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The Growth for Good Acquisition Corporation *

The Growth for Good Acquisition Corporation *

Nov 24, 2021 by Anthony Sozzi

LIQUIDATION – 9/12/23 – LINK

  • As a result of the termination, the SPAC will begin the process in liquidating its trust account.
    • Details to follow.

The below-announced combination was terminated on 9/12/23.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: ZeroNox Holdings Inc [Terminated]

ENTERPRISE VALUE: $306 million
ANTICIPATED SYMBOL: ZNOX

The Growth for Good Acquisition Corporation proposes to combine with ZeroNox Holdings Inc

ZeroNox is a part of the electrification of off-highway commercial and industrial vehicles, with best-in-class LFP batteries and an electric powertrain (“ZEPP”) that is cleaner, high performing, and cost effective. As a mover in the advanced off-highway electric vehicle (OHEV) powertrain market, ZeroNox is designed and engineered in America, with offices in Porterville, California.

ZeroNox has three complementary business verticals:

  • ZEPP: The ZEPP was expressly designed to offer a flexible and scalable solution, and to do so by partnering with rather than competing with, existing internal combustion engine (“ICE”) OEMs.
  • EV Distribution: Through a network of dealership locations, ZeroNox strategically distributes its partners’ EV products into targeted, underserved areas. Today ZeroNox distributes through ~50 dealerships, however recent contracts have expanded this channel to nearly 1,500 dealership locations across the United States.
  • EV Infrastructure Support: To strengthen its value proposition to OEM and fleet partners, ZeroNox provides vital infrastructure support, including renewable microgrids, charging stations, and energy storage systems to its partners.

SUBSEQUENT EVENT – 8/21/23 – LINK

  • The SPAC announced that investors including Kubota Corporation, Premier Trailer, and Formula-E racing team NIO 333 committed $5 million in an all-equity PIPE at $10.00 per share.

TRANSACTION

  • The transaction represents an enterprise value of $306 Million for ZeroNox
  • The proposed transaction is expected to close in the second half of 2023
  • Assuming that no public shareholders of Growth for Good redeem their shares, ZeroNox’s existing shareholders are expected to own ~40% of the pro forma company at close. As of today, Growth for Good holds ~$253 million of cash in trust from its initial public offering in December 2021.

znox

SPAC FUNDING

  • Investors including Kubota Corporation, Premier Trailer, and Formula-E racing team NIO 333 commit $5 million in an all-equity PIPE at $10.00 per share.

EARNOUT

  • Company
    • The company can earn up to 7.5M shares based on share price thresholds before the specified dates
      • 2.5M Shares at a price target of $12.50 for any 10/20 trading days by December 31, 2025
      • 2.5M Shares at a price target of $15.00 for any 10/20 trading days by December 31, 2025
      • 2.5M Shares at a price target of $20.00 for any 10/20 trading days by December 31, 2025
  • Sponsor
    • The Sponsor can earn a portion of their Founder Shares up to 1,581,250 into two equal tranches over a 5 year period
      • 50% at a price target of $12.50 for any 10/20 trading days
      • 50% at a price target of $15.00 for any 10/20 trading days

SPONSOR FORFEITURE

  • The Sponsor has agreed to forfeit 790,625 shares, plus an additional up to 1M shares as follows:
    • (i) 1M shares if 95% or more of the public shares are redeemed
    • (ii) 750K shares if 90% or more but less than 95% of the public shares are redeemed
    • (iii) 250K shares if more than 85% but less than 90% of the public shares are redeemed
    • (iv) No shares if 85% of the public shares are redeemed.

LOCK-UP

  • Company and Sponsor
    • 360 Days following the Closing of the business combination

NOTABLE CONDITIONS TO CLOSING

  • That G4G have at least $5,000,001 of net tangible assets

NOTABLE CONDITIONS TO TERMINATION

  • If the Closing has not occurred on or before the latest of
    • (A) June 14, 2023
    • (B) if an extension without ZeroNox’s approval is obtained at the election of G4G, with or without G4G shareholder vote, in accordance with G4G’s governing documents, September 14, 2023
    • (C) if one or more extensions to date following September 14, 2023, with ZeroNox’s approval are obtained at the election of G4G, with G4G shareholder vote, in accordance with G4G’s governing documents, the last date for G4G to consummate a Business Combination pursuant to such Extensions, unless G4G or ZeroNox, as applicable, is in material breach of the Merger Agreement.

