SecProbe.io

CORRESP
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filename1.htm

June 20, 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

                                            Amendment No. 1 to Registration Statement on Form S-4

                                            Filed May 12, 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 26, 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”)
and Amendment No. 1 thereto, filed with the Commission on May 12, 2023. Concurrently with the filing of this letter, the Company is filing
Amendment No. 2 (“Amendment No. 2”) 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. 2. Unless otherwise indicated,
capitalized terms used herein have the meanings assigned to them in Amendment No. 2.

Growth for Good Acquisition Corp

June 20, 2023

Page 2

Amendment No. 1 to Registration Statement on Form S-4

Cover Page

 1. Please revise the cover page to clarify if the sponsor holds 80,000
                                            or 800,000 Class A ordinary shares underlying the private placement units.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on cover page of Amendment No.
2 to clarify that the sponsor holds 800,000 Class A ordinary shares underlying the private placement units.

Opinion of Marshall & Stevens, page 112

 2. We note your response to comment 14 and
                                            reissue. Please revise to disclose the specific data underlying each analysis referenced
                                            in the disclosure.

Response: The
Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 117, 118, 122 and 123 of
Amendment No. 2 to provide the specific data underlying each analysis conducted by Marshall & Stevens.

Projected Financial Information, page 120

 3. We note your response to comment 19 and
                                            reissue in part. Please expand your discussion of the material assumptions underlying your
                                            EBITDA projections, quantifying where applicable. Also explain in more detail how you arrived
                                            at the revenue projections for 2024 and why the growth you project is reasonable. Describe
                                            the "scaling of existing product lines" and "projects and products currently
                                            in the pipeline" and how they relate to the projected revenue growth.

Response: The
Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 126 and 165 of Amendment
No. 2 accordingly.

Interests of G4G's Directors and Executive Officers in the Business
Combination, page 161

 4. We note your response to comment 21 and reissue. 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.

Response: The
Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 32, 33, 85, 166 and 167 of
Amendment No. 2. There are no material additional securities held, loans extended, fees due, and out-of-pocket expenses for which
Sponsor and its affiliates are awaiting reimbursement, except as otherwise disclosed in Amendment No. 2.

Growth
                                            for Good Acquisition Corp

June 20, 2023

Page 3

Information about ZeroNox, page 236

 5. We note your response to comment 34 and reissue. Please revise to
                                            identify the large Japanese OEM of agricultural machines and utility vehicles.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 255 and 256 of Amendment
No. 2. The Company has also re-filed Exhibits 10.12 and 10.12.1 to the Amendment No.1 and identified by name who the large Japanese OEM
is in the re-filed exhibits.

Annex I, page I-1

 6. We note your response to comment 40 and reissue in part. Please revise
                                            to provide the legal basis for the company's and the advisor's belief that security holders
                                            cannot rely on the opinion to bring state law actions, including a description of any state
                                            law authority on such a defense. If no such authority exists, please disclose that the issue
                                            will be resolved by a court, resolution of the issue will have no effect on rights and responsibilities
                                            of the board under state law, and the availability of this defense has no effect on the rights
                                            and responsibilities of either the advisor or the board under the federal securities laws.

Response: The
Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 116 of Amendment No. 2 to
provide that whether the issue stated above would be enforced in favor of Marshall & Stevens and
against any securities holders or other persons would need to be resolved by a court of competent jurisdiction, and resolution of
such issue would have no effect on the rights and responsibilities of G4G’s Board under state law, and the availability of the
defense noted above would have no effect on the rights and responsibilities of either Marshall & Stevens or the G4G’s
Board under the federal securities laws.

General

 7. Tell us whether Barclays or Credit Suisse were involved in the preparation
                                            of any disclosure that is included in the registration statement, including any analysis
                                            underlying disclosure in the registration statement. If so, clarify their involvement, whether
                                            they have retracted any work product associated with the transaction, and the risk of such
                                            withdrawal and reliance on their expertise. Further, please clarify that each of Barclays
                                            and Credit Suisse claims no role in the SPAC’s business combination transaction and
                                            has affirmatively disclaimed any responsibility for any of the disclosure in this registration
                                            statement.

Response: The
Company respectfully acknowledges the Staff’s comment and advises the Staff that Barclays and Credit Suisse were not involved
in the preparation of any disclosure that is included in the Registration Statement or any amendment thereto, including any analysis
underlying disclosure in the Registration Statement or any amendment thereto. Each of Barclays and Credit Suisse claims no role in
the proposed Business Combination and has affirmatively disclaimed any responsibility for any of the disclosure in the Registration
Statement or any amendment thereto. In response to the Staff’s comment, the Company has revised the disclosure on pages 113,
225, 240 and 241 of Amendment No. 2.

