 30 days of the Share Acquisition Closing. Lifezone Metals also agreed to provide customary “piggyback” registration rights, subject to certain requirements and customary conditions. The New Registration Rights Agreement also provides that Lifezone Metals will pay certain expenses relating to such registrations and indemnify the shareholders against certain liabilities.

WeThe ~~believe~~foregoing ~~our~~summary ~~structure as~~of ~~a public company makes us an attractive business combination partner to target businesses. As an existing public company, we offer a target business an alternative to~~ the ~~traditional~~New ~~initial~~Registration ~~public~~Rights ~~offering~~Agreement ~~through~~is aqualified ~~merger or other business combination. In this situation, the owners of the target business would exchange their shares or other equity interests~~ in ~~the~~its ~~target~~entirety ~~business~~by ~~for~~reference ~~our shares or for a combination of our shares and cash, allowing us~~ to ~~tailor~~ the ~~consideration~~full totext ~~the specific needs~~ of the ~~sellers.~~form ~~Although~~of ~~there~~New ~~are~~Registration ~~various~~Rights ~~costs and obligations associated with being a public company~~Agreement, wewhich ~~believe~~is ~~target~~attached ~~businesses~~as ~~will~~Exhibit ~~find~~10.13 ~~this~~hereto ~~method a more certain~~ and ~~cost effective method to becoming a public company than~~ the ~~typical~~terms ~~initial~~of ~~public~~which ~~offering. In a typical initial public offering, there~~ are ~~additional~~ ~~expenses~~incorporated ~~incurred~~herein inby ~~marketing, road show and public reporting efforts that may not be present to the same extent in connection with a business combination with us~~reference.

~~Furthermore,~~Warrant ~~once~~Assumption a proposed business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring. Once public, we believe the target business would then have greater access to capital and an additional means of providing management incentives consistent with shareholders’ interests. It can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.Agreement

~~While~~The weLifezone ~~believe~~Business Combination Agreement contemplates that, ~~our structure~~immediately ~~and~~prior ~~our~~to ~~management~~the ~~team’s~~Merger ~~backgrounds~~Effective Time, the Company and Continental will ~~make~~enter usinto an ~~attractive~~Assignment, Assumption ~~business~~and ~~partner~~Amendment Agreement (the “Warrant Assumption Agreement”), ~~some~~which ~~potential~~amends ~~target~~that ~~businesses~~certain ~~may~~Warrant Agreement, dated ~~have~~as aof ~~negative~~October ~~view~~20, of2021, usby ~~since~~and webetween ~~are~~the aCompany ~~blank~~and ~~check~~Continental, ~~company~~as warrant agent (the “Existing Warrant Agreement”), ~~without~~pursuant to anwhich ~~operating~~(a) ~~history~~the Company will assign to Lifezone Metals, and ~~there~~Lifezone isMetals ~~uncertainty~~will ~~relating~~assume, toall ~~our~~of the Company’s right, title and ~~ability~~interest in and to ~~obtain~~the ~~shareholder~~Existing ~~approval~~Warrant Agreement and (b) each warrant of ~~our~~the ~~proposed~~Company ~~initial~~shall ~~business~~be ~~combination~~modified to no longer entitle the holder to purchase the Company’s ordinary shares and ~~retain~~instead ~~sufficient~~acquire ~~funds~~an inequal ~~our~~number ~~trust~~of ~~account~~Lifezone inMetals ordinary shares per warrant of ~~connection~~the ~~therewith~~Company.

WeThe ~~are~~foregoing ansummary ~~“emerging~~of ~~growth company,” as defined in~~ the ~~JOBS~~Warrant ~~Act.~~Assumption WeAgreement ~~will~~is ~~remain~~qualified anin ~~emerging~~its ~~growth~~entirety ~~company~~by ~~until~~reference ~~the~~to ~~earlier of (1)~~ the ~~last~~full ~~day of~~text ~~the fiscal year (a) following the fifth anniversary~~ of the ~~completion~~form of ~~our~~Warrant ~~initial~~Assumption ~~public offering~~Agreement, ~~or October 25, 2026, (b) in~~ which ~~we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that~~ is ~~held~~attached ~~by non-affiliates exceeds $700 million~~ as ofExhibit ~~the~~10.14 ~~end of~~hereto ~~the second fiscal quarter of such fiscal year,~~ and ~~(2)~~ the ~~date~~terms onof which weare ~~have~~incorporated ~~issued~~herein ~~more~~by ~~than $1~~reference.~~0 billion in non-convertible debt securities during the prior three-year period.~~

~~Additionally,~~Market we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the end of the second fiscal quarter of such fiscal year, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of the second fiscal quarter of such fiscal year.Opportunity

~~Financial~~Concerns ~~Position~~regarding climate change are rapidly changing the global energy sector.

~~With~~While ~~funds~~efforts ~~available~~to ~~for a~~infuse ~~business combination in the amount of $271,864,163 as of December 31, 2021 after payment of $9,660,000 of deferred underwriting~~clean ~~fees~~ and ~~before~~renewable ~~fees~~sources ~~and~~into ~~expenses associated with our initial business combination, we offer~~ a ~~target~~fossil ~~business~~fuel-dominated world ahave ~~variety~~been ofongoing ~~options such as creating a liquidity event~~ for ~~its owners~~decades, ~~providing~~progress ~~capital~~was ~~for~~stymied ~~the potential growth and expansion of its operations or strengthening its balance sheet~~ by ~~reducing~~clean ~~its debt ratio. Because we are able to complete our initial business combination using~~energy’s ~~our~~lower ~~cash~~returns, ~~debt~~higher orcosts ~~equity~~and ~~securities,~~over-reliance on orgovernment asubsidies ~~combination~~and ofregulation. ~~the~~For ~~foregoing~~years, wewind ~~have~~and ~~the~~solar ~~flexibility~~projects towere ~~use the most efficient~~considered ~~combination~~too ~~that~~expensive ~~will~~relative ~~allow us~~ to ~~tailor~~coal ~~the consideration to be paid to the target business to fit its needs~~ and ~~desires.~~natural ~~However, we~~gas ~~have not taken any steps to secure third party financing and there can be no assurance it will be available to us~~options.

~~Effecting~~Over ~~Our~~the ~~Initial~~past ~~Business~~decade, ~~Combination~~however, the cost of wind and solar power has dropped to a competitive level, technologies have advanced and heightened environmental concerns are highlighting clean energy benefits and driving new regulations and worldwide decarbonization plans. Since 2010, the cost of energy has dropped by 82% for photovoltaic solar, by 47% for concentrated solar energy, by 39% for onshore wind and by 29% for wind offshore according to the International Renewable Energy Agency.

We are not presently engaged in, and we will not engage in, any operations until we consummate our initial public combination. We will effectuate our initial business combination using cash from the proceeds of our initial public offering and the private placement of the placement units, our shares, debt or a combination of these as the consideration to be paid in our initial business combination. We may, although we do not currently intend to, seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, start-up companies or companies with speculative business plans or excess leverage, which would subject us to the numerous risks inherent in such companies and businesses.7

8As a result, we have seen an acceleration in the energy transition away from a reliance on fossil fuels and toward a widespread acceptance of cleaner, more reliable energy systems. In 2019, U.S. annual energy consumption from renewable sources exceeded coal consumption for the first time since before 1885 and electricity generated from renewable sources represented almost three quarters of new power capacity added in 2019. We believe that we are leaving behind the 20th century of fossil fuels to become the 21st century of clean electrification, where decarbonization of industrial sectors such as mining and manufacturing represent a massive untapped opportunity.

IfThis ~~our~~energy ~~initial~~transition ~~business combination~~ is ~~paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration~~ inlikely ~~connection~~to ~~with~~continue ~~our initial business combination or used~~ for ~~redemptions of our Class A ordinary shares~~decades, weproviding ~~may apply~~ the ~~balance of~~potential ~~the cash released~~ to usalter ~~from~~global ~~the~~economies ~~trust~~and ~~account~~geopolitics, ~~for~~employ ~~general corporate purposes~~millions, ~~including~~and ~~for~~improve ~~maintenance or expansion of operations~~lives, ofas ~~the~~electricity ~~post-transaction company,~~becomes ~~the~~more ~~payment~~reliable ofand ~~principal~~accessible oraround ~~interest~~the ~~due~~world. onMost ~~indebtedness~~recent ~~incurred~~supply inchain ~~completing~~disruptions ~~our~~have ~~initial~~created ~~business~~new opportunity ~~combination,~~set to ~~fund~~de-bottleneck ~~the~~electrification ~~purchase~~supply ~~of other businesses or assets or for working capital~~chain.

WeBecause ~~may~~it ~~seek~~is toin ~~raise~~its ~~additional~~infancy, ~~funds~~the ~~through~~energy transition industry is currently a ~~private~~highly ~~offering~~fragmented ofand ~~debt~~rapidly orevolving ~~equity~~segment ~~securities~~that instands ~~connection~~to ~~with~~benefit from exponential disruptive growth in the ~~completion~~coming years. Today, hundreds of ~~our~~private ~~initial~~companies ~~business~~in ~~combination,~~the ~~and~~energy transition sector are being aided by a confluence weof ~~may~~positively ~~effectuate~~changing ~~our~~marketplace ~~initial~~dynamics, ~~business~~emerging ~~combination~~clean ~~using~~technological ~~the~~solutions, ~~proceeds~~social ofand ~~such~~customer ~~offering~~demands ~~rather~~for ~~than~~clean ~~using~~energy, ~~the~~and increasing ~~amounts~~government ~~held~~policy insupport around the ~~trust account~~world.

InOur ~~the~~objective ~~case~~is ofto ~~an initial~~facilitate ~~business~~capital ~~combination~~access ~~funded~~to ~~with~~companies ~~assets~~that ~~other~~are ~~than~~contributing ~~the~~to ~~trust~~energy ~~account assets~~transition, ~~our~~understanding ~~tender~~that ~~offer~~we ~~documents~~are orin ~~proxy materials disclosing~~ the ~~business~~early ~~combination~~stages ~~would disclose the terms~~ of ~~the~~this ~~financing and~~disruption, and ~~only~~must iffirst ~~required~~bridge bythe ~~applicable~~gap ~~law~~between ortraditional ~~stock~~and ~~exchange~~green ~~listing~~energy. ~~requirements, we~~As ~~would~~a ~~seek~~result, ~~shareholder~~we ~~approval~~will offocus ~~such financing. There are no prohibitions~~ on ~~our~~products, ~~ability~~technologies ~~to raise funds privately~~ or ~~through loans~~services insold ~~connection~~to ~~with~~utilities, ~~our~~developers ~~initial~~or ~~business~~industrial ~~combination.~~companies, ~~At this time~~including, webut ~~are~~ not alimited ~~party~~ to, ~~any~~technologies ~~arrangement~~for orcarbon ~~understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise~~sequestration.

~~Selection~~As more intermittent power such as wind or solar are added to the electric grid, erratic electricity prices become more common. Investment in utility-scale power storage solutions, or innovative large-scale battery technology is needed. This is starting to occur. The U.S. Energy Information Administration reported that, between 2010 and the end of a2018, ~~target~~utility ~~business~~scale battery storage systems increased power capacity by almost 15x and ~~structuring~~energy capacity by almost 59x. Meanwhile, lithium-ion battery pack prices have fallen 89% in real terms between 2010 and 2020, according to BloombergNEF, facilitating continued capacity expansion. Over the last decade most investments in battery technology were geared towards high power density battery solutions used in mobility. Our team sees new utility scale storage technologies emerging in the near future that will help to solve the problem of ~~our~~grid ~~initial~~reliability ~~business~~in ~~combination~~a safe way as renewables intermittent generation continues to augment baseload conventional generation.

The ~~NYSE~~quest ~~rules~~for ~~require~~carbon ~~that~~neutrality ~~our~~and ~~initial~~reduced ~~business~~carbon ~~combination~~emissions ~~must~~will beremain ~~with~~a ~~one~~global orpriority ~~more~~for ~~target~~years ~~businesses that together have an aggregate fair market value equal~~ to at ~~least~~come, ~~80% of the net assets held in the trust account (less any deferred underwriting commissions~~ and ~~taxes~~breakthrough ~~payable~~technologies ~~on interest earned) at the time of our signing a definitive agreement in connection with our initial business combination. The fair market value of the target or targets~~ will be ~~determined~~critical byto ~~our board of directors based upon one or more standards generally accepted by the financial community,~~that ~~such as discounted cash flow valuation or value of comparable businesses~~success. ~~Our~~We ~~shareholders~~believe ~~will~~that becompanies ~~relying~~operating onin ~~the~~and ~~business~~contributing ~~judgment~~to ~~of our~~this ~~board~~critical ofenergy ~~directors,~~transition ~~which~~ will ~~have~~continue ~~significant discretion in choosing the standard used~~ to ~~establish~~need ~~the fair market value of the target or targets,~~ and ~~different methods of valuation may vary greatly in outcome~~ benefit from ~~one~~broader ~~another.~~access ~~Such~~to ~~standards~~public ~~used~~capital ~~will~~markets ~~be disclosed in our tender offer documents or proxy solicitation materials,~~ as ~~applicable,~~that ~~related~~dynamic ~~to our initial business combination~~proceeds.

IfBusiness ~~our~~Strategy board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm, with respect to the satisfaction of such criteria. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and ~~selecting~~Deal one or more prospective target businesses, although we will not be permitted to effectuate our initial business combination with another blank check company or a similar company with nominal operations.Origination

InOur ~~any~~business ~~case,~~strategy weis to ~~will~~identify ~~only~~ and complete anour initial business combination inwith ~~which~~a webusiness ~~own~~that orcan ~~acquire~~benefit ~~50%~~from ~~or more of~~ the ~~outstanding~~strategic, ~~voting~~operational ~~securities~~and ~~of the target or~~transactional ~~otherwise~~experience ~~acquire~~of aour ~~controlling~~management ~~interest~~team. inWe ~~the~~believe ~~target~~that ~~sufficient~~our ~~for~~management itteam ~~not~~is towell bepositioned ~~required~~ to ~~register~~identify asattractive anbusiness ~~investment company under~~combination ~~the~~opportunities ~~Investment~~in ~~Company~~industries ~~Act.~~related Ifto weenergy ~~own~~transition oras ~~acquire~~well ~~less~~as ~~than~~in ~~100%~~broader ofdisruptive ~~the~~technology ~~equity~~sectors, ~~interests~~which orprovide ~~assets~~an ~~of a target business or businesses,~~opportunity ~~the~~for ~~portion~~transformational ofgrowth ~~such~~driven ~~business or businesses that are owned or acquired~~ by ~~the post~~de-~~transaction company is what will be valued for purposes of the 80% of net assets test~~carbonization.

ToOur ~~the~~acquisition ~~extent~~and wevalue creation ~~effect~~strategy ~~our initial~~has ~~business~~been ~~combination~~and ~~with~~will acontinue ~~company~~to orbe ~~business~~to ~~that~~identify ~~may~~and beenter ~~financially~~into ~~unstable~~a orbusiness incombination ~~its~~with ~~early~~a ~~stages~~business ofin ~~development~~the orenergy ~~growth~~transition wesector ~~may~~and, beafter ~~affected~~our byinitial ~~numerous~~business ~~risks~~combination, ~~inherent~~enhance inthe ~~such~~shareholder ~~company~~returns orfor the post-combination business. ~~Although~~utilizing the expertise of our management ~~will~~team, ~~endeavor~~board, toand ~~evaluate~~executive ~~the~~advisors, ~~risks inherent~~many of whom are recognized experts in athe ~~particular~~energy ~~target~~transition sector. Our business, wecombination ~~cannot~~strategy ~~assure~~will ~~you~~leverage ~~that~~the wefollowing ~~will~~attributes ~~properly~~of ~~ascertain~~our ormanagement ~~assess~~team, ~~all~~board, ~~significant~~and ~~risk~~executive ~~factors.~~advisors:

In● ~~evaluating~~Broad anetwork, ~~prospective target~~proprietary ~~business~~contacts, wecorporate ~~conduct~~relationships a(including ~~thorough~~financing ~~due~~providers ~~diligence~~and ~~review~~investment ~~which~~market ~~encompasses~~participants, ~~among~~private ~~other~~equity ~~things~~groups, ~~meetings~~renewables ~~with~~developers, ~~incumbent~~research ~~management and employees~~institutes, ~~document~~think ~~reviews~~tanks supporting de-carbonization efforts around the world, ~~inspection~~investment ofbanks, ~~facilities~~accounting firms, astarget ~~well~~management asteams aand ~~review~~companies or individuals that represent sellers) and industry experience of ~~financial~~our management team and executive advisors developed through extensive experience in investing, ~~operational~~operating, ~~legal~~marketing and ~~other~~growing ~~information which~~businesses ~~will~~in bethe ~~made~~energy ~~available~~transition ~~to us.~~industry;

~~The~~● ~~time~~Ability ~~required~~ to ~~select and~~enact ~~evaluate~~positive atransformation, ~~target~~attractive ~~business~~revenue and torelationship ~~structure~~growth, ~~and~~operational ~~complete~~enhancements ~~our initial business combination,~~ and ~~the~~efficiencies ~~costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect~~ to ~~the~~grow ~~identification~~shareholder ~~and~~value ~~evaluation~~pre ~~of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses~~ and ~~will~~post ~~reduce the funds we can use to complete another~~ business combination. closing;

~~Lack~~● Augmentation of ~~business~~capabilities ~~diversification~~surrounding capital allocation, and scaling up target technologies with utility customer base and/or solving issues related to the reliability of the renewable energy sources operations on the utility scale.

~~For~~Our anmanagement ~~indefinite period of time after the completion of our initial business combination~~team, ~~the prospects for our success may depend entirely on the future performance~~board, ofand aexecutive ~~single~~advisors ~~business. Unlike other entities that~~ have ~~the~~reached ~~resources~~out toand ~~complete business combinations with multiple entities in one or several industries, it is probable that we~~ will ~~not~~continue ~~have~~to ~~the~~reach ~~resources~~out to ~~diversify~~their ~~our~~global ~~operations~~networks ~~and~~to ~~mitigate~~articulate ~~the risks of being in a single line of business. By completing~~ our ~~initial~~potential business combination ~~with~~target ~~only~~search aparameters ~~single~~and ~~entity,~~commence ~~our~~the ~~lack~~pursuit and diligence of ~~diversification~~prospective ~~may:~~leads.

●We ~~subject~~target usbusinesses toboth within ~~negative~~the ~~economic,~~U.S. ~~competitive~~ and ~~regulatory developments~~internationally, ~~any or all of~~ which ~~may~~ have ascalable ~~substantial~~applications ~~adverse~~and ~~impact~~global onambitions. ~~the~~The ~~particular~~experience, ~~industry~~maturity inand ~~which~~judgment ~~we operate after~~ of our ~~initial~~management ~~business~~will ~~combination;~~guide ~~and~~our process.

●We ~~cause~~will usneed to ~~depend~~obtain onadditional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination. We intend to acquire a business with an enterprise value significantly above the ~~marketing~~net proceeds of our initial public offering and the sale of athe ~~single~~placement ~~product~~units. Depending on the size of the transaction or ~~limited~~the number of public shares we become obligated to redeem, we may potentially utilize several additional financing sources, including but not limited to the issuance of ~~products~~additional securities to the sellers of a target business, debt issued by banks or ~~services~~other lenders or the owners of the target, a private placement to raise additional funds, or a combination of the foregoing.

~~Limited~~If ~~ability~~we are unable to ~~evaluate~~complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the ~~target’s~~trust account. In addition, following our initial business combination, if cash on hand is insufficient to meet our obligations or ~~management~~our ~~team~~working capital needs, we may need to obtain additional financing.

~~Although~~Business weCombination closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination with that business, our assessment of the target business’s management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty. While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations of the particular target business.Criteria

WeOur ~~cannot~~management ~~assure~~team ~~you~~and ~~that~~members ~~any~~ of ~~our~~the ~~key~~board ~~personnel~~of ~~will~~directors ~~remain~~share ina ~~senior~~similar, ~~management~~growth-oriented and orvalue-creating investment ~~advisory positions with the combined company~~philosophy. ~~The~~We ~~determination~~employ asa ~~to whether~~proactive ~~any~~acquisition ofstrategy ~~our~~focused ~~key~~on ~~personnel~~companies ~~will~~that ~~remain~~have ~~with~~demonstrated ~~the~~a ~~combined~~potential ~~company~~for ~~will~~future begrowth ~~made~~through at the ~~time~~deployment of ~~our~~emerging ~~initial business combination~~technologies.

~~Following~~We ahave ~~business~~identified ~~combination,~~the following criteria that we ~~may~~believe ~~seek~~are toimportant ~~recruit~~in ~~additional~~evaluating ~~managers~~prospective target businesses. While we have used and will continue to ~~supplement~~use ~~the~~these criteria ~~incumbent~~and ~~management~~guidelines ofin ~~the~~evaluating ~~target~~acquisition ~~business.~~opportunities, Weincluding ~~cannot~~the ~~assure~~Lifezone ~~you~~Business ~~that~~Combination, we may decide to enter ~~will~~into ~~have~~our ~~the~~initial ~~ability~~business tocombination ~~recruit~~with ~~additional~~a ~~managers,~~target orbusiness that ~~such~~meets ~~additional~~some ~~managers~~but ~~will~~not ~~have~~all ~~the~~of ~~requisite~~these ~~skills,~~criteria ~~knowledge~~and orguidelines. ~~experience necessary~~We seek to acquire ~~enhance~~companies ~~the~~that ~~incumbent~~we ~~management.~~believe will have:

~~Shareholders~~● ~~may~~The ~~not~~potential to have ~~the~~a ~~ability~~market tocapitalization ~~approve our~~of above $1 billion post the initial business combination closing;

We● ~~may~~Attractive ~~conduct~~risk-adjusted ~~redemptions without~~returns afor ~~shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of~~ our ~~amended~~warrant ~~and~~holders ~~restated memorandum~~ and articles of association. However, we will seek shareholder approval if it is required by applicable law or stock exchange rule, or we may decide to seek shareholder approval for business or other legal reasons.shareholders;

~~Under~~● ~~the~~Sustainable ~~NYSE’s~~solutions ~~listing rules,~~that ~~shareholder~~have ~~approval~~a ~~would~~strong beenvironmental, ~~required~~social, ~~for~~governance ~~our~~component ~~initial~~and ~~business~~enable ~~combination~~carbon ~~if,~~emission ~~for example:~~reduction/de-carbonization;

● weA ~~issue~~business ~~ordinary~~model ~~shares~~with ~~that~~positive ~~will~~environmental beand ~~equal~~social toimpact, ortaking ininto ~~excess~~account ofstakeholders, ~~20%~~employees ofand the ~~number~~community, ofwithout ~~Class~~sacrificing Aa ~~ordinary~~financial ~~shares~~return ~~then~~for ~~outstanding~~our ~~(other than in a public offering)~~shareholders;

● ~~any~~A ofcompany ~~our~~that ~~directors,~~would ~~officers~~benefit orfrom ~~substantial~~our ~~shareholders~~management ~~(as~~team’s ~~defined~~operating byexpertise, ~~NYSE~~technical ~~rules)~~expertise, ~~has~~structuring ~~a 5% or greater interest (or such persons collectively have a 10% or greater interest)~~expertise, ~~directly~~extensive ~~or indirectly~~network, ininsight ~~the target business or assets to be acquired or otherwise~~ and ~~the~~capital ~~present~~markets orexpertise ~~potential issuance of ordinary shares could result~~ in anenergy ~~increase in issued and outstanding ordinary shares or voting power of 5% or more~~transition; or

● ~~the~~The ~~issuance~~capability orof ~~potential~~taking ~~issuance~~advantage of ~~ordinary~~paradigm ~~shares~~shifts ~~will~~created ~~result~~by growth of renewable generation in ~~our~~power ~~undergoing~~generation amix ~~change~~and resulting power market dislocations through the use of ~~control.~~disruptive technologies;

10● Substantial growth potential post the initial business combination closing;

~~Permitted purchases of our securities~~9

In● ~~the~~Leading ~~event~~positions ~~we seek shareholder approval of our initial business combination~~ and webarriers do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, officers or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of ~~our~~entry ~~initial~~within ~~business combination. There is no limit on~~ the ~~number of~~targeted ~~shares~~industries such persons may purchase. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. In the event our sponsor, directors, officers or their affiliates determine to make any such purchases at the time of a shareholder vote relating to our initial business combination, such purchases could have the effect of influencing the vote necessary to approve such transaction. None of the funds in the trust account will be used to purchase shares in such transactions. They will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. Such a purchase may include a contractual acknowledgement that ~~such~~exhibit ~~shareholder,~~strong although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. We have adopted an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with our legal counsel prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary.fundamentals;

In● ~~the~~Qualifications ~~event~~to ~~that~~be ~~our sponsor, directors, officers or their affiliates purchase shares in privately negotiated transactions from~~ public ~~shareholders~~companies ~~who~~and ~~have already elected~~ to ~~exercise~~benefit ~~their~~from ~~redemption~~having ~~rights,~~a ~~such~~public ~~selling~~currency ~~shareholders~~in ~~would~~order ~~be required~~ to ~~revoke~~enhance their ~~prior~~ability ~~elections~~ to ~~redeem~~pursue ~~their shares.~~accretive ~~We do not currently anticipate that such purchases~~acquisitions, ~~if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going~~high-~~private transaction~~return ~~subject~~capital ~~to the going-private rules under the Exchange Act; however~~projects, ~~if the~~and/or ~~purchasers~~strengthen ~~determine~~their atbalance ~~the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules.~~sheet;

● The ~~purpose~~ability ~~of such purchases would be~~ to ~~(i) vote~~capitalize ~~such~~on ~~shares~~unique ~~in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination~~ or ~~(ii) to~~specialized ~~satisfy~~technologies ~~a closing condition in an agreement with a target that requires us to have a minimum net worth~~ or ~~a certain amount of cash at the closing of our initial~~ business ~~combination,~~platforms; ~~where it appears that such requirement would otherwise not be met. This may result in the completion of our initial business combination that may not otherwise have been possible.~~and

In● ~~addition,~~Value ifthat ~~such~~has ~~purchases are~~been ~~made,~~discounted ~~the~~or ~~public~~disregarded ~~“float”~~by ~~of our ordinary shares may be reduced and~~ the ~~number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange~~marketplace.

~~Our~~While ~~sponsor,~~we ~~officers,~~use ~~directors~~these criteria ~~and/or~~in ~~their~~evaluating ~~affiliates~~business ~~anticipate~~combination ~~that~~opportunities, ~~they~~we may ~~identify~~decide ~~the~~to ~~shareholders~~enter ~~with~~into ~~whom~~a ~~our~~business ~~sponsor,~~combination ~~officers,~~with ~~directors~~a ortarget ~~their~~business ~~affiliates~~or businesses ~~may~~that ~~pursue~~meets ~~privately~~some ~~negotiated~~but ~~purchases~~not byall ~~either~~of ~~the~~these ~~shareholders~~proposed ~~contacting~~criteria. usThese ~~directly~~criteria orare bynot ~~our~~intended ~~receipt~~to ofbe ~~redemption~~exhaustive. ~~requests~~Any ~~submitted by~~evaluation ~~shareholders~~relating ~~following~~to the ~~our~~merits ~~mailing~~ of ~~proxy~~a ~~materials~~particular ~~in connection with our~~ initial business combination. Tomay ~~the~~be ~~extent~~based, ~~that~~to ~~our~~the ~~sponsor~~extent relevant, ~~officers,~~ ~~directors~~on orthese ~~their~~general ~~affiliates~~guidelines, ~~enter~~as ~~into~~well aas other ~~private purchase~~considerations, ~~they~~factors ~~would identify~~ and ~~contact~~criteria ~~only~~that ~~potential~~our ~~selling~~management ~~shareholders who~~team ~~have~~may ~~expressed~~deem ~~their~~relevant. ~~election~~If towe ~~redeem~~do ~~their~~not ~~shares~~complete ~~for~~the aLifezone ~~pro~~Business ~~rata~~Combination and ~~share~~if ofwe ~~the~~decide ~~trust~~to ~~account~~enter orinto ~~vote~~our ~~against~~initial ~~the~~ business combination~~. Such~~ ~~persons~~with ~~would~~a ~~select~~target ~~the~~business ~~shareholders~~that ~~from~~meets ~~whom~~some tobut ~~acquire~~not ~~shares~~all ~~based on the number~~ of ~~shares available,~~ the ~~negotiated~~above ~~price per~~criteria ~~share~~ and ~~such~~guidelines, ~~other~~we ~~factors~~will asdisclose ~~any~~that ~~such~~the ~~person~~target ~~may~~business ~~deem~~does ~~relevant~~not atmeet the ~~time~~above ofcriteria ~~purchase. The price per share paid~~ in ~~any~~our ~~such transaction may be different than the amount per share a public~~ shareholder ~~would~~communications ~~receive if it elected~~ related to ~~redeem its shares in connection with~~ our initial business combination~~. Our sponsor~~, ~~officers~~which, ~~directors~~as ordiscussed ~~their~~in ~~affiliates~~this ~~will~~Report, ~~only~~would ~~purchase~~be ~~shares~~in ifthe ~~such~~form ~~purchases~~of ~~comply with~~tender-offer documents ~~Regulation~~or Mproxy solicitation ~~under~~materials ~~the~~that ~~Exchange~~we ~~Act~~would ~~and~~file with the ~~other federal securities laws~~SEC.

~~Any~~Effecting purchases by our sponsor, officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. Our ~~sponsor,~~Initial ~~officers,~~Business ~~directors and/or their affiliates will not make purchases of ordinary shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.~~Combination

11General

~~Redemption~~We ~~rights~~are ~~for~~not ~~public~~presently ~~shareholders~~engaged in, ~~upon~~and we will not engage in, any operations until we consummate our initial business combination. We will effectuate our initial business ~~completion~~combination using cash from the proceeds of our initial public offering and the private placement, our equity, debt or a combination of these as the consideration to be paid in our initial business combination.

WeIf ~~will~~we ~~provide~~pay for our ~~public~~initial ~~shareholders~~business ~~with~~combination ~~the~~using ~~opportunity~~shares toor ~~redeem~~debt ~~all~~securities, or awe ~~portion~~do ofnot ~~their~~use ~~ordinary~~all ~~shares upon the completion~~ of ~~our initial business combination at a per-share price, payable in cash, equal to~~ the ~~aggregate~~funds ~~amount~~released ~~then~~from ~~on deposit in~~ the trust account ~~calculated~~for aspayment of ~~two business~~ ~~days~~the ~~prior~~purchase toprice ~~the~~in ~~consummation~~connection ofwith ~~the~~our ~~initial~~ business combination, ~~including~~or ~~interest~~for ~~(which~~redemptions ~~interest~~or ~~shall~~purchases ~~be net~~ of ~~taxes~~our ~~payable) divided~~ordinary ~~by the number of then outstanding public~~ shares, ~~subject~~we tomay ~~the~~apply ~~limitations described herein. As of December 31, 2021,~~ the ~~amount~~ inbalance ~~the trust account was approximately $10.20 per share and such amount may be increased by $0.10 per share for each three-month extension~~ of ~~our time to consummate our initial business combination, as described in this Report. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by~~ the ~~deferred~~cash ~~underwriting~~released ~~commissions we will pay~~ to ~~the~~us ~~underwriters. The~~from ~~redemption rights will include~~ the ~~requirement~~trust ~~that~~account afor ~~beneficial~~general ~~holder~~corporate ~~must identify itself in order to validly redeem its shares. Our sponsor~~purposes, ~~officers~~including ~~and~~for ~~directors~~maintenance ~~have~~or ~~entered~~expansion into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they may hold in connection with (i) the completion of ~~our initial~~operations ~~business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles~~ of ~~association (A) that~~acquired ~~would~~businesses, ~~modify~~ the ~~substance~~payment ~~or timing~~ of ~~our~~principal ~~obligation~~or tointerest ~~provide~~due ~~holders~~on ofindebtedness ~~our~~incurred ~~Class A ordinary shares the right to have their shares redeemed~~ in ~~connection~~consummating ~~with~~ our initial business combination or , to ~~redeem~~fund ~~100% of our public shares if we do not complete our initial business combination by January 25, 2023 (or July 25, 2023 if we fully extend~~ the ~~period~~purchase of ~~time~~other tobusinesses ~~consummate~~or ~~our initial~~assets ~~business combination in accordance with the terms described in this Report)~~ or ~~(B) with~~for ~~respect~~working ~~to any other provision relating to the rights of holders of our Class A ordinary shares~~capital.

~~Manner~~Although our management will assess the risks inherent in a particular target business with which we may combine, including LHL, we cannot assure you that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of ~~Conducting~~those ~~Redemptions~~risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely impact a target business.

We ~~will~~originally ~~provide~~had ~~our~~up ~~public~~to 15 ~~shareholders~~months ~~with~~from the ~~opportunity~~closing toof ~~redeem~~our ~~all~~initial public offering, or auntil ~~portion~~January 25, 2022, to consummate an initial business combination. However, our amended and restated memorandum and articles of ~~their~~association ~~Class A~~provide ~~ordinary~~that ~~shares~~we ~~upon~~may, ~~the~~by ~~completion~~resolution of our ~~initial business~~board ~~combination~~if ~~either~~requested ~~(i) in~~by ~~connection~~our ~~with~~sponsor, extend athe ~~general~~period ~~meeting~~of ~~called~~time to ~~approve~~consummate ~~the~~a business combination orup ~~(ii)~~ to two times, each by ~~means of~~an aadditional ~~tender~~three ~~offer.~~months ~~The~~(for ~~decision~~a astotal of up to ~~whether~~21 months, weor ~~will~~until ~~seek~~July ~~shareholder~~25, ~~approval~~2023, ofto complete a ~~proposed~~ business combination), subject to the sponsor (or ~~conduct~~its aaffiliates ~~tender~~or designees) ~~offer~~depositing ~~will~~into bethe ~~made~~trust byaccount, uson or prior to the applicable deadline, ~~solely~~additional infunds ~~our~~of ~~discretion~~$2,760,000, ~~and~~for ~~will~~each beof ~~based~~the onavailable three-month extensions, for a ~~variety~~total payment of ~~factors~~up to $5,520,000. Any such aspayments ~~the~~would ~~timing~~be ofmade in the ~~transaction~~form ~~and~~of non-interest bearing ~~whether~~loans. If we complete our initial business combination, we will, at the ~~terms~~option of ~~the~~our ~~transaction~~sponsor, ~~would~~repay ~~require~~such usloaned toamounts ~~seek~~out ~~shareholder~~of ~~approval~~the ~~under~~proceeds of the ~~law~~trust account released to us or ~~stock~~convert ~~exchange~~a ~~listing~~portion ~~requirement. Under~~or all of the ~~NYSE~~total ~~rules,~~loan ~~asset~~amount ~~acquisitions~~into ~~and~~units ~~share~~at ~~purchases~~a ~~would~~price ~~not~~of ~~typically~~$10.00 ~~require~~per ~~shareholder~~unit, ~~approval~~which units ~~while~~will ~~direct~~be ~~mergers~~identical ~~with our~~to ~~company~~the ~~where~~placement units. If we do not ~~survive~~complete ~~and~~a ~~any~~business ~~transactions~~combination, ~~where~~ we ~~issue~~will ~~more~~repay ~~than~~such ~~20%~~loans ofonly ~~our~~from ~~issued~~funds held ~~and~~outside ~~outstanding~~of ~~ordinary~~the ~~shares~~trust ~~or seek~~account, toif ~~amend~~any ~~our~~such ~~amended~~funds ~~and~~are ~~restated~~available. ~~memorandum~~We ~~and~~currently ~~articles~~believe ofwe ~~association~~will ~~would~~not ~~require~~have ~~shareholder~~sufficient ~~approval.~~funds Weleft ~~intend~~outside of tothe ~~conduct redemptions~~trust ~~without~~account ato ~~shareholder~~pay ~~vote~~back ~~pursuant~~such toloans ~~the~~if ~~tender~~our ~~offer~~initial ~~rules~~business ofcombination ~~the~~is ~~SEC~~not ~~unless~~completed. ~~shareholder~~Our ~~approval~~shareholders iswill ~~required~~not bybe ~~applicable~~entitled ~~law~~to vote or ~~stock~~redeem ~~exchange~~their ~~listing~~shares ~~requirements~~in orconnection wewith ~~choose~~any such extension. However, our shareholders will be entitled to ~~seek~~vote ~~shareholder~~and ~~approval~~redeem ~~for~~their shares ~~business~~in orconnection ~~other~~with ~~legal~~a ~~reasons.~~shareholder Someeting ~~long~~held asto ~~we obtain~~approve ~~and~~an ~~maintain~~initial business combination or in a ~~listing~~tender ~~for~~offer ~~our~~undertaken ~~securities~~in onconnection with ~~the~~such ~~NYSE,~~an initial business combination if we ~~will~~propose besuch ~~required~~a tobusiness ~~comply~~combination ~~with~~during ~~the~~any ~~NYSE~~three-month extension ~~rules~~period.