ADVISORS

  • Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to Growth for Good.
  • Loeb & Loeb LLP is acting as legal counsel to ZeroNox
  • Chardan Capital Markets, LLC is acting as the lead financial advisor to ZeroNox.

MANAGEMENT & BOARD

Executive Officers

Yana Watson Kakar, 52
Chief Executive Officer and Director

Ms. Watson Kakar is also the Global Managing partner Emeritus of Dalberg Advisors, a multinational advisory firm that specializes in social impact and environmental sustainability. Ms. Watson Kakar is a seasoned operator with a track record of success both as a chief executive and as a counsellor to other chief executive officers, heads of state and the public service, institutional investors, civil society leaders and philanthropists. In 2020, Ms. Watson Kakar concluded two terms as the Global Managing Partner, having led the firm to triple global revenues and to grow to nearly 30 offices worldwide over the course of her tenure. In her client work, Ms. Watson Kakar works with corporate leaders and investors to transform business models and investment portfolios through sustainable, responsible and impact-oriented strategies. Ms. Watson Kakar has dedicated her career to driving economic and financial returns through the application of socially inclusive and sustainable business and investment strategies. She is a trusted partner to leaders of major multinationals, long-term institutional investors, and heads of state and government alike. Ms. Watson Kakar is a recognized expert in ESG, sustainable investing and socially responsible business. Ms. Watson Kakar’s perspectives have been published widely, including in the Financial Times, Bloomberg, The Huffington Post, DevEx, The Guardian, The Economist and Forbes. Ms. Watson Kakar serves on the board of directors of Oxfam America and the African Enterprise Challenge Fund and she is a member of the Young Presidents Organization. Ms. Watson Kakar holds a Masters of Business Administration from The Wharton School at the University of Pennsylvania and a Bachelor of Arts in Economics from McGill University. Ms. Watson Kakar is the spouse of Rahul Kakar, our Chief Financial Officer and Chief Operations Officer.

Dana Barsky, — [Appointed 1/3/22]
President and Director

As Global Head of Sustainable Finance at Credit Suisse, Ms. Barsky worked with sustainable companies to finance their growth as well as with multinationals looking to transition to a lower carbon-intensive model. In this role, she also created the Credit Suisse sustainable activities framework that shaped the firm’s view on sustainability, and focused on bespoke capital market transactions, such as blue bonds and wildlife conservation. Previously, she served as Chief Operating Officer and Head of Sustainable Products and Partnerships for Credit Suisse’s Sustainability Strategy, Advisory and Finance Department, overseeing the group’s initiatives and developing sustainable investment products as well as promoting and financing projects that sought to close the funding gaps in the UN’s Sustainable Development Goals. She also worked with leading asset managers to bring third-party sustainable and impact funds to Credit Suisse’s private banking clients. Earlier in her career, Ms. Barsky assisted the founding partners of Sagent Advisors launch an M&A boutique, and also served as a Managing Director at Golden Seeds, an investment firm focused on opportunities for early-stage women-led businesses. Ms. Barsky graduated from The George Washington University and received her MBA with Distinction from Harvard Business School.

Rahul Kakar, 79
 Chief Financial Officer and Chief Operations Officer

Mr. Kakar has been a successful investor and operator in public and private markets for more than 25 years and was an early investor in SPACs beginning in 2005. Mr. Kakar is a member of the Executive Team and Principal at Advanced Portfolio Management, an institutional asset manager. Previously, Mr. Kakar was Managing Director and a Founding Member of the equities and equity linked proprietary team at SwissRe. At SwissRe, Mr. Kakar was responsible for managing a group overseeing billions of dollars of assets in various strategies, all with a high degree of derivative content. Mr. Kakar started his career at Lehman Brothers where he worked for multiple years on both the Fixed Income and Equity Capital businesses. Mr. Kakar also founded and co-led HanKar Capital, a New York-based relative value hedge fund, and was the owner, operator and Executive Chairman of East Lifestyle, a British women’s wear fashion retailer. Mr. Kakar also served as a senior adviser to Foradian, a Bangalore based private Edtech company. Mr. Kakar is the spouse of Ms. Watson Kakar, our Chief Executive Officer. Mr. Kakar holds a Bachelor of Arts in Economics from the University of Chicago.

