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                             May 26, 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
                                                            Amendment No. 1 to
Registration Statement on Form S-4
                                                            Filed May 12, 2023
                                                            File No. 333-271195

       Dear Yana Kakar:

             We have reviewed your amended 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.
Unless we note
       otherwise, our references to prior comments are to comments in our May
5, 2023 letter.

       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.
       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.
 Yana Kakar
FirstName
Growth forLastNameYana   Kakar
           Good Acquisition Corp
Comapany
May        NameGrowth for Good Acquisition Corp
     26, 2023
May 26,
Page 2 2023 Page 2
FirstName LastName
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.
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.
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.
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.
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.
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
 Yana Kakar
FirstName
Growth forLastNameYana   Kakar
           Good Acquisition Corp
Comapany
May        NameGrowth for Good Acquisition Corp
     26, 2023
May 26,
Page 3 2023 Page 3
FirstName LastName
         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.
9.       Please provide us with any correspondence between Barclays or Credit
Suisse and
         G4G/ZeroNox relating to Barclays' and Credit Suisse's resignations.
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.
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.
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.
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.
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.
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
 Yana Kakar
Growth for Good Acquisition Corp
May 26, 2023
Page 4
      Suisse had any role in the identification or evaluation of business
combination targets.
16.   Please tell us whether you are aware of any disagreements with Barclays
or Credit Suisse
      regarding the disclosure in your registration statement. Further, please
add risk factor
      disclosure that clarifies that each of Barclays and Credit Suisse was to
be compensated, in
      part, on a deferred basis for its underwriting services in connection
with the SPAC IPO
      and such services have already been rendered, yet Barclays and Credit
Suisse are waiving
      such fees and disclaiming responsibility for the Form S-4 registration
statement. Clarify
      the unusual nature of such a fee waiver and the impact of it on the
evaluation of the
      business combination.
17.   Disclose whether Barclays and Credit Suisse provided you with any reasons
for the fee
      waiver. If there was no dialogue and you did not seek out the reasons why
Barclays and
      Credit Suisse were waiving deferred fees, despite already completing
their services, please
      indicate so in your registration statement. Further, revise the risk
factor disclosure to
      explicitly clarify that Barclays and Credit Suisse have performed all
their obligations to
      obtain the fee and therefore is gratuitously waiving the right to be
compensated.
       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
questions.



                                                            Sincerely,
FirstName LastNameYana Kakar
                                                            Division of
Corporation Finance
Comapany NameGrowth for Good Acquisition Corp
                                                            Office of
Manufacturing
May 26, 2023 Page 4
cc:       Michael Chitwood
FirstName LastName