Item 8.01 Other Events.
On June 9, 2023, the Board of Directors
of the Growth for Good Acquisition Corporation, a Cayman Islands exempted company (“G4G” or the “Company”)
approved an extension of the period of time available to the Company to consummate an initial business combination by three months
from June 14, 2023 to September 14, 2023. In connection with the extension, consistent with the Company’s Amended
and Restated Memorandum of Association, the Company has deposited an aggregate amount of $2,530,000.00 into the Company’s
trust account for the Company’s shareholders, representing $0.10 per public share.
Additional Information about the Proposed Transaction
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 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 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 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 Zero Nox, Inc. (“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.