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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 12, 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:
¨ |
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 1.02 | Termination of a Material Definitive Agreement. |
As
previously disclosed with the Securities and Exchange Commission in a Current Report filed on Form 8-K on March 9, 2023, The Growth
for Good Acquisition Corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”),
dated March 7, 2023, by and among the Company, Zero Nox, Inc. (“ZeroNox”) and G4G Merger Sub Inc.
On
September 12, 2023, the Company and ZeroNox mutually agreed to terminate the Merger Agreement. Accordingly, the Merger Agreement is no
longer in effect. Therefore, the purpose for which the Extraordinary General Meeting of the Company’s shareholders had been
convened had ceased to exist and the meeting was adjourned sine die.
In
connection with the termination of the Merger Agreement, ZeroNox has agreed to assume the Company’s rights and obligations pursuant
to the promissory note for the principal amount of $2,530,000.00, dated as of June 12, 2023, for the benefit of G4G Sponsor LLC
and the other parties thereto, made in connection with the extension of the period of time available
to the Company to consummate an initial business combination from June 14, 2023 to September 14, 2023, subject to certain amendments
to the payment terms thereto.
On
September 12, 2023, the Company issued a press release announcing that the Merger Agreement was terminated. As a result, the Company will
liquidate its assets and wind up in accordance with its Amended and Restated Memorandum and Articles of Association and the Companies
Act (Revised) of the Cayman Islands, and will redeem all of its outstanding Class A ordinary shares that were included in the units issued
to the public in its initial public offering, as the Company will not consummate an initial business combination within the time period
required by its Amended and Restated Memorandum and Articles of Association. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
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 12, 2023 |
|
|
Exhibit 99.1
The Growth for Good Acquisition Corporation
Announces Termination of Merger Agreement with ZeroNox and Redemption of Public Shares
NEW YORK, NY, September 12, 2023 — The Growth for Good
Acquisition Corporation (NASDAQ: GFGD) (the “Company”), a publicly traded special purpose acquisition company, announced today
that the Agreement and Plan of Merger (the “Merger Agreement”), dated March 7, 2023, by and among the Company, Zero Nox, Inc.
and G4G Merger Sub Inc., has been terminated and that the Company is ceasing its business combination efforts.
On September 12, 2023, the Company and ZeroNox, Inc. mutually agreed
to terminate the Merger Agreement. Accordingly, the Merger Agreement is no longer in effect. Therefore, the purpose for the Extraordinary
General Meeting of the Company’s shareholders has ceased to exist and the meeting is expected to be adjourned sine die.
Because the Company does not believe that it will be able to consummate
a business combination within the remaining time available to it under its amended and restated memorandum and articles of association,
the Company will now commence the process of liquidating its assets and winding up in accordance with applicable law. In accordance with
the Company’s amended and restated memorandum and articles of association, the Company will redeem all of the outstanding Class
A ordinary shares that were included in the units issued to the public in its initial public offering. The Company’s warrants and
the rights included in the units issued to the public in its initial public offering will expire worthless.
For more information, please refer to the current report on Form 8-K
filed by the Company with the Securities and Exchange Commission to be filed on September 12, 2023.
Forward Looking Statements
This press release contains statements that constitute “forward-looking
statements,” including with respect to the redemption of public shares. Such forward-looking statements are based on the beliefs
of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results
could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s
filings with the SEC. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf
are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond
the control of the Company, including those set forth in the Risk Factors section of the Company’s Annual Report on Form 10-K filed
with the SEC on March 20, 2023 and Quarterly Reports on Form 10-Q filed with the SEC on May 15, 2023 and August 10, 2023, and as those
may be further amended and/or supplemented in subsequent filings with the SEC. Copies of such filings are available on the SEC’s
website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this
report, except as required by law.
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