Exhibit 4.5


 


DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE 

SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


 


As of December 31, 2021, GoGreen
Investments Corporation (“we,” “our,” “us” or the “Company”) had the following
three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):
(i) its units, consisting of one Class A ordinary share (as defined below) and one-half of
one redeemable warrant (as defined below), with each whole warrant entitling the holder thereof to purchase one Class A ordinary share
(the “units”), (ii) its Class A ordinary shares, $0.0001 par value per share (“Class A ordinary shares”), and
(iii) its public warrants, with each whole warrant exercisable for one Class A ordinary share for $11.50 per share (the “warrants”).


 


Pursuant
to our amended and restated memorandum and articles of association, our authorized capital stock consists of 550,000,000 ordinary shares,
including 500,000,000 Class A ordinary shares, $0.0001 par value and 50,000,000 Class B ordinary shares, $0.0001 par value,
and 5,000,000 undesignated preference shares, $0.0001 par value. The following description summarizes the material terms of our capital
stock and does not purport to be complete. It is subject to, and qualified in its entirety by reference to, our amended and restated
memorandum and articles of association, and our warrant agreement, each of which is incorporated by reference as an exhibit to our Annual
Report on Form 10-K for the year ended December 31, 2021 (the “Report”) of which this Exhibit 4.5 is a part.


 


Defined terms used herein
but not otherwise defined shall have the meaning ascribed to such terms in the Report.


 


Units


 


Each unit consists of one
Class A ordinary share and one-half of one warrant. Each whole warrant entitles the holder thereof to purchase one Class A
ordinary share at a price of $11.50 per share. Warrants must be exercised for one whole Class A ordinary share.


 


Ordinary Shares


 


Class A ordinary shareholders
and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders
and vote together as a single class, except as required by applicable law; provided, that holders of our Class B ordinary shares
will have the right to appoint all of our directors prior to our initial business combination and holders of our Class A ordinary
shares will not be entitled 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. There is no cumulative voting with respect to the appointment of directors, with the result that the holders of more than 50%
of the founder shares voted for the appointment of directors can appoint all of the directors. Our shareholders are entitled to receive
ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.


 


We will provide our public
shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial 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 our 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. 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 (i) the completion of 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 fully extend the period of time to consummate our initial business combination in accordance
with the terms described in the Report) or (B) with respect to any other provision relating to the rights of holders of our Class A
ordinary shares.


 


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 redeeming its shares with respect to more than an aggregate
of 15% of the ordinary shares sold in our initial public offering, which we refer to as the “Excess Shares.” 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 shareholders’ inability to redeem the Excess Shares will reduce their influence over our ability to complete our
initial business combination, and such shareholders could suffer a material loss in their investment if they sell such Excess Shares on
the open market. Additionally, such shareholders will not receive redemption distributions with respect to the Excess Shares if we complete
the business combination. And, as a result, such shareholders will continue to hold that number of shares exceeding 15% and, in order
to dispose such shares would be required to sell their shares in open market transactions, potentially at a loss.


 






     


     


    

 


In the event of a liquidation,
dissolution or winding up of the company after a business combination, our shareholders are entitled to share ratably in all assets remaining
available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference
over the ordinary shares. Our shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable
to the ordinary shares, except that we will provide our shareholders with the opportunity to redeem their public shares for cash 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) upon the completion of our initial business combination, subject to the limitations described in the Report.


 


Redeemable Warrants


 


Each whole warrant entitles
the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed
below, at any time commencing 30 days after the completion of our initial business combination. The warrants will expire five years
after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.


 


We will not be obligated to
deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise
unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then
effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration,
or a valid exemption from registration is available. No warrant will be exercisable and we will not be obligated to issue a Class A
ordinary share upon exercise of a warrant unless the Class A ordinary shares issuable upon such warrant exercise has been registered,
qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the
event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant
will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required
to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser
of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying
such unit.


