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):
September 8, 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
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
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 8.01 Other Events.
On September 8, 2023,
G4G announced that it reconvened and then, following the passing of an ordinary resolution by shareholders, further adjourned without
conducting any other business, its extraordinary general meeting of shareholders (the “Meeting”) relating to the business
combination pursuant to an Agreement and Plan of Merger, dated as of March 7, 2023 by and among G4G, G4G Merger Sub Inc. and Zero
Nox, Inc., and will reconvene such Meeting on September 11, 2023, at 12:30 p.m., Eastern time with no change to the location
or record date of the Meeting.
A copy of the press release
is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Cautionary Statement 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 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 definitive proxy statement/prospectus
filed on August 2, 2023 and mailed to shareholders on or about August 3, 2023 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 filed the Registration Statement on Form S-4 with the U.S. Securities and Exchange Commission (“SEC”)
on April 7, 2023, which includes 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 was filed on August 2, 2023 and mailed to shareholders on
or about August 3, 2023. 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 INCLUDED THEREIN 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
may 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 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 shareholders in connection with the proposed transaction. Additional information
regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained
by reading the proxy statement/prospectus regarding the proposed transactions. You may obtain a free copy of these documents as described
in the preceding paragraph.
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/
David Birnbaum |
| |
|
Name: |
David Birnbaum |
| |
|
Title: |
Chief Executive Officer
(Principal Executive Officer) |
| |
|
| Dated: September 8, 2023 |
|
Exhibit 99.1
The Growth for Good Acquisition Corporation
Adjourns its Extraordinary General Meeting of Shareholders to September 11, 2023 at 12:30 p.m. ET
NEW
YORK, NY, September 8, 2023 — The Growth for Good Acquisition Corporation (NASDAQ: GFGD) (“Growth for Good”)
today announced that it reconvened and then, following the passing of an ordinary resolution by shareholders, further adjourned, without
conducting any other business, its extraordinary general meeting of shareholders (the “Meeting”) to September 11, 2023
at 12:30 p.m., Eastern Time.
The
adjourned Meeting will be held via the same live webcast at https://www.cstproxy.com/g4gspac/2023. There is no change to
the location, the record date, the purpose or any of the proposals to be acted upon at the Meeting.
The Meeting is for shareholders to consider, among other things, approving
and adopting the Agreement and Plan of Merger, dated as of March 7, 2023 by and among Growth for Good, G4G Merger Sub Inc. and Zero
Nox, Inc (“ZeroNox”).
The record date for the Meeting remains the close of business on July 10,
2023 (the “Record Date”). Shareholders who have previously submitted their proxy or otherwise voted and who do not want to
change their vote need not take any action.
Shareholders
can continue to vote in person (including virtually) at the Meeting. If shareholders have any questions or need assistance, please contact
Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200 or banks and brokers can call collect at (203) 658-9400, or by emailing
GFGD.info@investor.morrowsodali.com.
About ZeroNox
ZeroNox is leading the electrification of off-highway commercial and
industrial vehicles, with best-in- class LFP batteries and an electric powertrain platform (“ZEPP”) that is cleaner, high
performing, and cost effective. As a first mover in the advanced off-highway electric vehicle (OHEV) powertrain market, ZeroNox is proudly
designed and engineered in America, with offices in Porterville, California.
For
more information, visit: https://www.zeronox.com and https://www.linkedin.com/company/zeronox/
The information contained on, or accessible through, ZeroNox’s
website is not incorporated by reference into this press release, and you should not consider it a part of this press release.
About Growth for Good
Growth for Good, led by CEO David Birnbaum, Chairperson of the Board
of Directors, Vikram Gandhi, CFO Rahul Kakar and board member Dana Barsky, focuses on sustainable, socially responsible companies with
strong business fundamentals, high growth potential and a readiness to scale in the public markets. Our team of highly reputable sustainability
investors and seasoned business operators seek to add strategic and operational as well as financial value to our merger partner. Growth
for Good believes the market opportunity for sustainable companies has never been stronger and looks forward to supporting a company that
will contribute to the decarbonization of the global economy.
For
more information, visit: https://www.g4ginvestment.com and https://www.linkedin.com/company/growth-for-good-acquisition-corp/
The information contained on, or accessible through, Growth for Good’s
website is not incorporated by reference into this press release, and you should not consider it a part of this press release.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains certain forward-looking statements within
the meaning of the federal securities laws with respect to the proposed transaction between Growth for Good 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 press release, 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 Growth for Good ’s
securities, (xiii) the risk that the transaction may not be completed by Growth for Good ’s business combination deadline and
the potential failure to obtain an extension of the business combination deadline if sought by Growth for Good, (xiv) the failure
to satisfy the conditions to the consummation of the transaction, including the adoption of the Merger Agreement by the shareholders of
Growth for Good 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 Growth for Good related
to the Merger Agreement or the proposed transaction, (xix) the ability to maintain the listing of Growth for Good’s securities
on a national securities exchange, (xx) the price of Growth for Good’s securities may be volatile due to a variety of factors,
including changes in the competitive industries in which Growth for Good plans to operate or ZeroNox operates, variations in operating
performance across competitors, changes in laws and regulations affecting Growth for Good’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 economic 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 Growth for Good’s registration on Form S-1 (File
No. 333- 261369), the Registration Statement on Form S-4 discussed above and other documents filed by Growth for Good 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 Growth for Good 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 Growth for Good nor ZeroNox gives any assurance that either Growth for Good or ZeroNox or the combined company will achieve its
expectations.
Additional Information and Where to Find It
In
connection with the proposed transaction, Growth for Good filed the Registration Statement on Form S-4 with the U.S. Securities
and Exchange Commission (“SEC”) on April 7, 2023, which includes a document that serves as a prospectus and a proxy statement
of Growth for Good, referred to as a “proxy statement/prospectus.” The definitive proxy statement/prospectus was filed on
August 2, 2023 and mailed to shareholders on or about August 3, 2023. Growth for Good 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 GROWTH FOR GOOD ARE URGED TO READ THE REGISTRATION STATEMENT, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS INCLUDED THEREIN 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 may 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 Growth for Good through the website maintained by the SEC at www.sec.gov. The documents filed by Growth for Good with
the SEC also may be obtained by contacting Growth for Good at 12 E 49th Street, 11th Floor, New York, NY 10017, or by calling (646) 655-7596.
Participants in Solicitation
Growth for Good 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 Growth for Good’s shareholders in connection with the proposed transaction. Additional information regarding the
interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the
proxy statement/prospectus regarding the proposed transactions. You may obtain a free copy of these documents as described in the preceding
paragraph.
Contacts
ZeroNox
For Media:
ZeroNoxPR@icrinc.com
For
Investors:
ZeroNoxIR@icrinc.com
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