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United States securities and exchange commission logo
May 5, 2023
Yana Kakar
Chief Executive Officer
Growth for Good Acquisition Corp
12 E 49th Street, 11th Floor
New York, New York 10017
Re:Growth for Good Acquisition Corp
Registration Statement on Form S-4
Filed April 7, 2023
File No. 333-271195
Dear Yana Kakar:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
What equity stake will current G4G shareholders and ZeroNox Shareholders hold in New
ZeroNox..., page 16
1.Please revise to clarify if the sponsor's ownership includes the 1,581,250 Lock-Up
shares pursuant to the Sponsor Support Agreement.
What equity stake will current G4G shareholders and ZeroNox Shareholders hold in New
ZeroNox..., page 17
2.We note your table which illustrates ownership levels in New ZeroNox across varying
redemption levels, assuming Proposal No. 2 is not approved and the Business
Combination is consummated.  Please explain and consider clarification in a footnote the
totals for G4G Shareholders of 37,950,000 and G4G Sponsor of 5,153,125.

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Do I have redemption rights?, page 23
3.We note certain shareholders have agreed to waive their redemption rights. Please revise
your disclosure to describe any consideration provided in exchange for these agreements.
Summary of the Proxy Statement/Prospectus, page 33
4.Please revise this section to describe the expected sources and uses of funds in connection
with the business combination.
G4G's Board of Directors' Reasons for the Business Combination, page 39
5.Please expand your disclosure to discuss the material assumptions underlying
your estimated contracted revenue of $180 million, quantifying where applicable.  Explain
what you mean by "contracted" revenue.
Expected Accounting Treatment of the Business Combination, page 45
6.We note your disclosures indicating that you plan to account for the business combination
as a reverse recapitalization with ZeroNox depicted as the accounting acquirer. We also
note from pages 41 and 188 that post combination, the sellers of ZeroNox will not own a
majority interest under the no redemptions and 10% redemptions scenarios.  Please
provide the analysis that you performed in formulating your view, considering the factors
outlined in ASC 805-10-55-10 through 55-15.  Specifically address how the ownership
percentages impacted your analysis in these scenarios.
Risk Factors, page 52
7.Disclose the material risks to unaffiliated investors presented by taking the company
public through a merger rather than an underwritten offering. These risks could include
the absence of due diligence conducted by an underwriter that would be subject to liability
for any material misstatements or omissions in a registration statement.
8.We note the risk factor on page 91. Please revise to disclose your controlled company
status post-business combination.
Our success depends on third-party suppliers, some of which are limited source suppliers..., page
57
9.We note that two vendors represented approximately 77% of accounts payable for the year
ended December 31, 2022.  Please disclose the risks of this reliance and any disruptions
you have experienced due to such reliance.
If the security of the personal information, confidential or proprietary information..., page 69
10.Please revise to describe the extent and nature of the role of the board of directors in
overseeing cybersecurity risks, including in connection with the company’s supply
chain/suppliers/service providers.

