SecProbe.io

CORRESP
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filename1.htm

May 12, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jeff Gordon

  Melissa Gilmore

  Evan Ewing

  Geoffrey Kruczek

    Re: Growth for Good Acquisition Corp

Registration Statement on Form S-4

Filed April 7, 2023

File No. 333-271195

Ladies and Gentlemen:

On behalf of our client, Growth for Good Acquisition
Corp (the “Company”), we submit this letter setting forth the responses of the Company to the comments provided
by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
in its comment letter dated May 5, 2023 (the “Comment Letter”) with respect to the Registration Statement
on Form S-4 filed with the Commission by the Company on April 7, 2023 (the “Registration Statement”).
Concurrently with the filing of this letter, the Company is filing Amendment No. 1 (“Amendment No. 1”)
to the Registration Statement through EDGAR.

For your convenience, we have set forth each comment
of the Staff from the Comment Letter in bold and italics below and provided our response below each comment. All references in this letter
to page numbers and captions correspond to the page numbers and captions in Amendment No. 1. Unless otherwise indicated,
capitalized terms used herein have the meanings assigned to them in Amendment No. 1.

Growth for Good Acquisition Corp

May 12, 2023

Page 2

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.

Response: The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on pages 16 and 46 of Amendment No. 1 to include additional
disclosure to clarify that the 1,581,250 Lock-Up shares pursuant to the Sponsor Support Agreement are excluded from the sponsor’s
ownership.

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.

Response: The Company
respectfully acknowledges the Staff’s comment and has revised the disclosure on page 17 of Amendment No. 1 to provide
clarification and explain how the totals for both G4G Shareholders and G4G Sponsor were determined.

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.

Response: The Company respectfully acknowledges
the Staff’s comment and has revised the disclosure on pages 24, 126 and 221 of Amendment No. 1 to note that no specific
consideration was ascribed to the waiver of redemption rights in the Sponsor Support Agreement.

Growth for Good Acquisition Corp

May 12, 2023

Page 3

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.

Response: The Company respectfully
acknowledges the Staff’s comment and has further included an additional section titled “Summary of the Proxy
Statement/Prospectus — Sources and Uses of Funds for the Business Combination” in Amendment No. 1 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.

Response: The Company respectfully acknowledges
the Staff’s comment and has revised the disclosure on pages 32, 155 and 240 of Amendment No. 1 to provide further disclosure
regarding the estimated contracted revenue of $180 million.

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.

Response: The Company
respectfully acknowledges the Staff’s comment and has documented herein the analysis under ASC 805-10-55 for determining ZeroNox
to be the accounting acquirer despite not owning a majority interest under the no redemptions and 10% redemptions scenarios.

With respect to the application of the
guidance per ASC 805-10-55-10, the facts and circumstances relevant to the business combination between ZeroNox and G4G Merger Sub Inc.,
under the no redemptions and 10% redemptions scenarios “does not clearly indicate which of the combining entities is the acquirer…”,
as no former shareholder group obtains a majority interest in the combined entity and as a result, Management performed an analysis to
consider the factors outlined per ASC 805-10-55-11 through 55-15 in making this determination.

With respect to ASC 805-10-55-11: "In
a business combination effected primarily by transferring cash or other assets or by incurring liabilities, the accounting acquirer is
usually the entity that transfers the cash or other assets or incurs the liabilities.” Given that the Merger was not effected by
the transfer of cash (the transaction was facilitated exclusively by the exchange or transfer of equity interests), further evaluation
was required with respect to ASC 805-10-55-12 to determine the accounting acquirer.

Growth for Good Acquisition Corp

May 12, 2023

Page 4

With respect to ASC 805-10-55-12, the
Company considered the pertinent facts and circumstances, outlined below, with respect to a business combination effected by the exchange
of equity interests:

 a. The relative voting rights in the combined entity after the business combination.

Under a no redemption scenario (assuming
full dilution), post combination, the former shareholders of ZeroNox will hold approximately 42.8% of the combined company voting interests,
while the SPAC public shareholders will hold approximately 50.4% and the Sponsor will hold approximately 6.8%.

Under a 10% redemption scenario
(assuming full dilution), post combination, the former shareholders of ZeroNox will hold approximately 43.3% of the combined company voting
interests, while the SPAC public shareholders will hold approximately 47.6% and the Sponsor will hold approximately 9.1%.

Under a 50% redemption scenario
(assuming full dilution), the former shareholders of ZeroNox will hold approximately 50.3% of the combined company voting interests, while
the SPAC public shareholders will hold 39.2% and the Sponsor will hold 10.5%.