IfIn athe ~~shareholder~~event ~~vote~~that iswe ~~not~~receive ~~required~~notice ~~and~~from weour dosponsor ~~not~~five ~~decide~~days prior to ~~hold~~the adeadline ~~shareholder~~of ~~vote~~its wish for ~~business~~us orto ~~other~~effect ~~legal~~an ~~reasons~~extension, we ~~will~~intend to issue a press release announcing such intention at least three days prior to the deadline. In addition, ~~pursuant~~we intend to ~~our~~issue ~~amended~~a ~~and~~press ~~restated~~release the day after the ~~memorandum~~deadline announcing whether or not the funds had been timely deposited. Our sponsor and ~~articles~~its affiliates or permitted designees are not obligated to extend the time for us to complete our initial business combination. If we complete our initial business combination, we would repay such loaned amounts out of ~~association:~~the proceeds of the trust account released to us.

~~● conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and~~10

●On ~~file~~January ~~tender~~18, ~~offer~~2023, ~~documents~~our sponsor ~~with~~requested that we extend the ~~SEC~~date ~~prior~~by towhich ~~completing~~we ~~our~~must consummate an initial business combination ~~which~~from ~~contain~~January ~~substantially~~25, ~~the~~2023 ~~same~~to ~~financial~~April 25, ~~and~~2023. ~~other~~In ~~information~~connection ~~about~~with the ~~initial~~Extension, ~~business~~on ~~combination~~January ~~and~~19, ~~the~~2023, ~~redemption~~we ~~rights~~issued asthe isExtension ~~required~~Note ~~under~~in ~~Regulation~~the ~~14A~~principal amount of $2,760,000 to our sponsor. Also on January 19, 2023, our sponsor deposited the ~~Exchange~~Extension ~~Act~~Payment of $2,760,000 ~~which~~(representing ~~regulates~~$0.10 per public share) into the ~~solicitation~~trust account. This deposit enabled the Company to implement the Extension. The Extension is the first of ~~proxies~~two three-month extensions permitted under the Company’s governing documents as described above.

~~Upon~~If ~~the~~we ~~public~~are ~~announcement of~~unable ~~our~~to consummate an initial business combination by April 25, we2023 (or ~~our~~July ~~sponsor~~25, ~~will~~2023 ~~terminate~~if ~~any~~we ~~plan~~fully ~~established~~extend the period of time to consummate our initial business combination in accordance with ~~Rule 10b5-1~~ the terms described in this Report), we will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the trust account, equal to the aggregate amount then on deposit in the trust account including interest ~~purchase~~earned ~~our~~on ~~Class A~~the ~~ordinary~~funds ~~shares~~held in the ~~open~~trust ~~market~~account ifand wenot ~~elect~~previously released to ~~redeem~~us, ~~our~~divided by the number of then outstanding public shares, subject ~~through~~to aapplicable ~~tender~~law ~~offer~~and as further described herein, and then seek to ~~comply~~dissolve and liquidate. We expect that the pro rata redemption ~~with~~price ~~Rule 14e~~to be approximately $10.35 per share as of December 31, 2022 (excluding $.10 per share as a result of the extension payment) and such amount may be increased by $0.10 per public share for an additional three-5month ~~under~~extension of our time to consummate our initial business combination, as described in this Report, without taking into account any interest earned on such funds. However, we cannot assure you that we will in fact be able to distribute such amounts as a result of claims of creditors which may take priority over the ~~Exchange~~claims of ~~Act~~our public shareholders.

InThe ~~the~~NYSE ~~event we conduct redemptions pursuant to the tender offer~~ rules, ~~our~~require ~~offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a)~~that ~~under the Exchange Act, and we will not be permitted to complete~~ our initial business combination ~~until the expiration of the tender offer period. In addition, the tender offer will~~ be ~~conditioned~~with onone ~~public~~or ~~shareholders not tendering~~ more ~~than~~target abusinesses ~~specified number of public shares which are not purchased by our sponsor, which number will be based on the requirement~~ that wetogether ~~will~~have ~~only~~a ~~redeem~~fair ~~our~~market ~~public~~value ~~shares so~~equal ~~long~~to ~~as (after such redemption) our net tangible assets will be~~ at least ~~$5,000,001~~80% ~~either prior to or upon consummation~~ of ~~our initial~~ ~~business~~the ~~combination,~~net ~~after~~assets ~~payment~~held ofin the ~~deferred~~trust ~~underwriting~~account ~~commission~~ (soless ~~that~~any wedeferred ~~are~~underwriting ~~not~~commissions ~~subject~~and totaxes ~~the~~payable ~~SEC’s~~on ~~“penny stock”~~interest ~~rules~~earned) orat ~~any~~the ~~greater~~time that ~~net~~we ~~tangible~~sign ~~asset~~definitive oragreements ~~cash requirement which may be contained~~ in ~~the~~connection ~~agreement~~with ~~relating to~~ our initial business combination. IfHowever, ~~public~~if ~~shareholders~~our ~~tender~~securities ~~more~~are ~~shares~~not ~~than~~listed weon the ~~have~~NYSE ~~offered~~or toanother ~~purchase~~securities exchange, we will ~~withdraw~~no ~~the~~longer ~~tender~~be ~~offer~~subject ~~and not~~to ~~complete~~that ~~the initial business combination~~requirement.

12We may seek to raise additional funds through a private offering of debt or equity securities to finance our initial business combination, and we may effectuate an initial business combination using the proceeds of such offering rather than using the amounts held in the trust account. Subject to compliance with applicable securities laws, we would consummate such financing only simultaneously with the consummation of our business combination. In the case of an initial business combination funded with assets other than the trust account assets, our tender offer documents or proxy materials disclosing the business combination would disclose the terms of the financing and, only if required by applicable law or the NYSE, we would seek shareholder approval of such financing.

~~If,~~There ~~however,~~are ~~shareholder~~no ~~approval~~prohibitions ofon ~~the~~our ~~transaction~~ability ~~is required by applicable law or stock exchange listing requirement, or we decide~~ to ~~obtain~~raise ~~shareholder~~funds ~~approval~~privately ~~for business~~ or ~~other~~through ~~legal~~loans ~~reasons,~~in weconnection ~~will,~~with ~~pursuant to~~ our ~~amended~~initial ~~and~~business ~~restated memorandum and articles of association:~~combination.

●For ~~conduct~~more information regarding the ~~redemptions~~shares ~~in conjunction with a proxy solicitation pursuant~~ to ~~Regulation~~be ~~14A~~sold ofin ~~the~~connection ~~Exchange~~with ~~Act, which regulates~~ the ~~solicitation~~Lifezone ofBusiness ~~proxies~~Combination, ~~and~~please ~~not~~see ~~pursuant~~“Lifezone toBusiness ~~the~~Combination” ~~tender offer rules; and~~above.

●Sources ~~file~~of ~~proxy~~Acquisition ~~materials with the SEC.~~Candidates

WeTarget ~~expect~~business ~~that a final proxy~~candidates ~~statement~~may ~~would~~ be ~~mailed~~brought to ~~public~~our ~~shareholders~~attention atfrom ~~least~~various ~~10 days~~unaffiliated ~~prior~~sources, toincluding ~~the~~investment ~~shareholder~~bankers, ~~vote.~~attorneys, ~~However~~accountants, weventure ~~expect~~capital funds, ~~that~~private aequity ~~draft proxy~~funds, ~~statement~~leveraged ~~would~~buyout befunds, ~~made~~management ~~available~~buyout tofunds, ~~such~~brokers ~~shareholders~~and ~~well~~other inmembers ~~advance~~ of ~~such~~the ~~time,~~financial ~~providing~~community ~~additional~~and corporate ~~notice~~executives. ofThese ~~redemption~~target ~~if we~~candidates ~~conduct~~may ~~redemptions~~present insolicited ~~conjunction~~or ~~with~~unsolicited aproposals. ~~proxy~~We ~~solicitation.~~have ~~Although~~expected weand ~~are~~continue ~~not~~to ~~required~~expect such sources to dobecome ~~so,~~aware that we ~~currently~~are ~~intend~~seeking toa ~~comply with~~business ~~the~~combination ~~substantive~~candidate ~~and~~by ~~procedural~~a ~~requirements~~variety of ~~Regulation 14A~~means, inincluding ~~connection~~publicly ~~with~~available information ~~any~~relating ~~shareholder~~to ~~vote~~our ~~even~~initial ifpublic weoffering, ~~are~~public ~~not~~relations ~~able to~~and ~~maintain~~marketing ~~our~~efforts ~~NYSE~~or ~~listing~~direct orcontact ~~Exchange~~by ~~Act~~management ~~registration~~following the completion of our initial public offering.

InOur officers and directors, as well as their affiliates, may also bring to our attention target business candidates of which they become aware through their contacts. We may engage the services of professional firms or other individuals that specialize in business acquisitions, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only if our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of finder’s fees is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. In no event, however, will we ~~seek~~pay our sponsor, officers, directors, ~~shareholder~~or ~~approval~~executive advisors or any entities with which they are affiliated, any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is); our officers, wedirectors and executive advisors will ~~distribute~~have ~~proxy~~an ~~materials~~economic ~~and,~~interest in ~~connection~~securities ~~therewith~~held by our sponsor. However, ~~provide~~the following payments are made to our sponsor, officers, directors, executive advisors, or our or their affiliates: (i) repayment ~~public~~of ~~shareholders~~loans that our sponsor, members of our management team, executive advisors or any of their respective affiliates or other third parties may make to finance transaction costs in connection with an intended initial business combination (provided that if we do not consummate an initial business combination, we may use working capital held outside the ~~redemption~~trust ~~rights~~account ~~described~~to ~~above~~repay ~~upon~~such ~~completion~~loaned amounts, but no proceeds from our trust account would be used for such repayment), (ii) payments to our sponsor or its affiliate of a total of $10,000 per month for office space, administrative and support services, and (iii) reimbursements for any out-of-pocket expenses related to identifying, investigation and completing an initial business combination. Although some of our officers and directors may enter into employment or consulting agreements with the acquired business following our initial business combination, the presence or absence of any such arrangements will not be used as a criterion in our selection process of an acquisition candidate.

If we seek shareholder approval, we will complete our initial business combination only if we receive the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, pursuant to the terms of a letter agreement entered into with us, our sponsor, officers and directors have agreed (and their permitted transferees will agree) to vote any founder shares held by them and any public shares purchased during or after our initial public offering in favor of our initial business combination. We expect that at the time of any shareholder vote relating to our initial business combination, our sponsor and its permitted transferees will own approximately 22.98% of our issued and outstanding ordinary shares entitled to vote thereon. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. In addition, our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of a business combination.11

~~Our~~We ~~amended~~are ~~and~~not ~~restated~~prohibited ~~memorandum~~from ~~and~~pursuing ~~articles~~an ofinitial ~~association~~business ~~provide~~combination ~~that~~with wea ~~will~~company ~~only~~that ~~redeem~~is ~~our~~affiliated ~~public~~with ~~shares~~our sosponsor, ~~long~~officers, asdirectors ~~(after~~or ~~such~~their ~~redemption)~~affiliates. Additionally, ~~our~~we ~~net~~are ~~tangible~~not ~~assets will~~prohibited befrom ~~at least $5~~partnering,~~000,001~~ ~~either~~submitting ~~prior~~joint tobids, or ~~upon~~entering ~~consummation~~into ofany ~~our~~similar ~~initial~~transaction ~~business~~with ~~combination,~~such ~~after~~persons in ~~payment~~the pursuit of ~~the~~an ~~deferred~~initial ~~underwriting commission~~business ~~(so~~combination. ~~that~~While weLHL ~~are~~is not ~~subject~~affiliated towith ~~the~~our ~~SEC’s~~sponsor, ~~“penny~~officers ~~stock”~~or ~~rules).~~directors, ~~Redemptions~~in ofthe ~~our~~event ~~public shares may also~~we bedo ~~subject~~not toconsummate athe ~~higher~~Lifezone ~~net~~Business ~~tangible~~Combination ~~asset~~and ~~test~~we orseek ~~cash requirement pursuant~~ to complete an ~~agreement relating to our~~ initial business combination~~. For~~ ~~example,~~with ~~the~~a ~~proposed~~company ~~business~~that ~~combination~~is ~~may~~affiliated with ~~require:~~our ~~(i) cash~~sponsor, ~~consideration~~officers ~~to be paid to the target~~ or ~~its owners~~directors, ~~(ii) cash to~~or bewe ~~transferred~~partner towith ~~the~~such ~~target~~persons ~~for~~in ~~working~~our ~~capital~~pursuit orof ~~other~~an ~~general~~initial ~~corporate~~business ~~purposes~~combination, we, or ~~(iii) the~~a ~~retention~~ committee of ~~cash~~independent todirectors, ~~satisfy other~~would ~~conditions~~obtain inan ~~accordance~~opinion ~~with~~from ~~the~~an ~~terms~~independent ofinvestment ~~the~~banking ~~proposed~~firm ~~business~~or ~~combination.~~an Inindependent ~~the~~accounting ~~event~~firm, ~~the~~that such ~~aggregate~~an ~~cash~~initial ~~consideration~~business wecombination ~~would be~~is ~~required~~fair to ~~pay~~our ~~for~~shareholders ~~all~~from ~~Class A~~a ~~ordinary~~financial ~~shares~~point ~~that~~of ~~are~~view. ~~validly~~Generally, ~~submitted~~such ~~for~~opinion ~~redemption~~is ~~plus~~rendered ~~any amount required~~ to ~~satisfy~~ ~~cash~~a ~~conditions~~company’s ~~pursuant~~board toof ~~the~~directors ~~terms~~and ofinvestment ~~the~~banking ~~proposed~~firms ~~business~~may ~~combination~~take ~~exceed~~ the ~~aggregate~~view ~~amount~~that ofshareholders ~~cash~~may ~~available to us, we will~~ not ~~complete~~rely on the ~~business~~opinion. ~~combination~~Such view orwill ~~redeem~~not ~~any~~impact ~~shares,~~our ~~and~~decision ~~all~~on ~~Class A~~which ~~ordinary~~investment ~~shares~~banking ~~submitted~~firm ~~for redemption will be returned~~ to ~~the holders thereof~~hire.

~~Limitation~~Unless we consummate our initial business combination with an affiliated entity, we are not required to obtain a financial fairness opinion from an independent investment banking firm. If we do not obtain such an opinion, our shareholders will be relying on ~~redemption~~the ~~upon~~judgment ~~completion~~of our board of directors, who will determine fair market value and fairness based on standards generally accepted by the financial community. The application of such standards would involve a comparison, from a valuation standpoint, of our ~~initial~~business combination target to comparable public companies, as applicable, and a comparison of our contemplated transaction with such business combination iftarget weto ~~seek~~other ~~shareholder~~then-recently announced comparable ~~approval~~private and public company transactions, as applicable. The application of such standards and the basis of our board of directors’ determination will be discussed and disclosed in our tender offer or proxy solicitation materials, as applicable, related to our initial business combination.

~~Notwithstanding~~Other ~~the~~Acquisition foregoing, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our sponsor or its affiliates to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in our initial public offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us or our sponsor or its affiliates at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem no more than 15% of the shares sold in our initial public offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Our sponsor, officers and directors have, pursuant to a letter agreement entered into with us, waived their right to have any founder shares or public shares held by them redeemed in connection with (i) our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by January 25, 2023 (or by July 25, 2023 if we extend the period of time to consummate our initial business combination in accordance with the terms described in this Report) or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Unless any of our other affiliates acquires founder shares through a permitted transfer from an initial holder, and thereby becomes subject to the letter agreement, no such affiliate is subject to this waiver. However, to the extent any such affiliate acquires public shares in our initial public offering or thereafter through open market purchases, it would be a public shareholder and restricted from seeking redemption rights with respect to any Excess Shares.Considerations

13Members of our management team directly or indirectly own our ordinary shares and/or placement units, and, accordingly, have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors will have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

~~Tendering~~Each ~~share~~of ~~certificates~~our directors and officers presently has, and in ~~connection~~the future any of our directors and our officers may have additional, fiduciary or contractual obligations ~~with~~to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity. Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association provide that, subject to his or her fiduciary duties under Cayman Islands law, we renounce our interest in any corporate opportunity offered to any officer or director unless such opportunity is expressly offered to such person solely in his or her capacity as a ~~tender~~director ~~offer~~or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. We do not believe, however, that any fiduciary duties or ~~redemption~~contractual ~~rights~~obligations of our directors or officers would materially undermine our ability to complete our business combination.

WeIn ~~may require our public shareholders seeking to exercise their redemption rights~~addition, ~~whether they are record holders or hold their shares in “street name,” to either tender their certificates (if any) to~~ our ~~transfer agent prior to the date set forth in the tender offer documents~~sponsor, ~~or up to~~ ~~two~~officers ~~business~~and ~~days~~directors ~~prior~~may toparticipate ~~the vote on the proposal to approve the business combination~~ in the ~~event~~formation ~~we distribute proxy materials~~of, or to ~~deliver~~become ~~their~~an ~~shares~~officer ~~to the transfer agent electronically using the DWAC System, rather than simply voting against the initial business combination. The tender offer~~ or ~~proxy~~director ~~materials~~of, asany ~~applicable,~~other ~~that~~blank wecheck ~~will~~company ~~furnish~~ prior to ~~holders~~completion of our ~~public shares in connection with our~~ initial business combination. ~~will~~As ~~indicate~~a ~~whether~~result, weour ~~are requiring public shareholders to satisfy such delivery requirements~~sponsor, ~~which will~~officers ~~include~~or ~~the~~directors ~~requirement~~could ~~that~~have aconflicts ~~beneficial~~of ~~holder~~interest ~~must identify itself~~ in ~~order to validly redeem its shares. Accordingly, a public~~ ~~shareholder~~determining ~~would~~whether ~~have from the time we send out our tender offer materials until the close of the tender offer period, or up~~ to ~~two~~present ~~days prior to the vote on the~~ business combination ifopportunities ~~we distribute proxy materials, as applicable,~~ to ~~tender~~us ~~its~~or ~~shares if it wishes~~ to ~~seek to~~any ~~exercise~~other ~~its~~blank ~~redemption~~check ~~rights.~~company ~~Pursuant~~with towhich ~~the~~they ~~tender~~may ~~offer rules, the tender offer period will be not less than 20 business days~~become ~~and, in the case of a shareholder vote, a final proxy statement would be mailed to public shareholders at least 10 days prior to the shareholder vote~~involved. ~~However,~~Although we ~~expect~~have ~~that~~no aformal ~~draft~~policy ~~proxy~~in ~~statement~~place ~~would~~for bevetting ~~made~~potential ~~available~~conflicts ~~to such shareholders well in advance~~ of ~~such~~ ~~time~~interest, ~~providing~~our ~~additional~~board ~~notice~~ of ~~redemption~~directors ifwill wereview any ~~conduct~~potential ~~redemptions~~conflicts inof ~~conjunction~~interest ~~with~~on a ~~proxy solicitation~~case-by-case basis. ~~Given the relatively short exercise period, it is advisable for shareholders to use electronic delivery of their public shares.~~

~~There~~Initial isBusiness a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker $100.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.Combination

The ~~foregoing~~NYSE isrules ~~different from~~require ~~the procedures used by many blank check companies. In order to perfect redemption rights in connection with their business combinations,~~that ~~many~~our ~~blank check companies would distribute proxy materials for the shareholders’ vote on an~~ initial business combination, ~~and~~must ~~a holder~~be ~~could~~with ~~simply~~one ~~vote~~or ~~against~~more atarget ~~proposed~~businesses ~~business~~that ~~combination~~together ~~and~~have ~~check~~an aaggregate ~~box~~fair onmarket ~~the~~value ~~proxy~~equal ~~card indicating such holder was seeking~~ to at ~~exercise~~least ~~his~~80% orof ~~her redemption rights. After~~ the ~~business~~net ~~combination~~assets ~~was~~held ~~approved,~~in the ~~company~~trust ~~would~~account ~~contact~~(less ~~such~~any ~~shareholder~~deferred tounderwriting ~~arrange for~~commissions ~~him~~and ortaxes ~~her~~payable toon ~~deliver~~interest ~~his~~earned) at orthe ~~her~~time ~~certificate~~of toour ~~verify~~signing ~~ownership. As~~ a ~~result,~~definitive ~~the~~agreement ~~shareholder~~in ~~then~~connection ~~had~~with anour ~~“option~~initial ~~window” after the completion of the~~ business combination. ~~during~~If ~~which~~our heboard orof ~~she~~directors ~~could~~is ~~monitor~~not able ~~the~~to ~~price~~independently ofdetermine the ~~company’s~~fair ~~shares in the~~ market~~. If~~ ~~the~~value ~~price~~of ~~rose above~~ the ~~redemption~~target ~~price,~~business he or ~~she~~businesses, ~~could~~we ~~sell~~will ~~his~~obtain oran ~~her~~opinion ~~shares~~from inan ~~the~~independent investment ~~open~~banking ~~market~~firm ~~before~~or ~~actually~~another ~~delivering~~independent ~~his or~~firm ~~her~~that ~~shares~~commonly torenders ~~the~~valuation ~~company~~opinions for ~~cancellation. As a result,~~ the ~~redemption~~type ~~rights,~~of tocompany ~~which~~we ~~shareholders~~are ~~were~~seeking ~~aware they needed~~ to ~~commit~~ ~~before~~acquire ~~the~~or ~~general~~an ~~meeting,~~independent ~~would~~accounting ~~become~~firm ~~“option”~~with ~~rights~~respect ~~surviving~~to ~~past~~ the ~~completion~~satisfaction of ~~the~~such ~~business combination until the redeeming holder delivered its certificate~~criteria. ~~The~~We ~~requirement~~do ~~for~~not ~~physical~~intend ~~or electronic delivery prior~~ to ~~the~~purchase ~~general~~multiple ~~meeting ensures that~~businesses ain ~~redeeming~~unrelated ~~holder’s~~industries ~~election~~in toconjunction ~~redeem~~with isour ~~irrevocable~~initial ~~once the~~ business combination ~~is approved~~.

Any request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or the date of the general meeting set forth in our proxy materials, as applicable. Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination.12

IfWe anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire is100% ~~not~~of ~~approved~~the equity interests or ~~completed~~assets ~~for~~of ~~any~~the ~~reason~~target business or businesses. We may, ~~then~~however, structure our ~~public~~initial ~~shareholders~~business ~~who~~combination such ~~elected~~that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to ~~exercise~~meet ~~their~~certain ~~redemption~~objectives ~~rights~~of ~~would~~the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment ~~entitled~~Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to ~~redeem~~the ~~their~~business ~~shares~~combination ~~for~~may collectively own a minority interest in the ~~applicable~~post-transaction company, ~~pro~~depending ~~rata~~on ~~share~~valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the ~~trust~~outstanding ~~account~~capital stock, shares or other equity interests of a target. In this ~~such~~ case, we ~~will~~would ~~promptly~~acquire ~~return~~a ~~any~~100% ~~certificates~~controlling interest in the target. However, as a result of the issuance of a substantial number of ~~delivered~~new byshares, ~~public~~our ~~holders~~shareholders ~~who~~immediately ~~elected~~prior to ~~redeem~~our ~~their~~initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Based on the valuation analysis of our management and board of directors, we have determined that the fair market value of LHL was substantially in excess of 80% of the funds in the trust account and that the 80% test was therefore satisfied.

14We have filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.

IfStatus ~~our~~as ~~initial proposed business combination is not completed, we may continue to try to complete~~ a ~~business~~Public combination with a different target until January 25, 2023 (or July 25, 2023 if we fully extend the period of time to consummate our initial business combination in accordance with the terms described in this Report).Company

~~Redemption~~We ofbelieve our structure as a public company makes us an attractive business combination partner to target businesses, such as LHL. As an existing public company, we offer a target business an alternative to the traditional initial public offering through a merger or other business combination. In this situation, the owners of the target business would exchange their shares or other equity interests in the target business for our shares or for a combination of our shares and ~~liquidation~~cash, allowing us to tailor the consideration to the specific needs of the sellers. See if“Lifezone noBusiness Combination” above for more information about such share exchange in the Lifezone Business Combination. Although there are various costs and obligations associated with being a public company, we believe target businesses will find this method a more certain and cost effective method to becoming a public company than the typical initial public offering. In a typical initial public offering, there are additional expenses incurred in marketing, road show and public reporting efforts that may not be present to the same extent in connection with a business combination with us.

~~Our sponsor~~Furthermore, ~~officers~~once ~~and~~a proposed ~~directors~~business ~~have~~combination ~~agreed~~is ~~that~~completed, wesuch ~~will~~as ~~have~~the ~~until~~Lifezone ~~January~~Business 25Combination, ~~2023~~the ~~(or~~target ~~July~~business ~~25,~~will ~~2023~~have ifeffectively webecome ~~fully~~public, whereas ~~extend~~an ~~the period of time to consummate our~~ initial ~~business~~public ~~combination~~offering inis ~~accordance~~always ~~with~~subject ~~the terms described in this Report)~~ to ~~complete~~the ~~our~~underwriters’ ~~initial~~ability ~~business combination. If we are unable~~ to complete ~~our initial business combination by January 25, 2023 (or by July 25, 2023), we will: (i) cease all operations except for~~ the ~~purpose of winding up~~offering, ~~(ii)~~ as ~~promptly~~well as ~~reasonably~~general market ~~possible~~conditions, ~~but~~which ~~not~~could ~~more~~delay ~~than~~or ~~ten~~prevent ~~business days thereafter, redeem~~ the ~~public~~offering ~~shares,~~from atoccurring. aOnce ~~per-share price~~public, ~~payable~~we inbelieve ~~cash, equal to~~ the ~~aggregate~~target ~~amount~~business would then ~~on deposit in the trust account, including~~have ~~interest~~greater ~~(less~~access up to ~~$100,000~~capital ofand ~~interest~~an toadditional ~~pay~~means ~~dissolution expenses (which interest shall be net~~ of ~~taxes~~providing ~~payable)~~management ~~divided~~incentives byconsistent ~~the~~with ~~number of then outstanding public shares, which redemption will completely extinguish public~~ shareholders’ ~~rights~~interests. ~~as shareholders (including~~It ~~the~~can ~~right~~offer ~~to receive~~ further ~~liquidating~~benefits ~~distributions,~~by ifaugmenting ~~any),~~a ~~subject~~company’s toprofile ~~applicable~~among ~~law,~~potential ~~and~~new ~~(iii) as~~customers ~~promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders~~ and ~~our~~vendors ~~board of directors, liquidate~~ and ~~dissolve,~~aid ~~subject~~ in ~~each~~attracting ~~case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.~~talented There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination by January 25, 2023 (or by July 25, 2023)employees.

~~Our~~While ~~sponsor,~~we ~~officers~~believe ~~and~~that our ~~directors~~structure ~~have~~and ~~entered~~our ~~into~~management ateam’s ~~letter~~backgrounds ~~agreement~~will ~~with~~make us, ~~pursuant~~an toattractive ~~which~~business ~~they~~partner, ~~have~~some ~~waived~~potential ~~their~~target ~~rights~~businesses ~~to liquidating distributions from~~may ~~the~~have ~~trust~~a ~~account~~negative ~~with~~view ~~respect~~of tous ~~their~~since ~~founder shares if~~ we ~~fail~~are toa ~~complete~~blank ~~our~~check ~~initial~~company, ~~business~~without ~~combination~~an byoperating ~~January 25~~history, ~~2023~~and ~~(or by~~there ~~July~~is ~~25,~~uncertainty ~~2023~~relating ifto weour ability ~~fully~~to ~~extend~~obtain ~~the~~shareholder ~~period~~approval of ~~time to consummate~~ our proposed initial business combination inand ~~accordance~~retain ~~with~~sufficient ~~the~~funds ~~terms described~~ in ~~this Report). However, if~~ our ~~sponsor, officers or directors acquire public shares after our initial public offering, they will be entitled to liquidating distributions from the~~ trust account ~~with respect to such public shares if we fail to complete our initial business~~ ~~combination~~in byconnection ~~January 25, 2023 (or by July 25, 2023)~~therewith.

~~Our~~We ~~sponsor,~~are ~~officers~~an ~~and~~“emerging ~~directors~~growth ~~have agreed~~company,” ~~pursuant~~as todefined ain ~~written~~the ~~letter~~JOBS ~~agreement~~Act. ~~with~~We ~~us, that they~~ will ~~not~~remain ~~propose~~an ~~any~~emerging ~~amendment~~growth tocompany ~~our~~until ~~amended~~the ~~and~~earlier ~~restated memorandum and articles~~ of ~~association that would~~ (i1) ~~modify~~ the ~~substance~~last ~~or timing~~ day of ~~our~~the ~~obligation~~fiscal toyear ~~provide holders of our Class~~(a) Afollowing ~~ordinary shares~~ the ~~right~~fifth toanniversary ~~have~~of ~~their~~the ~~shares~~completion ~~redeemed~~of ~~in connection with~~ our initial ~~business combination or to redeem 100% of our~~ public ~~shares if we do not complete our initial business combination by January 25~~offering, ~~2023 (~~or byOctober ~~July~~ 25, ~~2023~~2026, ~~if we fully extend the period of time to consummate our initial business combination in accordance with the terms described in this Report) or~~ (iib) ~~with~~in ~~respect~~which ~~to the other provisions relating to shareholders’ rights or pre-business combination activity, unless~~ we ~~provide~~have ~~our public~~total ~~shareholders~~annual ~~with~~gross ~~the~~revenue ~~opportunity to redeem their Class A ordinary shares upon approval~~ of ~~any such amendment~~ at aleast ~~per-share~~$1.235 ~~price~~billion, ~~payable~~ or (c) in ~~cash,~~which ~~equal~~we toare ~~the~~deemed ~~aggregate~~to ~~amount~~be ~~then~~a onlarge ~~deposit in the trust account~~accelerated filer, ~~including interest (~~which ~~interest~~means ~~shall~~the bemarket ~~net~~value of ~~taxes~~ ~~payable) divided by the number of then outstanding public shares. However, we will only redeem~~ our ~~public~~ordinary shares sothat ~~long~~is asheld ~~(after such~~by ~~redemption)~~non-affiliates exceeds ~~our net tangible assets will be at least~~ $~~5,000,001~~700 million ~~either~~as ~~prior to or upon consummation~~ of ~~our~~the ~~initial business combination,~~end ~~after payment~~ of the ~~deferred~~second ~~underwriting~~fiscal ~~commission~~quarter ~~(so that we are not subject to the SEC’s “penny stock” rules). If this optional redemption right is exercised with respect to an excessive number~~ of ~~public shares~~ such ~~that~~fiscal weyear, ~~cannot~~and ~~satisfy~~ (2) the ~~net tangible~~date ~~asset~~on ~~requirement~~which ~~(described above),~~ we ~~would~~have ~~not~~issued ~~proceed~~more ~~with~~than ~~the~~$1.0 billion ~~amendment~~in ornon-convertible debt securities during the ~~related~~prior ~~redemption of our public shares~~three-year period.

IfAdditionally, we doare ~~not~~a ~~consummate our~~“smaller ~~initial~~reporting ~~business~~company” ~~combination~~as bydefined ~~the~~in ~~deadline~~Rule 10(f)(1) ~~set~~of ~~forth~~Regulation inS-K. ~~our~~Smaller ~~amended~~reporting ~~and~~companies ~~rested~~may ~~memorandum~~take ~~and~~advantage ~~articles~~ of ~~association,~~certain reduced wedisclosure ~~expect~~obligations, ~~that all~~including, ~~costs~~among ~~and~~other ~~expenses~~things, ~~associated~~providing ~~with~~only ~~implementing~~two ~~our~~years ~~plan~~ of ~~dissolution,~~audited asfinancial ~~well~~statements. asWe ~~payments~~will toremain a ~~any~~smaller ~~creditors,~~reporting ~~will~~company beuntil ~~funded~~the ~~from amounts~~last ~~remaining~~day ~~out~~ of the ~~$474,799~~fiscal ofyear ~~proceeds~~in ~~held~~which ~~outside~~ (1) the ~~trust~~market ~~account~~value as of ~~December~~our ~~31,~~ordinary ~~2021,~~shares ~~although~~held weby ~~cannot assure you~~non-affiliates exceeds ~~that~~$250 million ~~there~~as ~~will~~of bethe ~~sufficient~~end ~~funds~~of ~~for~~the ~~such~~second ~~purpose.~~fiscal ~~However,~~quarter ifof ~~those~~such ~~funds~~fiscal ~~are~~year, ~~not~~or ~~sufficient~~(2) our toannual ~~cover~~revenues ~~the~~exceeded ~~costs and expenses associated~~$100 million ~~with~~during ~~implementing~~such ~~our~~completed ~~plan~~fiscal ofyear ~~dissolution,~~and to the ~~extent~~market ~~that~~value ~~there~~of isour ~~any~~ordinary ~~interest~~shares ~~accrued~~held inby ~~the~~non-affiliates exceeds ~~trust~~$700 million ~~account not required to pay taxes,~~as weof ~~may request~~ the ~~trustee~~end toof ~~release~~the tosecond usfiscal anquarter ~~additional amount~~ of ~~up to $100,000 of~~ such ~~accrued~~fiscal ~~interest to pay those costs and expenses~~year.

