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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 1.02Termination 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.

 

Item 8.01Other Events.

 

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 9.01Financial Statements and Exhibits.

 

(d)            Exhibits.

 

Exhibit
No.
  Description of Exhibits
     
99.1   Press Release, dated September 12, 2023.
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

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.

 

 

v3.23.2
Cover
Sep. 12, 2023
Document Type 8-K
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Document Period End Date Sep. 12, 2023
Entity File Number 001-41149
Entity Registrant Name The Growth for Good Acquisition Corporation
Entity Central Index Key 0001876714
Entity Tax Identification Number 66-0987010
Entity Incorporation, State or Country Code E9
Entity Address, Address Line One 12 E 49th Street
Entity Address, Address Line Two 11th Floor
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10017
City Area Code 646
Local Phone Number 655-7596
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Units Each Consisting Of One Class A Ordinary Share On Right And Onehalf Of One Redeemable Warrant [Member]  
Title of 12(b) Security Units, each consisting of one Class A ordinary share, on right and one-half of one redeemable warrant
Trading Symbol GFGDU
Security Exchange Name NASDAQ
Class A ordinary shares, par value $0.0001 per share[Member]  
Title of 12(b) Security Class A ordinary shares, par value $0.0001 per share
Trading Symbol GFGD
Security Exchange Name NASDAQ
Right to acquire one-sixteenth of one Class A ordinary share[Member]  
Title of 12(b) Security Right to acquire one-sixteenth of one Class A ordinary share
Trading Symbol GFGDR
Security Exchange Name NASDAQ
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50[Member]  
Title of 12(b) Security Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol GFGDW
Security Exchange Name NASDAQ

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