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The provisions of the Proposed Certificate of Incorporation requiring exclusive forum in the
Court of Chancery..., page 95
11.We note your disclosure in this risk factor and on page 158 that "the proposed certificate
of incorporation will provide that the exclusive forum provision will not apply to suits
brought to enforce a duty or liability created by the Securities Act or the Exchange Act or
any other claim for which the federal courts have exclusive jurisdiction," however, Article
XII of the form of certificate of incorporation of ZeroNox Holdings, Inc. states "[u]nless
the Corporation consents in writing to the selection of an alternative forum, to the fullest
extent permitted by law, the federal district courts of the United States of America shall be
the exclusive forum for the resolution of any complaint asserting a cause of action arising
under the Securities Act of 1933, as amended." Please revise or clarify.
Opinion of Marshall & Stevens, page 99
12.Please revise to disclose the date that ZeroNox's projected financial results were provided
to the sponsor and Marshall & Stevens.
13.Please revise to provide cautionary language noting that the fairness opinion addresses
fairness to all G4G Class A stockholders as a group as opposed to only those shareholders
unaffiliated with the sponsor or its affiliates.
14.So that investors will have a better understanding of the financial advisor's opinion, please
revise to disclose the specific data underlying each analysis referenced in the disclosure.
Fees Paid to Marshall & Stevens, page 101
15.Please revise to quantify the compensation paid to Marshall & Stevens.
Guideline Transaction Analysis, page 106
16.You disclose here that the financial advisor did not believe there were comparable
transactions.  On page 137, you disclose that the board considered "valuations of
precedent merger and acquisition targets in similar and adjacent sectors."  Please
reconcile.
Registration Rights Agreement, page 131
17.We note that the merger agreement contemplates the entrance into an amended and
restated registration rights agreement pursuant to which New ZeroNox will agree to
register for resale certain shares of New ZeroNox common stock and other equity
securities of New ZeroNox that are held by the parties thereto from time to time.  Please
disclose whether there are, or whether you expect, any maximum cash penalties under the
registration rights agreement, if applicable.  Please also disclose any additional penalties
resulting from delays in registering your common stock.  Refer to ASC 825-20-50-1.

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G4G's Board of Directors' Reasons for the Business Combination, page 137
18.Please expand to discuss in greater detail the "valuations and trading of publicly traded
companies and valuations of precedent merger and acquisition targets in similar and
adjacent sectors."
Projected Financial Information, page 140
19.Please expand your discussion of the material assumptions underlying the
projections, quantifying where applicable. As an example only, we note your disclosure
that "[a]s the company grows and increases production volumes, it expects to achieve
economies of scale, leading to cost improvements and better EBITDA margins." Revise to
provide quantitative disclosure with respect to these assumptions. Additionally, we note
that you project a 2024 revenue growth rate of 870.6%. Please revise to provide detailed
quantitative disclosure describing the basis for projected 2024 revenues and the factors or
contingencies that would affect such growth ultimately materializing.  Also explain how
your references to $180 million in contracted revenue is included in these projections.
Interests of G4G's Directors and Executive Officers in the Business Combination, page 143
20.Please also include the "Interests of G4G’s Directors and Executive Officers in the
Business Combination" disclosure in the Q&A or summary section.
21.Please quantify the aggregate dollar amount and describe the nature of what the sponsor
and its affiliates have at risk that depends on completion of a business combination.
Include the current value of securities held, loans extended, fees due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide
similar disclosure for the company’s officers and directors, if material.
22.Please highlight the risk that the sponsor will benefit from the completion of a business
combination and may be incentivized to complete an acquisition of a less favorable target
company or on terms less favorable to shareholders rather than liquidate.
23.Please clarify if the sponsor and its affiliates can earn a positive rate of return on their
investment, even if other SPAC shareholders experience a negative rate of return in the
post-business combination company.
24.Please revise to clarify how the board considered the sponsor's conflicts of interest in
negotiating and recommending the business combination.
Proposal No. 2, page 147
25.We note that you are now asking G4G stockholders to adopt an amendment to G4G's
Existing Articles that would allow G4G to redeem public shares irrespective of whether
such redemption would result in G4G having less than $5,000,001 in net tangible assets.
Explain why you are asking stockholders to vote on this proposal now, as opposed to at an
earlier time. Additionally, provide a discussion of the related risks for investors and the

