- Strong business fundamentals and path to rapid scale due
to proprietary electric powertrain platform (“ZEPP”) with
lithium-iron phosphate (“LFP”) battery as well as significant OEM
and fleet partnerships
- Purpose-built business model to be capital efficient and
profitable
- First mover advantage in meeting the large, growing and
underserved demand for electric off-highway vehicles
- Revenue generating with proprietary, proven technology,
and strong partner manufacturing and distribution
capabilities
- Contracted sales providing revenue visibility
- Asset-light business with low Capex cash needs to reach
positive EBITDA
- Advancing the Sustainable Development Goals, SDGs 7, 9
and 13
- Transaction represents enterprise value of $306 Million for
ZeroNox
Zero Nox Inc. (“ZeroNox” or the “Company”), a leading provider
of sustainable, off-highway vehicle electrification, today
announced that it will become the first publicly listed company of
its kind through a transaction with The Growth for Good Acquisition
Corporation (NASDAQ: GFGD) (“Growth for Good”), a publicly traded
special purpose acquisition company. Upon closing, ZeroNox’s common
stock is expected to trade on the NASDAQ under the ticker symbol
“ZNOX”.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20230307006068/en/
Solving the Pain Points of Scalable Off-Highway Vehicle
Electrification
The transportation sector is responsible for one-quarter of all
global greenhouse emissions and one-third of all emissions in the
United States1. Transitioning today’s fleets and fuels to
zero-emission is a top priority of country governments,
corporations and consumers wanting to lower their carbon footprint.
However, pain points across the value chain have slowed
electrification efforts. Reasons cited by manufacturers include the
cost and time required to design, develop, and manufacture electric
models, a lack of in-house expertise, insufficient infrastructure,
and limited options for electric vehicle (“EV”) service and
support.
ZeroNox’s product suite and partnership strategy – including its
proprietary electric powertrain technology (“ZEPP”), partnerships
with OEMs and fleet owners, and infrastructure support – provide
the solution to these pain points and more.
As the preeminent electrification partner focused on the
off-highway electric vehicle (“OHEV”) market, ZeroNox is at an
inflection point for significant growth, unlocking the potential
for off-highway electrification to reach scale. The Company’s total
addressable market is estimated at ~$1.3 trillion, and spans the
global agriculture2, construction3, and mining segments4, as well
as the markets for forklifts5, energy storage6, and electric
retrofits7 sectors. With ~75% of the off-highway vehicle sector
stating that it “will or might take steps to pursue
electrification,”8 there is a significant unmet need for ZeroNox’s
products and services.
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. The LFP batteries in the
ZEPP are ~30% more efficient and offer 4x the life cycle of
lead-acid peers standard in industry9, and the ZEPP’s unique
telematics software allows OEMs and fleets to electrify or upgrade
their equipment and vehicles as well as remotely monitor, manage
and service their off-highway vehicles.
- 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.
The “Powered by ZeroNox” brand can be seen on fleets
operating with customers such as Bayer, Universal Orlando, LAX
Airport, and those on Oprah’s ranch, among others. With the ZEPP,
customers see significant improvements in vehicle productivity,
maintenance cost savings, and better battery life. As an example,
when ZeroNox upgraded LA Airport’s Terminal Transit Vehicle (TTV)
fleet, the ZEPP extended the runtime of the airport’s fleet from
3-4 hours per charge to 14 hours per charge.10
Management Comments
Vonn Christenson, CEO of ZeroNox, said, “Having been raised in
the Central Valley of California, Robert and I returned home to
build a business that would first and foremost support our
community. We are motivated to bring our neighbors – who use
off-highway vehicles for work across ranches, farms, and
construction sites – high performing, affordable and zero emissions
equipment that can help grow their businesses. Simply put, that’s
our mission, and we are thrilled to partner with Growth for Good, a
SPAC with a social impact and sustainability mission that aligns
with our own.”
Robert Cruess, President of ZeroNox, added, “ZeroNox has proven
itself to be a top solutions provider for OEM and fleet owners, and
we believe this transaction will accelerate our long-term
partnerships while furthering our first mover advantage. Our ZEPP
delivers best-in-class battery and motor performance, intelligence,
and charging capability, and our expertise allows us to design to
the duty cycle of each of our partners’ needs efficiently and
economically, solving problems that are new to many OEMs. We have
grown our revenues at a CAGR of more than 200% over the last 3
years and have contracts that give us a clear path to profitability
within 18 months. We feel that becoming a publicly listed company
is an exciting and sensible next step in our growth evolution.”