If we were to expend all of the net proceeds of our initial public offering and the sale of the placement units, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by shareholders upon our dissolution would be approximately $10.20. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders will not be substantially less than $10.20. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.13

15Financial Position

~~Although~~With wefunds ~~will~~available ~~seek~~for ~~to have~~a ~~all third parties (other than our independent auditors), prospective target businesses or other entities with which we do~~ business ~~execute agreements~~combination ~~with us waiving any right, title, interest or claim of any kind~~ in ~~or to any monies held in~~ the ~~trust~~amount ~~account for the benefit~~ of ~~our public shareholders~~$285, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement650,505 ~~breach of fiduciary responsibility or other similar claims,~~ as ~~well as claims challenging the enforceability~~ of ~~the~~December ~~waiver~~31, in2022 ~~each~~before ~~case~~fees inand ~~order~~expenses toassociated ~~gain an advantage~~ with ~~respect to a claim against~~ our ~~assets,~~initial ~~including the funds held in the trust account. If any third party refuses to~~business ~~execute an agreement waiving such claims to the monies held in the trust account~~combination, ~~our~~we ~~management~~offer ~~will perform an analysis of the alternatives available to it and will only enter into an agreement with~~ a ~~third~~target ~~party~~business ~~that has not executed a waiver if management believes that~~ such ~~third~~ ~~party’s~~as ~~engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage~~ a ~~third~~LHL ~~party that refuses to execute~~ a ~~waiver~~variety ~~include the engagement~~ of aoptions ~~third~~such ~~party~~as ~~consultant~~creating ~~whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute~~ a ~~waiver~~liquidity ~~or in~~event ~~cases~~for ~~where~~its ~~management is unable to find a service provider willing to execute a waiver. In addition~~owners, ~~there is no guarantee that such~~providing ~~entities~~capital ~~will~~for ~~agree to waive any claims they may have in~~ the ~~future~~potential asgrowth aand ~~result~~expansion of, orits ~~arising~~operations ~~out of, any negotiations, contracts~~ or ~~agreements~~ ~~with~~strengthening usits ~~and~~balance ~~will~~sheet ~~not~~by ~~seek~~reducing ~~recourse~~its ~~against~~debt ~~the trust account for any reason~~ratio. ~~Upon redemption of our public shares, if~~ Because we are ~~unable~~ able to complete our initial business combination ~~within~~using ~~the~~our ~~prescribed time frame~~cash, debt or ~~upon~~equity ~~the~~securities, ~~exercise~~or of a ~~redemption right in connection with our initial business~~ combination, ~~we will be required to provide for payment~~ of ~~claims of creditors that were not waived that may be brought against us within~~ the 10 years following redemption. Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party (other than our independent auditors) for services rendered or products sold to usforegoing, ~~or a prospective~~ ~~target business with which~~ we have ~~discussed entering into a transaction agreement, reduce~~ the ~~amount~~flexibility ~~of funds in the trust account~~ to ~~below~~ ~~(i)~~use ~~$10.20 per public share or (ii) such lesser amount per public share held in~~ the ~~trust~~most ~~account~~efficient ascombination ofthat ~~the~~will ~~date~~allow ofus ~~the liquidation of the trust account, due~~ to ~~reductions~~tailor ~~in value of~~ the ~~trust~~consideration ~~assets, in each case net of the amount of interest which may be withdrawn~~ to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be ~~unenforceable~~paid ~~against a third party, then our sponsor will not be responsible~~ to the ~~extent of any liability for such third-party claims. We have not independently verified whether~~target ~~our~~business ~~sponsor has sufficient funds~~ to ~~satisfy~~fit ~~their~~its ~~indemnity~~needs ~~obligations~~ and ~~believe that our sponsor’s only assets are securities of our company~~desires. ~~None of our other officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.~~

InSee ~~the~~“Lifezone ~~event that the proceeds~~Business inCombination” ~~the~~above ~~trust~~for ~~account~~more ~~are~~information ~~reduced~~on ~~below (i) $10.20 per public share or (ii) such lesser amount per public share held in~~ the ~~trust account~~financing ~~as of the date of the liquidation of the trust account, due to reductions~~ in ~~value of~~ the ~~trust~~Lifezone ~~assets,~~Business in each case net of the amount of interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligationsCombination. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be substantially less than $10.20 per share.

WeEffecting seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all third parties (other than our independent auditors), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our ~~sponsor~~Initial ~~will~~Business also not be liable as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors. As of December 31, 2021, the amount held outside of the trust account was $$474,799.Combination

IfWe weare ~~file~~not apresently ~~bankruptcy or~~engaged ~~insolvency~~in, ~~petition~~and orwe anwill ~~involuntary bankruptcy insolvency petition is filed against us that is~~ not ~~dismissed,~~engage ~~the proceeds held~~ in ~~the trust account could be subject to applicable bankruptcy law~~, ~~and~~any ~~may~~operations beuntil ~~included~~we inconsummate our ~~bankruptcy~~initial ~~estate~~public ~~and~~combination. ~~subject~~We towill ~~the~~effectuate ~~claims~~our ofinitial business ~~third~~combination ~~parties~~using ~~with~~cash ~~priority~~from ~~over~~ the ~~claims~~proceeds of our ~~shareholders.~~initial Topublic ~~the~~offering ~~extent~~and ~~any~~the ~~bankruptcy~~private ~~claims~~placement ~~deplete~~of the ~~trust~~placement ~~account~~units, ~~we cannot assure you we will be able to return $10.20 per share to~~ our ~~public shareholders. Additionally~~shares, debt ifor ~~we file~~ a ~~bankruptcy~~combination ~~insolvency~~of ~~petition or~~these anas ~~involuntary~~the ~~bankruptcy~~consideration ~~insolvency~~to ~~petition~~be ispaid ~~filed~~in ~~against~~our usinitial ~~that~~business iscombination. ~~not~~We ~~dismissed~~may, ~~any~~although ~~distributions~~we ~~received~~do bynot ~~shareholders~~currently ~~could~~intend beto, ~~viewed~~seek ~~under~~to ~~applicable~~complete ~~debtor/creditor~~our ~~and/or~~initial ~~bankruptcy~~business ~~laws~~combination aswith ~~either~~ a ~~“preferential~~company ~~transfer”~~ or abusiness ~~“fraudulent conveyance.”~~that ~~As a result, a bankruptcy insolvency court could seek to recover all amounts received by our shareholders. Furthermore, our board~~ may be ~~viewed~~financially asunstable ~~having~~or ~~breached~~in its ~~fiduciary~~early stages ~~duty~~of todevelopment ~~our creditors and/~~or ~~may have acted in bad faith~~growth, ~~and~~start-up companies ~~thereby~~or ~~exposing itself~~companies ~~and~~with ~~our~~speculative ~~company~~business toplans ~~claims~~or ofexcess ~~punitive damages~~leverage, bywhich ~~paying~~would subject ~~public~~us ~~shareholders from the trust account prior~~ to ~~addressing~~ the ~~claims of~~numerous ~~creditors.~~risks Weinherent ~~cannot~~in ~~assure~~such ~~you~~companies ~~that~~and ~~claims will not be brought against us for these reasons~~businesses.

16If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other businesses or assets or for working capital.

~~Our~~We ~~public~~may ~~shareholders~~seek ~~will be entitled~~ to ~~receive~~raise additional funds ~~from~~through ~~the trust account only upon the earlier of (i) the completion of our initial business combination, (ii) the redemption of any public shares properly tendered in connection with~~ a ~~shareholder~~private ~~vote~~offering ~~to amend our amended and restated memorandum and articles~~ of ~~association~~debt ~~to (A) modify the substance~~ or ~~timing~~equity ofsecurities ~~our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed~~ in connection with ~~our~~the ~~initial~~completion ~~business combination or to redeem 100%~~ of our ~~public shares if we do not complete our~~ initial business combination ~~by January 25~~, ~~2023 (or by July 25, 2023 if we extend the period of time~~ to consummate our initial business combination in accordance with the terms described in this Report) or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity and ~~(iii) the redemption of all of our public shares if~~ we ~~are~~may ~~unable~~effectuate ~~to complete~~ our initial business combination byusing ~~January 25, 2023 (or by July 25, 2023 if we extend~~ the ~~period~~proceeds of ~~time~~such tooffering ~~consummate~~rather ~~our~~than ~~initial~~using ~~business combination in accordance with~~ the ~~terms~~amounts ~~described~~held in ~~this Report), subject to applicable law. In no other circumstances will a shareholder have any right or interest of any kind to or in~~ the ~~trust account. In the event we seek~~ shareholder approval in connection with our initial business combination, a shareholder’s voting in connection with the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the trust account. ~~Such shareholder must have also exercised its redemption rights described above.~~

~~Amended~~In ~~and~~the ~~Restated~~case ~~Memorandum~~of an initial business combination funded with assets other than the trust account assets, our tender offer documents or proxy materials disclosing the business combination would disclose the terms of the financing and, ~~Articles~~only if required by applicable law or stock exchange listing requirements, we would seek shareholder approval of ~~Association~~such financing. There are no prohibitions on our ability to raise funds privately or through loans in connection with our initial business combination.

~~Our~~For ~~amended~~more ~~and~~information ~~restated memorandum~~regarding ~~and articles of association contain certain requirements and restrictions relating to our initial public offering that will apply to us until~~ the ~~consummation~~financing of our initial business combination. If we seek to amend any provisions of our amended and restated memorandum and articles of association relating to shareholders’ rights or pre-business combination activity, we will provide dissenting public shareholders with the ~~opportunity~~Lifezone toBusiness ~~redeem~~Combination ~~their public shares in connection with any such vote. Our sponsor, officers~~ and ~~directors have agreed to waive any redemption rights with respect to their founder shares and public shares in connection with~~ the ~~completion~~related ~~of our initial business combination. Specifically~~agreements, ~~our~~please ~~amended~~see ~~and~~“Lifezone ~~restated~~Business ~~memorandum and articles of association provide, among other things,~~Combination” ~~that:~~above.

●Selection ~~prior to the consummation~~ of ~~our initial business combination, we shall either (1) seek shareholder approval of our initial business combination at~~ a ~~general~~Target ~~meeting~~Business called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) or (2) provide our public shareholders with the opportunity to tender their shares to us by means of a tender offer (and ~~thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share~~ Structuring of ~~the~~Our ~~aggregate~~Initial ~~amount~~Business ~~then on deposit in the trust account, including interest (which interest shall be net of taxes payable) in each case subject to the limitations described herein;~~Combination

●The weNYSE ~~will~~rules ~~consummate~~require that our initial business combination ~~only~~must ifbe wewith one or more target businesses that together have ~~net~~an ~~tangible~~aggregate ~~assets~~fair ofmarket value equal to at least ~~$5,000,001~~80% ~~either~~of ~~prior~~the tonet assets held in the trust account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of our signing a definitive agreement in connection with our initial business combination. The fair market value of the target or targets will be determined by our board of directors based upon ~~such~~one ~~consummation~~or ~~and,~~more ~~solely~~standards ifgenerally weaccepted ~~seek~~by ~~shareholder~~the ~~approval~~financial community, such weas ~~receive~~discounted ~~the~~cash ~~approval~~flow valuation or value of ancomparable ~~ordinary~~businesses. ~~resolution~~Our ~~under~~shareholders ~~Cayman~~will ~~Islands~~be ~~law~~relying on the business judgment of our board of directors, which ~~requires~~will have significant discretion in choosing the ~~affirmative~~standard ~~vote~~used ofto aestablish ~~majority~~the fair market value of the target ~~shareholders~~or ~~who~~targets, ~~attend~~ and ~~vote~~different atmethods aof ~~general~~valuation ~~meeting~~may ofvary ~~the~~greatly ~~company;~~in outcome from one another. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination.

●If if our ~~initial~~board ~~business combination~~ is not ~~consummated~~able to byindependently ~~January~~determine 25the fair market value of the target business or businesses, ~~2023~~we (will obtain an opinion from an independent investment banking firm or byanother ~~July~~independent ~~25,~~firm ~~2023~~that ifcommonly renders valuation opinions for the type of company we ~~extend~~are seeking to acquire or an independent accounting firm, with respect to the ~~period~~satisfaction of ~~time~~such criteria. We do not intend to ~~consummate~~purchase ~~our~~multiple ~~initial~~businesses in ~~business~~unrelated ~~combination~~industries in ~~accordance~~conjunction with ~~the~~our ~~terms~~initial ~~described~~business incombination. Subject to this ~~Report)~~requirement, ~~then~~ our ~~existence~~management will ~~terminate~~have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we will ~~distribute~~not ~~all~~be ~~amounts~~permitted into effectuate ~~the~~our ~~trust~~initial ~~account;~~business ~~and~~combination with another blank check company or a similar company with nominal operations.

● prior to our initial business combination, we may not issue additional ordinary shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination.14

~~These~~In ~~provisions~~any ~~cannot~~case, ~~be amended~~we ~~without~~will ~~the~~only complete ~~approval~~an ofinitial abusiness ~~special~~combination ~~resolution~~in ~~under~~which ~~Cayman~~we ~~Islands~~own ~~law,~~or ~~which~~acquire ~~requires~~50% ~~the~~or ~~approval~~more of ~~holders~~the ofoutstanding atvoting ~~least~~securities ~~two-thirds~~ of ~~our~~ ~~ordinary~~the ~~shares~~target ~~who~~or otherwise ~~attend~~acquire ~~and~~a ~~vote~~controlling interest in athe ~~general~~target ~~meeting.~~sufficient Infor ~~the~~it ~~event~~not weto ~~seek~~be ~~shareholder~~required ~~approval~~to inregister ~~connection~~as ~~with~~an ~~our~~investment ~~initial~~company under ~~business~~the ~~combination,~~Investment ~~our~~Company ~~amended~~Act. ~~and~~If ~~restated~~we ~~memorandum~~own ~~and~~or ~~articles~~acquire ofless ~~association~~than ~~provide~~100% ~~that~~of wethe ~~may~~equity ~~consummate~~interests ~~our~~or ~~initial~~assets ~~business combination~~of ~~only~~a iftarget ~~approved~~business byor anbusinesses, the ~~ordinary~~portion ~~resolution~~of ~~under~~such ~~Cayman~~business ~~Islands~~or ~~law,~~businesses ~~which~~that ~~requires~~are ~~the~~owned ~~affirmative~~or ~~vote~~acquired ofby ~~a majority of~~ the ~~shareholders~~post-transaction company ~~who~~is ~~attend~~what ~~and~~will ~~vote~~be atvalued afor purposes ~~general~~of ~~meeting~~the 80% of ~~the~~net ~~company~~assets test.

17To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.

~~Competition~~In evaluating a prospective target business, such as LHL, we conduct a thorough due diligence review which encompasses, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us.

InAny ~~identifying,~~costs ~~evaluating and~~incurred ~~selecting~~with ~~a target business for our initial business combination, we have encountered and may continue to encounter intense competition~~respect ~~from other entities having a business objective similar~~ to ~~ours,~~the ~~including~~identification ~~other blank check companies, private equity groups~~ and ~~leveraged buyout~~evaluation ~~funds, and operating businesses seeking strategic acquisitions. Many~~ of ~~these~~a ~~entities~~prospective are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than us. Our ability to acquire larger target ~~businesses is limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target~~ business. ~~Furthermore, our obligation to pay cash in connection~~ with ~~our~~which ~~public shareholders who exercise their redemption rights may reduce the resources available to us for~~ our initial business combination ~~and~~is ~~our outstanding warrants, and the future dilution they potentially represent, may~~ not beultimately completed ~~viewed~~will ~~favorably~~result byin ~~certain~~our ~~target~~incurring ~~businesses.~~losses ~~This~~and ~~may~~will ~~make~~reduce itthe ~~more~~funds ~~difficult~~we ~~for~~can ususe to ~~consummate~~complete ananother ~~initial~~ business combination ~~with a target business~~. ~~Any of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.~~

~~Conflicts~~Lack of ~~Interest~~Business Diversification

~~Each~~For ofan ~~our~~indefinite ~~officers and directors~~period ~~presently~~of ~~has,~~time ~~and~~after in the ~~future~~completion ~~any~~ of our ~~directors~~initial ~~and~~business ~~our officers may have additional~~combination, ~~fiduciary~~the orprospects ~~contractual~~for ~~obligations~~our tosuccess ~~other entities~~may ~~pursuant~~depend toentirely ~~which~~on ~~such~~the ~~officer~~future ~~or director is or will be required to present acquisition opportunities to such entity. Accordingly,~~performance ~~subject to his or her fiduciary duties under Cayman Islands law, if any~~ of ~~our~~a ~~officers~~single orbusiness. ~~directors~~Unlike ~~becomes~~other ~~aware~~entities ofthat anhave ~~acquisition~~the ~~opportunity which~~resources ~~is suitable for an entity~~ to ~~which~~complete hebusiness orcombinations ~~she~~with ~~has~~multiple ~~then~~entities ~~current~~in ~~fiduciary~~one or ~~contractual obligations, he or she will need to honor~~ ~~his~~several ~~or her fiduciary or contractual obligations to present such acquisition opportunity to such entity~~industries, ~~and only present~~ it tois usprobable ~~if such entity rejects the opportunity. Our amended and restated memorandum and articles of association provide~~ that, ~~subject to his or her fiduciary duties under Cayman Islands law,~~ we ~~renounce~~will ~~our~~not ~~interest~~have inthe ~~any~~resources ~~corporate opportunity offered~~ to ~~any~~diversify ~~officer~~our oroperations ~~director~~and ~~unless~~mitigate ~~such opportunity~~the isrisks ~~expressly~~of ~~offered~~being ~~to such person solely~~ in ~~his or her capacity as~~ a ~~director~~single orline ~~officer~~ of ~~our~~business. ~~company~~By ~~and~~completing ~~such~~our ~~opportunity is~~initial ~~one~~business wecombination ~~are~~with ~~legally~~only ~~and~~a ~~contractually~~single ~~permitted to undertake and would otherwise be reasonable for us to pursue. We do not believe~~entity, ~~however,~~ ~~that~~our ~~any~~lack ~~fiduciary duties or contractual obligations~~ of ~~our~~diversification ~~directors or officers would materially undermine our ability to complete our business combination.~~may:

~~Indemnity~~● subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and

~~Our~~● ~~sponsor~~cause ~~has agreed that it will be liable to~~ us ~~if and~~ to ~~the~~depend ~~extent~~on any claims by a third-party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the ~~amount~~ ofmarketing funds in the trust account to below (i) $10.20 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and ~~all rights~~sale ~~to seek access to the trust account and except as to any claims under our indemnity~~ of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a ~~third~~single ~~party,~~product ~~our~~or ~~sponsor~~limited ~~will~~number ~~not be responsible to the extent~~ of ~~any~~products ~~liability~~or ~~for such third party claims~~services. We have not independently verified whether our sponsor has sufficient funds to satisfy their indemnity obligations and believe our sponsor’s only assets are securities of our company. We have not asked our sponsor to reserve for such obligations.

~~Employees~~Limited Ability to Evaluate the Target’s Management Team

WeAlthough ~~currently~~we ~~have~~closely ~~six officers.~~scrutinize ~~Members~~the management of ~~our~~a ~~management~~prospective ~~team~~target ~~are~~business, ~~not~~including ~~obligated~~the tomanagement ~~devote~~of ~~any~~LHL, ~~specific~~when ~~number~~evaluating ofthe ~~hours~~desirability toof effecting our ~~matters~~initial business ~~but~~combination ~~they~~with ~~intend~~that business and plan to ~~devote~~continue asto ~~much of~~do ~~their~~so ~~time~~if asthe ~~they~~Lifezone ~~deem~~Business ~~necessary~~Combination tois ~~our~~not ~~affairs~~consummated ~~until~~and we ~~have~~seek other ~~completed~~business combination opportunities, our ~~initial~~assessment of the target business’s ~~combination.~~management ~~The~~may ~~amount~~not ofprove ~~time~~to ~~that~~be correct. In addition, ~~our~~the ~~officers~~future management may not have the necessary skills, qualifications or ~~any~~abilities ~~other~~to manage a public company. Furthermore, the future role of members of our management team, ~~devotes~~if any, in the target business cannot presently be stated with any ~~time~~certainty. ~~period~~Michael ~~varies~~Sedoy, ~~based~~CFO of onGoGreen ~~the~~Investments ~~stage~~Corp will become Interim CFO of ~~the~~LifeZone Metals. John Dowd, CEO and Govind Friedland, COO of GoGreen Investments Corp will join LifeZone Metals Board. While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business combination, including the Lifezone Business Combination, it is unlikely that any of them will devote ~~process~~their wefull ~~are~~efforts into our affairs subsequent to our initial business combination.

18We cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination.

~~Periodic~~Following ~~Reporting~~a ~~and~~business ~~Financial~~combination, we ~~Information~~may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that such additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

Our units, Class A ordinary shares, and warrants are registered under the Exchange Act, and as a result, we have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports, including this Report, will contain financial statements audited and reported on by our independent registered public auditors.15

WeShareholders ~~will~~May ~~provide~~Not ~~shareholders with~~Have ~~audited financial statements of~~ the ~~prospective~~Ability ~~target business as part of the tender offer materials or proxy solicitation materials sent~~ to ~~shareholders to assist them in assessing the target business. These financial statements may be required to be prepared in accordance~~Approve ~~with,~~Our orInitial beBusiness reconciled to, U.S. GAAP, or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. While this may limit the pool of potential acquisition candidates, we do not believe that this limitation will be material.Combination

We ~~will~~may beconduct ~~required to evaluate~~redemptions ~~our~~without ~~internal~~a ~~control~~shareholder ~~procedures~~vote ~~for~~pursuant to the ~~fiscal~~tender ~~year~~offer ~~ending~~rules ~~December 31,~~of ~~2022 as required by~~ the ~~Sarbanes-Oxley Act.~~SEC ~~Only~~subject ~~in the event we are deemed~~ to bethe aprovisions ~~large~~of ~~accelerated~~our ~~filer~~amended orand anrestated ~~accelerated~~memorandum and ~~filer~~articles ~~will~~of ~~we be required to have our internal control procedures audited~~association. AHowever, ~~target~~we ~~company~~will ~~may~~seek ~~not~~shareholder beapproval inif ~~compliance~~it ~~with~~is ~~the~~required ~~provisions~~by ofapplicable ~~the~~law ~~Sarbanes-Oxley Act~~or ~~regarding~~stock ~~adequacy~~exchange ofrule ~~their internal~~(as ~~controls.~~is ~~The~~the ~~development~~case ofin the ~~internal~~Lifezone ~~controls~~Business ofCombination), ~~any~~or ~~such~~we ~~entity to achieve compliance with the Sarbanes-Oxley Act~~ may ~~increase the~~decide ~~time~~to ~~and~~seek ~~costs~~shareholder ~~necessary~~approval tofor ~~complete~~business ~~any~~or ~~such~~other ~~acquisition~~legal reasons.

WeUnder ~~have filed a Registration Statement on Form 8-A with~~ the ~~SEC~~NYSE’s ~~to voluntarily register our securities under Section 12 of the Exchange Act. As a result,~~listing ~~we are subject to the~~ rules, ~~and~~shareholder ~~regulations~~approval ~~promulgated~~would ~~under~~be ~~the~~required ~~Exchange~~for ~~Act. We have no current intention of filing a Form 15 to suspend~~ our ~~reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our~~ initial business combination. if, for example:

We● ~~are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such,~~ we ~~are~~issue ~~eligible~~ordinary ~~to take~~shares ~~advantage of certain exemptions from various reporting requirements~~ that ~~are~~will ~~applicable~~be toequal ~~other public companies that are not “emerging growth companies” including, but not limited~~ to, ~~not~~or ~~being~~in ~~required~~excess toof ~~comply~~20% ~~with~~of the ~~auditor~~number ~~attestation requirements~~ of ~~Section 404 of~~Class ~~the~~A ~~Sarbanes-Oxley Act,~~ordinary ~~reduced~~shares ~~disclosure~~then ~~obligations~~outstanding ~~regarding~~(other ~~executive~~than ~~compensation~~ in ~~our periodic reports and proxy statements, and exemptions from the requirements of holding~~ a ~~non-binding advisory~~public vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.offering);

In● ~~addition,~~any ~~Section 107~~ of ~~the~~our ~~JOBS~~directors, ~~Act~~officers ~~also~~or ~~provides~~substantial ~~that~~shareholders an(as ~~“emerging~~defined ~~growth~~by ~~company”~~NYSE ~~can~~rules) ~~take~~has ~~advantage~~a of5% ~~the~~or ~~extended~~greater ~~transition~~interest ~~period~~(or ~~provided in~~such ~~Section 7(a)(2)(B)~~persons ofcollectively ~~the~~have ~~Securities~~a ~~Act~~10% ~~for~~or ~~complying~~greater ~~with~~interest), ~~new~~directly or ~~revised~~indirectly, ~~accounting~~in ~~standards.~~the Intarget ~~other~~business ~~words,~~or anassets ~~“emerging growth~~to ~~company”~~be ~~can~~acquired ~~delay~~or otherwise and the ~~adoption~~present ofor ~~certain~~potential ~~accounting~~issuance ~~standards~~of ~~until~~ordinary ~~those~~shares ~~standards~~could ~~would~~result ~~otherwise~~in ~~apply~~an toincrease ~~private~~in ~~companies. We~~issued ~~intend~~and tooutstanding ~~take~~ordinary ~~advantage~~shares ofor ~~the~~voting ~~benefits~~power of ~~this~~5% ~~extended~~or ~~transition~~more; ~~period.~~or

We● ~~will remain an emerging growth company until~~ the ~~earlier~~issuance ~~of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering,~~ or ~~October~~potential ~~25,~~issuance ~~2026, (b) in which we have total annual gross revenue~~ of ~~at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our~~ ordinary shares ~~that~~will isresult ~~held~~in ~~by non-affiliates exceeds~~our ~~$700 million~~undergoing asa ofchange ~~the end~~ of ~~the second fiscal quarter of such fiscal year, and (2) the date on which we have issued more than $1~~control.~~0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.~~

~~Exempted~~See ~~companies~~“Lifezone ~~are Cayman~~Business ~~Islands~~Combination” ~~companies~~above ~~wishing to conduct business outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, we have applied~~ for ~~and~~more ~~have~~information ~~received~~regarding ~~a tax exemption undertaking from~~ the ~~Cayman~~requisite ~~Islands government~~approvals ~~that,~~needed in ~~accordance with Section 6 of~~ the ~~Tax~~Lifezone ~~Concessions~~Business Law (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (1) on or in respect of our shares, debentures or other obligations or (2) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of usCombination.

19Permitted Purchases of Our Securities

~~Item~~In 1Athe event we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, officers or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. ~~Risk~~ ~~Factors~~There is no limit on the number of shares such persons may purchase, subject to compliance with applicable law and NYSE rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. In the event our sponsor, directors, officers or their affiliates determine to make any such purchases at the time of a shareholder vote relating to our initial business combination, such purchases could have the effect of influencing the vote necessary to approve such transaction. None of the funds in the trust account will be used to purchase shares in such transactions. They will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. We have adopted an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with our legal counsel prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary.

AsIn athe ~~smaller~~event ~~reporting~~that ~~company~~our sponsor, wedirectors, ~~are~~officers ~~not~~or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to ~~include~~revoke ~~risk~~their ~~factors~~prior inelections ~~this~~to ~~Report~~redeem their shares. ~~However~~We do not currently anticipate that such purchases, ~~below~~if isany, would constitute a ~~partial~~tender ~~list~~offer ofsubject ~~material~~to ~~risks,~~the ~~uncertainties~~tender ~~and~~offer ~~other~~rules ~~factors~~under ~~that~~the ~~could~~Exchange ~~have~~Act or a ~~material~~going-private transaction ~~effect~~subject onto the ~~Company~~going-private rules ~~and~~under ~~its~~the ~~operations:~~Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules.

●The wepurpose ~~are~~of such purchases would be to (i) reduce the number of public shares outstanding or (ii) to satisfy a ~~blank~~closing ~~check~~condition ~~company~~in an agreement with a notarget ~~revenue~~that orrequires ~~basis~~us to ~~evaluate~~have ~~our~~a ~~ability~~minimum tonet ~~select~~worth or a ~~suitable~~certain amount of cash at the closing of our initial business ~~target;~~combination, where it appears that such requirement would otherwise not be met. This may result in the completion of our initial business combination that may not otherwise have been possible.

●In weaddition, ~~may~~if ~~not~~such bepurchases are ~~able~~made, tothe ~~select~~public an“float” ~~appropriate~~of ~~target~~our ~~business~~ordinary orshares ~~businesses~~may be reduced and ~~complete~~the number of beneficial holders of our ~~initial~~securities may ~~business~~be ~~combination~~reduced, inwhich may make it difficult to maintain or obtain the ~~prescribed~~quotation, ~~time~~listing ~~frame;~~or trading of our securities on a national securities exchange.

~~● our expectations around the performance of a prospective target business or businesses may not be realized;~~16

●Our wesponsor, officers, directors and/or their affiliates anticipate that they may ~~not~~identify bethe ~~successful~~shareholders inwith ~~retaining~~whom our sponsor, officers, directors or ~~recruiting~~their ~~required~~affiliates may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders following our mailing of proxy materials in connection with our initial business combination. To the extent that our sponsor, officers, ~~key~~directors ~~employees~~or their affiliates enter into a private purchase, they would identify and contact only potential selling shareholders who have expressed their election to redeem their shares for a pro rata share of the trust account or ~~directors~~vote ~~following~~against the business combination. Such persons would select the shareholders from whom to acquire shares based on the number of shares available, the negotiated price per share and such other factors as any such person may deem relevant at the time of purchase. The price per share paid in any such transaction may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination;. Our sponsor, officers, directors or their affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws. Any public shares purchased by our sponsor or our directors, officers or advisors, or their respective affiliates in privately negotiated transactions will not (i) be purchased at a price higher than the price offered through the redemption process, (ii) be voted in favor of the initial business combination or (iii) have redemption rights, and if such public shares do have redemption rights then such rights will be waived by our sponsor or our directors, officers or advisors, or their respective affiliates.

●Any purchases by our sponsor, officers, directors and/or ~~directors~~their ~~may~~affiliates ~~have~~who ~~difficulties~~are ~~allocating~~affiliated ~~their~~purchasers ~~time~~under ~~between~~Rule 10b-18 under the ~~Company~~Exchange ~~and~~Act ~~other~~will ~~businesses~~only be ~~and~~made ~~may~~to ~~potentially~~the ~~have~~extent ~~conflicts~~such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of ~~interest~~the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with ~~our~~in ~~business~~order for the safe harbor to be available to the purchaser. Our sponsor, officers, directors and/or intheir affiliates ~~approving~~will ~~our~~not ~~initial~~make ~~business~~purchases ~~combination;~~of ordinary shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

●Redemption weRights ~~may~~for ~~not~~Public beShareholders Upon ~~able~~Completion ~~to obtain additional financing to complete our initial business combination or reduce the number~~ of ~~shareholders~~Our ~~requesting~~Initial ~~redemption;~~Business Combination

●We wewill ~~may~~provide ~~issue~~our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon the completion of our initial business combination, such as the Lifezone Business Combination, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares, subject to the limitations described herein. As of December 31, 2022, the amount in the trust account was approximately $10.35 per share (excluding $.10 per share as a result of the extension payment) and such amount may be increased by $0.10 per share if we extend the time we have to consummate our initial business combination by an additional three months, as described in this Report. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they may hold in connection with (i) the completion of our initial business combination atand (ii) a ~~price~~shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that iswould ~~less~~modify ~~than~~the substance or timing of our obligation to provide holders of our Class A ordinary shares the ~~prevailing~~right to ~~market~~have ~~price~~their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares atif ~~that~~we do not complete our initial business combination by April 25, 2023 (or July 25, 2023 if we fully extend the period of time; to consummate our initial business combination in accordance with the terms described in this Report) or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.

●Manner ~~you~~of ~~may~~Conducting ~~not be given the opportunity to choose the initial business target or to vote on the initial business combination;~~Redemptions

●We ~~trust~~will ~~account~~provide ~~funds~~our ~~may~~public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination, including the Lifezone Business Combination, either (i) in connection with a general meeting called to approve the business combination (as is the case in the Lifezone Business Combination) or (ii) if the Lifezone Business Combination is not consummated, by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be ~~protected~~made ~~against~~by ~~third~~us, ~~party~~solely ~~claims~~in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under the law or ~~bankruptcy;~~stock exchange listing requirement. Under the NYSE rules, asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. We intend to conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC unless shareholder approval is required by applicable law or stock exchange listing requirements or we choose to seek shareholder approval for business or other legal reasons. So long as we obtain and maintain a listing for our securities on the NYSE, we will be required to comply with the NYSE rules.

●If ana ~~active~~shareholder ~~market~~vote ~~for~~is not ~~our~~required ~~public~~and ~~securities’~~we ~~may~~do not ~~develop~~decide ~~and~~to ~~you~~hold a shareholder vote for business or other legal reasons, we will, ~~have~~pursuant ~~limited~~to ~~liquidity~~our amended and restated ~~trading;~~memorandum and articles of association:

● conduct the ~~availability~~redemptions pursuant to usRule of13e-4 ~~funds~~and ~~from~~Regulation ~~interest~~14E ~~income~~of on the ~~trust~~Exchange ~~account~~Act, ~~balance~~which ~~may~~regulate beissuer ~~insufficient~~tender ~~to operate our business prior to the business combination~~offers; and

~~● our financial performance following a business combination with an entity may be negatively affected by their lack an established record of revenue, cash flows and experienced management;~~17

● ~~there~~file ~~may~~tender beoffer ~~more~~documents ~~competition~~with tothe ~~find~~SEC anprior ~~attractive~~to ~~target~~completing ~~for~~our an initial business combination, which ~~could~~contain ~~increase~~substantially the ~~costs~~same ~~associated~~financial ~~with~~and ~~completing~~other ~~our~~information about the initial business combination and ~~may~~the ~~result~~redemption inrights ~~our~~as ~~inability~~is torequired ~~find~~under aRegulation ~~suitable~~14A ~~target;~~of the Exchange Act, which regulates the solicitation of proxies.

●Upon ~~changes~~the inpublic ~~the~~announcement of ~~market~~our ~~for~~initial ~~directors~~business ~~and~~combination, ~~officers~~we ~~liability~~or ~~insurance~~our ~~could~~sponsor ~~make~~will itterminate ~~more~~any ~~difficult~~plan ~~and~~established ~~more~~in ~~expensive~~accordance ~~for~~with usRule 10b5-1 to purchase our Class A ordinary shares in the open market if we elect to ~~negotiate~~redeem ~~and~~our ~~complete~~public anshares ~~initial~~through ~~business~~a ~~combination;~~tender offer, to comply with Rule 14e-5 under the Exchange Act.

●In the event we ~~may~~conduct ~~attempt~~redemptions pursuant to ~~simultaneously~~the ~~complete~~tender offer rules, our offer to redeem will remain open for at least 20 business ~~combinations~~days, in accordance with ~~multiple~~Rule 14e-1(a) under ~~prospective~~the ~~targets~~Exchange Act, ~~which~~and ~~may~~we ~~hinder~~will ~~our~~not ~~ability~~be permitted to complete our initial business combination ~~and~~until ~~give~~the ~~rise~~expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than a specified number of public shares which are not purchased by our sponsor, which number will be based on the requirement that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either prior to ~~increased~~or ~~costs~~upon ~~and~~consummation ~~risks~~of our initial business combination, after payment of the deferred underwriting commission (so that ~~could~~we ~~negatively~~are ~~impact~~not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our ~~operations~~initial business combination. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and ~~profitability;~~not complete the initial business combination.

●If, wehowever, ~~may~~shareholder approval ~~engage one or more~~ of ~~our~~the ~~underwriters~~transaction oris ~~one~~required ofby ~~their~~applicable ~~respective~~law ~~affiliates~~or tostock ~~provide~~exchange ~~additional~~listing ~~services to us after the initial public offering~~requirement, ~~which~~or ~~may~~we ~~include~~decide ~~acting~~to asobtain ashareholder ~~financial~~approval for ~~advisor in connection with an initial~~ business ~~combination~~ or asother ~~placement~~legal ~~agent~~reasons, inwe ~~connection with a related financing transaction. Our underwriters are entitled to receive deferred underwriting commissions that~~ will, bepursuant ~~released from the trust account only upon a completion of an initial business combination. These financial incentives may cause them~~ to ~~have~~our ~~potential~~amended ~~conflicts~~and ofrestated ~~interest~~memorandum ~~in rendering any such additional services to us after the initial public offering, including, for example, in connection with the sourcing~~ and ~~consummation~~articles of ~~an initial business combination;~~association:

20● conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and

● wefile ~~may~~proxy ~~attempt~~materials ~~to complete our initial business combination~~ with athe ~~private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all;~~SEC.