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post-business combination company here and in the risk factors section. Please also
include a Q&A on Proposal 2.
U.S. Federal Income Tax Considerations, page 175
26.We note that you intend that the merger will qualify as a "reorganization" within the
meaning of Section 368(a). Please file an opinion of counsel regarding the tax
consequences of the transaction and the redemption. Whenever there is significant doubt
about the tax consequences of the transaction, it is permissible for the tax opinion to use
“should” rather than “will,” but counsel providing the opinion must explain why it cannot
give a “will” opinion and describe the degree of uncertainty in the opinion. Refer to
Sections III.B and C of Staff Legal Bulletin 19.
27.The headings of the subsections do not appear to be consistent with the subjects
discussed under those headings.  Please revise.
Unaudited Pro Forma Condensed Combined Financial Information, page 185
28.We note your disclosures regarding the Earnout Shares and that the accounting treatment
of the Earnout Shares is expected to be recognized at fair value upon the closing of the
Business Combination and classified in stockholders’ equity.  We further note that you
expect to finalize your assessment of the accounting treatment prior to the Closing.  Please
provide us with a more comprehensive analysis of your intended accounting along with
specific references to the accounting literature that supports your conclusion.
29.Please present on the face of your pro forma income statement historical and pro forma
basic and diluted per share data, including the number of shares used to compute such per
share data, in accordance with Rule 11-02(a)(9)(i) of Regulation S-X.  In this regard, we
note you have not presented this information for ZeroNox.
30.We note your discussion of footnote (I) on page 192.  Please clarify if there is a related
adjustment presented on the face of your pro forma balance sheet or if the only related
adjustment is for the change in estimated fair value noted in adjustment (J).
31.We note your discussion of footnote (CC) on page 192 reflecting the gain on the waived
deferred underwriting fee payable referenced in adjustment (K) as if incurred on
January 1, 2022.  Please remove this adjustment in light of the fact that you appeared to
have originally recorded the deferred underwriting commissions as a reduction of equity.
Please refer to the guidance in ASC 420-10-40-1.
32.We note Note 4. Net loss per share on page 194 and the potentially dilutive securities
excluded from pro forma net loss per share.  Please revise to reflect the related securities
for G4G rights or advise accordingly.
Information about ZeroNox, page 209
33.We note your disclosure that you have partnered with third-party contract manufacturers

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to produce up to approximately 8,000 OHEVs per year once fully ramped up. We also
note that you expect to deliver at least 2,000 units over the next three years. Please
disclose your current production capacity and whether your third-party contract
manufacturers are currently ramped up to meet your expected production requirements for
2023 and 2024.  Also clarify the material terms of your agreements with these third
parties.  For example, are you guaranteed production capacity at their facility?  How is
pricing determined?
34.Please revise to identify the large Japanese OEM of agricultural machines and utility
vehicles.
35.Please revise to discuss the sources and availability of raw materials. Refer to Item
101(h)(4)(v) of Regulation S-K.
ZeroNox's Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 225
36.If applicable, please expand your disclosure to identify the principal factors contributing
to the inflationary pressures the company has experienced and clarify the resulting impact
to the company. Please also update your disclosure to identify actions planned or taken, if
any, to mitigate inflationary pressures
37.Please discuss whether supply chain disruptions materially affect your outlook or business
goals. Specify whether these challenges have materially impacted your results of
operations or capital resources and quantify, to the extent possible, how your sales, profits,
and/or liquidity have been impacted. Discuss known trends or uncertainties resulting from
mitigation efforts undertaken, if any. Explain whether any mitigation efforts introduce
new material risks, including those related to product quality, reliability, or regulatory
approval of products.
Index to Consolidated Financial Statements, page F-1
38.Please note the updating requirements of Rule 8-08 of Regulation S-X in regards to the
financial statements of both The Growth for Good Acquisition Corporation and Zero Nox,
Inc.  Please similarly update the related financial information throughout the filing.
Financial Statements of Zero Nox, Inc.
Consolidated Statements of Operations, page F-23
39.Please revise to present earnings per share data and any related disclosures required by
ASC 260-10-45 and 260-10-50 on the face of the financial statements.
Annex I, page I-1
40.We note that Marshall & Stevens' opinion was "prepared for the Board in connection with
its consideration of the Transaction and may not be relied upon by any other person or
entity or for any other purpose." As written these statements may be construed as

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