Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On January 18, 2023, ESGEN 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.
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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 27,600,000 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.
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 $10.35 per
share, for an aggregate redemption amount of approximately $255,875,757.88.
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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