●We ~~since~~expect ~~our~~that ~~initial~~a ~~shareholders~~final ~~will~~proxy statement ~~lose~~would ~~their~~be ~~entire~~mailed ~~investment~~to inpublic usshareholders ifat ~~our~~least ~~initial~~10 days ~~business~~prior ~~combination~~to isthe ~~not~~shareholder ~~completed~~vote. ~~(other~~However, ~~than~~we ~~with~~expect ~~respect~~that toa ~~any~~draft proxy ~~public~~statement ~~shares~~would ~~they~~be ~~may~~made ~~have~~available ~~acquired~~to ~~during~~such orshareholders ~~after~~well ~~our~~in ~~initial~~advance ~~public~~of ~~offering)~~such time, ~~and~~providing ~~because~~additional ~~our~~notice ~~sponsor,~~of ~~officers~~redemption if ~~and~~we ~~directors~~conduct ~~may~~redemptions ~~profit~~in ~~substantially~~conjunction ~~even~~with ~~under~~a ~~circumstances~~proxy insolicitation. ~~which~~Although ~~our~~we ~~public~~are ~~shareholders~~not ~~would~~required ~~experience~~to ~~losses~~do inso, ~~connection~~we currently intend to comply with ~~their~~the ~~investment,~~substantive aand ~~conflict~~procedural requirements of ~~interest~~Regulation 14A ~~may~~in ~~arise~~connection inwith ~~determining~~any ~~whether~~shareholder avote ~~particular~~even ~~business~~if ~~combination~~we ~~target~~are isnot ~~appropriate~~able to ~~for~~maintain our ~~initial~~NYSE ~~business~~listing ~~combination;~~or Exchange Act registration.

●In ~~changes~~the inevent ~~laws~~that orwe ~~regulations~~seek shareholder orapproval ~~how~~of ~~such~~our ~~laws~~initial orbusiness ~~regulations are interpreted or applied~~combination, orwe awill ~~failure~~distribute toproxy ~~comply~~materials ~~with~~and, ~~any~~in ~~laws~~connection ~~or regulations~~therewith, ~~may~~provide ~~adversely~~our public ~~affect~~shareholders ~~our~~with ~~business,~~the ~~including~~redemption ~~our~~rights ~~ability~~described toabove ~~negotiate~~upon ~~and~~completion ~~complete~~of ~~our~~the initial business combination~~, and results of operations;~~.

●If we seek shareholder approval, we will complete our initial business combination only if we receive the ~~value~~approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, pursuant to the terms of a letter agreement entered into with us, our sponsor, officers and directors have agreed (and their permitted transferees will agree) to vote any founder shares ~~following~~held ~~completion~~by them and any public shares purchased during or after our initial public offering in favor of our initial business combination. isWe ~~likely~~expect tothat beat ~~substantially~~the ~~higher~~time ~~than~~of ~~the~~any ~~nominal~~shareholder ~~price~~vote ~~paid~~relating ~~for~~to ~~them~~our initial business combination, our ~~even~~sponsor ifand ~~the~~its ~~trading~~permitted ~~price~~transferees will own approximately 22.98% of our issued and outstanding ordinary shares atentitled ~~such~~to ~~time~~vote thereon. isEach ~~substantially~~public ~~less~~shareholder ~~than~~may ~~$10~~elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction.00 ~~per~~In ~~share;~~addition, our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of a business combination.

	●	resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not completed our initial business combination within the required time period, our public shareholders may receive only approximately $10.20 per share, or less than such amount in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless; and
	●	our ability to identify a target and to consummate an initial business combination may be adversely affected by economic uncertainty and volatility in the financial markets, including as a result of the military conflict in Ukraine.

Our amended and restated memorandum and articles of association provide that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either prior to or upon consummation of our initial business combination, after payment of the deferred underwriting commission (so that we are not subject to the SEC’s “penny stock” rules). Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof.

~~For~~See ~~the~~“Lifezone ~~complete list of risks~~Business ~~relating~~Combination” toabove ~~our~~for ~~operations,~~more ~~see~~information regarding the ~~section~~requisite ~~titled~~approvals ~~“Risk~~needed ~~Factors”~~for ~~contained~~the inLifezone ~~our~~Business ~~Registration Statement~~Combination.

~~Item 1B. Unresolved Staff Comments.~~18

~~Not~~Limitation ~~applicable.~~on Redemption Upon Completion of Our Initial Business Combination if We Seek Shareholder Approval

~~Item~~Notwithstanding the foregoing, 2if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares (as defined below). ~~Properties~~We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our sponsor or its affiliates to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in our initial public offering (“Excess Shares”) could threaten to exercise its redemption rights if such holder’s shares are not purchased by us or our sponsor or its affiliates at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem no more than 15% of the shares sold in our initial public offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Our sponsor, officers and directors have, pursuant to a letter agreement entered into with us, waived their right to have any founder shares or public shares held by them redeemed in connection with (i) our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by April 25, 2023 (or by July 25, 2023 if we fully extend the period of time to consummate our initial business combination in accordance with the terms described in this Report) or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Unless any of our other affiliates acquires founder shares through a permitted transfer from an initial holder, and thereby becomes subject to the letter agreement, no such affiliate is subject to this waiver. However, to the extent any such affiliate acquires public shares in our initial public offering or thereafter through open market purchases, it would be a public shareholder and restricted from seeking redemption rights with respect to any Excess Shares.

~~Our~~See ~~executive~~“Lifezone ~~offices are~~Business ~~located~~Combination” atabove ~~1021 Main St., Suite #1960, Houston, TX 77002, and our telephone number is (713) 337-4075. The cost~~ for ~~our~~more ~~use~~information ofregarding ~~this space is included in~~ the ~~$10,000~~requisite ~~per~~approvals ~~month~~needed ~~fee we pay to an affiliate of our sponsor~~ for ~~office~~the ~~space,~~Lifezone ~~administrative~~Business ~~and shared personnel support services~~Combination. ~~We consider our current office space adequate for our current operations.~~

~~Item~~Tendering 3.Share ~~Legal~~Certificates ~~Proceedings.~~in Connection With a Tender Offer or Redemption Rights

ToWe ~~the~~may ~~knowledge~~require of our ~~management~~public ~~team,~~shareholders ~~there~~seeking isto noexercise ~~litigation~~their ~~currently~~redemption ~~pending~~rights, whether they are record holders or ~~contemplated~~hold ~~against~~their usshares in “street name,” to either tender their certificates (if any) ofto our ~~officers~~transfer agent prior to the date set forth in the tender offer documents, or ~~directors~~up to two business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their ~~capacity~~shares to the transfer agent electronically using the DWAC System, rather than simply voting against the initial business combination. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements, which will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Accordingly, a public shareholder would have from the time we send out our tender offer materials until the close of the tender offer period, or ~~against~~up ~~any~~to two days prior to the vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, in the case of ~~our~~a ~~property~~shareholder vote, a final proxy statement would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we expect that a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Given the relatively short exercise period, it is advisable for shareholders to use electronic delivery of their public shares.

~~Item~~There 4is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The ~~Mine~~transfer ~~Safety~~agent ~~Disclosures~~will typically charge the tendering broker $100.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

~~Not applicable.~~19

21The foregoing is different from the procedures used by many blank check companies. In order to perfect redemption rights in connection with their business combinations, many blank check companies would distribute proxy materials for the shareholders’ vote on an initial business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her redemption rights. After the business combination was approved, the company would contact such shareholder to arrange for him or her to deliver his or her certificate to verify ownership. As a result, the shareholder then had an “option window” after the completion of the business combination during which he or she could monitor the price of the company’s shares in the market. If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to the company for cancellation. As a result, the redemption rights, to which shareholders were aware they needed to commit before the general meeting, would become “option” rights surviving past the completion of the business combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior to the general meeting ensures that a redeeming holder’s election to redeem is irrevocable once the business combination is approved.

~~PART~~Any IIrequest to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or the date of the general meeting set forth in our proxy materials, as applicable. Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination.

~~Item~~If our initial business combination 5.is ~~Market~~not ~~for~~approved ~~Registrant’s~~or ~~Common~~completed ~~Equity~~for any reason, ~~Related~~then ~~Stockholder~~our ~~Matters,~~public ~~and~~shareholders ~~Issuer~~who ~~Purchases~~elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of ~~Equity~~the ~~Securities~~trust account. In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.

(If the Lifezone Business Combination is not completed, we may continue to try to complete a) ~~Market~~business ~~Information~~combination with a different target until April 25, 2023 (or July 25, 2023 if we fully extend the period of time to consummate our initial business combination in accordance with the terms described in this Report).

~~Our~~Redemption ~~units,~~of ~~public~~Public ~~shares~~Shares and ~~public~~ ~~warrants are each traded on the NYSE under the symbols GOGN,U,~~Liquidation ~~GOGN,~~if ~~and~~no ~~GOGN.WS,~~Initial ~~respectively.~~Business ~~Our units commenced public trading on October 21, 2021, and our public shares and public warrants commenced separate public trading on December 13, 2021.~~Combination

Our sponsor, officers and directors have agreed that we will have until April 25, 2023 (bor July 25, 2023 if we fully extend the period of time to consummate our initial business combination in accordance with the terms described in this Report) ~~Holders~~to complete our initial business combination. If we are unable to complete the Lifezone Business Combination or another initial business combination by April 25, 2023 (or July 25, 2023 if we fully extend the period of time to consummate our initial business combination in accordance with the terms described in this Report), we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses (which interest shall be net of taxes payable) divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination by April 25, 2023 (or July 25, 2023 if we fully extend the period of time to consummate our initial business combination in accordance with the terms described in this Report).

OnOur ~~March 31~~sponsor, ~~2022~~officers and directors have entered into a letter agreement with us, ~~there~~pursuant ~~were~~to which they have waived their rights to liquidating distributions ~~two~~from ~~holders~~the oftrust ~~record~~account ofwith respect to their founder shares if we fail to complete our ~~units~~initial business combination by April 25, ~~one~~2023 (or ~~holder~~by ofJuly ~~record~~25, 2023 if we fully extend the period of time to consummate our initial business combination in accordance with the terms described in this Report). However, if our sponsor, officers or directors acquire public shares ofafter our ~~Class~~initial Apublic ~~ordinary~~offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares ~~and~~if ~~one~~we ~~holder~~fail ofto ~~record~~complete our initial business combination by April 25, 2023 (or July 25, 2023 if we fully extend the period of time to consummate our ~~warrants~~initial business combination in accordance with the terms described in this Report).

Our sponsor, officers and directors have agreed, pursuant to a written letter agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association that would (ci) modify ~~Dividends~~the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by April 25, 2023 (or by July 25, 2023 if we fully extend the period of time to consummate our initial business combination in accordance with the terms described in this Report) or (ii) with respect to the other provisions relating to shareholders’ rights or pre-business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares. However, we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either prior to or upon consummation of our initial business combination, after payment of the deferred underwriting commission (so that we are not subject to the SEC’s “penny stock” rules). If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement (described above), we would not proceed with the amendment or the related redemption of our public shares.

We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.20

~~(d)~~If ~~Securities~~we ~~Authorized~~do not consummate our initial business combination by the deadline set forth in our amended and rested memorandum and articles of association, we expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the $18,810 of proceeds held outside the trust account as of December 31, 2022, although we cannot assure you that there will be sufficient funds for ~~Issuance~~such ~~Under~~purpose. ~~Equity~~However, ~~Compensation~~if ~~Plans~~those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay taxes, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

~~None~~If we were to expend all of the net proceeds of our initial public offering and the sale of the placement units, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by shareholders upon our dissolution would be approximately $10.35 as of December 31, 2022 (excluding $.10 per share as a result of the extension payment). The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders will not be substantially less than $10.35 (excluding $.10 per share as a result of the extension payment). While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

Although we will seek to have all third parties (eother than our independent auditors), ~~Recent~~prospective ~~Sales~~target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of ~~Unregistered~~any kind in or to any monies held in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable to complete our initial business combination within the prescribed time frame, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.35 per public share as of December 31, 2022 (excluding $.10 per share as a result of the extension payment) or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, then our sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy their indemnity obligations and believe that our sponsor’s only assets are securities of our company. None of our other officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

~~None~~In the event that the proceeds in the trust account are reduced below (i) $10.35 per public share (excluding $.10 per share as a result of the extension payment) or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be substantially less than $10.35 per share (excluding $.10 per share as a result of the extension payment).

~~(f) Use of Proceeds from the Initial Public Offering~~21

OnWe ~~October~~seek ~~25,~~to ~~2021,~~reduce ~~pursuant~~the possibility that our sponsor will have to indemnify the ~~Registration~~trust ~~Statement,~~account ~~which~~due ~~was~~to ~~declared~~claims ~~effective~~of oncreditors ~~October~~by ~~20,~~endeavoring ~~2021,~~to ~~the~~have ~~Company~~all ~~consummated~~third ~~its~~parties ~~initial~~(other than ~~public~~our ~~offering~~independent ~~of 27~~auditors),~~600,000~~ ~~units,~~prospective ~~including~~target ~~3,600,000~~businesses ~~units issued~~or ~~pursuant~~other toentities ~~the~~with ~~exercise~~which ofwe ~~the~~do ~~underwriters’~~business ~~over-allotment~~execute ~~option~~agreements inwith ~~full.~~us waiving ~~Each~~any ~~unit~~right, ~~consists~~title, interest or claim of ~~one~~any ~~public~~kind ~~share~~in ~~and~~or ~~one-half of~~to ~~one~~monies ~~public~~held ~~warrant,~~in ~~with~~the ~~each~~trust ~~whole~~account. ~~public~~Our ~~warrant~~sponsor ~~entitling~~will ~~the~~also ~~holder~~not ~~thereof~~be liable as to ~~purchase~~any ~~one~~claims under our indemnity of the underwriters of our initial public ~~share~~offering ~~for~~against ~~$11.50~~certain ~~per~~liabilities, including liabilities ~~share.~~under ~~The~~the ~~units~~Securities ~~were~~Act. ~~sold~~In atthe aevent ~~price~~that ofwe ~~$10.00~~liquidate ~~per~~and ~~unit,~~it ~~generating~~is ~~gross~~subsequently ~~proceeds~~determined tothat the ~~Company~~reserve offor ~~$276,000,000. Citigroup~~claims and liabilities ~~Global~~is ~~Markets~~insufficient, ~~Inc.~~shareholders ~~and~~who ~~Credit~~received ~~Suisse~~funds ~~Securities~~from ~~(USA)~~our ~~LLC~~trust ~~acted~~account ascould ~~joint~~be ~~book-running~~liable ~~managers and~~for ~~representatives~~claims made by creditors. As of December 31, 2022, the ~~underwriters~~amount held outside of the ~~initial~~trust ~~public~~account ~~offering~~was $18,810.

AIf ~~total~~we offile ~~$281,520,000~~a bankruptcy or insolvency ofpetition or an involuntary bankruptcy insolvency petition is filed against us that is not dismissed, the proceeds ~~from~~held in the ~~initial~~trust ~~public~~account could ~~offering~~be ~~(which~~subject ~~amount~~to ~~included~~applicable $9bankruptcy law,~~660,000~~ ~~of the~~and ~~underwriters’~~may ~~deferred~~be ~~discount)~~included in our bankruptcy estate and subject to the ~~sale~~claims of ~~the~~third ~~private~~parties with ~~placement~~priority ~~units~~over ~~was~~the ~~placed~~claims inof aour Ushareholders.~~S.-based~~ To the extent any bankruptcy claims deplete the trust account, ~~maintained~~we cannot assure you bywe ~~Continental,~~will ~~acting~~be asable ~~trustee~~to return $10.35 ~~The~~per ~~proceeds~~share ~~held~~(excluding in$.10 ~~the~~per ~~trust~~share ~~account~~as ~~may~~a beresult ~~invested by~~of the ~~trustee~~extension ~~only~~payment) into Uour public shareholders.S. Additionally, ~~government~~if ~~securities~~we ~~with~~file a ~~maturity~~bankruptcy ofinsolvency ~~185~~petition ~~days~~or an involuntary bankruptcy insolvency petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or ~~less~~bankruptcy laws as either a “preferential transfer” or ina ~~money~~“fraudulent ~~market~~conveyance.” ~~funds~~As ~~investing~~a ~~solely~~result, ina Ubankruptcy insolvency court could seek to recover all amounts received by our shareholders.S. Furthermore, our board may be viewed as having breached its fiduciary duty to our ~~government~~creditors ~~treasury~~and/or ~~obligations~~may have acted in bad faith, and ~~meeting~~thereby ~~certain~~exposing ~~conditions~~itself ~~under~~and ~~Rule~~our ~~2a-7~~company ~~under~~to claims of punitive damages, by paying public shareholders from the ~~Investment~~trust ~~Company~~account ~~Act~~prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

Our public shareholders will be entitled to receive funds from the trust account only upon the earlier of (gi) the ~~Purchases~~completion of ~~Equity~~our ~~Securities~~initial business combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by April 25, 2023 (or by July 25, 2023 if we fully extend the ~~Issuer~~period of time to consummate our initial business combination in accordance with the terms described in this Report) or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity and ~~Affiliated~~(iii) the ~~Purchasers~~redemption of all of our public shares if we are unable to complete our initial business combination by April 25, 2023 (or by July 25, 2023 if we fully extend the period of time to consummate our initial business combination in accordance with the terms described in this Report), subject to applicable law. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. In the event we seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection with the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption rights described above.

~~None.~~Amended and Restated Memorandum and Articles of Association

22Our amended and restated memorandum and articles of association contain certain requirements and restrictions relating to our initial public offering that will apply to us until the consummation of our initial business combination. If we seek to amend any provisions of our amended and restated memorandum and articles of association relating to shareholders’ rights or pre-business combination activity, we will provide dissenting public shareholders with the opportunity to redeem their public shares in connection with any such vote. Our sponsor, officers and directors have agreed to waive any redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination. Specifically, our amended and restated memorandum and articles of association provide, among other things, that:

● ~~Item~~prior 6.to ~~Reserved.~~the consummation of our initial business combination, we shall either (1) seek shareholder approval of our initial business combination at a general meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) or (2) provide our public shareholders with the opportunity to tender their shares to us by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) in each case subject to the limitations described herein;

~~Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.~~22

~~References~~● towe ~~the~~will ~~“Company,” “us,”~~consummate “our” orinitial “business combination only if we” ~~refer~~have tonet ~~GoGreen~~tangible ~~Investments~~assets ~~Corporation.~~of ~~The~~at ~~following~~least ~~discussion~~$5,000,001 ~~and~~either ~~analysis of~~prior ~~our~~to ~~financial~~or ~~condition~~upon such consummation and, ~~results~~solely if we seek shareholder approval, we receive the approval of ~~operations~~an ~~should~~ordinary beresolution ~~read~~under inCayman ~~conjunction~~Islands ~~with~~law, ~~our~~which ~~audited~~requires ~~financial~~the ~~statements~~affirmative vote of a majority of the shareholders who attend and ~~related~~vote ~~notes included~~at ~~herein.~~a general meeting of the company;

~~Cautionary~~● ~~Note~~if ~~Regarding~~our ~~Forward-Looking~~initial ~~Statements~~business combination is not consummated by April 25, 2023 (or by July 25, 2023 if we extend the period of time to consummate our initial business combination in accordance with the terms described in this Report), then our existence will terminate and we will distribute all amounts in the trust account; and

~~All~~● ~~statements~~prior ~~other~~to ~~than statements~~our ofinitial historical fact included in this Report including, without limitation, statements under this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business ~~strategy and the plans and objectives of management for future operations~~combination, ~~are~~we ~~forward-~~may ~~looking~~not ~~statements.~~issue ~~When~~additional ~~used~~ordinary inshares ~~this~~that ~~Report,~~would ~~words~~entitle ~~such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or~~ the ~~Company’s~~holders ~~management,~~thereof ~~identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available~~ to, ~~the~~(i) ~~Company’s~~receive ~~management. Actual~~funds ~~results could differ materially~~ from ~~those contemplated by~~ the ~~forward-~~trust ~~looking~~account ~~statements as a result of certain factors detailed in our filings with the SEC. All subsequent written~~ or ~~oral~~(ii) ~~forward-looking~~vote ~~statements attributable to us or persons acting~~ on ~~the~~any ~~Company’s behalf~~initial ~~are~~business ~~qualified in their entirety by this paragraph~~combination.

~~The~~These ~~following~~provisions ~~discussion~~cannot ~~and~~be ~~analysis~~amended without the approval of a special resolution under Cayman Islands law, which requires the approval of holders of at least two-thirds of our ~~financial~~ordinary ~~condition~~shares who attend and ~~results~~vote ofin ~~operations~~a ~~should~~general bemeeting. ~~read~~In the event we seek shareholder approval in ~~conjunction~~connection with ~~the~~our ~~financial~~initial business ~~statements~~combination, our amended and ~~the~~restated ~~notes~~memorandum and articles of association provide that we may consummate our initial business ~~thereto~~combination ~~contained~~only ~~elsewhere~~if inapproved ~~this~~by ~~Report.~~an ~~Certain~~ordinary ~~information~~resolution ~~contained~~under inCayman ~~the~~Islands ~~discussion~~law, ~~and~~which ~~analysis~~requires ~~set~~the ~~forth~~affirmative ~~below~~vote ~~includes~~of ~~forward-looking~~a majority of ~~statements~~the ~~that~~shareholders ~~involve~~who ~~risks~~attend and ~~uncertainties~~vote at a general meeting of the company.

~~Overview~~Competition

WeIn ~~are~~identifying, evaluating and selecting a ~~blank~~target ~~check~~business ~~company incorporated~~for asour ainitial ~~Cayman~~business ~~Islands~~combination, ~~exempted~~such ~~company~~as LHL, we have encountered and ~~incorporated~~may ~~for~~continue ~~the~~to ~~purpose~~encounter ofintense competition ~~effecting~~from other entities having a ~~merger,~~business ~~share~~objective ~~exchange~~similar to ours, ~~asset~~including ~~acquisition~~other blank check companies, private equity groups ~~share~~and ~~purchase~~leveraged buyout funds, ~~reorganization~~and oroperating ~~similar~~businesses ~~business~~seeking ~~combination~~strategic ~~with~~acquisitions. ~~one~~Many orof ~~more~~these ~~businesses.~~entities Weare well established and have extensive ~~not~~experience ~~selected~~identifying ~~any~~and ~~specific~~effecting business combinations directly or through affiliates. Moreover, many of these competitors ~~combination~~possess ~~target~~greater financial, technical, human and other resources than us. WeOur ~~intend~~ability to ~~effectuate~~acquire larger target businesses is limited by our ~~initial~~available ~~business~~financial ~~combination~~resources. ~~using~~This ~~cash~~inherent ~~from~~limitation gives others an advantage in pursuing the ~~proceeds~~acquisition of a target business. Furthermore, our ~~initial~~obligation to pay cash in connection with our public ~~offering~~shareholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and ~~the~~our ~~private~~outstanding ~~placement~~warrants, ofand the ~~placement~~future ~~units,~~dilution ~~our~~they ~~shares~~potentially represent, ~~debt~~may ornot abe viewed favorably by certain target businesses. This may make it more difficult for us to consummate an initial business combination with a target business. Any of ~~cash,~~these ~~shares~~factors ~~and~~may ~~debt~~place us at a competitive disadvantage in successfully negotiating an initial business combination.

~~The~~Conflicts ~~issuance~~ of ~~additional ordinary shares in a business combination:~~Interest

●Each ~~may~~of ~~significantly~~our ~~dilute~~officers and directors presently has, and in the ~~equity~~future ~~interest~~any of ~~investors~~our directors and our officers may have additional, fiduciary or contractual obligations to other entities pursuant to which ~~dilution~~such ~~would~~officer ~~increase~~or director is or will be required to present acquisition opportunities to such entity. Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if ~~the~~any ~~anti-dilution~~of ~~provisions~~our inofficers ~~the~~or ~~Class~~directors Bbecomes ~~ordinary~~aware ~~shares~~of ~~resulted~~an acquisition inopportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only present it to us if such entity rejects the ~~issuance~~opportunity. Our amended and restated memorandum and articles of ~~Class~~association Aprovide that, ~~ordinary~~subject ~~shares~~to onhis or her fiduciary duties under Cayman Islands law, we renounce our interest in any corporate opportunity offered to any officer or director unless such opportunity is expressly offered to such person solely in his or her capacity as a ~~greater~~director ~~than~~or officer of our company and such opportunity is one- we are legally and contractually permitted to~~-one~~ ~~basis~~undertake ~~upon~~and ~~conversion~~would otherwise be reasonable for us to pursue. We do not believe, however, that any fiduciary duties or contractual obligations of ~~the~~our ~~Class~~directors Bor ~~ordinary~~officers ~~shares;~~would materially undermine our ability to complete our business combination.

~~● may subordinate the rights of holders of ordinary shares if preference shares are issued with rights senior to those afforded our ordinary shares;~~Indemnity

●Our ~~could~~sponsor ~~cause~~has agreed that it will be liable to us if and to the extent any claims by a ~~change~~third-party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of ~~control~~funds ifin the trust account to below (i) $10.35 per public share (excluding $.10 per share as a ~~substantial~~result ~~number~~of the extension payment) or (ii) such lesser amount per public share held in the trust account as of ~~our~~the ~~ordinary~~date ~~shares~~of ~~are~~the ~~issued~~liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may ~~affect,~~be ~~among~~withdrawn ~~other~~to ~~things~~pay taxes, ~~our~~except ~~ability~~as to ~~use~~any claims ~~our~~by ~~net~~a ~~operating~~third ~~loss~~party ~~carry~~who ~~forwards,~~executed ifa waiver of any, and ~~could~~all ~~result~~rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the ~~resignation~~event orthat ~~removal~~an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether our ~~present~~sponsor ~~officers~~has sufficient funds to satisfy their indemnity obligations and ~~directors;~~believe our sponsor’s only assets are securities of our company. We have not asked our sponsor to reserve for such obligations.

~~● may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and~~23

~~● may adversely affect prevailing market prices for our Class A ordinary shares and/or warrants.~~Employees

~~Similarly,~~We ifcurrently have six officers. Members of our management team are not obligated to devote any specific number of hours to our matters but they devote as much of their time as they deem necessary to our affairs until we ~~issue~~have ~~debt~~completed our initial business combination. The amount of time that our officers ~~securities,~~or itany ~~could~~other ~~result~~members of our management team devotes in: any time period varies based on the stage of the business combination process we are in.

●Periodic ~~default~~Reporting and ~~foreclosure~~Financial ~~on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;~~Information

23Our units, Class A ordinary shares, and warrants are registered under the Exchange Act, and as a result, we have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports, including this Report, contain financial statements audited and reported on by our independent registered public auditors.

●We ~~acceleration~~will provide shareholders with audited financial statements of ~~our~~the ~~obligations~~prospective target business as part of the tender offer materials or proxy solicitation materials sent to ~~repay~~shareholders to assist them in assessing the ~~indebtedness~~target ~~even~~business. ifThese wefinancial ~~make~~statements ~~all~~may ~~principal~~be required to be prepared in accordance with, or be reconciled to, GAAP or IFRS, depending on the circumstances and ~~interest~~the ~~payments~~historical ~~when~~financial ~~due~~statements ifmay webe ~~breach~~required ~~certain~~to ~~covenants~~be audited ~~that~~in ~~require~~accordance with the ~~maintenance~~PCAOB. These financial statement requirements may limit the pool of ~~certain~~potential ~~financial~~target ~~ratios~~businesses orwe ~~reserves~~may acquire ~~without~~because asome ~~waiver~~targets ormay ~~renegotiation~~be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. While this may limit the pool of potential acquisition candidates, we do not believe that ~~covenant;~~this limitation will be material.

●We are required to evaluate our ~~immediate~~internal ~~payment~~control ofprocedures ~~all~~for ~~principal~~the ~~and~~fiscal ~~accrued~~year ~~interest~~ending December 31, if2022 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer will we be required to have our internal control procedures audited. A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any, ifsuch entity to achieve compliance with the ~~debt~~Sarbanes-Oxley Act ~~security~~may isincrease the ~~payable~~time onand ~~demand;~~costs necessary to complete any such acquisition.

●We have filed a Registration Statement on Form 8-A with the SEC to voluntarily register our ~~inability~~securities under Section 12 of the Exchange Act. As a result, we are subject to ~~obtain~~the ~~necessary~~rules ~~additional~~and ~~financing~~regulations ifpromulgated under the ~~debt~~Exchange ~~security~~Act. ~~contains~~We ~~covenants~~have ~~restricting~~no ~~our~~current ~~ability~~intention of filing a Form 15 to ~~obtain~~suspend ~~such~~our ~~financing~~reporting ~~while~~or other obligations under the ~~debt~~Exchange ~~security~~Act isprior ~~outstanding;~~or subsequent to the consummation of our initial business combination.

●We ~~our~~are ~~inability~~an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take ~~pay~~advantage ~~dividends~~of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our ~~ordinary~~securities ~~shares;~~less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

●In ~~using~~addition, aSection 107 of ~~substantial~~the ~~portion~~JOBS ofAct ~~our~~also ~~cash~~provides ~~flow~~that toan ~~pay~~“emerging ~~principal~~growth ~~and~~company” ~~interest~~can ontake ~~our~~advantage ~~debt,~~of ~~which~~the ~~will~~extended ~~reduce~~transition period provided in Section 7(a)(2)(B) of the ~~funds~~Securities ~~available~~Act for ~~dividends~~complying onwith ~~our~~new ~~ordinary~~or ~~shares~~revised ifaccounting ~~declared,~~standards. ~~expenses,~~In ~~capital~~other ~~expenditures~~words, ~~acquisitions~~an ~~and~~“emerging growth ~~other~~company” ~~general~~can ~~corporate~~delay ~~purposes;~~the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

●We ~~limitations~~will onremain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our ~~flexibility~~initial public offering, or October 25, 2026, (b) in ~~planning~~which ~~for~~we ~~and~~have ~~reacting~~total toannual ~~changes~~gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ~~business~~ordinary shares that is held by non-affiliates exceeds $700 million as of the end of the second fiscal quarter of such fiscal year, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the ~~industry~~prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in ~~which~~the weJOBS ~~operate;~~Act.

●Exempted ~~increased~~companies ~~vulnerability~~are Cayman Islands companies wishing to ~~adverse~~conduct ~~changes~~business inoutside ~~general~~the ~~economic,~~Cayman ~~industry~~Islands and, ~~competitive~~as ~~conditions~~such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, we have applied for and ~~adverse~~have ~~changes~~received ina tax exemption undertaking from the Cayman Islands government ~~regulation;~~that, in accordance with Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (1) on or in respect of our shares, debentures or other obligations or (2) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.

● limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.24

AsItem ~~indicated in the accompanying financial statements, at December 31, 2021 we had $474,799 in cash held outside of our trust account~~1A. ~~Further,~~Risk ~~we expect to continue to incur significant costs in the pursuit of our acquisition plans~~Factors. ~~We cannot assure you that our plans to complete our initial business combination will be successful.~~

~~Results~~As a smaller reporting company under Rule 12b-2 of ~~Operations~~the Exchange Act, we are not required to include risk factors in this Report. However, below is a partial list of material risks, uncertainties and ~~Known~~other ~~Trends~~factors orthat ~~Future~~could ~~Events~~have a material effect on the Company and its operations:

~~All~~● ~~activity~~we ~~through~~are ~~October 25,~~a ~~2021,~~blank ~~relates~~check tocompany ~~our~~with ~~formation~~no ~~and~~revenue ~~the~~or ~~initial~~basis ~~public~~to ~~offering.~~evaluate ~~Since the initial public offering,~~ our ~~activities~~ability ~~have been limited~~ to ~~the~~select ~~evaluation of business combination candidates. We generate non-operating income in the form of interest income on marketable securities held in the trust account. We are incurring expenses as~~ a ~~result~~suitable ~~of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as expenses as we conduct due diligence on prospective~~ business ~~combinations~~target;

~~For~~● ~~the~~we ~~year~~may ~~ended~~not ~~December 31,~~be ~~2021,~~able weto ~~had~~select aan ~~net~~appropriate ~~loss~~target ofbusiness ~~$475,413,~~or ~~which~~businesses ~~consists~~and ofcomplete ~~operating~~our ~~costs~~initial ofbusiness ~~$479,576~~combination ~~partially~~in ~~offset~~the byprescribed ~~$4,163~~time ~~of interest income.~~frame;

~~Liquidity~~● ~~and~~our ~~Capital~~expectations ~~Resources~~around the performance of a prospective target business, such as LHL, or businesses may not be realized;

~~Until~~● ~~the~~we ~~consummation~~may ofnot ~~the initial~~be ~~public~~successful ~~offering,~~in ~~our~~retaining ~~only~~or ~~sources~~recruiting ofrequired ~~liquidity were an initial purchase of founder shares of $25~~officers,~~000~~ bykey ~~the~~employees ~~sponsor,~~or ~~and~~directors afollowing ~~total of $375,000 from~~ our ~~sponsor~~initial ~~under~~business ~~an unsecured promissory note. As of December 31, 2021, the amounts borrowed under the promissory note have been repaid in full.~~combination;

On● ~~October 25, 2021, we consummated~~ our ~~initial~~officers ~~public~~and ~~offering~~directors inmay ~~which~~have wedifficulties ~~sold~~allocating ~~27,600,000~~their ~~units~~time atbetween athe ~~price~~Company ofand ~~$10.00~~other ~~per~~businesses ~~unit generating gross proceeds of $276,000,000 before underwriting fees~~ and ~~expenses.~~may ~~Our~~potentially ~~sponsor~~have ~~purchased~~conflicts ~~1,335,000 placement units at a price~~ of ~~$10.00~~interest ~~per~~with ~~unit~~our ~~generating~~business ~~$13,350,000~~ or in aapproving ~~private~~our ~~placement that occurred simultaneously with the~~ initial ~~public~~business ~~offering.~~combination;

In● ~~connection with the initial public offering,~~ we ~~incurred~~may ~~offering~~not ~~costs~~be ofable ~~$15,817,581~~to ~~(including~~obtain anadditional ~~underwriting~~financing ~~fee of $5,520,000 and deferred underwriting commissions of $9,660,000). Other incurred offering costs consisted principally of preparation fees related~~ to ~~the~~complete ~~initial~~our ~~public offering. A total of $281,520,000 ($10.20 per unit sold in the~~ initial ~~public~~business ~~offering)~~combination ofor ~~the~~reduce ~~net proceeds from~~ the ~~initial~~number ~~public offering and the private placement were deposited in the trust account established for the benefit~~ of ~~our~~shareholders ~~public~~requesting ~~shareholders.~~redemption;

As● ofwe ~~December~~may ~~31,~~issue ~~2021,~~our ~~we have~~shares ~~available~~ to usinvestors ~~$474,799~~in ofconnection ~~cash~~with on our ~~balance~~initial ~~sheet. We will use these funds primarily to evaluate target businesses, perform~~ business~~, legal,~~ ~~and~~combination ~~accounting~~at ~~due~~a ~~diligence~~price onthat ~~prospective~~is ~~target~~less ~~businesses,~~than ~~travel to and from~~ the ~~offices,~~prevailing ~~plants~~market orprice ~~similar locations~~ of ~~prospective target~~our ~~businesses~~shares orat ~~their~~that ~~representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.~~time;

24● you may not be given the opportunity to choose the initial business target or to vote on the initial business combination;

In● order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account tofunds ~~repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans~~ may be convertible into units at a price of $10.00 per unit at the option of the lender at the time of the business combination. The units would be identical to the placement units sold in the private placement. The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor, members of our management team or any of their affiliates as we do not believe third parties will be ~~willing~~protected ~~to loan such funds and provide a waiver~~ against ~~any~~third ~~and~~party ~~all~~claims ~~rights~~or ~~to seek access to funds in our trust account.~~bankruptcy;

~~Prior~~● toan ~~the~~active ~~completion~~market ~~of our~~for ~~initial business combination, we expect~~ our ~~primary~~public ~~liquidity~~securities requirements during that period to include approximately $575,000 for legal, accounting, due diligence, travel and other expenses associated with structuring, negotiating and documenting successful business combinations; $150,000 for legal and accounting fees related to regulatory reporting requirements; $75,000 for NYSE and other regulatory fees; $150,000 for office space, administrative and support services for up to 15 months (which may benot ~~extended~~develop ~~to up to 21 months as described elsewhere in this Report);~~ and ~~approximately~~you ~~$100,000 for general working capital that~~ will behave ~~used~~limited ~~for~~liquidity ~~miscellaneous expenses~~ and ~~reserves net of estimated interest income.~~trading;

