ESGEN Enters Material Agreement, Unregistered Equity Sale

TL;DR

**ESGEN just signed a big deal and sold some stock, likely setting up a merger.**

AI Summary

ESGEN Acquisition Corp (ESGEN) announced on January 24, 2024, that it entered into a material definitive agreement, which includes an unregistered sale of equity securities. This filing indicates ESGEN is moving forward with a significant transaction, likely a business combination, which is typical for a SPAC. For investors, this means the company is progressing towards its goal of acquiring a private company, which could lead to a new operating business and potentially impact the stock's future value and volatility.

Why It Matters

This filing signals ESGEN is advancing its SPAC lifecycle, potentially towards a de-SPAC transaction, which could transform it into an operating company and significantly alter its risk profile and investment thesis.

Risk Assessment

Risk Level: medium — While progress is good, the details of the material agreement and the target company are not disclosed, introducing uncertainty about the future business and its prospects.

Analyst Insight

A smart investor would monitor ESGEN for subsequent filings (like a DEFM14A or S-4) that would disclose the details of the material definitive agreement and the target company, as this information is crucial for evaluating the investment.

Key Players & Entities

• ESGEN Acquisition Corp (company) — the registrant filing the 8-K
• January 24, 2024 (date) — date of the earliest event reported
• 001-40927 (dollar_amount) — Commission File Number
• 98-1601409 (dollar_amount) — IRS Employer Identification No.
• 5956 Sherry Lane, Suite 1400 Dallas, TX 75225 (company) — business address of ESGEN Acquisition Corp

FAQ

Key Financial Figures

• $0.0001 — nsisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemab
• $11.50 — ordinary share at an exercise price of $11.50 ESACW The Nasdaq Stock Market LLC
• $410 million — -transaction Sunergy equityholders from $410 million to $337.3 million; (ii) removal of th
• $337.3 million — ergy equityholders from $410 million to $337.3 million; (ii) removal of the (a) $20 million
• $20 million — 37.3 million; (ii) removal of the (a) $20 million minimum cash condition and (b) provisio
• $10.0 million — PIPE Investment (as defined below) from $10.0 million in shares of Class A common stock, par
• $15.0 million — Energy Corp. (" New PubCo "), to up to $15.0 million in convertible preferred units of OpCo
• $10.00 — Units as is determined by dividing (x) $10.00 plus any accrued and unpaid dividends o
• $11.00 — Convertible OpCo Preferred Units by (y) $11.00; (iii) the mandatory conversion of al

Filing Documents

• d662816d8k.htm (8-K) — 68KB
• d662816dex21.htm (EX-2.1) — 47KB
• d662816dex101.htm (EX-10.1) — 25KB
• d662816dex102.htm (EX-10.2) — 144KB
• d662816dex991.htm (EX-99.1) — 26KB
• g662816dsp12.jpg (GRAPHIC) — 4KB
• g662816dsp12a.jpg (GRAPHIC) — 3KB
• 0001193125-24-014919.txt ( ) — 560KB
• esac-20240124.xsd (EX-101.SCH) — 3KB
• esac-20240124_def.xml (EX-101.DEF) — 14KB
• esac-20240124_lab.xml (EX-101.LAB) — 24KB
• esac-20240124_pre.xml (EX-101.PRE) — 15KB
• d662816d8k_htm.xml (XML) — 7KB

01

Item 1.01 Entry into a Material Definitive Agreement. First Amendment to the Business Combination Agreement As previously disclosed, on April 19, 2023, ESGEN Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (" ESGEN "), entered into that certain Business Combination Agreement with ESGEN OpCo, LLC, a Delaware limited liability company and wholly-owned subsidiary of ESGEN (" OpCo "), Sunergy Renewables, LLC, a Nevada limited liability company (" Sunergy "), the Sunergy equityholders set forth on the signature pages thereto (collectively, " Sellers " and each, a " Seller "), for limited purposes, ESGEN LLC, a Delaware limited liability company (the " Sponsor "), and for limited purposes, Timothy Bridgewater, an individual, in his capacity as the Sellers Representative (the " Initial Business Combination Agreement "). On January 24, 2024, ESGEN and Sunergy entered into the First Amendment to the Initial Business Combination Agreement (the " First Amendment " and, the Initial Business Combination Agreement as amended by the First Amendment, the " Business Combination Agreement "). The First Amendment provides for, among other things, the: (i) reduction of the aggregate consideration to the pre-transaction Sunergy equityholders from $410 million to $337.3 million; (ii) removal of the (a) $20 million minimum cash condition and (b) provision requiring forfeiture of founder shares in connection with excess transaction expenses; (iii) modification of the terms and structure of the Sponsor PIPE Investment (as defined below) from $10.0 million in shares of Class A common stock, par value $0.0001 per share (" New PubCo Class A Common Stock "), of the continuing entity following the continuation of ESGEN by way of domestication of ESGEN into a Delaware corporation, which continuing entity will be renamed Zeo Energy Corp. (" New PubCo "), to up to $15.0 million in convertible preferred units of OpCo (the " Convertible OpCo P

02

Item 3.02. Unregistered Sales of Equity Securities. The disclosure set forth above in Item 1.01 of this Current Report is incorporated by reference herein. The Convertible OpCo Preferred Units to be offered and sold in connection with the Sponsor PIPE Investment and the New PubCo Class V Common Stock issued in connection with the Business Combination have not been and will not be registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) thereof.

01

Item 7.01 Regulation FD Disclosure. On January 25, 2024, ESGEN and Sunergy issued a joint press release announcing the First Amendment. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of ESGEN under the Securities Act of 1933, as amended (the " Securities Act ") or the Exchange Act, regardless of any general incorporation language in such filings.

Forward-Looking Statements

Forward-Looking Statements This Current Report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are based on beliefs and assumptions and on information currently available to ESGEN and Sunergy. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words "anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future," "likely," "may," "should," "will" and similar references to future periods may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may include, for example, statements about ESGEN's and Sunergy's ability to timely effectuate the proposed business combination discussed in this Current Report; the benefits of the proposed business combination; the future financial performance of the combined company following the transactions; changes in ESGEN's or Sunergy's strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, the ability to raise additional funds prior to the Closing and plans and objectives of management. These forward-looking statements are based on information available as of the date of this Current Report, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing ESGEN's or Sunergy's views as of any subsequent date, and none of ESGEN or Sunergy undertakes any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicabl

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1 Amendment No. 1 to Business Combination Agreement, dated as of January 24, 2024, by and between ESGEN and Sunergy. 10.1 Amendment No. 2 to Letter Agreement, dated as of January 24, 2024, by and among ESGEN, the Sponsor and the Insiders party thereto. 10.2 Amended and Restated Subscription Agreement, dated as of January 24, 2024, by and among ESGEN, OpCo and the Sponsor. 99.1 Press Release, dated as of January 25, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: January 25, 2024 ESGEN ACQUISITION CORPORATION By: /s/ Andrea Bernatova Name: Andrea Bernatova Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR