Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
March 08 2023 - 11:09AM
Edgar (US Regulatory)
Filed by The Growth for Good Acquisition Corporation
Pursuant to Rule 425 under the Securities Act
of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: The Growth for Good Acquisition
Corporation
Commission File No.: 001-41149
Cautionary Statements Regarding Forward-Looking
Statements
This document contains certain forward-looking
statements within the meaning of the federal securities laws with respect to the proposed transaction between the Growth for Good Acquisition
Corporation (“G4G”) and Zero Nox, Inc. (“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 document, 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
Additional Information 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.
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