~~These~~● ~~amounts are estimates and may differ materially from our actual expenses. In addition, we could use a portion of~~ the ~~funds~~availability ~~not being placed in trust~~ to ~~pay commitment fees for financing, fees to consultants to assist~~ us ~~with~~of ~~our~~funds ~~search for a target business or as a down payment or to fund a “no-shop” provision (a provision designed to keep target businesses~~ from ~~“shopping”~~interest ~~around~~income ~~for transactions with other companies~~ on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into an agreement where we paid for the ~~right~~trust toaccount ~~receive~~balance ~~exclusivity~~may ~~from a target business, the amount that would~~ be ~~used~~insufficient ~~as a down payment or~~ to ~~fund~~operate aour ~~“no-shop” provision would be determined based on the terms of the specific~~ business ~~combination~~prior ~~and~~to ~~the amount of~~ our ~~available~~initial ~~funds~~business at the time. Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses.combination;

We● doour ~~not~~financial ~~believe~~performance ~~we will need to raise additional funds~~ following ~~our initial public offering in order to meet the expenditures required for operating our business. However, if our estimates of the costs of identifying~~ a ~~target~~ business, ~~undertaking~~combination ~~in-depth due~~with ~~diligence and negotiating~~ an ~~initial business~~entity ~~combination are less than the actual amount necessary to do so, we~~ may ~~have~~be ~~insufficient~~negatively ~~funds~~affected ~~available~~by totheir ~~operate~~lack ~~our~~an ~~business prior~~established torecord ~~our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number~~ of ~~our public shares upon completion of our initial business combination~~revenue, incash ~~which~~flows ~~case~~and weexperienced ~~may issue additional securities or incur debt in connection with such business combination.~~management;

~~Off-Balance~~● ~~Sheet~~there ~~Arrangements;~~may ~~Commitments~~be ~~and~~more ~~Contractual~~competition ~~Obligations; Quarterly~~to ~~Results~~find an attractive target for an initial business combination, which could increase the costs associated with completing our initial business combination;

We● ~~have~~changes noin ~~obligations,~~the ~~assets or~~market ~~liabilities~~for ~~which~~directors ~~would~~and beofficers ~~considered~~liability ~~off-balance~~insurance ~~sheet~~could ~~arrangements.~~make Weit domore ~~not~~difficult ~~participate~~and inmore ~~transactions~~expensive ~~that~~for ~~create~~us ~~relationships with unconsolidated entities or financial partnerships, often referred~~ to asnegotiate ~~variable~~and ~~interest~~complete ~~entities,~~an ~~which~~initial ~~would~~business ~~have been established for the purpose of facilitating off-balance sheet arrangements.~~combination;

We● ~~have~~If ~~not~~we ~~entered~~do ~~into~~not ~~any off-balance~~complete ~~sheet~~the ~~financing~~Lifezone ~~arrangements~~Business Combination, ~~established~~we ~~any~~may ~~special~~attempt ~~purpose~~to ~~entities~~simultaneously complete business combinations with multiple prospective targets, ~~guaranteed~~which ~~any~~may ~~debt~~hinder orour ~~commitments~~ability ofto ~~other~~complete ~~entities, or~~our ~~entered~~initial ~~into~~business ~~any~~combination ~~non-financial~~and ~~assets.~~give rise to increased costs and risks that could negatively impact our operations and profitability;

At● ~~December~~we ~~31,~~may ~~2021~~engage one or more of our underwriters or one of their respective affiliates to provide additional services to us after the initial public offering, wewhich ~~did not~~may ~~have~~include ~~any~~acting ~~capital~~as ~~lease~~a ~~obligations~~financial advisor in connection with an initial business combination or ~~operating~~as ~~lease~~placement ~~obligations~~agent in connection with a related financing transaction. Our underwriters are entitled to receive deferred underwriting commissions that will be released from the trust account only upon a completion of an initial business combination. These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us after the initial public offering, including, for example, in connection with the sourcing and consummation of an initial business combination;

The underwriters in our initial public offering were paid a cash underwriting fee of 2% of gross proceeds of the initial public offering or $5,520,000. In addition, the underwriters entitled to aggregate deferred underwriting commissions of $9,660,000 consisting of 3.5% of the gross proceeds of the initial public offering. The deferred underwriting commissions will become payable to the underwriters from the amounts held in the trust account solely in the event that we complete an initial business combination, subject to the terms of the underwriting agreement.25

25● we are attempting to complete our initial business combination with LHL, a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all;

~~Critical~~● ~~Accounting~~our ~~Policies~~warrants are accounted for as derivative liabilities and are recorded at fair value upon issuance with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of our ordinary shares or may make it more difficult for us to consummate an initial business combination;

~~The~~● ~~preparation~~since ofour ~~financial statements~~initial ~~and~~shareholders ~~related~~will ~~disclosures~~lose their entire investment in ~~conformity~~us ~~with~~if ~~U.S.~~our ~~GAAP~~initial ~~requires~~business ~~the~~combination ~~Company’s~~is ~~management~~not completed (other than with respect to ~~make~~any ~~estimates~~public ~~and~~shares ~~assumptions that~~they ~~affect~~may ~~the~~acquire ~~reported~~during ~~amounts~~or ofafter ~~assets~~the ~~and~~initial ~~liabilities~~public offering), ~~disclosure~~and ofbecause ~~contingent~~our ~~assets~~sponsor, officers and ~~liabilities~~directors atmay ~~the~~profit ~~date~~substantially ofeven ~~the~~under ~~financial statements,~~circumstances ~~and~~in ~~income~~which ~~and~~our ~~expenses~~public ~~during~~shareholders ~~the~~would ~~periods~~experience ~~reported.~~losses ~~Actual~~in ~~results~~connection ~~could~~with ~~materially~~their ~~differ~~investment, ~~from~~a ~~those~~conflict ~~estimates.~~of ~~The~~interest ~~Company has~~may ~~identified~~arise ~~the~~in ~~following~~determining aswhether ~~its~~a ~~critical~~particular ~~accounting~~business ~~policies:~~combination target is appropriate for our initial business combination;

~~Common~~● ~~shares~~changes ~~subject~~in laws or regulations or how such laws or regulations are interpreted or applied, or a failure to ~~possible~~comply ~~redemption~~with any laws or regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations;

~~The~~● ~~Company~~the ~~accounts~~value ~~for~~of ~~its common shares subject to possible redemption in accordance with~~ the ~~guidance~~founder ~~in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common~~ shares ~~subject~~following tocompletion ~~mandatory~~of ~~redemption~~our ~~(if~~initial ~~any)~~business iscombination ~~classified as a liability instrument and~~ is ~~measured~~likely atto ~~fair~~be ~~value.~~substantially ~~Conditionally~~higher ~~redeemable~~than ~~common shares (including common shares that features redemption rights that are either within~~ the ~~control~~nominal ofprice ~~the~~paid ~~holder~~for orthem, ~~subject~~even toif ~~redemption upon~~ the ~~occurrence~~trading price of ~~events~~our ~~not~~ordinary ~~solely~~shares ~~within~~at ~~the~~such ~~Company’s control)~~time is ~~classified~~substantially asless ~~temporary~~than ~~equity~~$10.35 Atper ~~all~~share ~~other~~(excluding ~~times, common shares is classified as shareholders’ equity~~$.10 ~~The~~per ~~Company’s common~~share shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common shares subject to possible redemption is presented at redemption value as ~~temporary~~a ~~equity, outside~~result of the ~~shareholders’~~extension ~~equity section of the Company’s balance sheet.~~payment);

~~Income~~● resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not completed our initial business combination within the Combination Period, our public shareholders may receive only approximately $10.35 per share (~~Loss~~excluding $.10 per share as a result of the extension payment), ~~Per~~or ~~Common~~less ~~Share~~than such amount in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless;

~~The~~● ~~Company’s~~in ~~statement of~~March ~~operations~~2022, ~~includes~~the aSEC ~~presentation~~issued ofproposed ~~income~~rules ~~(loss)~~relating ~~per~~to ~~share~~certain ~~for~~activities ~~redeemable~~of ~~ordinary~~SPACs. ~~shares~~Certain ~~and~~of ~~income~~the ~~(loss)~~procedures ~~per~~that ~~share~~we, ~~for~~a ~~Class A~~potential ~~and~~business ~~Class~~combination Btarget, ~~non-redeemable~~or ~~shares~~others inmay adetermine ~~manner similar~~ to ~~the~~undertake ~~two-class method~~ in ~~calculating~~connection ~~net~~with ~~income~~such ~~(loss)~~proposals ~~per~~may ~~ordinary~~increase ~~share.~~our ~~Net income~~costs ~~(loss) per ordinary share, basic~~ and ~~diluted, for redeemable ordinary shares is computed by dividing~~ the ~~pro~~time ~~rata~~needed ~~net~~to ~~income~~complete ~~(loss) between~~our ~~the~~initial ~~redeemable~~business ~~ordinary~~combination ~~share~~ and ~~the~~may ~~non-redeemable~~constrain ~~ordinary share by~~ the ~~weighted~~circumstances ~~average number of ordinary shares outstanding for the period as adjusted for the effects of deemed dividend~~ under ~~the~~which ~~assumption~~we ~~that~~could ~~they~~complete ~~represent~~an ~~dividends~~initial tobusiness ~~the holders of the redeemable ordinary shares~~combination. ~~Net~~The ~~income~~need ~~(loss)~~for ~~per~~compliance ~~ordinary~~with ~~share,~~such ~~basic~~proposals ~~and~~may ~~diluted,~~cause ~~for~~us ~~non-redeemable~~to ~~ordinary~~liquidate ~~shares is computed by dividing~~ the ~~pro~~funds ~~rata~~in ~~net income (loss) between~~ the ~~redeemable~~trust ~~and~~account ~~non-redeemable~~or ~~ordinary~~liquidate ~~shares by~~ the ~~weighted~~Company ~~average~~at ~~number~~an ofearlier ~~ordinary shares~~time ~~outstanding~~than ~~for~~we ~~the~~might ~~period.~~otherwise choose;

~~The~~● ~~calculation~~if ofwe ~~diluted income~~are ~~(loss)~~deemed ~~per~~to ~~ordinary~~be ~~share~~an ~~does~~investment ~~not~~company ~~consider~~for ~~the~~purposes ~~effect~~ of the ~~warrants~~Investment ~~issued~~Company inAct, ~~connection~~we ~~with~~would ~~the~~be ~~Public~~required ~~Offering~~to ~~since~~institute ~~the exercise~~burdensome ofcompliance ~~the~~requirements ~~warrants~~and ~~are~~our ~~contingent~~activities ~~upon~~would ~~the~~be ~~occurrence~~severely ~~of future events~~restricted. ~~For~~As ~~the~~a ~~period from March 17~~result, ~~2021~~in ~~(inception)~~such ~~through December 31~~circumstances, ~~2021,~~unless ~~the~~we ~~Company~~are ~~did~~able ~~not~~to ~~have~~modify ~~any~~our ~~dilutive~~activities ~~warrants,~~so ~~securities or other contracts~~ that ~~could~~we ~~potentially,~~would not be ~~exercised~~deemed oran ~~converted into~~investment ~~ordinary shares. As a result~~company, ~~diluted~~we ~~income~~may ~~(loss)~~abandon ~~per~~our ~~ordinary~~efforts ~~share~~to iscomplete ~~the~~an ~~same~~initial asbusiness ~~basic~~combination ~~ordinary~~and ~~share~~instead ~~for~~liquidate the ~~period from March 17, 2021 (inception) through December 31, 2021.~~Company;

~~Recent~~● ~~Accounting~~to ~~Pronouncements~~mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time, instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in an interest bearing demand deposit account until the earlier of the consummation of our initial business combination or our liquidation. As a result, following the liquidation of investments in the trust account, we would likely receive less interest on the funds held in the trust account, which would likely reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company;

~~Management~~● ~~does~~we may not ~~believe that~~be ~~any~~able ~~recently~~to ~~issued,~~complete ~~but~~an ~~not~~initial ~~yet~~business ~~effective,~~combination ~~accounting~~with ~~pronouncements,~~certain potential target companies if ~~currently~~a ~~adopted,~~proposed ~~would~~transaction ~~have~~with athe ~~material~~target ~~effect~~company may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations, including the Committee on Foreign Investment in the ~~Company’s~~ ~~financial~~United ~~statements.~~States;

~~Factors~~● ~~That~~recent ~~May~~increases ~~Adversely~~in ~~Affect~~inflation ~~Our~~and ~~Results~~interest ofrates ~~Operations~~in the United States and elsewhere could make it more difficult for us to consummate an initial business combination;

~~Our~~● ~~results~~military ofconflict ~~operations and~~in ~~our~~Ukraine ~~ability~~or toelsewhere ~~complete an initial business combination~~ may belead ~~adversely~~to ~~affected~~increased byprice ~~various factors that could cause economic uncertainty and~~ volatility infor ~~the~~publicly ~~financial~~traded ~~markets~~securities, ~~many of~~ which ~~are beyond our control. Our business~~ could bemake ~~impacted~~it by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflict in the Ukraine. We cannot at this time fully predict the likelihood of one or more ofdifficult ~~the~~for ~~above~~us ~~events, their duration or magnitude or the extent~~ to ~~which~~consummate ~~they may negatively impact our business and our ability to complete~~ an initial business combination.;

~~Item~~● ~~7A.~~there ~~Quantitative~~is ~~and~~substantial ~~Qualitative~~doubt ~~Disclosures~~ about ~~Market~~our ~~Risk.~~ability to continue as a “going concern”;

Through December 31, 2021, our efforts have been limited to organizational activities, activities relating to our initial public offering and since the initial public offering, the search for a target business with which to consummate an initial business combination. We have engaged in limited operations and have not generated any revenues. We have not engaged in any hedging activities since our inception on March 17, 2021. We do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.26

~~The~~● ~~net~~significant ~~proceeds~~decline ~~of the initial public offering and the sale of the private placement units held~~ in ~~the~~electrification ~~trust~~metals ~~account~~pricing ~~maintained~~driven by ~~Continental, acting~~slowdown ~~as trustee, have been invested in U.S. government treasury bills with a maturity of 185 days~~ or ~~less~~reversal ~~or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. As~~ of ~~December~~energy ~~31,~~transition; 2021, $281,524,163 of the funds in our trust account were invested in money market funds with a maturity of 185 days or less while the remaining was invested in U.S. treasury bills. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.and

~~Item~~● 8We have identified a material weakness in our internal control over financial reporting as of December 31, 2022. ~~Financial~~If ~~Statements~~we are unable to develop and ~~Supplementary~~maintain ~~Data~~an effective system of internal control over financial reporting we may not be able to accurately report our financial results in a timely manner, which may affect investor confidence in us and materially and adversely affect our business and operating results. We are in the process of implementing a number of measures to address this material weakness, however, we cannot assure you that these measures will fully address the material weakness and deficiencies in our internal control over financial reporting or that we may conclude that they have been fully remediated.

~~Reference~~For isthe ~~made~~complete list of risks relating to ~~pages~~our operations, see the section titled “Risk Factors” contained in (i) our IPO Registration Statement and ~~F-1~~(ii) ~~through~~our FQuarterly Reports on Form 10-16Q ~~comprising~~for the quarterly periods ended March 31, 2022, June 30, 2022 and September 30, 2022, as filed with the SEC on May 12, 2022, August 12, 2022 and November 10, 2022, respectively. Any of these factors could result in a ~~portion~~significant or material adverse effect on our results of ~~this~~operations ~~Report,~~or ~~which~~financial ~~are~~condition. ~~incorporated~~Additional ~~herein~~risks bycould ~~reference~~arise that may also affect our business or ability to consummate an initial business combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

26For risks relating to LHL and the Lifezone Business Combination, please see the Lifezone Registration Statement once filed.

Item 9 1B. ~~Changes~~Unresolved inStaff ~~and Disagreements with Accountants on Accounting and Financial Disclosure~~Comments.

~~None~~Not applicable.

Item 9A2. ~~Controls and Procedures~~Properties.

~~Evaluation~~Our executive offices are located at 1021 Main St., Suite #1960, Houston, TX 77002, and our telephone number is (713) 337-4075. The cost for our use of ~~Disclosure~~this ~~Controls~~space is included in the $10,000 per month fee we pay to an affiliate of our sponsor for office space, administrative and ~~Procedures~~shared personnel support services. We consider our current office space adequate for our current operations.

~~Under~~Item the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer (together, the “Certifying Officers”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act3. ~~Based~~Legal ~~on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Report~~Proceedings.

~~Disclosure~~To ~~controls~~the ~~and~~knowledge ~~procedures are~~of ~~controls and other procedures designed to ensure that information required to be disclosed in~~ our ~~reports filed or submitted under~~management ~~the~~team, ~~Exchange~~there ~~Act~~ is ~~recorded,~~no ~~processed,~~litigation ~~summarized~~currently ~~and~~pending ~~reported~~or ~~within~~contemplated ~~the~~against ~~time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include~~us, ~~without~~any ~~limitation,~~of ~~controls and procedures designed to ensure that information required to be disclosed in~~ our ~~reports~~officers ~~filed~~ or ~~submitted~~directors ~~under~~in ~~the~~their ~~Exchange~~capacity ~~Act~~as ~~is accumulated and communicated to management, including our Certifying~~such ~~Officers,~~ or ~~persons~~against ~~performing~~any ~~similar~~of ~~functions,~~our ~~as appropriate, to allow timely decisions regarding required disclosure~~property.

~~Management’s~~Item ~~Annual~~4. ~~Report~~Mine onSafety ~~Internal Controls over Financial Reporting~~Disclosures.

~~This~~Not Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by the rules of the SEC for newly public companiesapplicable.

~~Changes in Internal Control over Financial Reporting~~27

~~Not~~PART ~~applicable.~~II

~~None.~~(a) Market Information

~~Item~~Our 9Cunits, public shares and public warrants are each traded on the NYSE under the symbols GOGN,U, GOGN, and GOGN.WS, ~~Disclosure~~respectively. ~~Regarding~~Our ~~Foreign~~units ~~Jurisdictions~~commenced ~~that~~public trading ~~Prevent~~on ~~Inspections~~October 21, 2021, and our public shares and public warrants commenced separate public trading on December 13, 2021.

~~Not~~(b) ~~applicable.~~Holders

27On February 24, 2023, there were two holders of record of our units, one holder of record of shares of our Class A ordinary shares and one holder of record of our warrants.

~~PART~~(c) ~~III~~Dividends

~~Item~~We 10have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The ~~Directors~~payment of cash dividends in the future will be dependent upon our revenues and earnings, ~~Executive~~if ~~Officers~~any, capital requirements and ~~Corporate~~general financial ~~Governance~~condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

~~Directors~~(d) ~~and~~Securities ~~Executive~~Authorized ~~Officers~~for Issuance Under Equity Compensation Plans

~~As of the date of this Report, our directors and officers are as follows:~~None.

Name	Age	Title
John Dowd	54	Chief Executive Officer and Chairman
Vikas Anand	46	Chief Development Officer
Dan Foley	54	Chief Technology Officer
Govind Friedland	47	Chief Operating Officer
Sergei Pokrovsky	42	Chief Decarbonization Officer
Michael Sedoy, CFA	48	Chief Financial Officer
Vice Admiral Dennis McGinn	76	Director
Neha Palmer	47	Director
Nereida Flannery	51	Director
Greg Hill	61	Director
Livia Mahler	63	Director
Robert Hvide Macleod	43	Director

(e)

Recent Sales of Unregistered Securities

~~The experience of our directors and executive officers is as follows:~~None.

~~John~~(f) ~~Dowd,~~Use ~~our Chief Executive Officer and Chairman~~ of ~~the~~Proceeds board of directors since April 2021, has decades of experience generating attractive risk-adjusted returns as a manager of capital. He currently serves as treasurer to the board of directors at the Commonwealth School in Boston and is co-chair of InCommon, the school’s diversity, equity and inclusion initiative. Mr. Dowd previously spent more than three decades researching and investing in the global energy industry. From 2006 to 2019, he served as portfolio manager at Fidelity Research & Management Co., LLC, managing Fidelity’s energy- and natural resources-oriented sector funds. Mr. Dowd previously served as a Senior Research Analyst of Sanford C. Bernstein & Co., LLC from ~~2000 to 2006 and from 1995 to 1997, where he covered~~ the ~~oil~~Initial ~~service~~Public and equipment, and refining and integrated oil segments. Mr. Dowd also previously served as a partner of Lawhill Capital Partners, an energy-focused investment management firm, from 1997 to 2000. He holds a Bachelor’s degree in Mechanical Engineering from Carnegie Mellon University. We believe that Mr. Dowd is well qualified to serve on our board due to his extensive experience in financing and investment and deep understanding of the energy sector.Offering

~~Vikas Anand, our Chief Development Officer since April 2021, is an executive with extensive experience in renewable energy~~None. ~~He has 22 years of financial~~ ~~expertise~~For ~~and~~ a ~~record~~description of ~~transformational leadership across diverse businesses at General Electric Co. (NYSE:GE). From January 2018 to January 2021, Mr. Anand served as~~ the ~~Chief~~use ~~Executive Officer~~ of GEproceeds ~~Renewable~~generated ~~Energy~~in —our ~~Onshore~~initial ~~Wind~~public ~~Americas~~offering ~~where he helped the business expand its customer base,~~ and ~~improved~~private ~~its delivery performance~~placement, ~~earnings~~see ~~and~~Part ~~return on invested capital. Prior to that~~II, he ~~served~~Item as5 ~~the Chief Financial Officer~~ of GEour ~~Renewable Energy — Onshore Wind from April 2016 to December 2017. During that period,~~Annual heReport ~~provided~~on ~~financial~~Form ~~leadership~~10-K tofor the ~~business~~year ~~and~~ended ~~strengthened~~December ~~its operations. From July 2014 to April 2016~~31, ~~Mr. Anand~~2021 ~~served~~ as ~~Chief~~filed ~~Financial Officer of GE Energy Financial Services, an energy investment business~~ with ~~approximately~~the ~~$16 billion~~SEC ~~in assets during Mr. Anand’s tenure, focused~~ on ~~providing~~March ~~equity and debt financing to solar~~31, ~~wind and natural gas-fueled power generation and midstream sectors~~2022. ~~Prior~~There tohas ~~that,~~been heno ~~held~~material ~~various~~change ~~managerial positions at a number of business units of General Electric Co. Mr. Anand holds a Bachelor’s degree~~ in ~~Commerce from Bangalore University, an MBA from Columbia Business School and a chartered~~ ~~accountancy certification in India. Mr. Anand was~~ the ~~executive~~planned ~~sponsor~~use of GEproceeds ~~Renewable~~from ~~Energy~~our ~~Junior~~initial ~~Officer~~public ~~Leadership,~~offering ~~a hiring~~ and ~~development~~private ~~program~~placement ~~focused~~as ondescribed ~~U.S.~~in ~~military~~the ~~veterans,~~IPO ~~and~~Registration ~~was a founding member of AWEA’s Diversity & Inclusion Industry Task Force~~Statement.

28(g) Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Dan Foley, our Chief Technology Officer since April 2021, has over 30 years of energy sector experience in developing, building, owning and operating traditional and renewable energy projects throughout North AmericaNone. From August 2017 to April 2020, he served as the founder and Chief Executive Officer of GlidePath Power Solutions LLP, a leading independent developer and owner of advanced energy systems, with a portfolio of 445 megawatts of battery storage and renewable energy projects and 3 gigawatts of battery storage projects in development. Prior to founding GlidePath Power, he was the Chief Executive Officer of Acciona Energy North America Corp., one of the world’s leading renewable energy companies, from August 2013 to August 2017. He also worked in power marketing at Invenergy LLC, in risk management consultation with utilities and at Deloitte LLP, and served as a transmission and generation operator and engineer for Commonwealth Edison Co. He holds a Bachelor’s of Science degree in electrical engineering computer concentration from University of Notre Dame, a Master of Engineering degree from State University of New York, Buffalo and an MBA from University of Chicago.

~~Govind~~Item Friedland, our Chief Operating Officer since April 2021, has more than 20 years of experience working internationally to finance, explore and develop strategic mineral deposits critical for combating global air pollution6. His career experience has focused primarily on nickel, copper and uranium. Mr. Friedland has served as the Executive Chairman of GoviEx Uranium Inc., an advanced stage African-focused uranium mine developer and explorer, since October 2012 and previously served as its Chief Executive Officer from June 2006 to October 2012. He serves on the board of directors at Cordoba Minerals Corp., which is developing the San Matias copper/gold complex north of Medellin, Colombia and Sama Resources Inc., which is exploring the Samapleau nickel/copper project in Ivory Coast, West Africa. He holds a Bachelor’s degree in Geology and Geological Engineering from Colorado School of Mines.[Reserved]

Sergei Pokrovsky, our Chief Decarbonization Officer since April 2021, has 20 years of experience in energy and mergers and acquisitions (M&A). He spent majority of his career on the upstream energy side. Mr. Pokrovsky founded and has served as Managing Director of Werrus Energy, an energy-focused private equity fund based in Houston since 2017. From 2015 to 2017, he served as Manager, Unconventional Resources, at Lukoil International Upstream West, Inc. Prior to that, Mr. Pokrovsky served as Senior Operations Manager at Kimmeridge Energy from 2012 to 2015, where he led operational activities of private equity portfolio focusing on investing in oil and gas assets. He also held various management roles at Baker Hughes Company from 2005 to 2012. Mr. Porkovsky brings hands-on experience of operations execution, proprietary deal flow, private companies’ valuation, and bridges the gap between traditional and sustainable clean energy projects. Mr. Pokrovsky understands the challenges traditional energy companies are facing transitioning to carbon neutral future and can identify the best technological solutions to address it. Mr. Pokrovsky holds a Bachelor’s degree in engineering geology from Moscow State University, and a Master degree in geophysics from the University of Alaska, Fairbanks.28

~~Michael~~Item ~~Sedoy, CFA, our Chief Financial Officer since April 2021, has 20 years of experience in energy, utilities, infrastructure and alternative energy investment~~7. Mr. Sedoy has served as portfolio manager at a number of hedge funds and private equity firms. He has served as a portfolio manager at Cinctive Capital since April 2019. He was a portfolio manager at Imua Capital from January 2018 to March 2019, Scoria Capital from February 2016 to December 2017, Kimmeridge Capital from January 2013 to February 2015, Diamondback Capital from January 2007 to December 2012. Prior to joining the hedge fund industry, Mr. Sedoy was co-portfolio manager of two capital and income funds at Salomon Brothers Asset Management, and served as sector head of its energy and utilities investments. Mr. Sedoy was a senior analyst at AllianceBernstein Holding LP, where he worked on senior investment-grade, high-yield debt and distressed utilities and pipelines. Mr. Sedoy holds a Bachelor’s ~~degree~~Discussion inand ~~Finance~~Analysis ~~from Kharkov University~~ of ~~Trade,~~Financial ~~Ukraine,~~Condition and ~~holds an~~Results ~~MBA from the University~~ of ~~Bridgeport~~Operations.

~~Vice~~Cautionary ~~Admiral~~Note ~~Dennis~~Regarding ~~McGinn, our~~Forward-Looking director since October 2021, was appointed and served as Assistant Secretary of the Navy for Energy, Installations and Environment from September 2013 until January 2017. Previously, Mr. McGinn served on active duty in the United States Navy for 35 years as a naval aviator, test pilot, aircraft carrier commanding officer, and national security strategist. His capstone assignments as Vice Admiral included serving as Deputy Chief of Naval Operations and as Commander of the United States Third Fleet. Mr. McGinn is former President of the American Council on Renewable Energy (ACORE) and a past member of the Steering Committee of the Energy Future Coalition, United States Energy Security Council, Bipartisan Policy Center Energy Board, and CNA Military Advisory Board. He currently serves as a director of the Electric Power Research Institute, the Rocky Mountain Institute, Customer First Renewables, Willdan Group Inc. (NASDAQ: WLDN), and HALO Maritime Defense Systems. He is a senior advisor to the Scripps Institute of Oceanography and the Center for Climate and Security. Admiral McGinn holds a Bachelor of Science degree in Naval Engineering from the U.S. Naval Academy and was a Chief of Naval Operations Strategic Studies Fellow at the U.S. Naval War College. We believe that Vice Admiral McGinn is qualified to serve on our board due to his experience serving on boards of directors of other companies and leadership skills.Statements

29All statements other than statements of historical fact included in this Report including, without limitation, statements in this section regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward- looking statements. When used in this Report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

~~Neha Palmer, our~~The ~~director~~following ~~since~~discussion ~~October~~and ~~2021, is~~analysis ~~currently the Chief Executive Officer~~ of ~~TeraWatt~~our ~~Infrastructure,~~financial acondition ~~company that develops~~ and ~~finances~~results ~~electric vehicle charging infrastructure in the United States. From January 2012 to March 2021, Ms. Palmer served as head~~ of energy strategy, global infrastructure at Google LLC (formerly Google Inc.)(Google) where she led the team responsible for procurement of energy and electric infrastructure, risk management, energy trading operations, ~~and~~should ~~sourcing~~be asread ~~much~~in ~~renewable~~conjunction ~~energy~~with ~~as possible to power Google’s global operations. As a result of initiatives that Ms. Palmer led, Google became~~ the ~~world’s largest corporate~~financial ~~purchaser~~statements ~~of renewable energy~~ and the ~~first~~notes ~~company~~thereto ofcontained ~~its~~elsewhere size to achieve 100% renewable energy for operations, which it has done since 2017. Prior to joining Google, Ms. Palmer held several positions at PG&E Corp. (NYSE: PCG) from June 2010 to December 2011, the last being director of corporate development. She previously served as an investment banker for Goldman Sachs Inc. (NYSE: GS), serving clients in ~~the~~this ~~electricity sector~~Report. Ms. Palmer holds an MBA from the Kellogg School of Management at Northwestern University, and a Bachelor’s degree in Civil Engineering from California Polytechnic State University, San Luis Obispo. We believe that Ms. Palmer is well qualified to serve on our board due to her extensive experience with the energy and finance industries.

Nereida Flannery, our director since October 2021, has 20 years of M&A, consulting, investment banking and operational experience in China, working with prominent multinational clients as well as leading Chinese firms across a broad range of industries. Ms. Flannery is currently an independent consultant based in Hong Kong. She was the co-founder of The Balloch Group (TBG), a leading investment advisory firm in China and served as Chief Operating Officer of TBG from 2001 to 2007. At TBG, she headed business development activities and was engaged with the firm’s M&A mandates in the natural resources sector. She led the team that advised Hong Kong-listed Zijin Mining Group Co. Ltd. on several of its major overseas acquisitions and originated or managed several other transactions, including Sinopec Group’s 2005 purchase of a 40% interest in a Canadian oil sands project. Ms. Flannery has advised Chinese sector leaders such as Sinochem Corp., China Minmetals Corp., and other mining and oil and gas firms in China, helping them identify overseas acquisition targets and sourcing foreign strategic partners for their projects overseas. Prior to founding TBG, she was the Shanghai general manager and vice president for international business development at Alibaba.com, Asia’s largest e-commerce marketplace from 2000 to 2001. Ms. Flannery served as Country Manager of the Canada China Business Council in China from 1997 to 2000, where she worked closely with Canadian-member companies to design, execute and monitor their China entry strategies. Ms. Flannery received a Bachelor of Art degree in Political Science from Queen’s University in Canada. She also serves as a director of Galaxy Digital Holdings Ltd. (TSX: GLXY). We believe that Ms. Flannery is well qualified to serve on our board due to her extensive experience in international business transactions and the energy industry.Overview

~~Greg~~We ~~Hill,~~are ~~our director since October 2021, is president and chief operating officer of Hess Corp. (NYSE:HES),~~ a ~~global~~blank ~~independent~~check ~~energy~~ company ~~engaged in~~ ~~the~~incorporated ~~exploration~~as ~~and production of crude oil and natural gas. Prior to joining Hess Corp. in 2009, Mr. Hill spent 25 years at Royal Dutch Shell in~~ a ~~variety~~Cayman ofIslands ~~operations,~~exempted ~~engineering,~~company ~~technical~~ and ~~business~~incorporated ~~leadership~~for ~~roles in Asia-Pacific, Europe and~~ the ~~United~~purpose ~~States. He served as executive vice president — exploration and production (E&P)~~ of ~~Singapore-based~~effecting ~~Shell Asia Pacific; vice president of production for Shell E&P Europe; and senior vice president of Aera Energy, LLC,~~ a ~~California-based~~business ~~natural~~combination. ~~gas~~We ~~and~~have ~~oil~~not ~~producer~~selected ~~jointly~~any ~~owned~~specific bybusiness ~~Shell~~combination ~~and ExxonMobil Corp~~target. HeWe isintend ato ~~member~~effectuate ofour ~~the~~initial ~~board~~business ofcombination ~~directors~~using ofcash ~~Harbour~~from ~~Direct~~the ~~Holdings,~~proceeds ~~Ltd, and Hess Midstream Partners LP (NYSE: HESM); a general member~~ of ~~the Council on Competitiveness and a national commissioner on the Council’s National~~our ~~Commission~~initial onpublic ~~Innovation~~offering ~~& Competitiveness Frontiers;~~ and ~~Chairman of~~ the ~~Upstream~~private ~~Committee~~placement of the ~~American~~placement ~~Petroleum Institute. Mr. Hill is also a board member of the National Ocean Industries Association~~units, ~~the~~our ~~American Exploration and Production Council~~shares, ~~the~~debt ~~Greater Houston~~or Partnership, the Houston Energy Transition Initiative, the WYldlife Fund, Accenture Global Energy Board, and CEOs Against Cancer (Gulf Coast Chapter). He chaired the Wyoming Governor’s ENDOW initiative to develop a ~~20-year~~combination ~~economic diversification plan for the state~~ of ~~Wyoming; co-chaired the Wyoming Governor’s Energy~~cash, ~~Engineering,~~shares ~~STEM Integration Task Force;~~ and ~~chaired the University of Wyoming Foundation Board until 2020~~debt. He is a founding member of the Blue Ribbon Panel on Sustaining America’s Diverse Fish and Wildlife Resources created in 2014 by the Association of Fish and Wildlife Agencies. He holds a Bachelor of Science degree in Mechanical Engineering from University of Wyoming. We believe that Mr. Hill is well qualified to serve on our board due to his extensive experience in the energy industry and prior experience serving on boards of public companies.