Yana Watson Kakar, CEO and Director of Growth for Good,
commented, “At Growth for Good, we had a clear mandate of
partnering with a sustainable company with strong business
fundamentals, high growth potential, and a readiness to scale in
the public market. We found that and more in ZeroNox, and are
pleased to unify our companies at a time when the need for
increased electrification in support of the health of our planet
has never been greater.”
Dana Barsky, President and Director of Growth for Good,
concluded, “With its existing signed OEM and fleet contracts, low
CapEx cash requirements and asset-light business, ZeroNox is
well-positioned to serve this large yet relatively untapped
off-highway electric vehicle market. The Company’s significant
expansion over the last three years is a testament to its product
platform and the leadership of Vonn and Robert. We look forward to
supporting ZeroNox’s tremendous growth potential in the public
market.”
Following the close of the proposed transaction, Vonn
Christenson, ZeroNox’s CEO and Co-Founder, and Robert Cruess,
ZeroNox’s President and Co-Founder, will continue to lead the
Company. Yana Watson Kakar, CEO and Director of Growth for Good,
and Dana Barsky, President and Director of Growth for Good, will
join ZeroNox’s Board of Directors.
Capital Efficient and Clear Path to Profitability
Unique from most other EV de-SPACs, ZeroNox has purpose built
its business model to be capital efficient. When compared to its EV
de-SPAC market peers over the last two years, ZeroNox has been
almost 9 times more efficient at turning capital raised into
revenue11, 12, generating ~$20 million in revenue on the delivery
of ~800 vehicles over the period. The demonstrated success of the
ZEPP during this expansion phase has led the Company to now have
contracted revenue of ~$180 million13, delivering ~2,00013 units
over the next three years. ZeroNox has several other signed
partnerships expected to generate additional revenue during this
period as well as a pipeline of partnerships in development,
allowing it to further penetrate the ~$1.3 trillion global
addressable market. This market includes electric vehicle
retrofits, forklifts, mining equipment, construction equipment,
agriculture equipment, and energy storage.
Transaction Overview
The proposed transaction, which is expected to close in the
second half of 2023 subject to the satisfaction of customary
closing conditions, including the approval of Growth for Good’s
shareholders, has been unanimously approved by the Boards of
Directors of both ZeroNox and Growth for Good.
Pursuant to the Merger Agreement among Growth for Good, the
Company, and G4G Merger Sub Inc. (“Merger Sub”), a wholly-owned
subsidiary of Growth for Good, dated March 7, 2023 (the “Merger
Agreement”), Merger Sub will merge with and into ZeroNox, and
ZeroNox will be the surviving corporation and wholly-owned
subsidiary of Growth for Good which will be renamed “ZeroNox
Holdings Inc.” and be a domesticated Delaware corporation. 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.
Additional information about the proposed transaction, including
a copy of the Merger Agreement and investor presentation, will be
provided in a Current Report on Form 8-K to be filed by Growth for
Good today with the Securities and Exchange Commission (“SEC”) and
available at www.sec.gov.
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, and Chardan Capital Markets, LLC is acting as
lead financial advisor.
Conference Call Information
ZeroNox and Growth for Good will host a joint investor
conference call to discuss the proposed transaction and review the
investor presentation today, Wednesday March 8, 2023, at 8:30am
Eastern Time. The conference call can be accessed by dialing
866-518-6930 within the U.S. and +1 203-518-9797 for all other
locations and provide the ID: GROWTH.
A live webcast of the conference call and associated
presentation materials will be accessible here. A replay of the
webcast will be available after completion of the conference call
here.
About ZeroNox
ZeroNox is leading 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 first mover in the advanced off-highway
electric vehicle (OHEV) powertrain market, ZeroNox is proudly
designed and engineered in America, with offices in Porterville,
California.
For more information, visit: https://www.zeronox.com and follow
us on Twitter @ZeroNoxInc and
https://www.linkedin.com/company/zeronox/
The information contained on, or accessible through, ZeroNox’s
website is not incorporated by reference into this press release,
and you should not consider it a part of this press release.
About The Growth for Good Acquisition Corporation
The Growth for Good Acquisition Corporation, led by CEO Yana
Watson Kakar, President Dana Barsky, and Chairperson of the Board
of Directors, Vikram Gandhi, focuses on sustainable, socially
responsible companies with strong business fundamentals, high
growth potential and a readiness to scale in the public markets.