Thus, G4G holds the largest portion of voting rights
in no redemption and 10% redemption scenarios and ZeroNox holds the largest portion of voting rights in 50% and maximum redemption scenarios).
However, the Company notes that given current trends with redemption rates in recent de-SPAC transactions as well as market expectations,
the Company considers it highly unlikely that there would be no redemptions of Public Shares upon Closing. Given these facts and circumstances,
the factors do not provide evidence that would weigh the relative voting rights factor to either party conclusively. Thus, the Company
has determined this is a neutral indicator as to the identification of the accounting acquirer. Given that there is no single group of
shareholders that possesses the majority of voting interests in 10% redemption scenario, further analysis was performed below to consider
the existence of large minority interests by individual shareholders.

 b. The existence of a large minority interest in the combined entity if no other owner or organized group
of owners has a significant voting interest.

Although no individual party controls a voting majority
at close, the largest individual owner of the combined company (assuming no redemptions) will be Robert Cruess, President of ZeroNox,
at approximately 5.6%, followed by Vonn Christenson, Chief Executive Officer of ZeroNox, at approximately 5.1%. Neither the SPAC nor the
Sponsor have individual owners greater than 5%. Accordingly, the Company believes this factor to be a strong indicator that the accounting
acquirer is ZeroNox.

Growth for Good Acquisition Corp

May 12, 2023

Page 5

 c. The composition of the governing body of the combined entity.

Per Section 7.6(a) of
the Agreement and Plan of Merger: the Board of Directors of New ZeroNox shall consist of seven (7) directors, including (A) two
(2) individuals, at least one of whom will qualify as an independent director, to be designated by the Sponsor as directors, (B) four
(4) individuals to be designated by the Company as directors and (C) one (1) individual who qualifies as an independent
director to be designated mutually by the Sponsor and the Company, in each case subject to requirements of the NASDAQ or an Alternate
Exchange, as applicable. Thus, former ZeroNox shareholders are expected to have control of the board of directors of the merged entity,
as of the closing date. Accordingly, management believes this is a strong indicator of the accounting acquirer to be ZeroNox.

 d. The composition of the senior management of the combined entity.

ZeroNox’s executive management
team shall remain largely unchanged and will run the combined company, ZeroNox, Inc. Accordingly, management believes this is a strong
indicator that ZeroNox is the accounting acquirer.

 e. The terms of the exchange of equity interests.

It is important to note that the
target (ZeroNox) is a private company. Accordingly, management believes this criterion is not required to be evaluated further given it
is considered less significant as ZeroNox is not a public entity.

With respect to ASC 805-10-55-13, the accounting acquirer
usually is the combining entity whose relative size (measured in, for example, assets, revenues, or earnings) is significantly larger
than that of the other combining entity or entities. ZeroNox represents a significant majority of the size (excluding cash held in the
Trust Account) and operations of the combined company. Total revenue for the year ended December 31, 2022, for ZeroNox and G4G was
approximately $9.6 million and $0, respectively. Total assets (excluding cash held in the Trust Account) held by ZeroNox and G4G on December 31,
2022, were approximately $6.8 million and $1.1 million, respectively. The intended strategy of the combined company will continue to focus
on ZeroNox’s core operations. Accordingly, the Company believes this is a strong indicator that ZeroNox is the accounting acquirer.

Growth for Good Acquisition Corp

May 12, 2023

Page 6

With respect to ASC 805-10-55-14, the
Company assessed this specific guidance as part of the above consideration of the relative size of the combined entity, with regard to
ASC 805-10-55-13. No further analysis was determined to be required.

With respect to ASC 805-10-55-15, the
Company notes that New ZeroNox was formed to issue equity interests to effect the business combination. As a result, the Company identified
the accounting acquirer by applying the guidance in ASC 805-10-55-10 through 55-14. Refer to the above analysis.

The guidance in ASC 805-10-55-10 through 55-15 does not offer
a priority of importance, or “weight”, for the factors above in the determination of the accounting acquirer. Therefore, these
factors are considered in the aggregate in this determination. Based on the above analysis, ZeroNox was determined to be the accounting
acquirer.

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.

Response: The Company respectfully acknowledges
the Staff’s comment and has revised the disclosure on pages 103-104 of Amendment No. 1 accordingly.

 8. We note the risk factor on page 91. Please revise to disclose your controlled company status post-business combination.

Response: The Company respectfully acknowledges
the Staff’s comment. Since the Founder Shares will automatically convert into Class A shares at closing, we have removed
the subject risk factor from Amendment No. 1.

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.

Response: The Company respectfully acknowledges
the Staff’s comment and has revised the disclosure on page 64 of Amendment No. 1 accordingly.

Growth for Good Acquisition Corp

May 12, 2023

Page 7

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.

Response: The Company respectfully acknowledges
the Staff’s comment and has revised the disclosure on page 78 of Amendment No. 1 to accordingly.

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.

Response: The Company respectfully acknowledges
the Staff’s comment and has revised the disclosure on pages 108-109 and 179-180 of Amendment No. 1 accordingly.

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.

Response: The Company respectfully acknowledges
the Staff’s comment and has revised the disclosure on page 113 of Amendment No. 1 accordingly.

Growth for Good Acquisition Corp

May 12, 2023

Page 8

 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.

Response: The Company respectfully acknowledges the Staff’s
comment and has revised the disclosure on pages 44,