Growth
                                            for Good Acquisition Corp

June 20, 2023

Page 4

 8. Please disclose whether Barclays or Credit Suisse assisted in the
                                            preparation or review of any materials reviewed by the G4G's board of directors or management
                                            as part of their services and whether Barclays and Credit Suisse have each withdrawn its
                                            association with those materials and notified G4G of such disassociation. For context, include
                                            that there are similar circumstances in which a financial institution is named and that Barclays'
                                            or Credit Suisse's resignation indicates it is not willing to have the liability associated
                                            with such work in this transaction.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 241 of Amendment No. 2.

 9. Please provide us with any correspondence between Barclays or Credit
                                            Suisse and G4G/ZeroNox relating to Barclays' and Credit Suisse's resignations.

Response:
The Company respectfully acknowledges the Staff’s comment. In response to the Staff’s request to provide the above
correspondence, the Company is supplementally providing the deferred underwriting fee waiver letters received from each of Barclays and
Credit Suisse under separate cover in reliance on Rule 83 and Rule 418.

 10. Please provide us with the engagement letter between G4G/ZeroNox
                                            and Barclays and Credit Suisse. Please disclose any ongoing obligations pursuant to the engagement
                                            letter that will survive the termination of the engagement, such as indemnification provisions,
                                            rights of first refusal, and lockups, and discuss the impacts of those obligations on the
                                            company in the registration statement.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that there is no such engagement letter since
Barclays and Credit Suisse were not engaged in connection with the proposed Business Combination.

 11. Please provide us with a letter from each of Barclays and Credit
                                            Suisse stating whether it agrees with the statements made in your prospectus related to their
                                            resignation and, if not, stating the respects in which they do not agree. Please revise your
                                            disclosure accordingly to reflect that you have discussed the disclosure with each of Barclays
                                            and Credit Suisse and it either agrees or does not agree with the conclusions and the risks
                                            associated with such outcome. If Barclays and Credit Suisse do not respond, please revise
                                            your disclosure to indicate you have asked and not received a response and disclose the risks
                                            to investors. Additionally, please indicate that Barclays and Credit Suisse withdrew from
                                            their roles and forfeited its fees, if applicable, and that the firm refused to discuss the
                                            reasons for its resignation and forfeiture of fees, if applicable, with management. Clarify
                                            whether each of Barclays and Credit Suisse performed substantially all the work to earn its
                                            fees.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that representatives of the Company provided
the disclosure in the Registration Statement (including amendments thereto) related to the waiver of the deferred underwriting fees to
each of Barclays and Credit Suisse and requested each to confirm it agrees with such disclosure and, if not, to state the respects in
which it does not agree. Following delivery of such disclosure to Barclays and Credit Suisse, they have stated that they do not intend
to review such disclosure. In response to the Staff's comment, the Company has revised the disclosure on pages 113 and 241 of Amendment
No. 2.

Growth for Good Acquisition Corp

June 20, 2023

Page 5

 12. Please revise your disclosure to highlight for investors that Barclays'
                                            and Credit Suisse's withdrawal indicates that it does not want to be associated with the
                                            disclosure or underlying business analysis related to the transaction. In addition, revise
                                            your disclosure to caution investors that they should not place any reliance on the fact
                                            that each of Barclays and Credit Suisse has been previously involved with the transaction.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 241 of Amendment No. 2.

 13. Please discuss the potential impact on the transaction related to
                                            the resignation of Barclays and Credit Suisse. We note that Barclays and Credit Suisse were
                                            underwriters in the IPO of the SPAC. If Barclays or Credit Suisse would have played a role
                                            in the closing, please revise to identify the party who will be filling Barclays' or Credit
                                            Suisse's role.

Response:
The Company respectfully acknowledges the Staff’s comment advises the Staff that Barclays and Credit Suisse did not participate
in the proposed Business Combination, and therefore the waiver by each of Barclays and Credit Suisse of its deferred underwriting fee
does not impact the proposed Business Combination.

 14. We understand that Barclays and Credit Suisse, underwriters in your
                                            SPAC IPO, intend to waive the deferred underwriting commissions that would otherwise be due
                                            to it upon the closing of the business combination. Please disclose how this waiver was obtained,
                                            why the waiver was agreed to, and clarify the SPAC’s current relationship with Barclays
                                            and Credit Suisse.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 240 and 241 of Amendment
No. 2.

Growth for Good Acquisition Corp

June 20, 2023

Page 6

 15. Please describe what relationship existed between Barclays and Credit
                                            Suisse and G4G after the close of the IPO, including any financial or merger-related advisory
                                            services conducted by Barclays or Credit Suisse. For example, clarify whether Barclays or
                                            Credit Suisse had any role in the identification or evaluation of business combination targets.

Response:
The Company respectfully ackno