Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On January 18, 2023, ESGEN Acquisition Corporation ("ESGEN" or the "Company")
held an extraordinary general meeting of shareholders (the "Meeting"), to
consider and vote upon a proposal to amend, by special resolution, the Company's
amended and restated memorandum and articles of association (the "Extension
Proposal") to: (i) extend from January 22, 2023 to April 22, 2023 (the "Extended
Date"), the date (the "Termination Date") by which, if the Company has not
consummated a merger, amalgamation, share exchange, asset acquisition, share
purchase, reorganization or similar business combination involving one or more
businesses or entities, the Company must: (a) cease all operations except for
the purpose of winding up; (b) as promptly as reasonably possible but not more
than ten business days thereafter, redeem the shares sold in the Company's
initial public offering (the "Public Shares") (in a redemption that will
completely extinguish the rights of the owners of the Public Shares as
shareholders (including the right to receive further liquidation distributions,
if any)) at a per-share price, payable in cash, equal to (1) the aggregate
amount then on deposit in the trust account located in the United States with
Continental Stock Transfer & Trust Company acting as trustee ("Trust Account"),
including interest earned on the funds held in the Trust Account and not
previously released to the Company to pay its income taxes, if any, less up to
$100,000 of interest to pay winding up and dissolution expenses (net of any
taxes payable), divided by (2) the number of the then-outstanding Public Shares;
and (c) as promptly as reasonably possible following such redemption, subject to
the approval of the Company's remaining shareholders and the Company's board of
directors (the "Board"), liquidate and dissolve, subject in the case of clauses
(b) and (c) to the Company's obligations under Cayman Islands law to provide for
claims of creditors and the requirements of other applicable law, and (ii) in
the event that the Company has not consummated an initial business combination
by the Extended Date, to allow the Company, by resolution of the Board and,
without any approval of the Company's shareholders, upon five days' advance
notice prior to the Extended Date, to extend the Termination Date up to six
times (with each such extension being upon five days' advance notice), each by
one additional month (for a total of up to six additional months to complete a
business combination) (each, an "Additional Extension Date"), provided that the
Company's sponsor, ESGEN LLC (the "Sponsor") or the Sponsor's affiliates or
permitted designees (the "Lenders" and each a "Lender") will deposit into the
Trust Account for each Additional Extension Date the lesser of (a) US$140,000 or
(b) $0.04 for each Public Share that is then-outstanding, in exchange for one or
more non-interest bearing, unsecured promissory notes issued by the Company to
the Lender. If the Company completes its initial business combination, it will,
at the option of the Lender, repay the amounts loaned under the promissory
note(s) or convert a portion or all of the amounts loaned under such promissory
note(s) into warrants at a price of $1.00 per warrant, which warrants will be
identical to the private placement warrants, each exercisable to purchase one
Class A ordinary share, par value $0.0001 ("Class A ordinary share") at $11.50
per share, subject to adjustment, at a price of $1.00 per warrant issued to the
Sponsor at the time of the Company's initial public offering. If the Company
does not complete a business combination by the deadline to consummate an
initial business combination, such promissory notes will be repaid only from
funds held outside of the Trust Account.
As described in Item 5.07 of this Current Report on Form 8-K below, ESGEN
shareholders have approved the Extension Proposal. On January 18, 2023, ESGEN
filed the charter amendment with the Registrar of Companies of the Cayman
Islands (the "Charter Amendment").
The foregoing description is qualified in its entirety by reference to the
Charter Amendment, a copy of which is attached as Exhibit 3.1 hereto and is
incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On January 18, 2023, ESGEN held the Meeting to approve the Extension Proposal
and the proposal by ordinary resolution to approve the adjournment of the
Meeting by the chairman thereof to a later date, if necessary (the "Adjournment
Proposal"), each as described in the definitive proxy statement of ESGEN
relating to the Meeting, which was filed with the Securities and Exchange
Commission on December 28, 2022.
As of the close of business on December 21, 2022, the record date for the
Meeting, there were approximately 27,900,000 Class A ordinary shares, and
6,900,000 Class B ordinary shares, par value $0.0001 per share (the "Class B
ordinary shares" and, together with the Class A ordinary shares, the "ESGEN
Shares"), outstanding. A total of 28,542,729 ESGEN Shares, representing
approximately 83% of the outstanding ESGEN Shares entitled to vote, were present
in person or by proxy, constituting a quorum.
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The voting results for the Extension Proposal was as follows:
The Extension Proposal
For Against Abstain
23,916,803 4,521,588 104,338
In connection with the vote to approve the Extension Proposal, the holders of
24,703,445 Class A ordinary shares of ESGEN properly exercised their right to
redeem their shares for cash at a redemption price of approximately $10.29 per
share, for an aggregate redemption amount of approximately $254,198,449.
As there were sufficient votes to approve the Extension Proposal, the
Adjournment Proposal was not presented to shareholders.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
3.1 Amendment to the Amended and Restated Memorandum and Articles of
Association of ESGEN Acquisition Corporation.
104 Cover Page Interactive Data File (formatted as Inline XBRL and
contained in Exhibit 101)
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