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.
 Yana Kakar
FirstName
Growth forLastNameYana    Kakar
            Good Acquisition Corp
Comapany
May  5, 2023NameGrowth for Good Acquisition Corp
May 5,
Page 2 2023 Page 2
FirstName LastName
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.
 Yana Kakar
Growth for Good Acquisition Corp
May 5, 2023
Page 3
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
FirstName LastNameYana Kakar
       disclose whether there are, or whether you expect, any maximum cash
penalties under the
Comapany    NameGrowth
       registration        for Good Acquisition
                    rights agreement,             Corp
                                       if applicable. Please also disclose any
additional penalties
May 5,resulting
        2023 Pagefrom
                    3 delays in registering your common stock. Refer to ASC
825-20-50-1.
FirstName LastName
 Yana Kakar
FirstName
Growth forLastNameYana    Kakar
            Good Acquisition Corp
Comapany
May  5, 2023NameGrowth for Good Acquisition Corp
May 5,
Page 4 2023 Page 4
FirstName LastName
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
 Yana Kakar
FirstName
Growth forLastNameYana    Kakar
            Good Acquisition Corp
Comapany
May  5, 2023NameGrowth for Good Acquisition Corp
May 5,
Page 5 2023 Page 5
FirstName LastName
         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
 Yana Kakar
FirstName
Growth forLastNameYana    Kakar
            Good Acquisition Corp
Comapany
May  5, 2023NameGrowth for Good Acquisition Corp
May 5,
Page 6 2023 Page 6
FirstName LastName
         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
 Yana Kakar
FirstName
Growth forLastNameYana    Kakar
            Good Acquisition Corp
Comapany
May  5, 2023NameGrowth for Good Acquisition Corp
May 5,
Page 7 2023 Page 7
FirstName LastName
         disclaimers of any potential liability Marshall & Stevens may owe to
security holders.
         Please either revise this disclosure and the fairness opinion itself
to remove these
         statements or 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.
Exhibits

41.      Please review the exhibit list and mark each exhibit with redactions
with "   ". We note that
         Exhibits 10.11 and 10.15 contain redacted information but do not have
an appropriate
         mark in the exhibit list.
General

42.      Please disclose whether and how your business segments, products,
lines of service,
         projects, or operations are materially impacted by supply chain
disruptions, especially in
         light of Russia   s invasion of Ukraine or in light of the
effectiveness of the UFLPA. For
         example, discuss whether you have or expect to:
             suspend the production, purchase, sale or maintenance of certain
items due to a lack
              of raw materials, parts, or equipment; inventory shortages;
closed factories or stores;
              reduced headcount; or delayed projects;
             experience labor shortages that impact your business;
             experience cybersecurity attacks in your supply chain;
             experience higher costs due to constrained capacity or increased
commodity prices or
              challenges sourcing materials (e.g., nickel, palladium, neon,
cobalt, iron, platinum or
              other raw material sourced from Russia, Belarus, or Ukraine or
cotton,
              polysilicon, lithium, nickel, manganese, beryllium, copper, gold
or other raw material
              sourced from Western China);
             experience surges or declines in consumer demand for which you are
unable to
              adequately adjust your supply;
             be unable to supply products at competitive prices or at all due
to export restrictions,
              sanctions, tariffs, trade barriers, or political or trade
tensions among countries; or
             be exposed to supply chain risk in light of Russia   s invasion of
Ukraine, the
              effectiveness of the UFLPA and/or related geopolitical tension or
have sought to    de-
              globalize    your supply chain.

         Explain whether and how you have undertaken efforts to mitigate the
impact and where
         possible quantify the impact to your business
43.      We note that Barclays and Credit Suisse were underwriters for the
initial public offering
         of the SPAC. It appears from your disclosure on page 193 that these
firms ended their
 Yana Kakar
FirstName
Growth forLastNameYana    Kakar
            Good Acquisition Corp
Comapany
May  5, 2023NameGrowth for Good Acquisition Corp
May 5,
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FirstName LastName
         involvement in the SPAC business combination transaction. Please tell
us, with a view to
         disclosure, whether you have received notice from these firms about
ceasing involvement
         in your transaction and how that may impact your deal or the deferred
underwriting
         compensation owed to the firms for the SPAC   s initial public
offering.
44.      Please highlight the material risks to public warrant holders,
including those arising from
         differences between private and public warrants. Clarify whether
recent common stock
         trading prices exceed the threshold that would allow the company to
redeem public
         warrants. Clearly explain the steps, if any, the company will take to
notify all
         shareholders, including beneficial owners, regarding when the warrants
become eligible
         for redemption.
45.      Your charter waived the corporate opportunities doctrine. Please
address this potential
         conflict of interest and whether it impacted your search for an
acquisition target.
46.      Revise your disclosure to show the potential impact of redemptions on
the per share value
         of the shares owned by non-redeeming shareholders by including a
sensitivity analysis
         showing a range of redemption scenarios, including minimum, maximum
and interim
         redemption levels.
47.      Quantify the value of warrants, based on recent trading prices, that
may be retained by
         redeeming stockholders assuming maximum redemptions and identify any
material
         resulting risks.
48.      Please tell us the reasons your fee table differs from the prospectus
cover page in terms of
         the type and number of securities to be issued. It appears no warrants
and rights were
         included in the fee table, but the second paragraph indicates that
both types of securities
         will be issued in the transaction.
49.      Your fee table and disclosure indicates that you are attempting to
register the offer and
         sale of securities to ZeroNox security holders. Given that it appears
those holders have
         already approved the transaction, please tell us how you concluded it
is appropriate to
         register the offer and sale now. Refer to Securities Act Sections,
Compliance and
         Disclosure Interpretation No. 239.13.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Jeff Gordon at 202-551-3866 or Melissa Gilmore at
202-551-3777 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Evan Ewing at 202-551-5920 or Geoffrey Kruczek at 202-551-3641 with any
other
 Yana Kakar
Growth for Good Acquisition Corp
May 5, 2023
Page 9

questions.



                                                Sincerely,
FirstName LastNameYana Kakar
                                                Division of Corporation Finance
Comapany NameGrowth for Good Acquisition Corp
                                                Office of Manufacturing
May 5, 2023 Page 9
cc:       Michael Chitwood
FirstName LastName