~~Livia~~The ~~Mahler,~~issuance ~~our director since October 2021, is a co-founder~~ of ~~Vancouver-based Computational Geosciences Inc., which provides technological solutions~~additional toordinary ~~the~~shares ~~natural~~in resource industry. She has served as President and Chief Executive Officer of Computational Geosciences Inc. since 2010. From 1999 to 2010, she was the Managing Partner of Greenstone Venture Partners L.P., a ~~closed~~business end venture capital fund for early stage technology companies. Ms. Mahler has served on the boards of directors of a number of public and private companies. She is currently a director and a member of the Technical, Audit and Compensation committees at Endeavour Mining Corp., a West African gold producer focused on developing and operating a portfolio of high quality low-cost, long-life mines. She also previously served on the boards of directors of Ivanhoe Mines Ltd. (audit and compensation committees), Diversified Royalty Corp. (audit and compensation committees) and Turquoise Hill Resources Ltd. (audit and compensation committees). Ms. Mahler holds a Bachelor of Science degree in Life Sciences from Hebrew University of Jerusalem, Israel and an MBA from University of British Columbia. We believe that Ms. Mahler is well qualified to serve on our board due to her prior experience serving on boards of directors of other companies as well as her deep understanding of corporate governance.combination:

~~Robert~~● ~~Hvide~~may ~~Macleod, our~~significantly ~~director~~dilute ~~since October 2021, is~~ the ~~owner~~equity ~~and~~interest ~~has served as the Chairman~~ of ~~Hans Hvide & Co. since January 2011. From November 2014 to October 2020~~investors, hewhich ~~served~~dilution aswould ~~the~~increase ~~Chief~~if ~~Executive Officer of~~ the ~~management~~anti-dilution ~~division~~provisions ofin ~~Frontline Ltd.,~~ the ~~world’s~~Class ~~largest tanker~~B ~~company,~~ordinary ~~where~~shares heresulted ~~led~~in the ~~company~~issuance ~~through a period~~ of ~~significant~~Class ~~fleet growth. Prior to Frontline, Mr. Macleod was employed by maritime and energy conglomerate~~ A~~.P.~~ ~~Moller~~ordinary ~~Maersk~~shares ~~Group~~on ~~from~~a ~~2002~~greater tothan ~~2004 and by Glencore~~one-~~ST Shipping from May 2004~~ to-one ~~August 2011.~~basis Heupon isconversion ~~the founder~~ of ~~Highlander Tankers AS and currently holds board positions and equity interests across a wide range of companies. He is~~ the ~~Chairman~~Class ofB ~~the~~ordinary ~~board of directors of Highlander Tankers AS — Norway and also serves as a director of Rankedin AS — Norway. Mr. Macleod holds a maritime business degree from University of Plymouth in the U.K.~~shares;

30● may subordinate the rights of holders of ordinary shares if preference shares are issued with rights senior to those afforded our ordinary shares;

~~Our~~● ~~Executive~~could ~~Advisors~~cause a change of control if a substantial number of our ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

~~Robert~~● ~~Friedland, our executive~~may ~~advisor,~~have ~~is founder and chairman of Ivanhoe Capital Corp., an international venture capital firm. He has also served as~~ the ~~Chairman~~ ~~and~~effect ~~Chief Executive Officer~~ of ~~Ivanhoe~~delaying ~~Capital~~or ~~Acquisition~~preventing ~~Corp.,~~ a ~~special~~change ~~purpose~~of ~~acquisition~~control ~~corporation, since July 2020. Over 30 years, Ivanhoe Capital has invested in a diverse portfolio~~ of ~~businesses,~~us ~~but~~by ~~focused~~diluting ~~primarily in~~ the ~~mining~~share ~~and~~ownership ~~disruptive technology~~or ~~sectors.~~voting ~~These~~rights ~~investments have been in ventures that led to the discovery and development~~ of ~~some~~a ofperson the world’s most significant mineral deposits, development and applications of advanced technologies across various industries, and the advancement and commercialization of, among others, grid scale vanadium battery technology. Mr. Friedland’s mining interests are targeted toward companies exploring for and seeking to ~~develop~~obtain ~~the~~control ~~metals~~of ~~needed~~us; ~~for the paradigm electrification shift: copper, nickel, cobalt,~~ and ~~the platinum group metals — platinum, palladium and rhodium, which are also known as the electrification metals.~~

~~Peggy~~● ~~Wang, our executive~~may ~~advisor,~~adversely isaffect anprevailing ~~attorney~~market ~~specializing~~prices infor ~~cross-border corporate~~our ~~M&A~~Class and private equity, having spent more than 20 years working in New York, Hong Kong and London. Ms. Wang is currently a partner in the Norton Rose Fulbright corporate team based in Hong Kong, focusing on private equity and M&A. ~~She~~ordinary ~~was~~shares ~~a private equity partner at White & Case in London,~~ and/or ~~previously served as the firm’s Asia head of private equity based in Hong Kong~~warrants. Before joining White & Case, Ms. Wang was a partner at Linklaters in Hong Kong. She also served as M&A Legal senior counsel at Citigroup Inc. (NYSE: C) and was an associate at Kaye Scholer in New York City. She has obtained law degrees from the Duke University School of Law and a bachelor’s degree from the University of Michigan.

~~Andrew Poole~~Similarly, ~~our executive~~ ~~advisor,~~if ~~has~~we ~~over~~issue 17debt ~~years of diversified investment experience. He is currently Chairman and Chief Executive Officer of Delwinds Insurance Acquisition Corp. (NYSE: DWIN.U)~~securities, ~~a Houston-based blank check company. Mr. Poole previously served as the Chief Investment~~ ~~Officer~~it ofcould ~~Tiberius~~result ~~Acquisition Corporation, a blank check company which went public~~ in ~~March 2018 with $174.225 million held in trust and which consummated its initial business combination with International General Insurance Holdings Ltd. (Nasdaq~~: IGIC), or “IGI”, an international specialty insurance and reinsurance group registered in Bermuda, in March 2020 under challenging market conditions. Upon the closing of Tiberius’ business combination, Mr. Poole joined the board of IGI. Concurrently, since 2015, he has been and remains an investment consultant at The Gray Insurance Company. Mr. Poole’s most recent role prior to joining Tiberius and The Gray Insurance Company was as Partner and Portfolio Manager at Scoria Capital Partners, LP, a long-short equity hedge fund, where he managed a portion of the firm’s capital including insurance sector investments from 2013 to 2015. Prior to Scoria, Mr. Poole held various positions at Diamondback Capital Management from 2005 to 2012 (including Portfolio Manager from 2011 onwards) and SAC Capital from 2004 to 2005, both of which are multi-strategy multi-manager cross capital structure long-short hedge funds. Earlier, Mr. Poole started his career at Swiss Re (SIX: SREN), working in facultative property placements in 2003. He also served on the board of Family Security, a personal lines insurance company, from 2013 to 2015 prior to the sale of the company to United Insurance Holdings Corporation (Nasdaq: UIHC).

~~Number~~● default and ~~Terms~~foreclosure ofon ~~Office~~our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; ● acceleration of ~~Officers~~our obligations to repay the indebtedness even if we make all principal and ~~Directors~~ interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

~~Our~~● ~~board~~our ofimmediate ~~directors~~payment ~~currently consists~~ of ~~seven members. Holders of our founder shares will have the right to appoint~~ all ofprincipal ~~our directors prior to consummation of our initial business combination~~ and ~~holders~~accrued ofinterest, ~~our~~if public shares will not have the right to vote on the appointment of directors during such time. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by at least 90% of our ordinary shares voting in a general meeting. Each of our directors will hold office until our next annual general meeting of shareholders. Subject to any ~~other special rights applicable to the shareholders~~, ~~any~~if ~~vacancies on our board of directors may be filled by~~ the ~~affirmative~~debt ~~vote~~security ofis apayable ~~majority~~on ~~of the directors present and voting at the meeting of our board or by a majority of the holders of our founder shares.~~demand;

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association provide that our officers may consist of a Chairman, Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer, Vice Presidents, Secretary, Assistant Secretaries, Treasurer and such other offices as may be determined by the board of directors.29

31● our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

~~Committees~~● ofour ~~the~~inability ~~Board~~to ofpay ~~Directors~~dividends on our ordinary shares;

~~Our~~● ~~board~~using ~~of directors has three standing committees: an audit committee,~~ a ~~compensation~~substantial ~~committee~~portion ~~and a nominating and corporate governance committee each comprised~~ of ~~independent~~our ~~directors.~~cash ~~Subject~~flow to ~~phase-in rules~~pay principal and ainterest ~~limited~~on ~~exception~~our debt, ~~the~~which ~~NYSE~~will ~~rules~~reduce ~~and Rule 10A-3 of~~ the ~~Exchange~~funds ~~Act require~~available ~~that~~for ~~the~~dividends ~~audit~~on ~~committee~~our ofordinary ashares ~~listed~~if ~~company~~declared, beexpenses, ~~comprised~~capital ~~solely of independent directors~~expenditures, ~~and~~acquisitions ~~the NYSE rules require that the compensation committee~~ and ~~nominating~~other ~~and~~general corporate governance committee of a listed company each be comprised solely of independent directors. Each committee operates under a charter that has been approved by our board of directors and has the compositions and responsibilities described below. The charter of each committee is available on our website at https://www.gogreeninvestments.com/about/#govern.purposes;

~~Audit~~● ~~Committee~~limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

We● ~~have~~increased ~~established~~vulnerability an audit committee of the board of directors. Robert Hvide Macleod, Neha Palmer and Nereida Flannery serve as members of our audit committee, and Mr. Macleod chairs the audit committee. Under the NYSE listing standards and applicable SEC rules, we are required to ~~have~~adverse atchanges ~~least three~~in ~~members~~general ~~of the audit committee~~economic, ~~all~~industry ~~of whom must be independent. Each of Mr. Macleod, Ms. Palmer~~ and ~~Ms.~~competitive ~~Flannery~~conditions ~~meets the independent director standard under the NYSE listing standards~~ and ~~under~~adverse ~~Rule~~changes ~~10-A-3(b)(1)~~in ofgovernment ~~the~~regulation; ~~Exchange Act.~~and

~~Each~~● ~~member~~limitations ofon ~~the~~our ~~audit~~ability ~~committee is~~to ~~financially~~borrow ~~literate~~additional ~~and~~amounts ~~our~~for ~~board~~expenses, capital expenditures, acquisitions, debt service requirements, execution of ~~directors~~our ~~has~~strategy ~~determined~~and ~~that~~other ~~Mr. Macleod~~purposes asand another ~~“audit~~disadvantages ~~committee~~compared ~~financial~~to ~~expert” as~~our ~~defined~~competitors inwho ~~applicable~~have ~~SEC~~less ~~rules~~debt.

WeAs ~~have~~indicated ~~adopted~~in anthe ~~audit committee~~accompanying ~~charter~~financial statements, ~~which~~at ~~details~~December ~~the~~31, ~~principal~~2022 ~~functions~~we had $18,810 in cash held outside of ~~the~~our ~~audit~~trust ~~committee~~account. Further, ~~including:~~we expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete our initial business combination will be successful.

●Recent assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor’s qualifications and independence, and (4) the performance of our internal audit function and independent auditors;Developments

●On December 13, 2022, the Company, ~~appointment~~Lifezone Metals, ~~compensation~~our sponsor, ~~retention~~Merger Sub, ~~replacement~~LHL, the LHL Shareholders Representative and ~~oversight~~the LHL Shareholders entered into the Lifezone Business Combination Agreement, pursuant to which, subject to the satisfaction or waiver of certain conditions precedent in the ~~work~~Lifezone Business Combination Agreement, the following transactions will occur: (a) the merger of the ~~independent~~Company ~~registered~~with and into Merger Sub, with Merger Sub surviving the merger and the security holders of the Company (other than the security holders of the Company electing to redeem their ordinary shares or exercising their dissenters’ rights) becoming security holders of Lifezone Metals in accordance with the Companies Act, (b) the automatic conversion and exchange of (i) each issued and outstanding public ~~accounting~~warrant ~~firm~~of ~~engaged~~the Company for the right to receive one Lifezone Metals public warrant and (ii) each issued and outstanding private warrant of the Company (whether or not a whole warrant) into the right to receive one Lifezone Metals private warrant, (c) the acquisition by ~~us;~~Lifezone Metals of all of the issued and outstanding share capital of LHL from the LHL Shareholders in exchange for the issuance of Lifezone Metals ordinary shares and, if applicable, the issuance of Earnout Shares (as defined in the Lifezone Business Combination Agreement), pursuant to which LHL will become a direct wholly owned subsidiary of Lifezone Metals, and (d) the other transactions contemplated by the Lifezone Business Combination Agreement and the Lifezone Ancillary Documents referred to therein.

●The ~~pre-approving~~LHL ~~all~~Transactions ~~audit~~will ~~and~~be ~~permitted~~consummated subject ~~non-audit~~to ~~services~~the todeliverables beand ~~provided~~provisions byas further described in the ~~independent~~Lifezone ~~registered~~Business ~~public~~Combination ~~accounting~~Agreement. ~~firm~~For ~~engaged~~more byinformation on ~~us,~~the ~~and~~Lifezone ~~establishing~~Business ~~pre-approval~~Combination ~~policies~~Agreement, ~~and~~please ~~procedures;~~see “Item 1. Business.”

●Results ~~setting~~of ~~clear~~Operations ~~hiring~~and ~~policies~~Known ~~for~~Trends ~~employees~~ or ~~former~~Future ~~employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations;~~Events

●All ~~setting~~activity ~~clear~~through ~~policies~~October 25, ~~for~~2021, ~~audit~~relates ~~partner~~to ~~rotation~~our formation and the initial public offering. Since the initial public offering, our activities have been limited to the evaluation of business combination candidates. We generate non-operating income in ~~compliance~~the ~~with~~form ~~applicable~~of ~~laws~~interest income on marketable securities held in the trust account. We are incurring expenses as a result of being a public company (for legal, financial reporting, accounting and ~~regulations;~~auditing compliance), as well as expenses as we conduct due diligence on prospective business combinations

●For ~~obtaining~~the ~~and~~year ~~reviewing~~ended ~~a report~~December 31, ~~at least annually~~2022, ~~from~~we ~~the~~had ~~independent~~a ~~registered~~net ~~public~~loss ~~accounting~~of ~~firm~~$1,271,060, ~~describing~~which ~~(i)~~consists ~~the~~of ~~independent~~operating ~~registered~~costs ~~public~~of ~~accounting firm’s internal quality-control procedures~~$5,397,402 ~~(ii)~~partially ~~any~~offset ~~material issues raised~~ by ~~the most recent internal quality-control review~~$4, ~~or peer review~~126,342 of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence;interest income.

● meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;30

●Liquidity, ~~reviewing~~Capital Resources, and ~~approving~~Going ~~any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and~~Concern

●Until ~~reviewing~~the ~~with~~consummation ~~management,~~ of the ~~independent~~Initial ~~registered~~Public ~~public accounting firm~~Offering, ~~and~~ our ~~legal~~only ~~advisors,~~sources asof ~~appropriate,~~liquidity ~~any~~were ~~legal,~~an ~~regulatory~~initial orpurchase ~~compliance~~of ~~matters,~~founder ~~including~~shares ~~any~~of ~~correspondence~~$25,000 ~~with~~by ~~regulators~~the orSponsor, ~~government agencies~~ and a ~~any~~total ~~employee~~of ~~complaints~~$375,000 orfrom ~~published reports that raise material issues regarding~~ our ~~financial~~Sponsor ~~statements~~under oran ~~accounting~~unsecured ~~policies~~promissory ~~and~~note ~~any~~which ~~significant~~was ~~changes~~repaid in ~~accounting~~full ~~standards~~on orOctober ~~rules promulgated by the Financial Accounting Standards Board~~25, ~~the SEC or other regulatory authorities~~2021.

~~Compensation~~On ~~Committee~~October 25, 2021, we consummated our Initial Public Offering in which we sold 27,600,000 Units at a price of $10.00 per unit generating gross proceeds of $276,000,000 before underwriting fees and expenses. Our Sponsor purchased 1,335,000 Placement Units at a price of $10.00 per unit generating $13,350,000 in a private placement that occurred simultaneously with the Initial Public Offering.

WeIn ~~have~~connection ~~established~~with athe ~~compensation~~Initial ~~committee~~Public ofOffering, ~~the~~we ~~board~~incurred ofoffering ~~directors.~~costs ~~Livia~~of ~~Mahler~~$15,817,581 ~~Neha~~(including ~~Palmer~~an underwriting fee of $5,520,000 and ~~Greg~~deferred ~~Hill~~underwriting ~~serve~~commissions of as$9,660,000). ~~members~~Other incurred offering costs consisted principally of ~~our~~preparation ~~compensation~~fees ~~committee.~~related ~~Under~~to the ~~NYSE~~ ~~listing~~Initial ~~standards~~Public ~~and~~Offering. ~~applicable~~A ~~SEC~~total of ~~rules~~$281,520,000 we($10.20 ~~are~~per ~~required~~unit tosold ~~have~~in atthe ~~least~~Initial ~~two~~Public ~~members~~Offering) of the ~~compensation~~net ~~committee,~~proceeds ~~all~~from ofthe ~~whom must~~Initial bePublic ~~independent.~~Offering ~~Ms. Mahler,~~and ~~Ms. Palmer~~the ~~and~~private placement ~~Mr. Hill~~were ~~are~~deposited ~~independent~~in ~~and~~the ~~Ms.~~Trust ~~Mahler~~Account ~~chairs~~established for the ~~compensation~~benefit ~~committee~~of our public shareholders.

32As of December 31, 2022, we have available to us $18,810 of cash on our balance sheet. We will use these funds, and additional funds received from our Sponsor in the form of working capital loans, primarily to evaluate target businesses, perform business, legal, and accounting due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

WeIn order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units at a price of $10.00 per unit at the option of the lender at the time of the business combination. The units would be identical to the placement units sold in the private placement. The terms of such loans by our officers and directors, if any, have ~~adopted~~not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor, members of our management team or any of their affiliates as we do not believe third parties will be willing to loan such funds and provide a ~~compensation~~waiver against any and all rights to seek access to ~~committee~~funds ~~charter~~in our trust account. On June 6, 2022, we issued a Note for borrowing of up to $300,000 from our Sponsor in connection with advances our Sponsor has made, and may make in the future, to the Company for working capital purposes. As of December 31, 2022, the Company has $300,000 outstanding under the Note. On January 19, 2023, we issued a Working Capital Note for borrowings of up to $300,000 from our Sponsor in connection with advances our Sponsor has made, and may make in the future, to the Company for working capital purposes. As of February 24, 2023, the Company has drawn down $200,000 under the Note. On January 18, 2023, our Sponsor requested that we extend the date by which we ~~details~~must consummate an initial business combination from January 25, 2023 to April 25, 2023. In connection with the extension, on January 19, 2023, we issued the Extension Note in the principal ~~functions~~amount of $2,760,000 to our Sponsor. Also on January 19, 2023, our Sponsor deposited the ~~compensation~~Extension ~~committee~~Payment of $2,760,000 ~~including:~~(representing $0.10 per public share) into our trust account. This deposit enabled us to implement the extension. The extension is the first of two three-month extensions permitted under our governing documents.

●Prior ~~reviewing~~to ~~and~~the ~~approving~~completion onof anour ~~annual~~initial ~~basis~~business ~~the~~combination, ~~corporate~~we ~~goals~~expect our ~~and~~primary ~~objectives~~liquidity ~~relevant~~requirements during that period to ~~our~~include ~~Chief~~approximately ~~Executive~~$725,000 ~~Officer’s~~for ~~compensation~~legal, ifaccounting, ~~any~~due isdiligence, ~~paid~~travel byand other ~~us,~~expenses ~~evaluating~~associated ~~our~~with ~~Chief~~structuring, ~~Executive~~negotiating ~~Officer’s~~and ~~performance~~documenting insuccessful ~~light~~business ofcombinations; ~~such~~$325,000 ~~goals~~for legal and ~~objectives~~accounting fees related to regulatory reporting requirements; $185,000 for NYSE and ~~determining~~other regulatory fees; $180,000 for office space, administrative and ~~approving~~support ~~the~~services ~~remuneration~~for up to 18 months (ifwhich ~~any)~~may ofbe ~~our~~extended ~~Chief~~to ~~Executive~~up ~~Officer~~to ~~based~~21 months onas ~~such~~described ~~evaluation~~elsewhere in this Report); and approximately $100,000 for general working capital that will be used for miscellaneous expenses and reserves net of estimated interest income.

●These ~~reviewing~~amounts are estimates and ~~approving~~may ondiffer anmaterially ~~annual~~from ~~basis~~our actual expenses. In addition, we could use a portion of the ~~compensation~~funds not being placed in trust to pay commitment fees for financing, iffees to consultants to assist us with our search for a target business or as a down payment or to fund a “no-shop” provision (a provision designed to keep target businesses from “shopping” around for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any iscurrent intention to do so. If we entered into an agreement where we paid byfor usthe right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of ~~all~~the specific business combination and the amount of our ~~other~~available ~~officers;~~funds at the time. Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses.

~~● reviewing on an annual basis our executive compensation policies and plans;~~31

●We ~~implementing~~will ~~and~~need ~~administering~~to raise additional funds in order to meet the expenditures required for operating our ~~incentive~~business. ~~compensation~~Because ~~equity~~our estimates of the costs of identifying a target business, undertaking in-~~based~~depth due ~~remuneration~~diligence ~~plans;~~and negotiating an initial business combination were less than the actual amount necessary to do so, we will have insufficient funds available to operate our business prior to our initial business combination. Moreover, we will need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination.

●Off-Balance ~~assisting~~Sheet ~~management~~Arrangements; inCommitments ~~complying with our proxy statement~~ and ~~annual~~Contractual ~~report disclosure requirements~~Obligations; Quarterly Results

●We ~~approving~~have ~~all~~no ~~special~~obligations, ~~perquisites~~assets or liabilities that would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, ~~special~~often ~~cash~~referred ~~payments~~to ~~and~~as ~~other~~variable ~~special~~interest ~~compensation~~entities, ~~and~~which ~~benefit~~would ~~arrangements~~have been established for ~~our~~the ~~officers~~purpose ~~and~~of ~~employees;~~facilitating off-balance sheet arrangements.

●We ifhave ~~required~~not entered into any off-balance sheet financing arrangements, ~~producing~~established aany ~~report~~special onpurpose ~~executive~~entities, ~~compensation~~guaranteed toany bedebt ~~included~~or incommitments ~~our~~of ~~annual~~other ~~proxy~~entities, or ~~statement;~~entered ~~and~~into any non-financial assets.

●At ~~reviewing~~December 31, ~~evaluating~~2022, ~~and~~we did ~~recommending~~not ~~changes,~~have ifany ~~appropriate,~~capital tolease ~~the~~obligations ~~remuneration~~or ~~for~~operating ~~directors~~lease obligations.

~~Notwithstanding~~Commencing on the ~~foregoing,~~effective asdate ~~indicated~~of ~~above, other than~~ the ~~payment~~Initial toPublic ~~our~~Offering ~~sponsor~~through orthe anearlier ~~affiliate thereof~~ of ~~$10,000~~the ~~per~~our ~~month,~~consummation ~~until~~of ~~January~~a ~~25,~~Business ~~2023~~Combination ~~(or~~and ~~until July~~its 25liquidation, ~~2023 if~~ we ~~extend~~agreed to ~~the~~pay ~~period~~an affiliate of ~~time to consummate~~ our ~~initial~~Sponsor ~~business~~a ~~combination~~total inof ~~accordance~~$10,000 ~~with~~per ~~the~~month ~~terms described in this Report),~~ for office space, ~~utilities~~administrative and ~~secretarial and administrative~~ support ~~and~~services. ~~reimbursement~~For ofthe ~~expenses,~~year ~~no compensation of~~ended ~~any~~December ~~kind~~31, ~~including finder’s~~2022, ~~consulting~~we ~~or other similar fees, will be~~ paid toa ~~any~~total of ~~our officers~~$120,000 ~~directors,~~under ~~executive~~this ~~advisors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination~~arrangement. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

The ~~charter~~underwriters ~~also~~in ~~provides~~our ~~that~~initial ~~the~~public ~~compensation~~offering ~~committee~~were ~~may,~~paid ina ~~its~~cash ~~sole~~underwriting ~~discretion,~~fee ~~retain~~of 2% of gross proceeds of the initial public offering or ~~obtain~~$5,520,000. In addition, the ~~advice~~underwriters ofentitled ato ~~compensation~~aggregate ~~consultant~~deferred underwriting commissions of $9,660,000 ~~legal~~consisting ~~counsel~~of or3.5% of the gross proceeds of the ~~other~~initial ~~adviser~~public ~~and~~offering. The deferred underwriting commissions will bebecome ~~directly~~payable ~~responsible~~to ~~for~~the underwriters from the ~~appointment,~~amounts ~~compensation~~held ~~and~~in ~~oversight~~the oftrust account solely in the ~~work~~event that we complete an initial business combination, subject to the terms of ~~any~~the ~~such~~underwriting ~~adviser~~agreement. ~~However,~~On ~~before~~October ~~engaging~~19, or2022, ~~receiving~~we ~~advice~~received a waiver of a portion of the deferred fee from one of our underwriters. As a ~~compensation~~result ~~consultant,~~of ~~external~~this ~~legal~~waiver ~~counsel~~the deferred orfee ~~any~~has ~~other~~been ~~adviser~~reduced by $4,830,000 ~~the~~leaving ~~compensation~~a ~~committee will~~remaining ~~consider~~deferred fee of $4,830,000 due at the ~~independence~~closing of ~~each~~a ~~such~~Business ~~adviser~~Combination. Subsequently, ~~including~~on January 26, 2023, the ~~factors~~second ~~required~~underwriter bywaiver ~~the~~their ~~NYSE~~right ~~and~~to the ~~SEC~~remaining deferred underwriting commissions.

~~Nominating~~Critical ~~and~~Accounting ~~Corporate Governance Committee~~Policies

WeThe ~~have~~preparation ~~established~~of ~~a nominating~~financial statements and ~~corporate~~related ~~governance~~disclosures ~~committee~~in ofconformity with GAAP requires the ~~board~~Company’s management to make estimates and assumptions that affect the reported amounts of ~~directors.~~assets ~~The~~and ~~members~~liabilities, disclosure of ~~our~~contingent ~~nominating~~assets and ~~corporate~~liabilities ~~governance~~at ~~committee~~the ~~are~~date ~~Greg~~of the financial ~~Hill~~statements, ~~Livia~~and ~~Mahler~~income and ~~Dennis~~expenses ~~McGinn.~~during ~~Mr. Hill,~~the Msperiods reported. ~~Mahler~~Actual ~~and~~results ~~Vice~~could ~~Admiral~~materially ~~McGinn~~differ ~~are~~from ~~independent~~those ~~and Mr~~estimates. ~~Hill~~ ~~serves~~The ~~as chair~~Company ofhas identified the ~~nominating~~following ~~and~~as ~~corporate~~its ~~governance~~critical ~~committee.~~accounting policies:

~~The~~Ordinary ~~primary~~shares ~~purposes~~subject ~~of our nominating and corporate governance committee is~~ to ~~assist~~possible ~~the board in:~~redemption

●The ~~identifying,~~Company ~~screening~~accounts ~~and~~for its ~~reviewing~~ordinary ~~individuals~~shares ~~qualified~~subject to ~~serve~~possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as ~~directors~~a liability instrument and ~~recommending~~is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the ~~board~~occurrence of ~~directors~~events ~~candidates~~not ~~for~~solely within ~~nomination~~the ~~for~~Company’s ~~election~~control) atis classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the ~~annual~~Company’s control ~~meeting~~and subject to occurrence of ~~shareholders~~uncertain orfuture events. Accordingly, ordinary shares subject to ~~fill~~possible ~~vacancies~~redemption onis presented at redemption value as temporary equity, outside of the ~~board~~shareholders’ equity section of ~~directors;~~the Company’s balance sheet.

●Income ~~developing~~(Loss) ~~and~~Per ~~recommending~~Common ~~to the board of directors and overseeing implementation of our corporate governance guidelines;~~Share

●The ~~coordinating~~Company’s statement of operations includes a presentation of income (loss) per share for redeemable ordinary shares and ~~overseeing~~income (loss) per share for Class A and Class B non-redeemable shares in a manner similar to the ~~annual~~two-class ~~self~~method in calculating net income (loss) per ordinary share. Net income (loss) per ordinary share, basic and diluted, for redeemable ordinary shares is computed by dividing the pro rata net income (loss) between the redeemable ordinary share and the non-~~evaluation~~redeemable ordinary share by the weighted average number of ordinary shares outstanding for the ~~board~~period as adjusted for the effects of ~~directors~~deemed dividend under the assumption that they represent dividends to the holders of the redeemable ordinary shares. Net income (loss) per ordinary share, ~~its~~basic ~~committees~~and diluted, ~~individual~~for ~~directors~~non-redeemable ~~and~~ordinary ~~management~~shares inis computed by dividing the ~~governance~~pro ofrata net income (loss) between the ~~company;~~redeemable and non-redeemable ordinary shares by the weighted average number of ordinary shares outstanding for the period.

~~● reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.~~32

The ~~nominating~~calculation ~~and~~of ~~corporate~~diluted ~~governance~~income ~~committee~~(loss) isper ~~governed~~ordinary byshare adoes ~~charter~~not ~~that~~consider ~~complies~~the effect of the warrants issued in connection with the ~~rules~~Public Offering since the exercise of the ~~NYSE~~warrants are contingent upon the occurrence of future events. For the year ended December 31, 2022, the Company did not have any dilutive warrants, securities or other contracts that could potentially, be exercised or converted into ordinary shares. As a result, diluted income (loss) per ordinary share is the same as basic ordinary share for the year ended December 31, 2022.

33Recent Accounting Pronouncements

~~Director~~Management ~~Nominations~~does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

~~Our~~Factors ~~nominating~~That ~~and~~May ~~corporate governance~~Adversely ~~committee~~Affect ~~will~~Our ~~recommend~~Results ~~to the Board~~ of Directors candidates for nomination for election at the annual meeting of the shareholders. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the Board of Directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders.Operations

~~Prior~~Our toresults of operations and our ability to complete an initial business combination, ~~our~~may ~~board~~be ~~will~~adversely ~~also~~affected ~~consider~~by ~~director~~various ~~candidates~~factors ~~recommended~~that ~~for~~could ~~nomination~~cause byeconomic ~~holders~~uncertainty and volatility in the financial markets, many of which are beyond our ~~founder~~control. ~~shares~~Our ~~during~~business ~~such~~could be impacted by, among other things, ~~times~~downturns asin ~~they~~the ~~are~~financial ~~seeking~~markets ~~proposed~~or ~~nominees~~in toeconomic ~~stand~~conditions, ~~for~~increases ~~appointment~~in atoil anprices, ~~annual~~inflation, ~~general~~increases ~~meeting~~in ~~(or~~interest rates, ifsupply chain ~~applicable~~disruptions, andeclines ~~extraordinary~~in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences ~~general~~and ~~meeting).~~the ~~Prior~~emergence toof ~~our~~new ~~initial~~variants, ~~business~~and ~~combination~~geopolitical instability, ~~holders~~such as the military conflict in Ukraine. We cannot at this time fully predict the likelihood of ~~our~~one ~~public~~or ~~shares~~more ~~will~~of ~~not~~the ~~have~~above events, their duration or magnitude or the ~~right~~extent to ~~recommend~~which ~~director~~they may negatively impact ~~candidates~~our ~~for~~business ~~nomination~~and our ability to ~~our~~complete ~~board~~initial business combination.

~~Code~~Item of7A. ~~Ethics~~Quantitative and Qualitative Disclosures about Market Risk.

We ~~have~~are ~~adopted~~ a ~~Code~~smaller ofreporting ~~Ethics~~company ~~applicable to our directors and officers. We have filed a copy of our form of Code of Ethics~~ as andefined ~~exhibit to the Registration Statement. You can review these documents~~ by ~~accessing~~Rule ~~our~~12b-2 ~~public filings at the SEC’s web site at www.sec.gov. In addition, a copy~~ of the ~~Code~~Exchange ofAct ~~Ethics~~and ~~will~~are benot ~~provided~~required ~~without charge upon request from us. We intend~~ to ~~disclose~~provide ~~any~~the ~~amendments~~information tootherwise orrequired ~~waivers of~~under ~~certain~~this ~~provisions of our Code of Ethics in a Current Report on Form 8-K~~Item.

~~Corporate~~Item ~~Governance~~8. ~~Guidelines~~Financial Statements and Supplementary Data.

~~Our~~Reference ~~board~~is ~~has~~made ~~adopted~~to ~~corporate~~pages ~~governance~~F-1 ~~guidelines~~through inF-24 ~~accordance~~comprising ~~with the corporate governance rules of the NYSE that serve as~~ a ~~flexible~~portion ~~framework within which our board and its committees operate. These guidelines cover a number~~ of ~~areas~~this ~~including board membership criteria and director qualifications~~Report, ~~director~~ ~~responsibilities,~~which board agenda, roles of the chairman of the board, chief executive officer and presiding director, meetings of independent directors, committee responsibilities and assignments, board member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning. A copy of our corporate governance guidelines are ~~posted~~incorporated onherein ~~our~~by ~~website at https://www~~reference.~~gogreeninvestments.com/about/#govern.~~

~~Compliance~~Item 9. Changes in and Disagreements with ~~Section~~Accountants ~~16(a)~~on ofAccounting ~~the~~and ~~Exchange~~Financial ~~Act~~Disclosure.

Section 16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our ordinary shares and other equity securitiesNone. These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons. Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that during the year ended December 31, 2021, all reports applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner in accordance with Section 16(a) of the Exchange Act.

Item 119A. ~~Executive~~Controls ~~Compensation~~and Procedures.

~~None~~Evaluation of ~~our~~Disclosure ~~officers~~Controls ~~or directors have received any cash compensation from us for services rendered to us. We pay an affiliate of our sponsor a total of $10,000 per month for office space, administrative~~ and support services. Our sponsor, officers and directors, or entities with which they are affiliated, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee reviews on a quarterly basis all payments that were made to our sponsor, officers, directors or any entity with which they are affiliated.Procedures

34Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

~~After~~ Under the ~~completion~~supervision ofand ~~our initial~~with ~~business~~the ~~combination,~~participation ~~directors or members~~ of our management, ~~team~~including ~~who~~our ~~remain~~Certifying ~~with~~Officers, uswe ~~may~~carried beout ~~paid~~an ~~consulting,~~evaluation ~~management~~of orthe ~~other~~effectiveness ~~fees~~of ~~from~~ the ~~combined~~design ~~company.~~and ~~All~~operation of ~~these~~our ~~fees~~disclosure ~~will~~controls beand ~~fully~~procedures ~~disclosed~~as toof ~~shareholders~~December 31, to2022 ~~the~~as ~~extent~~defined ~~then known,~~ in ~~the~~Rules ~~tender~~13a-15(e) ~~offer~~and 15d-15(e) ~~materials~~under orthe ~~proxy~~Exchange ~~solicitation~~Act. ~~materials~~Based ~~furnished~~on tothe foregoing, our ~~shareholders~~Certifying inOfficers ~~connection~~concluded ~~with~~that aour ~~proposed~~disclosure ~~business~~controls ~~combination.~~and Itprocedures iswere ~~unlikely~~not ~~the~~effective ~~amount~~due ofto ~~such~~the ~~compensation~~material ~~will~~weakness bein ~~known~~our atinternal ~~the~~control ~~time~~over ~~such~~financial ~~materials~~reporting ~~are~~related ~~distributed,~~to ~~because~~ the ~~directors~~Company’s ofcontrols ~~the~~over ~~post-combination business~~reconciliations ~~will be responsible~~ for ~~determining~~accrued ~~officer~~expenses ~~and~~during ~~director~~the ~~compensation.~~financial ~~Any~~statement ~~compensation~~close toand bedisclosure ~~paid~~review ~~to our officers will be determined by a compensation committee constituted solely by independent directors~~process.

WeManagement identified doa ~~not~~material ~~intend~~weakness torelated ~~take any action~~ to ~~ensure that members of our management team maintain their positions with us after~~ the ~~consummation~~financial ofreporting ~~our initial business combination~~process, ~~although~~ itwhich isincluded ~~possible~~not ~~that~~identifying ~~some~~and orrecording ~~all~~operating ~~of our officers~~ accruals and ~~directors~~expenses ~~may~~related ~~negotiate employment or consulting arrangements~~ to ~~remain with us after~~ the ~~initial~~ business combination. ~~The~~and ~~existence~~a orlack ~~terms~~ of ~~any~~review ~~such~~of ~~employment~~the orCompany’s ~~consulting~~financial ~~arrangements~~statements toat ~~retain~~each ~~their~~reporting ~~positions~~period. ~~with~~As usa ~~may~~result, ~~influence~~we ~~our~~performed ~~management’s~~additional ~~motivation~~analysis inas ~~identifying~~deemed ornecessary ~~selecting~~to aensure ~~target~~that ~~business~~our ~~but~~financial westatements dowere ~~not~~prepared ~~believe~~in ~~that the ability~~accordance ofwith ~~our~~GAAP. Accordingly, management tobelieves ~~remain~~that ~~with us after~~ the ~~consummation~~financial ofstatements ~~our~~included ~~initial~~in ~~business~~this ~~combination~~Annual ~~will~~Report bepresent afairly ~~determining factor~~ in ~~our~~all ~~decision~~material torespects ~~proceed~~our ~~with~~financial ~~any~~position, ~~potential~~results ~~business~~of ~~combination.~~operations, ~~We are not party to any agreements with our officers~~ and ~~directors~~cash ~~that~~flows ~~provide~~ for ~~benefits~~ ~~upon~~the ~~termination~~periods ~~of employment~~presented.

