Filed by The Growth for Good Acquisition Corporation
Pursuant to Rule 425 under the Securities
Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: The Growth for Good Acquisition
Corporation
Commission File No.: 001-41149
The
Growth for Good Acquisition Corporation Announces Extension to Complete Proposed Business Combination
Porterville, CA, June 14, 2023
– The Growth for Good Acquisition Corporation (NASDAQ: GFGD, GFGDR and GFGDW) (“Growth for Good” or the “Company”),
a publicly traded special purpose acquisition company, announced the Board of Directors approved an extension of the period of time available
to the Company to consummate an initial business combination.
The Company has extended the time to complete an initial business combination
by three months from June 14, 2023 to September 14, 2023. In connection with the extension, and 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.
As previously announced, the Company signed a definitive business combination
agreement with ZeroNox Inc. (“ZeroNox”). Completion of the transaction is subject to approval by Growth for Good’s shareholders
and other customary closing conditions.
About Growth for Good
Growth for Good, led by CEO Yana Watson Kakar,
President Dana Barsky, and Chairperson of the Board of Directors, Vikram Gandhi, 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.
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.
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 will be filed with the SEC as part of the Registration Statement and will be sent to all Growth
for Good stockholders as of the applicable record date to be established. 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 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) 450-1265.
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.
ZeroNox Contacts
For Media:
ZeroNoxPR@icrinc.com
For Investors:
ZeroNoxIR@icrinc.com
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