UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
April 7, 2023
The Growth for Good Acquisition Corporation
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-41149 |
|
66-0987010 |
| (State or other jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
| of incorporation) |
|
|
|
Identification No.) |
| 12 E 49th Street, 11th
Floor |
| New York, NY 10017 |
| (Address of principal executive offices, including zip code) |
Registrant’s telephone number, including
area code: (646) 655-7596
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|
x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
|
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the
Act:
| Title of
each class |
|
Trading Symbol(s) |
|
Name
of each exchange on which
registered |
| Units,
each consisting of one Class A ordinary share, on right and one-half of one redeemable warrant |
|
GFGDU |
|
The NASDAQ Stock Market LLC |
| Class
A ordinary shares, par value $0.0001 per share |
|
GFGD |
|
The NASDAQ Stock Market LLC |
| Right
to acquire one-sixteenth of one Class A ordinary share |
|
GFGDR |
|
The NASDAQ Stock Market LLC |
| Warrants,
each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
GFGDW |
|
The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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. ¨
Item 7.01 Regulation FD Disclosure.
On March 7, 2023, The Growth for Good Acquisition
Corporation (“G4G”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Zero Nox, Inc.,
a Wyoming corporation (“ZeroNox”), and G4G Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of
G4G (“Merger Sub”) for a proposed business combination between the two companies (the “Transaction”). The material
terms and conditions of the Merger Agreement and the related ancillary agreements were previously disclosed in the Current Report on Form 8-K
filed by G4G with the Securities and Exchange Commission (the “SEC”) on March 8, 2023 and are incorporated by reference
herein.
Attached as Exhibit 99.1 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, which amends, updates and supersedes the investor presentation
as furnished through the Current Report on Form 8-K filed by G4G with the SEC on March 8, 2023. 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.
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 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) 655-7596.
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 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
The Growth for Good Acquisition Corporation |
| |
|
|
| |
By: |
/s/ Yana Watson Kakar |
| |
|
Name: |
Yana Watson Kakar |
| |
|
Title: |
Chief Executive Officer
(Principal Executive Officer) |
| |
|
|
| Dated: April 7, 2023 |
|
|
Growth for Good Acquisit... (NASDAQ:GFGD)
Historical Stock Chart
From Apr 2024 to May 2024
Growth for Good Acquisit... (NASDAQ:GFGD)
Historical Stock Chart
From May 2023 to May 2024
