Zero Nox Inc. (“ZeroNox” or the “Company”), a leading provider
of sustainable, off-highway vehicle electrification, today
announced the filing of a registration statement on Form S-4 (the
“Registration Statement”) on April 7, 2023 with The Growth for Good
Acquisition Corporation (NASDAQ: GFGD) (“Growth for Good”), a
publicly traded special purpose acquisition company.
The Registration Statement contains a preliminary proxy
statement and prospectus, in connection with the previously
announced proposed business combination with Growth for Good. While
the Registration Statement has not yet become effective and the
information contained therein is subject to change, it provides
important information about ZeroNox and the proposed business
combination with Growth for Good.
The proposed transaction, which is expected to close in the
second half of 2023 subject to the satisfaction of customary
closing conditions, including the approval of Growth for Good’s
shareholders, has been unanimously approved by the Boards of
Directors of both ZeroNox and Growth for Good. As previously
announced and upon closing, ZeroNox’s common stock is expected to
trade on the NASDAQ under the ticker symbol “ZNOX”. The transaction
values ZeroNox at an enterprise value of $306 million.
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 follow
us on Twitter @ZeroNoxInc 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.
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.
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 GROWTH FOR GOOD ARE URGED TO READ
THE REGISTRATION STATEMENT, THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS 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 Growth for Good through the
website maintained by the SEC at www.sec.gov. The documents filed
by Growth for Good with the SEC also may be obtained by contacting
Growth for Good at 12 E 49th Street, 11th Floor, New York, NY
10017, or by calling (646) 655-7596.
Participants in the Solicitation
Growth for Good 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 Growth for Good’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.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of any securities
in any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under
the securities laws of such other jurisdiction.
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.
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