Growth for Good Acquisition Corp (GFGD)

Filed: 6 Dec 21, 7:00pm


December 7, 2021


Via Edgar


U.S. Securities and Exchange Commission 

Division of Corporation Finance 

100 F Street, N.E. 

Washington, D.C.  20549-6010


Attention: Jeffrey Lewis


 Re:  The Growth for Good Acquisition Corporation
   Registration Statement on Form S-1
   File No. 333-261369


Ladies and Gentlemen:


Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for themselves and the several underwriters, hereby joins in the request of The Growth for Good Acquisition Corporation that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. New York time on December 9, 2021, or as soon thereafter as practicable.


Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advise that, as of the date hereof, approximately 1,000 copies of the Preliminary Prospectus dated November 24, 2021, have been distributed to prospective underwriters and dealers, institutional investors, retail investors and others.


The undersigned advise that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.


* * *


[Signature page follows]





 Very truly yours,
 as representatives of the several underwriters
 By:/s/ Ryan Kelley
  Name: Ryan Kelley
  Title:   Director


 as representative of the several underwriters
 By:/s/ Victoria Hale
  Name: Victoria Hale
  Title:   Authorized Signatory


[Signature Page to Sunrise Acceleration Request Letter]