Our team of highly reputable sustainability investors and seasoned
business operators seek to add strategic and operational as well as
financial value to our merger partner. Growth for Good believes the
market opportunity for sustainable companies has never been
stronger and looks forward to supporting a company that will
contribute to the decarbonization of the global economy.
For more information, visit: https://www.g4ginvestment.com and
https://www.linkedin.com/company/growth-for-good-acquisition-corp/
The information contained on, or accessible through, The Growth
for Good Acquisition Corporation’s website is not incorporated by
reference into this press release, and you should not consider it a
part of this press release.
Additional Information about the Proposed Transaction and
Where to Find It
In connection with the proposed transaction, Growth for Good
intends to file a registration statement on Form S-4 (the
“registration statement”) with the U.S. Securities and Exchange
Commission (“SEC”), which will include a document that serves as a
prospectus and a proxy statement of Growth for Good, referred to as
a “proxy statement/prospectus.” The definitive proxy
statement/prospectus will be filed with the SEC as part of the
registration statement and will be sent to all Growth for Good
stockholders as of the applicable record date to be established.
Growth for Good may also file other relevant documents regarding
the proposed transaction with the SEC. BEFORE MAKING ANY VOTING OR
INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF GROWTH FOR
GOOD ARE URGED TO READ THE REGISTRATION STATEMENT, THE DEFINITIVE
PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED
OR THAT WILL BE FILED WITH THE SEC, INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION.
Investors and security holders will be able to obtain free
copies of the registration statement and the proxy
statement/prospectus (if and when available) and all other relevant
documents that are filed or that will be filed with the SEC by
Growth for Good through the website maintained by the SEC at
www.sec.gov. Investors and security holders will be able to obtain
free copies of the proxy statement/prospectus (if and when
available) and all other relevant documents that are filed. The
documents filed by Growth for Good with the SEC also may be
obtained by contacting Growth for Good at 12 E 49th Street, 11th
Floor, New York, NY 10017, or by calling (646) 450-1265.
Participants in the Solicitation
Growth for Good and ZeroNox and certain of their respective
directors, executive officers and other members of management and
employees may, under SEC rules, be deemed to be participants in the
solicitation of proxies from Growth for Good’s stockholders in
connection with the proposed transaction. A list of the names of
the directors and executive officers of Growth for Good and
information regarding their interests in the business combination
will be contained in the proxy statement/prospectus when available.
Growth for Good’s stockholders and other interested parties may
obtain free copies of these documents free of charge by directing a
written request to Growth for Good.
No Offer or Solicitation
This press release and the information contained herein do not
constitute (i) (a) a solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the
proposed transaction or (b) an offer to sell or the solicitation of
an offer to buy any security, commodity or instrument or related
derivative, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction or (ii) an offer or
commitment to lend, syndicate or arrange a financing, underwrite or
purchase or act as an agent or advisor or in any other capacity
with respect to any transaction, or commit capital, or to
participate in any trading strategies. No offer of securities in
the United States or to or for the account or benefit of U.S.
persons (as defined in Regulation S under the U.S. Securities Act)
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended (the “Securities Act”), or an exemption therefrom.
Investors should consult with their counsel as to the applicable
requirements for a purchaser to avail itself of any exemption under
the Securities Act.