~~Item~~Management has 12implemented remediation steps to improve our disclosure controls and procedures and our internal control over the financial reporting process. ~~Security~~Specifically, ~~Ownership~~the Company has established a process by which all contracts and vendors are reviewed on a regular basis to determine if any expense was incurred and properly recorded. The Company has implemented a review of ~~Certain~~equity ~~Beneficial~~transactions ~~Owners~~to ensure the appropriate accounting for and ~~Management~~valuation, as deemed necessary. The Company has also established a formal review process for its financial statements during which the preparers of financial statements present the financial statements to a group of reviewers within the management team with the results of such review being documented. We plan to further improve this process by implementing additional layers of reviews in the financial close process. The elements of our remediation plan can only be accomplished over time, and ~~Related~~we ~~Stockholder~~can ~~Matters~~offer no assurance that these initiatives will ultimately have the intended effects.

The following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 31, 2022 based on information obtained from the persons named below, with respect to the beneficial ownership of ordinary shares, by:33

●We ~~each~~do ~~person~~not ~~known~~expect bythat usour disclosure tocontrols beand procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the ~~beneficial~~objectives ~~owner~~of the disclosure controls and procedures are met. Further, the design of ~~more~~disclosure ~~than~~controls 5%and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our ~~outstanding~~control ~~ordinary~~deficiencies and ~~shares;~~instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

●Management’s ~~each~~Annual ofReport ~~our~~on ~~executive~~Internal Controls ~~officers~~over ~~and~~Financial ~~directors that beneficially owns our ordinary shares; and~~Reporting

●As required ~~all~~by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our ~~executive~~management ~~officers~~is responsible for establishing and ~~directors~~maintaining asadequate ainternal ~~group~~control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:

~~In the table below, percentage ownership is based on 35,835,000 ordinary shares, consisting of~~ (i1) ~~28,935,000~~pertain ~~Class~~to Athe ~~ordinary~~maintenance ~~shares~~of ~~and~~records ~~(ii) 6~~that,~~900,000~~ ~~Class~~in Breasonable ~~ordinary shares~~detail, ~~issued~~accurately and ~~outstanding~~fairly asreflect ~~of March 31, 2022. On all matters to be voted upon, except for~~ the ~~election~~transactions ofand ~~directors~~dispositions of the ~~board, holders~~assets of ~~the~~our ~~Class A ordinary shares and Class B ordinary shares vote together as a single class. Currently~~company, ~~all of the Class B ordinary shares are convertible into Class A ordinary shares on a one-for-one basis.~~

~~Unless~~(2) ~~otherwise~~provide ~~indicated, we~~reasonable ~~believe~~assurance that ~~all~~transactions ~~persons~~are ~~named~~recorded inas ~~the~~necessary ~~table have sole voting and investment power with respect~~ to ~~all~~permit ~~ordinary~~preparation ~~shares~~of ~~beneficially owned~~consolidated byfinancial ~~them.~~statements ~~The~~in ~~following~~accordance ~~table~~with ~~does~~GAAP, ~~not~~and ~~reflect~~that ~~record~~our orreceipts ~~beneficial~~and ~~ownership~~expenditures ofare ~~the~~being ~~private~~made ~~placement~~only ~~warrants~~in asaccordance ~~these~~with ~~warrants are~~authorizations ~~not exercisable within 60 days~~ of ~~the~~our ~~date~~management ofand ~~this~~directors, ~~Report.~~and

	Class A Ordinary Shares					Class B Ordinary Shares
Name and Address of Beneficial Owner (1)	Number of Shares Beneficially Owned		Approximate Percentage of Class			Number of Shares Beneficially Owned		Approximate Percentage of Class			Approximate Percentage of Outstanding Ordinary Shares
GoGreen Sponsor 1 LP (2)		1,335,000		4.61	%		6,900,000		100	%		22.98	%
John Dowd (2)(3)		1,335,000		4.61	%		6,900,000		100	%		22.98	%
Vikas Anand (3)		—		—			—		—			—
Dan Foley (3)		—		—			—		—			—
Govind Friedland (3)		—		—			—		—			—
Sergei Pokrovsky (3)		—		—			—		—			—
Michael Sedoy (3)		—		—			—		—			—
Vice Admiral Dennis McGinn (3)		—		—			—		—			—
Neha Palmer (3)		—		—			—		—			—
Nereida Flannery (3)		—		—			—		—			—
Greg Hill (3)		—		—			—		—			—
Livia Mahler (3)		—		—			—		—			—
Robert Hvide Macleod (3)		—		—			—		—			—
All executive officers and directors as a group (12 individuals)		1,335,000		4.61	%		6,900,000		100	%		22.98	%
Other 5% Shareholders
Adage Capital Partners, L.P. (4)		1,960,000		6.77	%		—		—			5.47	%
Saba Capital Management, L.P. (5)		2,006,077		6.93	%		—		—			5.60	%
Millennium Management LLC (6)		1,478,000		5.10	%		—		—			4.12	%

(3)

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

~~(1)~~Because of ~~Unless~~its ~~otherwise~~inherent ~~noted~~limitations, ~~the~~internal ~~business~~control ~~address~~over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of ~~each~~any evaluation of effectiveness to future periods are subject to the ~~following~~risk ~~entities~~that controls may become inadequate because of changes in conditions, or ~~individuals~~that isthe ~~1021~~degree ~~Main~~or Stcompliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting as of December 31, ~~Suite~~2022. ~~#1960~~In making these assessments, ~~Houston~~management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on the assessments and those criteria, TXmanagement ~~77002~~determined that we did not maintained effective internal controls over financial reporting as of December 31, 2022, Due to the amterial weakness in our internal control over financial reporting relating to controls over reconciliations for accrued expenses during the financial statement close and disclosure review process.

35Management has implemented remediation steps to improve our disclosure controls and procedures and our internal control over the financial reporting process. Specifically, the Company has established a process by which all contracts and vendors are reviewed on a regular basis to determine if any expense was incurred and properly recorded. The Company has also establish a formal review process for its financial statements during which the preparers of financial statements present the financial statements to a group of reviewers within the management team with the results of such review being documented. We plan to further improve this process by implementing additional layers of reviews in the financial close process.

~~(2)~~This Report ~~Shares~~does ~~are~~not ~~held~~include byan ~~GoGreen~~attestation ~~Sponsor~~report ~~1 LP, a Delaware limited partnership. GoGreen Holdings 1 LLC is the general partner~~ of ~~GoGreen~~our ~~Sponsor~~internal Icontrols LPfrom ofour ~~which~~independent ~~John~~registered ~~Dowd~~public isaccounting ~~the~~firm ~~managing~~due ~~member. By virtue of such relationship, Mr. Dowd has voting and investment discretion with respect~~ to our ~~the~~status ~~securities~~as ~~held~~an ofemerging ~~record~~growth bycompany ~~GoGreen~~under ~~Sponsor 1 LP. Mr. Dowd disclaims any beneficial ownership of~~ the ~~reported~~JOBS ~~shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly~~Act.

~~(3)~~Changes ~~Each~~in ofInternal ~~our~~Control ~~officers,~~over directors, director nominees and executive advisors is a limited partner of GoGreen Sponsor I LP. Each such individual disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he or she may have therein, directly or indirectly.Financial Reporting

~~(4)~~We ~~According~~have tocommenced aour ~~Schedule~~remediation efforts ~~13G~~in ~~filed~~connection onwith ~~November~~the 4,identification ~~2021,~~of ~~Adage~~the ~~Capital~~material ~~Partners,~~weakness ~~L.P.,~~discussed ~~Adage~~above ~~Capital Partners GP, L.L.C., Adage Capital Advisors, L.L.C., Robert Atchinson,~~ and ~~Phillip~~have ~~Gross~~taken ~~acquired~~the ~~1,960,000~~following ~~Class~~steps Aduring ~~ordinary shares. The business address for~~ the ~~reporting~~fiscal year ~~persons~~ended isDecember ~~200 Clarendon Street~~31, ~~52nd Floor, Boston, Massachusetts 02116.~~2022:

~~(5)~~- ~~According~~We toare aestablishing ~~Schedule~~additional ~~13G/A~~monitoring ~~filed on February 14, 2021, Saba Capital Management, L.P., Boaz R. Weinstein,~~ and ~~Saba~~oversight ~~Capital~~controls ~~Management~~designed ~~GP,~~to ~~LLC~~ensure (the ~~“reporting~~accuracy ~~persons”)~~and ~~beneficially~~completeness ~~own~~of ~~2,006,077~~our ~~Class~~financial Astatements ~~ordinary~~and ~~shares~~disclosures. ~~The business address for the reporting persons is 405 Lexington Avenue, 58th Floor, New York, New York 10174.~~

~~(6)~~Other ~~According~~than tothe achanges ~~Schedule 13G filed on March 2~~discussed above, ~~2022,~~there ~~Millennium~~have ~~Management~~been ~~LLC,~~no ~~Millennium~~changes ~~Group~~in ~~Management~~our ~~LLC~~internal ~~and Israel A. Englander may be deemed to beneficially own 1,478,000 Class A ordinary shares which are held by entities subject to voting~~ control ~~and~~over ~~investment~~financial ~~discretion~~reporting byduring ~~Millennium~~the ~~Management~~most ~~LLC~~recent ~~and/or~~fiscal ~~other~~quarter ~~investment managers~~ that may behave materially controlled by Millennium Group Management LLC (the managing member of Millennium Management LLC) and Mr. Englander (the sole voting trustee of the managing member of Millennium Group Management LLC). The foregoing should not be construed in and of itself as an admission by Millennium Management LLCaffected, ~~Millennium Group Management LLC~~ or ~~Mr.~~are ~~Englander~~reasonably aslikely to ~~beneficial~~materially ~~ownership~~affect, ofour ~~the~~internal ~~securities~~control ~~held~~over byfinancial ~~such entities. The business address for the~~ reporting ~~persons is 399 Park Avenue, New York, New York 10022~~.

~~Securities~~Item ~~Authorized~~9B. ~~for~~Other ~~Issuance under Equity Compensation Plans~~Information.

None.

~~Changes~~Item in9C. ~~Control~~Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

~~None~~Not applicable.

~~Item 13. Certain Relationships and Related Transactions, and Director Independence.~~34

InPART April 2021, our sponsor purchased an aggregate of 7,187,500 founder shares for an aggregate purchase price of $25,000, or approximately $0.004 per share. In September 2021, our sponsor forfeited 1,437,500 founder shares, resulting in our sponsor holding 5,750,000 founder shares, up to 750,000 of which were subject to forfeiture to the extent the over-allotment option was not exercised in full by the underwriters. On October 20, 2021, the Company effectuated a share capitalisation of 1,150,000 founder shares, resulting in an aggregate of 6,900,000 founder shares outstanding and held by our sponsor, up to 900,000 of which were subject to forfeiture to the extent the over-allotment option was not exercised in full by the underwriters. The founder shares will automatically convert into Class A ordinary shares upon consummation of a business combination on a one-for-one basis, subject to certain adjustments. The sponsor agreed to forfeit up to 900,000 founder shares to the extent the over-allotment option was not exercised in full by the underwriters. As a result of the underwriters’ over-allotment exercise in full, no shares were forfeited.III

~~Our~~Item ~~sponsor purchased an aggregate of 1,335,000 placement units at a price of $~~10.00 ~~per unit~~Directors, ~~for~~Executive anOfficers aggregate purchase price of $13,350,000 in a private placement that occurred simultaneously with the completion of our initial public offering. The placement units (including the units that may be issued upon conversion of extension loans and ~~working~~Corporate capital loans and their respective component securities) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the consummation of our initial business combinationGovernance. There will be no redemption rights or liquidating distributions with respect to our founder shares or placement shares (including shares issued or exercisable as part of the units and their component securities issuable upon conversion of extension loans and working capital loans).

~~The~~Directors ~~placement units were sold in a private placement pursuant to Section 4(a)(2) or Regulation D of the Securities Act~~ and ~~will~~Executive be exempt from registration requirements under the federal securities laws. As such, the holders of the placement warrants included in the placement units will be able to exercise such placement warrants even if, at the time of exercise, an effective registration statement and a current prospectus relating to the ordinary shares issuable upon exercise of such warrants is not available.Officers

36As of the date of this Report, our directors and officers are as follows:

Other than repayment of any loans which our sponsor, members of our management team, executive advisors or any of their respective affiliates or other third parties may make to finance transaction costs in connection with an intended initial business combination (provided that if we do not consummate an initial business combination, we may use working capital held outside the trust account to repay such loaned amounts, but no proceeds from our trust account would be used for such repayment), payments to our sponsor or its affiliate of a total of $10,000 per month for office space, administrative and support services, and reimbursement for any out-of-pocket expenses related to identifying, investigation and completing an initial business combination, there will be no finder’s fees, reimbursements or cash payments made to our sponsor, officers, directors, executive advisors or any entities with which they are affiliated; our officers, directors and executive advisors will have an economic interest in securities held by our sponsor.

Name	Age	Position
John Dowd	55	Chief Executive Officer and Chairman
Vikas Anand	46	Chief Development Officer
Dan Foley	55	Chief Technology Officer
Govind Friedland	48	Chief Operating Officer
Sergei Pokrovsky	43	Chief Decarbonization Officer
Michael Sedoy, CFA	48	Chief Financial Officer
Vice Admiral Dennis McGinn	77	Director
Neha Palmer	48	Director
Nereida Flannery	52	Director
Greg Hill	61	Director
Livia Mahler	64	Director
Robert Hvide Macleod	43	Director

IfThe ~~any~~experience of our ~~officers or~~ directors ~~becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she~~ ~~has~~and ~~then-current fiduciary~~executive or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us, subject to his or her fiduciary duties under Cayman Islands law. Our officers ~~and~~is ~~directors~~as ~~currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.~~follows:

WeJohn ~~have~~Dowd, ~~entered~~our ~~into~~Chief Executive anOfficer ~~Administrative Services~~and ~~Agreement~~Chairman ~~with~~of ~~our~~the ~~sponsor~~board of directors since April 2021, ~~pursuant~~has todecades ~~which~~of weexperience ~~pay~~generating attractive risk-adjusted returns as a ~~total~~manager of ~~$10,000~~capital. ~~per~~He ~~month~~currently ~~for~~serves ~~office~~as ~~space,~~treasurer ~~administrative~~to ~~and~~the ~~support services.~~board ~~Upon~~of ~~completion~~directors ofat ~~our~~the ~~initial~~Commonwealth ~~business~~School ~~combination~~in orBoston. ~~our~~Mr. Dowd previously ~~liquidation,~~spent wemore ~~will~~than ~~cease~~three ~~paying~~decades ~~these~~researching ~~monthly~~and ~~fees.~~investing ~~Accordingly,~~ in the ~~event~~global ~~the~~energy ~~consummation~~industry. ofFrom ~~our~~2006 ~~initial~~to ~~business~~2019, ~~combination~~he ~~takes~~served ~~until~~as ~~January~~portfolio manager ~~25,~~at ~~2023~~Fidelity ~~(or~~Research ~~until~~& ~~July~~Management 25Co., ~~2023~~LLC, ifmanaging weenergy- ~~fully~~and ~~extend~~natural resources-oriented sector funds. Mr. Dowd ~~the~~previously ~~period~~served as a Senior Research Analyst of ~~time~~Sanford C. Bernstein & Co., LLC from 2000 to ~~consummate~~2006 ~~our~~and ~~initial~~from ~~business~~1995 ~~combination~~to in1997, ~~accordance~~where ~~with~~he covered the ~~terms~~oil ~~described~~service inand ~~this Report)~~equipment, ~~our~~and ~~sponsor will~~refining beand ~~paid~~integrated oil segments. Mr. Dowd also previously served as a ~~total~~partner of Lawhill ~~$150~~Capital Partners,~~000~~ ~~(or~~an upenergy-focused investment management firm, from 1997 to 2000. He holds a ~~total~~Bachelor’s ofdegree ~~$210,000~~in Mechanical ifEngineering wefrom ~~fully~~Carnegie ~~extend~~Mellon ~~until~~University. ~~July~~We ~~25,~~believe ~~2023~~that Mr. ~~months~~Dowd asis ~~described~~well ~~elsewhere in~~qualified ~~this~~to ~~Report)~~serve ~~and~~on ~~will~~our beboard ~~entitled~~due to behis extensive ~~reimbursed~~experience ~~for~~in ~~any~~financing ~~out-~~and investment and deep understanding of~~-pocket expenses~~ the energy sector.

~~Our~~Vikas ~~sponsor~~Anand, our Chief ~~officers,~~Development ~~directors~~Officer since April 2021, is an executive ~~advisors~~with orextensive ~~any~~experience ~~entities~~in ~~with~~renewable ~~which~~energy. ~~they~~He ~~are~~has ~~affiliated,~~23 ~~will~~years beof ~~reimbursed~~financial expertise ~~for~~and ~~any~~a ~~out-~~record of~~-pocket expenses~~ ~~incurred~~transformational ~~in connection~~leadership ~~with~~across ~~activities~~diverse onbusinesses ~~our~~at ~~behalf~~General ~~such~~Electric Co. (NYSE:GE). From January 2018 to January 2021, Mr. Anand served as ~~identifying~~the ~~potential~~Chief ~~target~~Executive ~~businesses~~Officer of GE Renewable Energy — Onshore Wind Americas where he helped the business expand its customer base, and ~~performing~~improved ~~due~~its ~~diligence~~delivery performance, earnings and return on ~~suitable~~invested ~~business combinations~~capital. ~~Our~~Prior ~~audit~~to ~~committee~~that, he ~~will~~served ~~review~~as onthe aChief ~~quarterly~~Financial ~~basis~~Officer ~~all~~of ~~payments~~GE ~~that~~Renewable ~~were~~Energy ~~made~~— Onshore Wind from April 2016 to ~~our~~December ~~sponsor,~~2017. ~~officers~~During that period, he ~~directors~~provided financial leadership to the business and strengthened its operations. From July 2014 to April 2016, ~~executive~~Mr. Anand served ~~advisors~~as orChief ~~any~~Financial ~~entities~~Officer of GE Energy Financial Services, an energy investment business with ~~which~~approximately ~~they~~$16 billion ~~are~~in ~~affiliated~~assets during ~~and~~Mr. Anand’s ~~will~~tenure, ~~determine~~focused ~~which~~on ~~expenses~~providing equity and ~~the~~debt ~~amount~~financing ofto ~~expenses~~solar, ~~that~~wind ~~will~~and benatural ~~reimbursed.~~gas-fueled power ~~There~~generation isand nomidstream ~~cap~~sectors. orPrior ~~ceiling~~to onthat, ~~the~~he ~~reimbursement~~held various managerial positions at a number of ~~out-~~business units of~~-pocket~~ General Electric Co. Mr. ~~expenses~~Anand ~~incurred~~holds bya ~~such~~Bachelor’s ~~persons~~degree in ~~connection~~Commerce ~~with~~from ~~activities~~Bangalore University, an MBA from Columbia Business School and a chartered accountancy certification in India. Mr. Anand was the executive sponsor of GE Renewable Energy Junior Officer Leadership, a hiring and development program focused on ~~our~~U.S. ~~behalf~~military veterans, and was a founding member of AWEA’s Diversity & Inclusion Industry Task Force.

On March 17, 2021, the sponsor agreed to loan us an aggregate of up to $300,000 to cover expenses related to the our initial public offering pursuant to a promissory note (the “Promissory Note”). In September 2021, we issued to our sponsor an Amended and Restated Promissory Note, which increased the loan amount to $500,000 and extended the due date to March 31, 2022. All borrowings outstanding under the Promissory Note were repaid in connection with the closing of our initial public offering.35

IfDan Foley, our weChief ~~anticipate~~Technology ~~that~~Officer wesince ~~may~~April ~~not~~2021, behas ~~able~~over to30 ~~consummate~~years ~~our~~of ~~initial~~energy ~~business~~sector ~~combination~~experience byin ~~January 25~~developing, ~~2023~~building, weowning ~~may,~~and ~~by resolution of our~~operating ~~board~~traditional ifand ~~requested~~renewable byenergy ~~our~~projects ~~sponsor,~~throughout ~~extend~~North ~~the~~America. ~~period~~From ofAugust ~~time~~2013 to ~~consummate~~April a2020, ~~business~~he ~~combination~~served upas tothe ~~two~~founder ~~times,~~and ~~each by an additional~~Chief ~~three~~Executive ~~months~~Officer ~~(for a total~~ of upGlidePath toPower ~~21 months,~~Solutions ~~or until July 25~~LLP, ~~2023, to complete~~ a ~~business~~leading ~~combination),~~independent ~~subject~~developer toand ~~the~~owner ~~sponsor~~of ~~(or~~advanced ~~its~~energy ~~affiliates or designees) depositing into the trust account~~systems, onwith ora ~~prior~~portfolio toof ~~the~~445 ~~applicable~~megawatts ~~deadline, additional funds~~ of ~~$2,760,000~~battery ~~($0.10~~storage ~~per~~and ~~share),~~renewable ~~for~~energy ~~each~~projects ofand ~~the~~3 ~~available~~gigawatts ~~three-month extensions, for a total payment~~ of upbattery tostorage ~~$5,520,000~~projects ~~($0.20~~in ~~per share)~~development. ~~Any~~Prior ~~such~~to founding ~~payments~~GlidePath ~~would~~Power, behe ~~made~~was in the ~~form~~Chief ofExecutive ~~non-interest bearing~~Officer ~~loans. If~~of weAcciona ~~complete~~Energy ~~our~~North ~~initial~~America ~~business combination~~Corp., weone ~~will,~~of at the ~~option~~world’s ofleading ~~our~~renewable energy ~~sponsor~~companies, ~~repay~~from ~~such~~October ~~loaned~~2010 ~~amounts~~to ~~out~~May of2012. ~~the~~He ~~proceeds of~~also ~~the~~worked ~~trust~~in ~~account~~power ~~released~~marketing toat usInvenergy orLLC, ~~convert~~in arisk ~~portion~~management orconsultation ~~all~~with utilities ofand ~~the~~at ~~total~~Deloitte ~~loan~~LLP, ~~amount~~and ~~into~~served ~~units~~as at a ~~price~~transmission ofand ~~$10.00~~generation ~~per~~operator ~~unit,~~and ~~which units~~engineer ~~will~~for beCommonwealth ~~identical~~Edison ~~to the placement units~~Co. IfHe ~~we do not complete~~ holds a ~~business~~Bachelor’s ~~combination,~~of weScience ~~will~~degree ~~repay~~in ~~such~~electrical ~~loans~~engineering ~~only~~computer concentration from ~~funds held~~University ~~outside~~ of ~~the~~Notre ~~trust account~~Dame, ifa ~~any~~Master ~~such~~of ~~funds~~Engineering degree ~~are~~from ~~available.~~State WeUniversity ~~currently~~of ~~believe~~New weYork, ~~will~~Buffalo ~~not~~and ~~have~~an ~~sufficient~~MBA ~~funds~~from ~~left~~University ~~outside~~ of ~~the trust account to pay back such loans if our initial business combination is not completed~~Chicago.

InGovind ~~the~~Friedland, our Chief ~~event~~Operating ~~that~~Officer wesince ~~receive notice~~April ~~from~~2021, ~~our~~has ~~sponsor~~more ~~five~~than ~~days~~20 ~~prior~~years of experience working internationally to ~~the~~finance, ~~deadline~~explore ofand ~~its~~develop strategic ~~wish~~mineral deposits critical for uscombating toglobal ~~effect~~air anpollution. ~~extension,~~His wecareer ~~intend~~experience tohas ~~issue~~focused aprimarily ~~press~~on ~~release~~nickel, copper ~~announcing~~and ~~such~~uranium. ~~intention~~Mr. Friedland athas ~~least~~served ~~three~~as ~~days~~the ~~prior~~Executive toChairman ~~the~~of ~~deadline~~GoviEx Uranium Inc., Inan ~~addition~~advanced stage African-focused uranium mine developer and explorer, wesince ~~intend~~October to2012 ~~issue~~and apreviously ~~press~~served ~~release~~as ~~the~~its ~~day~~Chief ~~after~~Executive ~~the deadline~~Officer ~~announcing~~from ~~whether~~June or2006 ~~not~~to October 2012. He serves on the ~~funds~~board ~~had~~of ~~been~~directors ~~timely~~at ~~deposited~~Cordoba Minerals Corp., ~~Our~~which ~~sponsor~~is ~~and~~developing ~~its~~the ~~affiliates~~San orMatias ~~permitted~~copper/gold ~~designees~~complex ~~are~~north ~~not~~of Medellin, ~~obligated~~Colombia toand ~~extend~~Sama Resources Inc., which is exploring the ~~time~~Samapleau ~~for~~nickel/copper usproject toin ~~complete~~Ivory ~~our~~Coast, ~~initial~~West ~~business~~Africa. ~~combination~~He holds a Bachelor’s degree in Geology and Geological Engineering from Colorado School of Mines.

37Sergei Pokrovsky, our Chief Decarbonization Officer since April 2021, has over 20 years of experience in energy and mergers and acquisitions (M&A). He spent majority of his career on the upstream energy side. Mr. Pokrovsky founded and has served as Managing Director of Werrus Energy, an energy-focused private equity fund based in Houston since 2017. From 2015 to 2017, he served as Manager, Unconventional Resources, at Lukoil International Upstream West, Inc. Prior to that, Mr. Pokrovsky served as Senior Operations Manager at Kimmeridge Energy from 2012 to 2015, where he led operational activities of private equity portfolio focusing on investing in oil and gas assets. He also held various management roles at Baker Hughes Company from 2005 to 2012. Mr. Pokrovsky brings hands-on experience of operations execution, proprietary deal flow, private companies’ valuation, and bridges the gap between traditional and sustainable clean energy projects. Mr. Pokrovsky understands the challenges traditional energy companies are facing transitioning to carbon neutral future and can identify the best technological solutions to address it. Mr. Pokrovsky holds a Bachelor’s degree in engineering geology from Moscow State University, and a Master degree in geophysics from the University of Alaska, Fairbanks.

InMichael ~~addition~~Sedoy, ~~in order to finance~~CFA, our ~~transaction~~Chief ~~costs~~Financial inOfficer ~~connection~~since ~~with~~April ~~an intended initial business combination~~2021, ~~our~~has ~~sponsor~~over or20 anyears ~~affiliate~~ of ~~our~~experience ~~sponsor~~in orenergy, ~~certain~~utilities, infrastructure ofand alternative energy ~~our~~investment. ~~officers~~Mr. Sedoy ~~and~~has ~~directors~~served ~~may,~~as ~~but~~portfolio ~~are~~manager ~~not~~at ~~obligated~~a ~~to,~~number ~~loan~~of ushedge funds asand ~~may~~private beequity ~~required~~firms. IfHe wehas ~~complete~~served anas ~~initial~~a ~~business combination,~~portfolio wemanager ~~would~~at ~~repay~~Cinctive ~~such~~Capital ~~loaned~~since ~~amounts~~April 2019. InHe ~~the~~was ~~event~~a ~~that~~portfolio ~~the~~manager ~~initial~~at ~~business~~Imua ~~combination~~Capital ~~does~~from ~~not~~January ~~close,~~2018 weto ~~may~~March ~~use~~2019, aScoria ~~portion of the working~~Capital ~~capital~~from ~~held~~February ~~outside~~2016 ~~the trust account~~ to ~~repay~~December 2017, ~~such~~Kimmeridge ~~loaned~~Capital ~~amounts but no proceeds~~ from ~~our~~January ~~trust~~2013 ~~account~~to ~~would~~February be2015 ~~used~~and ~~for~~Diamondback ~~such~~Capital ~~repayment.~~from January Up2007 to ~~$1,500,000~~December of2012. ~~such~~Prior ~~loans~~to ~~may~~joining bethe ~~convertible~~hedge ~~into~~fund ~~units~~industry, ~~at a price of $10~~Mr.00 Sedoy ~~per~~was ~~unit~~co-portfolio manager ~~at the option~~ of ~~the~~two ~~lender~~capital atand ~~the time of~~income ~~the~~funds ~~business~~at Salomon ~~combination.~~Brothers ~~The~~Asset ~~units~~Management ~~would~~and beserved ~~identical~~as tosector ~~the~~head ~~placement~~of ~~units~~its energy ~~sold~~and inutilities ~~the~~investments. ~~private placement~~Mr. Sedoy was ~~The~~also ~~terms~~a ofsenior ~~such~~analyst ~~loans~~at ~~by our~~AllianceBernstein ~~officers~~Holding ~~and directors~~LP, ifwhere ~~any,~~he ~~have~~worked ~~not~~on ~~been~~senior ~~determined~~investment-grade, ~~except~~high-yield debt ~~as otherwise described herein~~ and ~~no written agreements exist with~~ distressed ~~respect~~utilities toand ~~such~~pipelines. ~~loans~~Mr. Sedoy Weholds doa ~~not~~Bachelor’s ~~expect~~degree toin ~~seek~~Finance ~~loans~~ from ~~parties~~Kharkov ~~other~~University ~~than~~of ~~our~~Trade, ~~sponsor~~Ukraine orand an ~~affiliate of our sponsor as we do not~~MBA ~~believe~~from ~~third~~the ~~parties~~University ~~will~~of ~~be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account~~Bridgeport.

After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.36

WeVice ~~have~~Admiral ~~entered~~Dennis ~~into~~McGinn, our director asince ~~registration~~October 2021, was appointed and served as Assistant Secretary of the Navy for Energy, Installations and Environment from ~~rights~~September ~~agreement~~2013 ~~with~~until ~~respect~~January to2017. Previously, Mr. McGinn served on active duty in the ~~founder~~United ~~shares~~States Navy for 35 years as a naval aviator, ~~placement~~test ~~shares~~pilot, ~~placement~~aircraft ~~warrants~~carrier commanding officer, and ~~Class~~national Asecurity ~~ordinary~~strategist. ~~shares~~His capstone assignments as Vice Admiral included serving as Deputy Chief of Naval Operations and ~~warrants~~as ~~underlying~~Commander of the United States Third Fleet. Mr. McGinn is former President ~~units~~of ~~issued~~the ~~upon~~American ~~conversion~~Council on Renewable Energy (ACORE) and a past member of ~~either~~the ~~working~~Steering ~~capital~~Committee orof ~~extension~~the ~~loans~~Energy Future Coalition, United States Energy Security Council, Bipartisan Policy Center Energy Board, and CNA Military Advisory Board. He currently serves as a director of the Electric Power Research Institute, the Rocky Mountain Institute, Customer First Renewables, Willdan Group Inc. (ifNASDAQ: ~~any~~WLDN), and HALO Maritime Defense Systems. He is a senior advisor to the Scripps Institute of Oceanography and the Center for Climate and Security. Admiral McGinn holds a Bachelor of Science degree in Naval Engineering from the U.S. Naval Academy and was a Chief of Naval Operations Strategic Studies Fellow at the U.S. Naval War College. We believe that Vice Admiral McGinn is qualified to serve on our board due to his experience serving on boards of directors of other companies and leadership skills.

~~Director~~Neha ~~Independence~~Palmer, a director on our board since October 2021, is currently the Chief Executive Officer of TeraWatt Infrastructure, a company that develops and finances electric vehicle charging infrastructure in the United States. From January 2012 to March 2021, Ms. Palmer served as head of energy strategy, global infrastructure at Google LLC (formerly Google Inc.) (Google) where she led the team responsible for procurement of energy and electric infrastructure, risk management, energy trading operations, and sourcing as much renewable energy as possible to power Google’s global operations. As a result of initiatives that Ms. Palmer led, Google became the world’s largest corporate purchaser of renewable energy and the first company of its size to achieve 100% renewable energy for operations, which it has done since 2017. Prior to joining Google, Ms. Palmer held several positions at PG&E Corp. (NYSE: PCG) from June 2010 to December 2011, the last being director of corporate development. She previously served as an investment banker for Goldman Sachs Inc. (NYSE: GS), serving clients in the electricity sector. Ms. Palmer holds an MBA from the Kellogg School of Management at Northwestern University and a Bachelor’s degree in Civil Engineering from California Polytechnic State University, San Luis Obispo. We believe that Ms. Palmer is well qualified to serve on our board due to her extensive experience with the energy and finance industries.

~~The~~Nereida ~~NYSE~~Flannery, a director ~~listing~~on ~~standards~~our board since October 2021, has over 20 years of M&A, consulting, investment banking and operational experience in ~~require~~China, ~~that~~working with prominent multinational clients as well as leading Chinese firms across a ~~majority~~broad range of ~~our~~industries. ~~board~~Ms. ofFlannery is ~~directors~~currently bean independent consultant based in Hong Kong. AnShe ~~“independent~~was ~~director”~~the isco-founder of ~~defined~~The ~~generally~~Balloch asGroup (“TBG”), a ~~person~~leading ~~who~~investment ~~has~~advisory nofirm ~~material~~in ~~relationship~~China, and served as Chief Operating Officer of TBG from 2001 to 2007. At TBG, she headed business development activities and was engaged with the firm’s M&A mandates in the natural resources sector. She led the team that advised Hong Kong-listed Zijin ~~company~~Mining ~~(either~~Group ~~directly~~Co. Ltd. on several of its major overseas acquisitions and originated or asmanaged aseveral ~~partner~~other transactions, including ~~shareholder~~Sinopec orGroup’s ~~officer~~2005 purchase of ana ~~organization~~40% ~~that has~~interest in a ~~relationship~~Canadian ~~with~~oil ~~the~~sands ~~company)~~project. WeMs. ~~have~~Flannery 6has ~~“independent~~advised ~~directors”~~Chinese sector leaders such as ~~defined~~Sinochem Corp., China Minmetals Corp., and other mining and oil and gas firms in China, helping them identify overseas acquisition targets and sourcing foreign strategic partners for their projects overseas. Prior to founding TBG, she was the ~~NYSE~~Shanghai general ~~listing~~manager ~~standards~~and vice president for international business development at Alibaba.com, Asia’s largest e-commerce marketplace, from 2000 to 2001. Ms. Flannery served as Country Manager of the Canada China Business Council in China from 1997 to 2000, where she worked closely with Canadian-member companies to design, execute and ~~applicable~~monitor their China entry strategies. Ms. Flannery received ~~SEC~~a ~~rules~~Bachelor of Art degree in Political Science from Queen’s University in Canada. She also serves as a director of Galaxy Digital Holdings Ltd. (TSX: GLXY). We believe that Ms. Flannery is well qualified to serve on our board due to her extensive experience in international business transactions and the energy industry.

