Item 7.01 Regulation FD Disclosure.
On March 7, 2023, The Growth for Good Acquisition
Corporation (“G4G”) and Zero Nox, Inc. (“ZeroNox”) issued a joint press release announcing the signing of a definitive
agreement for a proposed business combination between the two companies (the “Transaction”). A copy of the press release,
which includes a link to a presentation containing additional information regarding the proposed Transaction, is attached hereto as Exhibit
99.1 and incorporated herein by reference. Such exhibit and the information set forth therein shall not be deemed to be filed for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities
of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the
“Securities Act”), or the Exchange Act.
Attached as Exhibit 99.2 to this Current Report
on Form 8-K and incorporated herein by reference is the form of presentation to be used by G4G and ZeroNox in presentations for certain
of G4G’s and ZeroNox’s securityholders and other persons. Such exhibit and the information set forth therein shall not be
deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor shall
it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Additional Information about the Proposed Transaction
and Where to Find It
In connection with the proposed Transaction, G4G
intends to file a registration statement on Form S-4 (the “registration statement”) with the U.S. Securities and Exchange
Commission (“SEC”), which will include a document that serves as a prospectus and a proxy statement of G4G, referred to as
a “proxy statement/prospectus.” The definitive proxy statement/prospectus will be filed with the SEC as part of the registration
statement and will be sent to all G4G stockholders as of the applicable record date to be established. G4G may also file other relevant
documents regarding the proposed Transaction with the SEC. Before making any voting or investment
decision, investors and security holders of G4G are urged to read the registration statement, the definitive proxy statement/prospectus
and all other relevant documents filed or that will be filed with the SEC, including any amendments or supplements to these documents,
carefully and in their entirety because they will contain important information about the proposed Transaction.
Investors and security holders will be able to
obtain free copies of the registration statement and the proxy statement/prospectus (if and when available) and all other relevant documents
that are filed or that will be filed with the SEC by G4G through the website maintained by the SEC at www.sec.gov. The documents filed
by G4G with the SEC also may be obtained by contacting G4G at 12 E 49th Street, 11th Floor, New York, NY 10017, or by calling (646) 450-1265.
Participants in the Solicitation
G4G and ZeroNox and certain of their respective
directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the
solicitation of proxies from G4G’s stockholders in connection with the proposed Transaction. A list of the names of the directors
and executive officers of G4G and ZeroNox and information regarding their interests in the business combination will be contained in the
proxy statement/prospectus when available. G4G’s stockholders and other interested parties may obtain free copies of these documents
free of charge by directing a written request to G4G.
No Offer or Solicitation
This Current Report on Form 8-K and the information
contained herein do not constitute (i) (a) a solicitation of a proxy, consent or authorization with respect to any securities or in respect
of the proposed Transaction or (b) an offer to sell or the solicitation of an offer to buy any security, commodity or instrument or related
derivative, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of any such jurisdiction or (ii) an offer or commitment to lend, syndicate
or arrange a financing, underwrite or purchase or act as an agent or advisor or in any other capacity with respect to any transaction,
or commit capital, or to participate in any trading strategies. No offer of securities in the United States or to or for the account or
benefit of U.S. persons (as defined in Regulation S under the U.S. Securities Act) shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act, or an exemption therefrom. Investors should consult with their counsel as to the
applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements
within the meaning of the federal securities laws with respect to the proposed transaction between G4G and ZeroNox. These forward-looking
statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,”
“estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,”
“may,” “should,” “will,” “would,” “will be,” “will continue,”
“will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements
about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many
factors could cause actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K,
including but not limited to: (i) actual market adoption and growth rates of electrification technologies for commercial and industrial
vehicles; (ii) ZeroNox’s ability to convert trial deployments with truck fleets into sales orders; (iii) delays in design,
manufacturing and wide-spread deployment of ZeroNox’s products and technologies; (iv) failure of ZeroNox’s products to perform
as expected or any product recalls; (v) ZeroNox’s ability to expand its relationships with OEMs and fleet owners, and its distribution
network; (vi) ZeroNox’s ability to develop vehicles of sufficient quality and appeal on schedule and on large scale; (vii) ZeroNox’s
ability to raise capital as needed; (viii) management’s ability to manage growth; (ix) the macroeconomic conditions
and challenges in the markets in which ZeroNox operates; (x) the effects of increased competition in the electrification technology business;
(xi) ZeroNox’s ability to defend against any intellectual property infringement or misappropriation claims; (xii) the risk that
the transaction may not be completed in a timely manner or at all, which may adversely affect the price of G4G’s securities, (xiii)
the risk that the transaction may not be completed by G4G’s business combination deadline and the potential failure to obtain an
extension of the business combination deadline if sought by G4G, (xiv) the failure to satisfy the conditions to the consummation of the
transaction, including the adoption of the Merger Agreement by the shareholders of G4G and the receipt of certain governmental and regulatory
approvals, (xv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement,
(xvi) the effect of the announcement or pendency of the transaction on ZeroNox’s business relationships, operating results and business
generally, (xvii) risks that the proposed transaction disrupts current plans and operations of ZeroNox and potential difficulties in ZeroNox
employee retention as a result of the transaction, (xviii) the outcome of any legal proceedings that may be instituted against ZeroNox
or against G4G related to the Merger Agreement or the proposed transaction, (xix) the ability to maintain the listing of G4G’s securities
on a national securities exchange, (xx) the price of G4G’s securities may be volatile due to a variety of factors, including changes
in the competitive industries in which G4G plans to operate or ZeroNox operates, variations in operating performance across competitors,
changes in laws and regulations affecting G4G’s or ZeroNox’s business and changes in the combined capital structure, (xxi)
the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify
and realize additional opportunities, and (xxii) the risk of downturns and a changing regulatory landscape. The foregoing list of factors
is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk
Factors” section of G4G’s registration on Form S-1 (File No. 333-261369), the registration statement on Form S-4 discussed
above and other documents filed by G4G from time to time with the SEC. These filings identify and address other important risks and uncertainties
that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and
G4G and ZeroNox assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new
information, future events, or otherwise. Neither G4G nor ZeroNox gives any assurance that either G4G or ZeroNox or the combined company
will achieve its expectations.