Board of Directors

Vikram Gandhi, 50
Director Nominee

Mr. Gandhi is a Senior Lecturer of Business Administration at the Harvard Business School, teaching Sustainable Investing, a new course he developed, among others. Prior to Harvard Business School, Mr. Gandhi spent 23 years in investment banking at Credit Suisse and Morgan Stanley. Mr. Gandhi was Vice Chairman of Investment Banking and Global Head of the Financial Institutions Business for Credit Suisse, in New York and Hong Kong. Mr. Gandhi was a member of Credit Suisse’s Global Investment Banking Management Committee, and the Fixed Income Operating Committee. Prior to his tenure at Credit Suisse, Mr. Gandhi worked at Morgan Stanley, where he was Co-Head of Global FIG in New York; his prior work at Morgan Stanley included heading the Firm’s institutional strategy area, its Global E-commerce Committee, and as Country Head and President of Morgan Stanley India. During his career in investment banking, Mr. Gandhi has focused on advising boards of directors and CEOs around the globe on strategic direction and the implementation of major mergers, acquisitions, IPO’s and other capital raising initiatives, and corporate restructurings and buyouts. Mr. Gandhi is also the founder of Asha Impact and is a senior advisor to The Canada Pension Plan Investment Board. Asha Impact is an impact-oriented venture capital firm that invests equity capital with a target of market-rate returns in social enterprises. In addition, Asha works with its investee companies in providing strategic and management direction, access to its network and guidance on impact measurement and management. Its affiliated organization, Asha Trust, engages with government, business and civil society on key policy issues. Mr. Gandhi has been a member of the Young Presidents Organization since 1997 and has been a part of the New York, Hong Kong and Mumbai chapters. Mr. Gandhi is a member of the board of directors and Chairman of the Asian Regional Committee of Grameen Foundation, a member of the board of directors of Jana Small Finance Bank and KEC International and a member of the Investment Committee at Gawa Capital. Mr. Gandhi is a founding member of Harvard University’s South Asia Initiative, a founder of Ashoka University, the first liberal arts college established in India, and a founding board of directors member of Social Finance India. Mr. Gandhi is also a member of The Global Leaders Circle at Harvard Business School. Mr. Gandhi holds a Master of Business Administration from the Harvard Business School where he was designated a Baker Scholar, a Bachelor of Commerce with high distinction from the University of Mumbai, and he is also a qualified Chartered Accountant.

Isabelle Freidheim, 79
Director Nominee

Currently, Ms. Freidheim is serving as managing partner and is the co-founder of Starwood VC, a firm making investments in technology businesses, where she has led investments in both early-stage and late-stage, pre-IPO companies and is engaged in deal sourcing, due diligence and assisting portfolio companies since May 2018. In March 2021, Ms. Freidheim launched Athena Technology Acquisition Corporation, an all-woman-led $250 million blank check company, serving as Chair of the Board of Directors. In July 2021, Athena announced a merger transaction with Heliogen. Ms. Freidheim is also the co-founder of Magnifi, an investment platform powered by a financial industry natural language search engine, which was acquired by the Tifin Group in December 2020. She acted as its Chief Executive Officer from 2018 to 2019 and led the company’s early growth and multiple rounds of financing. From 2015 to 2016, Ms. Freidheim was a venture partner with MissionOG, a venture capital firm, where she invested in high-growth technology companies. From 2012 to 2015, she was a co-founder and partner of The London Fund, an investment firm that specializes in early-stage venture capital and growth capital investments. From 2006 to 2007, Ms. Freidheim worked in the private equity department of Invesco, an independent investment management company. Prior to that, she worked in the investment banking department of Lehman Brothers from 2004 to 2005. Ms. Freidheim received her Bachelor of Arts in Economics from Columbia University and received her Master of Business administration from Columbia Business School.

Alex Roetter, 67
Director Nominee

Mr. Roetter is currently a Managing Director at Moxxie Ventures, an early-stage venture capital firm. He previously served as the President of Kitty Hawk, an eVTOL aircraft manufacturer. Prior to Kitty Hawk, Mr. Roetter was at Twitter for six years, where he was the Senior Vice President of Engineering. As a member of Twitter’s Executive Team, he helped take the company public via IPO, grow monthly active users to more than 300 million, and revenue to greater than $2 billion annually. Mr. Roetter has been an active angel investor for 10 years and has invested in and/or advised more than 50 companies including Mainstreet, Coinbase, Sauce Labs, Nuro and Stedi. Mr. Roetter started his career at Google in 2002 as a software engineer and holds Bachelor of Science and Master of Science degrees in Computer Science from Stanford University.

 

ByAnthony Sozzi