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): ~~August~~September 301, 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 58.0201 ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

On ~~August~~ September 291, 2023, ~~Yana Kakar~~G4G ~~resigned~~announced ~~from~~that ~~her~~it ~~position~~reconvened asand ~~Chief~~then, ~~Executive~~following ~~Officer~~the ~~and~~passing asof aan ~~Director~~ordinary ofresolution ~~The~~by ~~Growth~~shareholders, further ~~for~~adjourned ~~Good~~without ~~Acquisition~~conducting ~~Corporation~~any other business, aits ~~Cayman Islands~~extraordinary ~~exempted~~general ~~company~~meeting of shareholders (the “~~G4G~~Meeting”), relating ~~effective~~to asthe ofbusiness ~~August 31,~~combination ~~2023.~~pursuant ~~Ms. Kakar’s~~to ~~resignation~~an ~~was~~Agreement ~~not~~and ~~the result~~Plan of ~~any~~Merger, ~~disagreement~~dated ~~with~~as ~~the~~of ~~Company~~March 7, on2023 ~~any~~by ~~matters~~and ~~relating~~among toG4G, ~~its~~G4G Merger ~~operations,~~Sub ~~policies~~Inc. orand ~~practices~~Zero Nox, Inc., ~~The~~and ~~G4G~~will ~~Board~~reconvene ofsuch ~~Directors has~~Meeting ~~appointed~~on ~~David~~September 6, ~~Birnbaum~~2023, ~~President~~at of10:00 ~~the Company~~a.m., Eastern time with no change to ~~serve~~the aslocation ~~G4G’s~~or ~~Chief~~record ~~Executive~~date ~~Officer~~of ~~following~~the MsMeeting. ~~Kakar’s resignation.~~

~~Item~~A 8copy of the press release is attached as Exhibit 99.011 ~~Other~~to ~~Events~~this Current Report on Form 8-K and incorporated herein by reference.

~~On August 30,~~Cautionary ~~2023,~~Statement ~~G4G~~Regarding ~~announced that it reconvened and then, following the passing of an ordinary resolution by shareholders,~~Forward-Looking 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 1, 2023, at 10:00 a.m., Eastern time with no change to the location or record date of the Meeting.Statements

AThis ~~copy~~document contains certain forward-looking statements within the meaning of the ~~press~~federal ~~release~~securities laws with respect to the proposed transaction between G4G and isZero ~~attached~~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 ~~Exhibit 99~~a result, are subject to risks and uncertainties.1 Many factors could cause actual future events to differ materially from the forward-looking statements in this ~~Current~~document, ~~Report~~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 8S-K1 (File No. 333-261369), the definitive proxy statement/prospectus filed on August 2, 2023 and ~~incorporated~~mailed ~~herein~~to shareholders on or about August 3, 2023 discussed above and other documents filed by ~~reference~~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.

~~Cautionary~~Additional ~~Statement~~Information ~~Regarding~~and ~~Forward-Looking Statements~~Where to Find It