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the proposed transaction between Growth for Good and ZeroNox. These
forward-looking statements generally are identified by the words
“believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “plan,” “may,” “should,”
“will,” “would,” “will be,” “will continue,” “will likely result,”
and similar expressions. Forward-looking statements are
predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. Many factors could
cause actual future events to differ materially from the
forward-looking statements in this press release, including but not
limited to: (i) actual market adoption and growth rates of
electrification technologies for commercial and industrial
vehicles; (ii) ZeroNox’s ability to convert trial deployments with
truck fleets into sales orders; (iii) delays in design,
manufacturing and wide-spread deployment of ZeroNox’s products and
technologies; (iv) failure of ZeroNox’s products to perform as
expected or any product recalls; (v) ZeroNox’s ability to expand
its relationships with OEMs and fleet owners, and its distribution
network; (vi) ZeroNox’s ability to develop vehicles of sufficient
quality and appeal on schedule and on large scale; (vii) ZeroNox’s
ability to raise capital as needed; (viii) management’s ability to
manage growth; (ix) the macroeconomic conditions and challenges in
the markets in which ZeroNox operates; (x) the effects of increased
competition in the electrification technology business; (xi)
ZeroNox’s ability to defend against any intellectual property
infringement or misappropriation claims; (xii) the risk that the
transaction may not be completed in a timely manner or at all,
which may adversely affect the price of Growth for Good ’s
securities, (xiii) the risk that the transaction may not be
completed by Growth for Good ’s business combination deadline and
the potential failure to obtain an extension of the business
combination deadline if sought by Growth for Good, (xiv) the
failure to satisfy the conditions to the consummation of the
transaction, including the adoption of the Merger Agreement by the
shareholders of Growth for Good and the receipt of certain
governmental and regulatory approvals, (xv) the occurrence of any
event, change or other circumstance that could give rise to the
termination of the Merger Agreement, (xvi) the effect of the
announcement or pendency of the transaction on ZeroNox’s business
relationships, operating results and business generally, (xvii)
risks that the proposed transaction disrupts current plans and
operations of ZeroNox and potential difficulties in ZeroNox
employee retention as a result of the transaction, (xviii) the
outcome of any legal proceedings that may be instituted against
ZeroNox or against Growth for Good related to the Merger Agreement
or the proposed transaction, (xix) the ability to maintain the
listing of Growth for Good’s securities on a national securities
exchange, (xx) the price of Growth for Good’s securities may be
volatile due to a variety of factors, including changes in the
competitive industries in which Growth for Good plans to operate or
ZeroNox operates, variations in operating performance across
competitors, changes in laws and regulations affecting Growth for
Good’s or ZeroNox’s business and changes in the combined capital
structure, (xxi) the ability to implement business plans,
forecasts, and other expectations after the completion of the
proposed transaction, and identify and realize additional
opportunities, and (xxii) the risk of economic downturns and a
changing regulatory landscape. The foregoing list of factors is not
exhaustive. You should carefully consider the foregoing factors and
the other risks and uncertainties described in the “Risk Factors”
section of Growth for Good’s registration on Form S-1 (File No.
333-261369), the registration statement on Form S-4 discussed above
and other documents filed by Growth for Good from time to time with
the SEC. These filings identify and address other important risks
and uncertainties that could cause actual events and results to
differ materially from those contained in the forward-looking
statements. Forward-looking statements speak only as of the date
they are made. Readers are cautioned not to put undue reliance on
forward-looking statements, and Growth for Good and ZeroNox assume
no obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise. Neither Growth for Good nor ZeroNox
gives any assurance that either Growth for Good or ZeroNox or the
combined company will achieve its expectations.
1 “Fact Sheet Climate Change - Un.org,” (United Nations).
2 “Agriculture Equipment Market Size Report, 2022-2030,” (Grand
View Research).
3 “Construction Equipment Market Share & Trends, 2027,”
(MarketsandMarkets).
4 “Mining Equipment Market Size, Share & Trends Report,
2030,” (Grand View Research).
5 “Forklift Market Size, Share & Trends Analysis Report,
2030,” (Grand View Research).
6 “Energy Storage Systems Market - Global Industry Analysis,
Size, Share, Growth, Trends, Regional Outlook, and Forecast 2022 –
2030,” (Precedence Research).
7 “Automotive Retrofit Electric Vehicle Powertrain Market -
Global Industry Analysis, Size, Share, Growth, Trends, Regional
Outlook, and Forecast 2022-2030.” (Precedence Research).
8 Waytek. “State of Electrification Report 2019.” 2019.
9 Aric Shelby, “Advantages of Lithium Iron Phosphate Batteries
over Lead-Acid Batteries,” (October 9, 2021).
10 Based on client provided information on performance from Jake
Yoon, CFO of Airport Terminal Management LAX.
11 Represents the average for all closed EV-related de-SPACs
with revenue generating targets during 2021 and 2022.
12 Excludes targets that do not disclose revenue projections for
the year of de-SPAC.
13 Includes 560 units representing ~$26.3 million in Memorandum
of Understandings.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230307006068/en/
For Media:
Amanda Shpiner / Sara Widmann Gasthalter & Co. 212 257 4170
as@gasthalter.com / sw@gasthalter.com
For Investors:
ZeroNox Robert Cruess, President robertc@zeronox.com
Growth for Good Dana Barsky, President
dana.barsky@g4ginvestment.com
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