Item 1.01 Entry into a Material Definitive Agreement.

On April 5, 2023, ESGEN Acquisition Corporation (the "Company") issued an unsecured promissory note (the "Note") in the principal amount of up to $1,500,000 to ESGEN LLC, the Company's sponsor ("Sponsor"), which may be drawn down by the Company from time to time prior to the consummation of the Company's initial merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the "Business Combination"). The Note does not bear interest, matures on the date of consummation the Business Combination and is subject to customary events of default. The Note will be repaid only to the extent that the Company has funds available to it outside of its trust account established in connection with its initial public offering.

The Note was issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.

Exhibit
Number    Description

10.1        Promissory Note in favor of ESGEN LLC, dated April 5, 2023.

104       Cover Page Interactive Data File (formatted as Inline XBRL).



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