March 9, 2023
- The Growth for Good Acquisition Corporation (GFGD) to acquire ZeroNox (Private) in a transaction valuing the pro forma entity at $306 million in Enterprise Value ($541 million equity value) assuming zero redemptions.
- ZeroNox shareholders will receive an equity consideration of $225 million at $10.0 per share.
- Transaction includes 7.50 million earnout shares vesting equally at $12.5, $15.0, and $20.0 per share by December 31, 2025, 2026 and 2027 respectively.
- Sponsor agreed to defer 1,581,250 shares (or *22.19%) subject to earnout, vesting in two equal tranches of 790,625 shares at $12.5 and $15.0 per share (5 years after closing).
- Sponsor agreed to forfeit 790,625 shares (or *11.10%), plus additional shares up to 1,000,000 shares (or *14.04%) based on redemption levels.
- No minimum cash condition.
- No termination fees.
- Business combination transaction is targeted to close in the second half of 2023.
- SPAC Details:
- Unit Structure: 1 Class A ordinary share + 0.50 Redeemable Warrant + 1 Right
- #Cash in Trust: $254,080,534 (100.4 % of Public Offering)
- Public Shares Outstanding: 25,300,000 shares
- Private Shares Outstanding: 7,125,000 shares (including 800,000 shares contained in Private Units)
- Reported Trust Value/Share: $10.04
- Liquidation Date: June 14, 2023
- Outside Liquidation Date: September 14, 2023
- Name of Target: ZeroNox
- Target Description: 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.
- Announced Date: March 8, 2023
- Expected Close: “Second Half of 2023”
- Press Release: https://www.sec.gov/Archives/edgar/data/1876714/000110465923029820/tm238584d1_ex99-1.htm
- Transaction Terms (https://www.sec.gov/Archives/edgar/data/1876714/000110465923029820/tm238584d1_ex99-2img025.jpg):
| Redemption Rate | 0% |
| Share Price | $10.00 per share |
| Enterprise Value | $306 million |
| Market Cap Value | $541 million |
- Target Shareholders Receive (~42%):
- Equity consideration of $225 million at $10.00 per share (22.50 million shares)
- 7.50 million Earnout Shares as follows:
- 2.50 million shares at $12.50 per share by December 31, 2025
- 2.50 million shares at $15.00 per share by December 31, 2026
- 2.50 million shares at $20.00 per share by December 31, 2027
- PIPE / Financing:
- Nil
- Redemption Protections:
- Nil
- Support Agreement:
- Standard voting support
- Sponsor agreed to defer 1,581,250 shares (*22.19%) subject to earnout (5 years post-closing):
- 790,625 shares at $12.50 per share
- 790,625 shares at $15.00 per share
- Measurement Period: 10 trading days within 20 consecutive trading day period
- Sponsor agreed to forfeit 790,625 shares (or *11.10%), plus additional shares up to 1,000,000 shares (or *14.04%) as follows:
- Lock-up:
- SPAC Sponsors: 360 days post-closing
- Key Target Shareholders: 360 days post-closing (may be subject to certain adjustments to meet exchange listing requirements)
- Closing Conditions:
- Termination date: June 14, 2023 (With extension: September 14, 2023)
- No minimum cash condition
- Other customary closing conditions
- Termination:
- No termination fees
- Other standard termination clauses
- Advisors:
- Lead Financial Advisor: Chardan Capital Markets, LLC
- SPAC Legal Advisors: Skadden, Arps, Slate, Meagher & Flom LLP
- Target Legal Advisors: Loeb & Loeb LLP
- Financials (https://www.sec.gov/Archives/edgar/data/1876714/000110465923029820/tm238584d1_ex99-2img023.jpg):
- Comparables (N/A):
- No valuations provided
- Equity Incentive Plan:
- No information provided
*Denotes estimated figures by CPC
#Reported as on September 30, 2022