~~This document contains certain~~In ~~forward-looking~~connection ~~statements within the meaning of the federal securities laws~~ with ~~respect to~~ the proposed transaction, ~~between~~ G4G ~~and Zero~~filed ~~Nox, Inc. (“ZeroNox”). These forward-looking statements generally are identified by~~ the ~~words~~Registration ~~“believe,” “project,”~~Statement “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)Form 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 wideS-~~spread~~4 ~~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~~U.S. ~~conditions~~Securities and ~~challenges in the markets in which ZeroNox operates; (x) the~~Exchange ~~effects~~Commission ~~of increased competition in the electrification technology business;~~ (xi“SEC”) ~~ZeroNox’s~~ ~~ability~~on ~~to defend against any intellectual property infringement or misappropriation claims; (xii)~~April ~~the~~7, ~~risk that the transaction may not be completed in a timely manner or at all~~2023, which ~~may~~includes ~~adversely~~a ~~affect~~document ~~the price of G4G’s securities, (xiii) the risk~~ that ~~the~~serves 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~~prospectus ofand 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~~proxy ~~securities~~statement ~~exchange, (xx) the price~~ of G4G~~’s securities may be volatile due to a variety of factors~~, ~~including~~ ~~changes~~referred ~~in the competitive industries in which G4G plans~~ to ~~operate~~as 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~~“proxy ~~regulatory landscape~~statement/prospectus.” 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 was filed on August 2, 2023 and mailed to shareholders on or about August 3, 2023. ~~discussed~~G4G ~~above~~may ~~and~~also file other relevant documents ~~filed~~regarding bythe ~~G4G from~~proposed ~~time to time~~ transaction with the SEC. ~~These~~BEFORE ~~filings~~MAKING ~~identify~~ANY ~~and~~VOTING ~~address~~OR ~~other~~INVESTMENT ~~important~~DECISION, INVESTORS ~~risks~~AND ~~and~~SECURITY ~~uncertainties~~HOLDERS ~~that~~OF ~~could~~G4G ~~cause~~ARE ~~actual~~URGED ~~events and~~TO ~~results~~READ toTHE ~~differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the~~REGISTRATION ~~date~~STATEMENT, ~~they~~THE ~~are~~DEFINITIVE ~~made.~~PROXY ~~Readers~~STATEMENT/PROSPECTUS ~~are~~INCLUDED ~~cautioned~~THEREIN ~~not~~AND toALL ~~put~~OTHER ~~undue~~RELEVANT ~~reliance~~DOCUMENTS onFILED ~~forward-looking~~OR ~~statements,~~THAT ~~and~~WILL ~~G4G~~BE ~~and~~FILED ~~ZeroNox assume no obligation~~WITH ~~and~~THE doSEC, INCLUDING ~~not~~ANY ~~intend~~AMENDMENTS toOR ~~update~~SUPPLEMENTS orTO ~~revise~~THESE ~~these forward-looking statements~~DOCUMENTS, ~~whether~~CAREFULLY asAND aIN ~~result~~THEIR ofENTIRETY ~~new~~BECAUSE ~~information,~~THEY ~~future~~WILL ~~events,~~CONTAIN ~~or otherwise.~~IMPORTANT ~~Neither~~INFORMATION ~~G4G~~ABOUT ~~nor~~THE ~~ZeroNox~~PROPOSED ~~gives any assurance that either G4G or ZeroNox or the combined company will achieve its expectations~~TRANSACTION.

~~Additional~~Investors ~~Information~~and security holders may obtain free copies of the registration statement and ~~Where~~the toproxy ~~Find~~statement/prospectus It(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.

~~In connection~~Participants ~~with~~in 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.Solicitation

~~Investors~~G4G and ~~security~~ZeroNox ~~holders~~and certain ~~may~~of ~~obtain~~their ~~free~~respective ~~copies~~directors, ofexecutive ~~the~~officers ~~registration statement~~ and ~~the~~other ~~proxy~~members ~~statement/prospectus~~of ~~(if~~management and ~~when~~employees ~~available)~~may, ~~and~~under ~~all~~SEC ~~other~~rules, ~~relevant~~be deemed to be ~~documents~~participants ~~that~~in ~~are~~the ~~filed~~solicitation orof ~~that~~proxies ~~will~~from beG4G’s ~~filed~~shareholders in connection with the ~~SEC~~proposed bytransaction. ~~G4G~~Additional ~~through~~information regarding the ~~website~~interests ~~maintained~~of bythose ~~the~~persons ~~SEC~~and atother ~~www.sec.gov.~~persons ~~The~~who ~~documents filed~~may bybe ~~G4G~~deemed ~~with~~participants in the ~~SEC~~proposed ~~also~~transaction may be obtained by ~~contacting~~reading ~~G4G~~the atproxy 12statement/prospectus Eregarding ~~49th~~the ~~Street,~~proposed ~~11th~~transactions. ~~Floor,~~You ~~New~~may ~~York,~~obtain NYa ~~10017,~~free orcopy byof ~~calling~~these ~~(646)~~documents as described ~~655-7596~~in the preceding paragraph.

~~Participants~~Item in9.01. ~~Solicitation~~Financial Statements and Exhibits.

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(d) Exhibits. 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.

99.1		Press Release, dated September 1, 2023
104		Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the inline XBRL document.

~~(d) Exhibits.~~SIGNATURE

99.1	Press Release, dated August 30, 2023
104	Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the inline XBRL document.

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.

SIGNATURE

	The Growth for Good Acquisition Corporation

	By:	/s/ David Birnbaum
		Name:	David Birnbaum
		Title:	Chief Executive Officer (Principal Executive Officer)

Dated: September 1, 2023

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/ Yana Watson Kakar
		Name:	Yana Watson Kakar
		Title:	Chief Executive Officer
			(Principal Executive Officer)
Dated: August 30, 2023

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