Our board has determined that each of Mr. Hill, Ms. Mahler, Mr. Macleod, Vice Admiral McGinn, Ms. Palmer and Ms. Flannery is an independent director under applicable SEC and NYSE rules. Our independent directors have regularly scheduled meetings at which only independent directors are present.37

~~Item~~Greg 14Hill, a director on our board since October 2021, is president and chief operating officer of Hess Corp. ~~Principal~~(NYSE:HES), ~~Accountant~~a ~~Fees~~global independent energy company engaged in the exploration and ~~Services~~production of crude oil and natural gas. Prior to joining Hess Corp. in 2009, Mr. Hill spent 25 years at Royal Dutch Shell in a variety of operations, engineering, technical and business leadership roles in Asia-Pacific, Europe and the United States. He served as executive vice president — exploration and production (E&P) of Singapore-based Shell Asia Pacific; vice president of production for Shell E&P Europe; and senior vice president of Aera Energy, LLC, a California-based natural gas and oil producer jointly owned by Shell and ExxonMobil Corp. He is a member of the board of directors of Harbour Direct Holdings, Ltd and Hess Midstream Partners LP (NYSE: HESM); a general member of the Council on Competitiveness and a national commissioner on the Council’s National Commission on Innovation & Competitiveness Frontiers; and Chairman of the Upstream Committee of the American Petroleum Institute. Mr. Hill is also a board member of the National Ocean Industries Association, the American Exploration and Production Council, the Greater Houston Partnership, the Houston Energy Transition Initiative, the WYldlife Fund, Accenture Global Energy Board, and CEOs Against Cancer (Gulf Coast Chapter). He chaired the Wyoming Governor’s ENDOW initiative to develop a 20-year economic diversification plan for the state of Wyoming; co-chaired the Wyoming Governor’s Energy, Engineering, STEM Integration Task Force; and chaired the University of Wyoming Foundation Board until 2020. He is a founding member of the Blue Ribbon Panel on Sustaining America’s Diverse Fish and Wildlife Resources created in 2014 by the Association of Fish and Wildlife Agencies. He holds a Bachelor of Science degree in Mechanical Engineering from University of Wyoming. We believe that Mr. Hill is well qualified to serve on our board due to his extensive experience in the energy industry and prior experience serving on boards of public companies.

~~The~~Livia ~~following~~Mahler, a director on our board since October 2021, is a ~~summary~~ co-founder of ~~fees~~Vancouver-based Computational ~~paid~~Geosciences orInc., which provides technological solutions to bethe ~~paid~~natural resource industry. She has served as President and Chief Executive Officer of Computational Geosciences Inc. since 2010. From 1999 to ~~Citrin~~2010, she was the Managing Partner of Greenstone Venture Partners L.P., a closed end venture capital fund for early ~~services~~stage ~~rendered~~technology companies. Ms. Mahler has served on the boards of directors of a number of public and private companies. She is currently a director and a member of the Technical, Audit and Compensation committees at Endeavour Mining Corp., a West African gold producer focused on developing and operating a portfolio of high quality low-cost, long-life mines. She also previously served on the boards of directors of Ivanhoe Mines Ltd. (audit and compensation committees), Diversified Royalty Corp. (audit and compensation committees) and Turquoise Hill Resources Ltd. (audit and compensation committees). Ms. Mahler holds a Bachelor of Science degree in Life Sciences from Hebrew University of Jerusalem, Israel and an MBA from University of British Columbia. We believe that Ms. Mahler is well qualified to serve on our board due to her prior experience serving on boards of directors of other companies as well as her deep understanding of corporate governance.

~~Audit~~Robert ~~Fees.~~Hvide ~~Audit fees~~Macleod, ~~consist~~a ofdirector ~~fees~~on ~~for~~our ~~professional~~board ~~services~~since ~~rendered~~October ~~for~~2021, is the ~~audit~~owner ofand ~~our~~has ~~year-end~~served ~~financial~~as ~~statements~~the ~~and~~Chairman ~~services~~of ~~that~~Hans ~~are~~Hvide ~~normally~~& ~~provided by~~Co. ~~Citrin~~since inJanuary ~~connection~~2011. ~~with~~From November ~~regulatory~~2014 ~~filings.~~to ~~The~~October ~~aggregate~~2020, ~~fees~~he ofserved ~~Citrin~~as ~~for~~the ~~professional~~Chief ~~services~~Executive ~~rendered~~Officer ~~for~~of the ~~audit~~management division of ~~our~~Frontline Ltd., the world’s ~~annual~~largest ~~financial~~tanker ~~statements~~company, ~~review~~where ofhe led the ~~financial~~company ~~information~~through ~~included~~a inperiod ~~our~~of ~~Forms~~significant 10fleet growth. Prior to Frontline, Mr. Macleod was employed by maritime and energy conglomerate A.P. Moller Maersk Group from 2002 to 2004 and by Glencore-QST Shipping ~~for~~from May 2004 to August 2011. He is the ~~respective~~founder ~~periods~~of Highlander Tankers AS and ~~other~~currently ~~required~~holds board positions and equity interests across a wide range ~~filings~~of ~~with~~companies. He is the ~~SEC~~Chairman ~~for~~of the ~~year~~board ~~ended~~of ~~December~~directors ~~31,~~of ~~2021~~Highlander ~~totaled~~Tankers ~~approximately~~AS ~~$0.~~— ~~The~~Norway ~~aggregate~~and ~~fees~~also ofserves ~~Citrin~~as ~~related~~a todirector ~~audit~~of ~~services~~Rankedin inAS ~~connection~~— ~~with~~Norway. ~~our~~Mr. Macleod ~~initial~~holds ~~public~~a ~~offering~~maritime ~~totaled~~business ~~approximately~~degree ~~$68,795.~~from ~~The~~University ~~above~~of ~~amounts~~Plymouth ~~include~~in ~~interim~~the ~~procedures~~U.K. ~~and~~We ~~audit~~believe ~~fees,~~that Mr. Macleod asis well asqualified ~~attendance~~to atserve ~~audit~~on ~~committee~~our ~~meetings~~board due to [_].

Audit-Related Fees. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. During the year ended December 31, 2021 we did not pay Citrin any audit-related fees.38

~~Tax~~Our ~~Fees.~~Executive ~~We did not pay Citrin for tax services, planning or advice for the year ended December 31, 2021.~~Advisors

~~All~~Robert ~~Other~~Friedland, an executive ~~Fees~~advisor, is founder and chairman of Ivanhoe Capital Corp., Wean international venture capital firm. He has also served as the ~~did~~Chairman ~~not~~and ~~pay~~Chief ~~Citrin~~Executive Officer of Ivanhoe Capital Acquisition Corp., a SPAC, since July 2020. For over 30 years, Ivanhoe Capital has invested in a diverse portfolio of businesses, but focused primarily in the mining and disruptive technology sectors. These investments have been in ventures that led to the discovery and development of some of the world’s most significant mineral deposits, development and applications of advanced technologies across various industries, and the advancement and commercialization of, among others, grid scale vanadium battery technology. Mr. Friedland’s mining interests are targeted toward companies exploring for ~~any~~and ~~other~~seeking to ~~services~~develop the metals needed for the ~~year~~paradigm ~~ended~~electrification ~~December~~shift: 31copper, ~~2021~~nickel, cobalt, and the platinum group metals — platinum, palladium and rhodium, which are also known as the electrification metals.

~~Pre~~Peggy Wang, an executive advisor, is an attorney specializing in cross-~~Approval~~border corporate ~~Policy~~M&A and private equity, having spent more than 20 years working in New York, Hong Kong and London. Ms. Wang is currently a partner in the Norton Rose Fulbright corporate team based in Hong Kong, focusing on private equity and M&A. She was a private equity partner at White & Case in London, and previously served as the firm’s Asia head of private equity based in Hong Kong. Before joining White & Case, Ms. Wang was a partner at Linklaters in Hong Kong. She also served as M&A Legal senior counsel at Citigroup Inc. (NYSE: C) and was an associate at Kaye Scholer in New York City. She has obtained law degrees from the Duke University School of Law and a bachelor’s degree from the University of Michigan.

~~Our~~Andrew ~~audit~~Poole, an executive ~~committee~~advisor, ~~was~~has ~~formed~~over 19 years of diversified investment experience. Mr. Poole is also a Director of International General Insurance ~~upon~~Holdings Ltd (IGI) since March 2020 in connection with the consummation of ~~our~~the ~~initial~~business ~~public~~combination ~~offering~~with Tiberius Acquisition Corporation. Mr. AsPoole aalso ~~result~~serves, ~~the~~since ~~audit~~September ~~committee~~2022, ~~did~~as ~~not~~a ~~pre~~non-~~approve~~executive ~~all~~Director of FOXO Technologies Inc. since the ~~foregoing~~closing ~~services,~~of a business combination ~~although~~with ~~any~~Delwinds ~~services~~Insurance ~~rendered~~Acquisition ~~prior~~Corp., toa ~~the~~blank ~~formation~~check company which went public in December 2020 with $201.250 million held in trust. He was previously Chairman of ~~our~~the ~~audit~~Board ~~committee~~of ~~were~~Directors ~~approved~~and byChief ~~our~~Executive ~~board~~Officer of ~~directors~~Delwinds Insurance Acquisition Corp. ~~Since~~Mr. ~~the~~Poole ~~formation~~was ofthe ~~our~~Chief ~~audit~~Investment ~~committee~~Officer of Tiberius, a blank check company which went public in March 2018 and onwhich aconsummated ~~going-forward~~its ~~basis~~initial business combination with IGI. Concurrently, ~~the~~from ~~audit~~2015 ~~committee~~through ~~has~~December 2022, Mr. Poole was an investment consultant at The Gray Insurance Company. Mr. Poole’s most recent role prior to joining Tiberius and ~~will~~The ~~pre-approve~~Gray ~~all~~Insurance ~~auditing~~Company ~~services~~was as Partner and ~~permitted~~Portfolio Manager at Scoria ~~non-audit~~Capital ~~services~~Partners, toLP, bea ~~performed~~long/short ~~for~~equity ushedge byfund, ~~our~~where ~~auditors~~he managed a portion of the firm’s capital including insurance sector investments from 2013 to 2015. Prior to Scoria, Mr. Poole held various positions at Diamondback Capital Management from 2005 to 2012 (including ~~the~~Portfolio ~~fees~~Manager from 2011 onwards) and ~~terms~~SAC ~~thereof~~Capital ~~(subject~~from 2004 to ~~the~~2005, deboth ~~minimis~~of ~~exceptions for~~which ~~non~~are multi-~~audit~~strategy ~~services~~multi-manager ~~described~~cross capital structure long/short hedge funds. Earlier, Mr. Poole started his career at Swiss Re (SIX: SREN) working in ~~the~~facultative ~~Exchange~~property placements ~~Act~~in ~~which~~2003 ~~are~~and ~~approved~~was byon the ~~audit~~Board ~~committee~~of Family Security, a personal lines insurance company, from 2013 to 2015 prior to the ~~completion~~sale of the ~~audit~~company to United Insurance Holdings Corporation (Nasdaq: UIHC). Mr. Poole is a graduate of The George Washington University.

38Number and Terms of Office of Officers and Directors

~~PART~~Our IVboard of directors currently consists of seven members. Holders of our founder shares will have the right to appoint all of our directors prior to consummation of our initial business combination and holders of our public shares will not have the right to vote on the appointment of directors during such time. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by at least 90% of our ordinary shares voting in a general meeting. Each of our directors will hold office until our first annual general meeting of shareholders. Subject to any other special rights applicable to the shareholders, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board or by a majority of the holders of our founder shares.

Our ~~Item~~officers 15are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. ~~Exhibit~~Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association provide that our officers may consist of a Chairman, Chief Executive Officer, President, Chief Financial ~~Statement~~Officer, ~~Schedules~~Chief Operating Officer, Vice Presidents, Secretary, Assistant Secretaries, Treasurer and such other offices as may be determined by the board of directors.

~~(a) The following documents are filed as part of this Report:~~39

~~(1)~~Committees ~~Financial~~of ~~Statements~~the Board of Directors

		Page
Financial Statements:
Report of Independent Registered Public Accounting Firm		F-2
Balance Sheet as of December 31, 2021		F-3
Statement of Operations for the period from March 17, 2021 (inception) through December 31, 2021		F-4
Statement of Changes in Shareholders’ Equity (Deficit) for the period from March 17, 2021 (inception) through December 31, 2021		F-5
Statement of Cash Flows for the period from March 17, 2021 (inception) through December 31, 2021		F-6
Notes to Financial Statements for the period from March 17, 2021 (inception) through December 31, 2021		F-7

Our board of directors has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee, each comprised of independent directors. Subject to phase-in rules and a limited exception, the NYSE rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the NYSE rules require that the compensation committee and nominating and corporate governance committee of a listed company each be comprised solely of independent directors. Each committee operates under a charter that has been approved by our board of directors and has the compositions and responsibilities described below. The charter of each committee is available on our website at https://www.gogreeninvestments.com/about/#govern.

~~(2)~~Audit ~~Financial Statement Schedules~~Committee

~~All~~We ~~financial~~have ~~statement~~established ~~schedules~~an audit ~~are~~committee ~~omitted~~of ~~because~~the ~~they~~board ~~are~~of ~~not~~directors. ~~applicable~~Robert orHvide Macleod, Neha Palmer and Nereida Flannery serve as members of our audit committee, and Mr. Macleod chairs the ~~amounts~~audit ~~are~~committee. ~~immaterial~~Under the NYSE listing standards and ~~not~~applicable ~~required~~SEC rules, orwe ~~the~~are required ~~information~~to ishave ~~presented in~~at least three members of the ~~financial~~audit ~~statements~~committee, all of whom must be independent. Each of Mr. Macleod, Ms. Palmer and ~~notes~~Ms. ~~thereto~~Flannery ~~beginning~~meets the onindependent ~~page~~director Fstandard under the NYSE listing standards and under Rule 10-A-3(b)(1) of ~~this~~the ~~Report~~Exchange Act.

~~(3)~~Each ~~Exhibits~~member of the audit committee is financially literate and our board of directors has determined that Mr. Macleod as an “audit committee financial expert” as defined in applicable SEC rules.

We ~~hereby~~ ~~file~~have asadopted ~~part~~an ofaudit committee ~~this~~charter, ~~Report~~which ~~the~~details ~~exhibits listed in~~ the ~~attached~~principal ~~Exhibit~~functions ~~Index.~~of ~~Exhibits which are incorporated herein by reference can be inspected on~~ the ~~SEC~~audit ~~website~~committee, ~~at www.sec.gov.~~ including:

● ~~Item~~assisting ~~16.~~board ~~Form~~oversight ~~10-K~~of ~~Summary.~~(1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor’s qualifications and independence, and (4) the performance of our internal audit function and independent auditors;

~~Not~~● ~~applicable.~~the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us;

39● pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

~~INDEX~~● TOsetting ~~FINANCIAL~~clear ~~STATEMENTS~~hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations;

~~GoGreen~~● ~~Investments~~setting ~~Corporation~~clear policies for audit partner rotation in compliance with applicable laws and regulations;

		Page
Financial Statements:
Report of Independent Registered Public Accounting Firm (PCAOB ID 2468)		F-2
Balance Sheet as of December 31, 2021		F-3
Statement of Operations for the period from March 17, 2021 (inception) through December 31, 2021		F-4
Statement of Changes in Shareholder’s Equity (Deficit) for the period from March 17, 2021 (inception) through December 31, 2021		F-5
Statement of Cash Flows for the period from March 17, 2021 (inception) through December 31, 2021		F-6
Notes to Financial Statements for the period from March 17, 2021 (inception) through December 31, 2021		F-7

●

obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence;

~~F-1~~40

~~REPORT OF~~● ~~INDEPENDENT~~meeting ~~REGISTERED~~to ~~PUBLIC~~review ~~ACCOUNTING~~and ~~FIRM~~discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;

~~To the~~● ~~Stockholders~~reviewing and ~~Board~~approving ofany ~~Directors~~related party transaction required to be disclosed pursuant to Item 404 of ~~GoGreen~~Regulation ~~Investments~~S-K ~~Corporation~~promulgated by the SEC prior to us entering into such transaction; and

~~Opinion on~~● reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial ~~Statement~~Accounting Standards Board, the SEC or other regulatory authorities.

~~We have~~Compensation audited the accompanying balance sheet of GoGreen Investments Corporation (the “Company”) as of December 31, 2021, the related statement of operations, stockholders’ deficit and cash flows for the period from March 17, 2021 (inception) to December 31, 2021, and the related notes (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the period from March 17, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United State of America.Committee

~~Basis~~We have established a compensation ~~for~~committee ~~Opinion~~of the board of directors. Livia Mahler, Neha Palmer and Greg Hill serve as members of our compensation committee. Under the NYSE listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent. Ms. Mahler, Ms. Palmer and Mr. Hill are independent, and Ms. Mahler chairs the compensation committee.

~~These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit.~~ We ~~are~~have adopted a ~~public accounting firm registered with the Public Company Accounting Oversight Board~~compensation ~~(United~~committee ~~States)~~charter, ~~("PCAOB")~~which ~~and~~details ~~are required to be independent with respect to~~ the ~~Company~~principal infunctions ~~accordance with the U.S. federal securities laws and the applicable rules and regulations~~ of the ~~Securities~~compensation ~~and~~committee, ~~Exchange Commission and the PCAOB.~~including:

~~We conducted~~● ~~our~~reviewing ~~audit~~and inapproving ~~accordance~~on ~~with~~an ~~the~~annual ~~standards~~basis of the ~~PCAOB.~~corporate ~~Those~~goals ~~standards require that we plan~~ and ~~perform~~objectives ~~the~~relevant ~~audit~~ to ~~obtain reasonable~~our ~~assurance~~Chief ~~about~~Executive ~~whether~~Officer’s ~~the financial statements are free of material misstatement~~compensation, ~~whether~~if ~~due~~any ~~to error or fraud. The Company~~ is ~~not~~paid ~~required~~by ~~to have~~us, ~~nor~~evaluating ~~were we engaged to perform, an audit of its internal control over financial reporting. As part of~~ our ~~audit, we~~Chief ~~are~~Executive ~~required~~Officer’s toperformance ~~obtain~~in anlight ~~understanding~~ of ~~internal~~such ~~control~~goals ~~over~~and ~~financial~~objectives ~~reporting~~and ~~but~~determining ~~not~~and ~~for~~approving the ~~purpose~~remuneration of(if ~~expressing~~any) ~~an opinion on the effectiveness~~ of ~~the~~our ~~Company’s~~Chief ~~internal~~Executive ~~control~~Officer ~~over~~based ~~financial~~on ~~reporting. Accordingly, we express no~~ such ~~opinion.~~evaluation;

~~Our audit~~● ~~included~~reviewing ~~performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud,~~ and ~~performing~~approving ~~procedures that respond to those risks. Such procedures included examining,~~ on aan ~~test~~annual basis, ~~evidence regarding~~ the ~~amounts~~compensation, ~~and~~if ~~disclosures~~any inis ~~the~~paid ~~financial statements. Our audit also included evaluating the accounting principles used and significant estimates made~~ by ~~management~~us, asof ~~well~~all ~~as evaluating the overall presentation~~ of ~~the financial statements. We believe that~~ our ~~audit~~other ~~provides a reasonable basis for our opinion.~~officers;

~~/s/ CITRIN~~● ~~COOPERMAN~~reviewing &on ~~COMPANY~~an annual basis our executive compensation policies and plans;

~~We have~~● ~~served~~implementing asand ~~the~~administering ~~Company's~~our ~~auditor~~incentive ~~since~~compensation ~~2021.~~equity-based remuneration plans;

~~New York,~~● ~~New~~assisting ~~York~~management in complying with our proxy statement and annual report disclosure requirements;

~~March 31~~● approving all special perquisites, ~~2022~~special cash payments and other special compensation and benefit arrangements for our officers and employees;

~~F-2~~● if required, producing a report on executive compensation to be included in our annual proxy statement; and

~~GOGREEN~~● ~~INVESTMENTS~~reviewing, ~~CORPORATION~~evaluating and recommending changes, if appropriate, to the remuneration for directors.

~~BALANCE SHEET~~41

~~December~~Notwithstanding 31the foregoing, as ~~2021~~indicated above, other than the payment to our sponsor or an affiliate thereof of $10,000 per month, until April 25, 2023 (or until July 25, 2023 if we extend the period of time to consummate our initial business combination in accordance with the terms described in this Report), for office space, utilities and secretarial and administrative support and reimbursement of expenses, no compensation of any kind, including finder’s, consulting or other similar fees, will be paid to any of our officers, directors, executive advisors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

ASSETS
Current assets:
Cash	$	474,799
Prepaid expenses		532,932
Total current assets		1,007,731
Long-term assets:
Prepaid expenses		288,674
Investments held in Trust		281,524,163
Total Assets	$	282,820,568
LIABILITIES, REDEEMABLE ORDINARY SHARES, AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses	$	78,562
Total current liabilities		78,562
Long-term liability:
Deferred underwriting commission		9,660,000
Total liabilities		9,738,562
Commitments and Contingencies (Note 6)
Class A shares subject to possible redemption $0.0001 par value; 27,600,000 shares at redemption value of $10.20 per share		281,524,163
Shareholders’ equity (deficit):
Preference shares, $0.0001 par value; 5,000,000 shares authorized, none issued or outstanding		—
Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized, 1,335,000 issued and outstanding		134
Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized, 6,900,000 shares issued and outstanding		690
Additional paid-in-capital		—
Accumulated deficit		(8,442,981	)
Total shareholders’ equity (deficit)		(8,442,157	)
Total liabilities and shareholders’ equity (deficit)	$	282,820,568

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the NYSE and the SEC.

~~The~~Nominating ~~accompanying~~and ~~notes are~~Corporate anGovernance ~~integral part of these financial statements.~~Committee

~~F-3~~We have established a nominating and corporate governance committee of the board of directors. The members of our nominating and corporate governance committee are Greg Hill, Livia Mahler and Dennis McGinn. Mr. Hill, Ms. Mahler and Vice Admiral McGinn are independent, and Mr. Hill serves as chair of the nominating and corporate governance committee.

~~GOGREEN~~The ~~INVESTMENTS~~primary ~~CORPORATION~~purposes of our nominating and corporate governance committee is to assist the board in:

~~STATEMENT~~● OFidentifying, ~~OPERATIONS~~screening and reviewing individuals qualified to serve as directors and recommending to the board of directors candidates for nomination for election at the annual meeting of shareholders or to fill vacancies on the board of directors;

	For the period from March 17, 2021 (inception) through December 31, 2021
General and administrative expenses	$	470,759
Formation costs		8,817
Loss from operations		(479,576	)
Other income:
Interest income		4,163
Net loss	$	(475,413	)
Weighted average Redeemable Class A ordinary shares outstanding, basic and diluted		6,900,000
Basic and diluted net income (loss) per Redeemable Class A ordinary share	$	4.14
Weighted average Nonredeemable Class A and Class B ordinary shares outstanding, basic and diluted		7,336,735
Basic and diluted net loss per Nonredeemable Class A and Class B ordinary share	$	(0.03	)

●

developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines;

~~The~~● ~~accompanying~~coordinating ~~notes~~and ~~are~~overseeing anthe ~~integral~~annual ~~part~~self-evaluation of ~~these~~ ~~financial~~the ~~statements.~~board of directors, its committees, individual directors and management in the governance of the company; and

~~F-4~~● reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.

~~GOGREEN~~The ~~INVESTMENTS~~nominating ~~CORPORATION~~and corporate governance committee is governed by a charter that complies with the rules of the NYSE.

~~STATEMENT~~Our OFnominating ~~CHANGES~~and INcorporate governance ~~SHAREHOLDERS’~~committee will recommend to the board of directors candidates for nomination for election at the annual meeting of the shareholders. ~~EQUITY~~We ~~(DEFICIT)~~have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders.

	Ordinary Shares										Additional						Shareholders’
	Class A				Class B						Paid-In			Accumulated			Equity
	Shares		Amount		Shares			Amount			Capital			Deficit			(Deficit)
Balances, March 17, 2021 (inception)		—	$	—		—		$	—		$	—		$	—		$	—
Sale of Class B ordinary shares to sponsor		—		—		8,337,500			834			24,166			—			25,000
Forfeiture of Class B ordinary shares		—		—		(1,437,500	)		(144	)		144			—			—
Sale of Class A placement shares		1,335,000		134		—			—			13,349,866			—			13,350,000
Fair Value of public warrants		—		—		—			—			7,424,038			—			7,424,038
Accretion of Class A ordinary shares subject to redemption		—		—		—			—			(20,798,214	)		(7,967,568	)		(28,765,782	)
Net loss		—		—		—			—			—			(475,413	)		(475,413	)
Balances, December 31, 2021		1,335,000	$	134		6,900,000		$	690		$	—		$	(8,442,981	)	$	(8,442,157	)

~~The~~Prior ~~accompanying~~to ~~notes~~our initial business combination, our board will also consider director candidates recommended for nomination by holders of our founder shares during such times as they are seeking proposed nominees to stand for appointment at an ~~integral~~annual ~~part~~general meeting (or, if applicable, an extraordinary general meeting). Prior to our initial business combination, holders of our public shares will not have the right to recommend director ~~these~~candidates ~~financial~~for ~~statements~~nomination to our board.

~~F-5~~Code of Ethics

~~GOGREEN~~We ~~INVESTMENTS~~have ~~CORPORATION~~adopted a Code of Ethics applicable to our directors and officers. We have filed a copy of our form of Code of Ethics as an exhibit to the IPO Registration Statement. You can review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

~~STATEMENT~~Our OFboard ~~CASH~~has ~~FLOWS~~adopted corporate governance guidelines in accordance with the corporate governance rules of the NYSE that serve as a flexible framework within which our board and its committees operate. These guidelines cover a number of areas including board membership criteria and director qualifications, director responsibilities, board agenda, roles of the chairman of the board, chief executive officer and presiding director, meetings of independent directors, committee responsibilities and assignments, board member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning. A copy of our corporate governance guidelines are posted on our website at https://www.gogreeninvestments.com/about/#govern.

~~For~~Item ~~the~~11. ~~period~~Executive ~~from March 17, 2021 (inception) through December 31, 2021~~Compensation.

Cash flows from operating activities:
Net loss	$	(475,413	)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest income in trust		(4,163	)
Changes in operating assets and liabilities:
Prepaid expenses		(821,606	)
Accounts payable and accrued expenses		78,562
Net cash used in operating activities		(1,222,620	)
Cash flows from investing activities:
Investment of cash in trust account		(281,520,000	)
Net cash used in investing activities		(281,520,000	)
Cash flows from financing activities:
Proceeds from issuance of Class B ordinary shares to sponsor		25,000
Proceeds from sale of Units in Initial Public Offering		276,000,000
Proceeds from sale of Private Placement Units		13,350,000
Proceeds from sponsor		375,000
Repayment of sponsor note		(375,000	)
Payment of offering costs		(6,157,581	)
Net cash provided by financing activities		283,217,419
Net change in cash		474,799
Cash at beginning of period		—
Cash at end of period	$	474,799
Deferred underwriting costs	$	9,660,000
Accretion of Class A ordinary shares carrying value to redemption value	$	28,765,782

None of our officers or directors have received any cash compensation from us for services rendered to us. We pay an affiliate of our sponsor a total of $10,000 per month for office space, administrative and support services. Our sponsor, officers and directors, or entities with which they are affiliated, are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee reviews on a quarterly basis all payments that were made to our sponsor, officers, directors or any entity with which they are affiliated.

~~The~~After ~~accompanying~~the ~~notes~~completion ~~are~~of anour initial ~~integral~~business ~~part~~combination, directors or members of our management team who remain with us may be paid consulting, management or other fees from the combined company. All of these ~~financial~~fees ~~statements~~will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination, such as the Lifezone Registration Statement. It is unlikely the amount of such compensation will be known at the time such materials are distributed, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined by a compensation committee constituted solely by independent directors.

~~F-6~~We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after the initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.

~~GOGREEN INVESTMENTS CORPORATION~~ 43

~~NOTES~~Item TO12. ~~FINANCIAL~~Security ~~STATEMENTS~~Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

~~December~~The 31following table sets forth information regarding the beneficial ownership of our ordinary shares as of February 24, ~~2021~~2023 based on information obtained from the persons named below, with respect to the beneficial ownership of ordinary shares, by:

~~Note~~● ~~1 —~~each ~~Description~~person known by us to be the beneficial owner of ~~Organization~~more ~~and~~than ~~Business~~5% ~~Operations~~of our outstanding ordinary shares;

~~GoGreen~~● ~~Investments~~each ~~Corporation (the “Company”) is a newly organized blank check company incorporated as a Cayman Islands exempted company on March 17, 2021, formed for the purpose~~ of ~~effecting~~our aexecutive ~~merger,~~officers ~~capital~~and ~~stock~~directors ~~exchange,~~that ~~asset~~beneficially ~~acquisition,~~owns ~~stock~~our ~~purchase,~~ordinary ~~reorganization~~shares; ~~or similar business combination with one or more businesses (the “Business Combination”).~~and

~~Although~~● ~~the~~all ~~Company~~our isexecutive ~~not limited~~officers to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search on companies in the clean/renewable energy space. The Company is an early stage and ~~emerging~~directors ~~growth company and,~~ as ~~such,~~a ~~the Company is subject to all of the risks associated with early stage and emerging growth companies~~group.

~~All~~In ~~activity~~the ~~through~~table ~~October 25~~below, ~~2021,~~percentage ownership ~~relates~~is tobased ~~the~~on ~~Company’s~~35,835,000 ~~formation~~ordinary ~~and~~shares, ~~the~~consisting ~~initial~~of ~~public offering~~ (~~“Initial Public Offering”~~i) 28,935,000 ~~which~~Class isA ~~described below.~~ordinary ~~Since~~shares ~~the~~and ~~Initial~~(ii) ~~Public Offering~~6,900,000 ~~the~~Class ~~Company’s~~B ~~activities~~ordinary shares, ~~have~~issued ~~been~~and ~~limited~~outstanding toas ~~the evaluation~~ of ~~business~~March ~~combination candidates~~31, ~~and~~ ~~the~~2022. ~~Company~~On ~~will~~all ~~not~~matters ~~generate~~to ~~any~~be ~~operating~~voted ~~revenues~~upon, ~~until~~except ~~after~~for the ~~completion~~election of ~~its~~directors ~~initial~~of ~~Business~~the ~~Combination~~board, holders atof the ~~earliest. The~~Class ~~Company~~A ~~will~~ordinary ~~generate~~shares ~~non-operating~~and ~~income~~Class inB ~~the~~ordinary ~~form~~shares ofvote ~~interest~~together ~~income~~as ~~from~~a ~~the~~single ~~proceeds~~class. ~~derived~~Currently, ~~from~~all of the ~~IPO.~~Class ~~The~~B ~~Company has~~ordinary ~~selected~~shares ~~December~~are 31convertible asinto ~~its~~Class ~~fiscal~~A ~~year~~ordinary ~~end~~shares on a one-for-one basis.

~~The~~Unless ~~registration~~otherwise ~~statement~~indicated, ofwe ~~the~~believe ~~Company’s~~that ~~Initial~~all ~~Public~~persons ~~Offering~~named ~~was~~in ~~declared~~the ~~effective~~table onhave ~~October~~sole ~~20,~~voting ~~2021.~~and Oninvestment ~~October~~power ~~25,~~with ~~2021,~~respect ~~the~~to ~~Company~~all ~~consummated the~~ordinary ~~Initial~~shares ~~Public~~beneficially owned ~~Offering~~by ofthem. ~~27,600,000~~The ~~units~~following ~~(the~~table ~~“Units”~~does ~~and,~~not ~~with~~reflect ~~respect~~record toor ~~the~~beneficial ~~Class A~~ownership ~~ordinary~~of ~~shares included in~~ the ~~Units~~private ~~being~~placement ~~offered,~~warrants ~~the~~as ~~“Public~~these ~~Shares”)~~warrants are atnot ~~$10.00~~exercisable ~~per~~within ~~Unit,~~60 days ~~generating~~of ~~gross~~the ~~proceeds~~date of ~~$276,000,000,~~this ~~which is discussed in Note 3~~Report.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 1,335,000 units (each, a “Placement Unit” and collectively, the “Placement Units”) at a price of $10.00 per Placement Unit in a private placement to GoGreen 1 LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $13,350,000, which is described in Note 4.

	Class A Ordinary Shares					Class B Ordinary Shares					Approximate
Name and Address of Beneficial Owner (1)	Number of Shares Beneficially Owned		Approximate Percentage of Class			Number of Shares Beneficially Owned		Approximate Percentage of Class			Percentage of Outstanding Ordinary Shares
GoGreen Sponsor 1 LP (2)		1,335,000		4.61	%		6,900,000		100	%		22.98	%
John Dowd (2)(3)		1,335,000		4.61	%		6,900,000		100	%		22.98	%
Vikas Anand (3)		—		—			—		—			—
Dan Foley (3)		—		—			—		—			—
Govind Friedland (3)		—		—			—		—			—
Sergei Pokrovsky (3)		—		—			—		—			—
Michael Sedoy (3)		—		—			—		—			—
Vice Admiral Dennis McGinn (3)		—		—			—		—			—
Neha Palmer (3)		—		—			—		—			—
Nereida Flannery (3)		—		—			—		—			—
Greg Hill (3)		—		—			—		—			—
Livia Mahler (3)		—		—			—		—			—
Robert Hvide Macleod (3)		—		—			—		—			—
All executive officers and directors as a group (12 individuals)		1,335,000		4.61	%		6,900,000		100	%		22.98	%

Other 5% Shareholders
Saba Capital Management, L.P. (4)		2,027,877		7.01	%		—		—			5.66	%
Millennium Management LLC (5)		1,962,973		6.78	%		—		—			5.48	%
Adage Capital Partners, L.P. (6)		1,960,000		6.77	%		—		—			5.47	%

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). Upon the closing of the Initial Public Offering, an amount equal to $281,520,000 ($10.20 per Unit sold in the Initial Public Offering), including certain of the proceeds of the Placement Units, was held in a trust account (“Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below.

(1)

Unless otherwise noted, the business address of each of the following entities or individuals is 1021 Main St., Suite #1960, Houston, TX 77002.

(2)

Shares are held by GoGreen Sponsor 1 LP, a Delaware limited partnership. GoGreen Holdings 1 LLC is the general partner of GoGreen Sponsor I LP of which John Dowd is the managing member. By virtue of such relationship, Mr. Dowd has voting and investment discretion with respect to the securities held of record by GoGreen Sponsor 1 LP. Mr. Dowd disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Transaction costs amounted to $15,817,581, consisting of $15,180,000 of underwriting fees, of which $5,520,000 was paid at close and $9,660,000 is deferred and held in the Trust Account, and $637,581 of other offering costs.44

~~F-7~~(3) Each of our officers, directors, director nominees and executive advisors is a limited partner of GoGreen Sponsor I LP. Each such individual disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he or she may have therein, directly or indirectly.

~~GOGREEN~~(4) ~~INVESTMENTS~~According ~~CORPORATION~~to a Schedule 13G/A filed on February 14, 2023, Saba Capital Management, L.P., Boaz R. Weinstein, and Saba Capital Management GP, LLC (the “reporting persons”) beneficially own 2,027,877 Class A ordinary shares. The business address for the reporting persons is 405 Lexington Avenue, 58th Floor, New York, New York 10174.

~~NOTES~~(5) TOAccording ~~FINANCIAL~~to ~~STATEMENTS~~a Schedule 13G/A filed on January 12, 2023, Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander may be deemed to beneficially own 1,962,973 Class A ordinary shares that are held by entities subject to voting control and investment discretion by Millennium Management LLC and/or other investment managers that may be controlled by Millennium Group Management LLC (the managing member of Millennium Management LLC) and Mr. Englander (the sole voting trustee of the managing member of Millennium Group Management LLC). The foregoing should not be construed in and of itself as an admission by Millennium Management LLC, Millennium Group Management LLC or Mr. Englander as to beneficial ownership of the securities held by such entities. The business address for the reporting persons is 399 Park Avenue, New York, New York 10022.

~~December~~(6) 31According to a Schedule 13G filed on November 4, 2021, Adage Capital Partners, L.P., Adage Capital Partners GP, L.L.C., Adage Capital Advisors, L.L.C., Robert Atchinson, and Phillip Gross acquired 1,960,000 Class A ordinary shares. The business address for the reporting persons is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.

~~Note~~Securities ~~1 —~~Authorized ~~Description~~for ofIssuance ~~Organization~~under ~~and Business Operations~~Equity ~~(cont.)~~Compensation Plans

The Company will provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offerNone. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.20 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to public shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption were recorded at their redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a

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