 


We have agreed that as soon
as practicable, but in no event later than 20 business days after the closing of our initial business combination, we will use our commercially
reasonable efforts to file with the SEC a post-effective amendment to this registration statement or a new registration statement
for the Registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and we will
use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial
business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A
ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if our Class A ordinary
shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition
of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of warrants
who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and,
in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our commercially
reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a
registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business
day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration
statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we will use our commercially reasonably
efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In the event of
any cashless exercise described in this paragraph, each holder would pay the exercise price by surrendering the warrants for that number
of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary
shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price
of the warrant by (y) the fair market value. The “fair market value” as used in this paragraph shall mean the arithmetic
average of the daily volume-weighted average price of the Class A ordinary shares as reported during the 10 trading days ending
on the trading day prior to the date on which notice of exercise is received by the warrant agent.


 


Redemption of warrants
when the price per Class A ordinary share equals or exceeds $18.00.    Once the warrants become exercisable,
we may call the warrants for redemption:


 


		●	in whole and not in part;



 


		●	at a price of $0.01 per warrant;



 






    2


     


    

 


		●	upon not less than 30 days’ prior written notice
of redemption to each warrant holder; and



 


		●	if, and only if, the last reported sale price of the Class A
ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations
and the like) for any 20 trading days within a 30-trading day period ending three trading days before we send the notice of redemption
to the warrant holders.



 


We will not redeem the warrants
as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares
issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available
throughout the 30-day redemption period, unless we elect to require the exercise of the warrants on a “cashless basis”
as described below. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register
or qualify the underlying securities for sale under all applicable state securities laws.


 


If we call the warrants for
redemption as described above, our board of directors will have the option to require any holder that wishes to exercise its warrant to
do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless
basis,” our board of directors will consider, among other factors, our cash position, the number of warrants that are outstanding
and the dilutive effect on our shareholders of issuing the maximum number of Class A ordinary shares issuable upon the exercise of our
warrants. If our board of directors takes advantage of this option, all holders of warrants would pay the exercise price by surrendering
their warrants for that number Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class
A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise
price of the warrants by (y) the fair market value. The “fair market value” shall mean the average last reported sale price
of the Class A ordinary shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of
redemption is sent to the holders of the warrants. If our board of directors takes advantage of this option, the notice of redemption
will contain the information necessary to calculate the number of Class A ordinary shares to be received upon exercise of the warrants,
including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares
to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to us if
we do not need the cash from the exercise of the warrants after our initial business combination.


 


Redemption procedures.


 


A holder of a warrant may
notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant,
to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s
actual knowledge, would beneficially own in excess of 9.8% (or such other amount as a holder may specify) of the Class A ordinary
shares issued and outstanding immediately after giving effect to such exercise.


 


Anti-dilution Adjustments.    The
warrants have certain anti-dilution and adjustments rights upon certain events.


 


In addition, if (x) we
issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing
of our initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such
issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to
our sponsor or its affiliates, without taking into account any founder shares, placement units, working capital units or extension units
held by our sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate
gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding
of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the
arithmetic average of the daily volume weighted average trading price of our Class A ordinary shares during the 20 trading day period
starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”)
is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher
of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above under “— Redemption
of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be
equal to 180% of the higher of the Market Value and the Newly Issued Price.


 


The warrants will be issued
in registered form under a warrant agreement between Continental, as warrant agent, and us. The warrant agreement provides that the terms
of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correcting any mistake,
including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement
set forth in the Report, or defective provision or (ii) adding or changing any provisions with respect to matters or questions arising
under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely
affect the rights of the registered holders of the warrants, provided that the approval by the holders of a majority of the then-outstanding warrants
is required to make any change that adversely affects the interests of the registered holders. All adjustments made pursuant to the warrant
agreement shall be made equally to all outstanding warrants. You should review a copy of the warrant agreement, which was filed with the
Registration Statement, for a complete description of the terms and conditions applicable to the warrants.


 


The warrant holders do not
have the rights or privileges of holders of ordinary shares and any voting rights until they exercise their warrants and receive Class A
ordinary shares. After the issuance of Class A ordinary shares upon exercise of the warrants, each holder will be entitled to one
vote for each share held of record on all matters to be voted on by shareholders.


 


Warrants may be exercised
only for a whole number of Class A ordinary shares. No fractional shares will be issued upon exercise of the warrants. If, upon exercise
of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest
whole number the number of Class A ordinary shares to be issued to the warrant holder.


 


 


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