Zero Nox Inc. executed the term sheet to acquire The Growth for Good Acquisition Corporation (NasdaqGM:GFGD) (G4G) from a group of shareholders in a reverse merger transaction on December 29, 2022. Zero Nox Inc. signed a definitive agreement to acquire The Growth for Good Acquisition Corporation from a group of shareholders in a reverse merger transaction for approximately $300 million on March 7, 2023. Under the agreement, 22.5 million shares will be issued to existing Zero Nox shareholders. In addition, Zero Nox shareholders are also entitled to 7.5 million earn-out shares to be released in three tranches at specified earn-out thresholds. Zero Nox shareholders will roll over 100% of their equity. The transaction represents an enterprise value of $306 Million for ZeroNox. Assuming no redemptions, the transaction would result in $238 million in cash to ZeroNox's balance sheet, after accounting for transaction expenses. Following completion, ZeroNox will be the surviving corporation and wholly-owned subsidiary of GFGD which will be renamed ?ZeroNox Holdings Inc.? and be a domesticated Delaware corporation. Assuming that no public shareholders of GFGD redeem their shares, ZeroNox?s existing shareholders are expected to own ~42%, GFGD shareholders will own ~50%, while GFGD sponsor will own 9% of the pro forma company at close. Through the business combination with GFGD, Zero Nox will become a publicly listed company. Upon closing, ZeroNox?s common stock is expected to trade on the NASDAQ under the ticker symbol ?ZNOX?. Following the close of the proposed transaction, Vonn Christenson, ZeroNox?s Chief Executive Officer and Co-Founder, and Robert Cruess, ZeroNox?s President and Co-Founder, will continue to lead the company. Yana Watson Kakar, Chief Executive Officer and Director of Growth for Good, and Dana Barsky, President and Director of Growth for Good, will join ZeroNox?s Board of Directors. ZeroNox Announces Nomination of Colleen Birdnow Brown to Board of Directors of Combined Company upon Closing of Business Combination with Growth for Good.

The transaction is subject to the satisfaction of customary closing conditions, including approval of the Business Combination and related agreements and transactions by the shareholders of G4G and ZeroNox, effectiveness of the registration statement on Form S-4 to be filed by G4G, receipt of approval for listing on Nasdaq or an alternative exchange, as applicable, that G4G have at least $5,000,001 of net tangible assets,  the absence of any injunctions and the Domestication has been completed. As of June 9, 2023, the The Growth for Good Acquisition Corporation announced the Board of Directors approved an extension of the period of time available to the Company to consummate an initial business combination. In connection with the extension, and consistent with the Company?s Amended and Restated Memorandum of Association, the Company has deposited an aggregate amount of $2,530,000.00 into the Company?s trust account for the Company?s shareholders, representing $0.10 per public share. On September 6, 2023, G4G announced that it reconvened and then, following the passing of an ordinary resolution by shareholders, further adjourned without conducting any other business, its extraordinary general meeting of shareholders will reconvene on September 8, 2023. On September 8, 2023, G4G announced that it reconvened and then, following the passing of an ordinary resolution by shareholders, further adjourned without conducting any other business, its extraordinary general meeting of shareholders will reconvene on September 11, 2023. The transaction has been unanimously approved by the Boards of Directors of both ZeroNox and GFGD and is expected to close in the second half of 2023.

Howard L. Ellin, C. Michael Chitwood, Michelle Gasaway and Victor Hollender of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to GFGD. Mitchell S. Nussbaum and Ronelle C. Porter of Loeb & Loeb LLP acted as legal advisors to ZeroNox, and Chardan Capital Markets, LLC is acting as lead financial advisor and will receive transaction fee of $3.25 million. Continental Stock Transfer & Trust Company acted as transfer agent to The Growth for Good Acquisition. Morrow Sodali LLC acted as proxy solicitor to G4G. G4G will pay that firm a fee of $30,000 plus disbursements. Skadden, Arps, Slate, Meagher & Flom LLP acted as due diligence provider to G4G. Ogier Group L.P. acted as legal advisors Marshall & Stevens acted as fairness opinion provider to G4G and invoiced G4G $137, 500 fee for their assignment.

Zero Nox Inc. cancelled the acquisition of The Growth for Good Acquisition Corporation (NasdaqGM:GFGD) (G4G) from a group of shareholders in a reverse merger transaction on September 12, 2023.