ESGN ACQU Item 1.01 Entry into a Material Definitive Agreement.
Business Combination Agreement
On
The Business Combination
The Business Combination Agreement and the transactions contemplated thereby
(collectively, the "Business Combination") were unanimously approved by the
board of directors of ESGEN and the board of managers of
(i) following any Public Share Redemptions (as defined below) of Class A
ordinary shares, par value $0.0001 per share, of ESGEN (each, an "ESGEN
Class A Ordinary Share"), each outstanding Class B ordinary share, par
value $0.0001 per share, of ESGEN (each, an "ESGEN Class B Ordinary
Share") will convert into one ESGEN Class A Ordinary Share (the "ESGEN
Share Conversion"); provided, that if the holders of ESGEN Class B
Ordinary Shares are required to forfeit any ESGEN Class B Ordinary Shares
pursuant to the Business Combination Agreement, then the number of ESGEN
Class B Ordinary Shares otherwise deliverable to the holders of ESGEN
Class B Ordinary Shares pursuant to the ESGEN Share Conversion shall be
reduced (pro rata between the holders of ESGEN Class B Ordinary Shares)
by an amount equal to such forfeited ESGEN Class B Ordinary Shares;
(ii) subject to prior receipt of the requisite approval of the shareholders of
ESGEN as contemplated in the Business Combination Agreement, ESGEN will
change the jurisdiction of its incorporation by deregistering as an
exempted company in the Cayman Islands and domesticating to, and
continuing as a corporation incorporated under the laws of, the State of
Delaware (the "Domestication") and, in connection with the Domestication,
the following will occur: (A) each outstanding ESGEN Class A Ordinary
Share will become one share of Class A common stock, par value $0.0001
per share, of ESGEN (the "ESGEN Class A Common Stock"), (B) each
outstanding warrant to purchase one ESGEN Class A Ordinary Share (each,
an "ESGEN Warrant") will become a warrant to purchase one share of ESGEN
Class A Common Stock at an exercise price of $11.50 per share and
(C) ESGEN will file its certificate of incorporation substantially in the
form attached to the Business Combination Agreement as Exhibit F (the
"ESGEN Certificate of Incorporation") and will adopt bylaws substantially
in the form attached to the Business Combination Agreement as Exhibit G
to serve as its governing documents upon consummation of the
Domestication. In connection with the ESGEN Share Conversion and the
Domestication, each issued and outstanding unit of ESGEN, each consisting
of ESGEN Class A Ordinary Share and one-half of one warrant to purchase
one ESGEN Class A Ordinary Share (each, an "ESGEN Unit"), that has not
been previously separated into the underlying ESGEN Class A Ordinary
Shares and underlying ESGEN Warrants prior to the Domestication will be
cancelled and will entitle the holder thereof to (x) one share of ESGEN
Class A Common Stock and (y) one-half of one warrant representing the
right to purchase one share of ESGEN Class A Common Stock at an exercise
price of $11.50 per share on the terms and subject to the conditions
applicable to ESGEN Warrants set forth in the Warrant Agreement, dated as
of October 22, 2021 , between ESGEN and Continental Stock Transfer & Trust
Company (the "Trustee");
(iii) ESGEN will cause the Private Placements (as defined below) to be
consummated in accordance with the terms of the applicable Financing
Agreements (as defined below);
(iv) Sunergy will cause all holders of any options, warrants or rights to
subscribe for or purchase any equity interests of Sunergy or its
subsidiaries or securities (including debt securities) convertible into
or exchangeable for, or that otherwise confer on the holder any right to
acquire, any equity interests of Sunergy or any subsidiary thereof
(collectively, the "Sunergy Convertible Interests") existing immediately
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prior to the closing of the Business Combination (the "Closing") either
to exchange or convert all such holder's Sunergy Convertible Interests
into limited liability interests of Sunergy (the "Sunergy Company
Interests") in accordance with the governing documents of Sunergy or the
Sunergy Convertible Interests (collectively, the "Sunergy Exchanges");
(v)(x) ESGEN will contribute to OpCo (1) all of its assets (excluding its
interests in OpCo, but including the amount of cash in the trust account
established by ESGEN with the proceeds from its initial public offering (the
"Trust Account") as of immediately prior to the Closing (after giving effect to
the exercise of redemption rights by any ESGEN shareholders pursuant to the
ESGEN amended and restated memorandum and articles of association, as amended
(the "Public Share Redemption")), and (2) a number of newly issued shares of
Class V common stock of ESGEN, par value
(vi) immediately following the ESGEN Contribution, (x) the Sellers will
contribute to OpCo the Sunergy Company Interests and (y) in exchange therefor,
OpCo will transfer to the Sellers the Seller OpCo Units and the Seller Class
The number of Seller OpCo Units to be issued in the ESGEN Contribution will . . .
Item 3.02. Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report is
incorporated by reference herein. The shares of ESGEN Class A Common Stock to be
offered and sold in connection with the
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Item 7.01. Regulation FD Disclosure.
A copy of the investor presentation relating to the Business Combination is furnished as Exhibit 99.1 to this Current Report.
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 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 or the Exchange Act, regardless of any general incorporation language in such filings.
Important Information and Where to Find It
In connection with the Business Combination, ESGEN intends to file the
Registration Statement that includes a preliminary proxy statement/prospectus of
ESGEN, and after the Registration Statement is declared effective, ESGEN will
mail a definitive proxy statement/prospectus relating to the Business
Combination to ESGEN's shareholders. The Registration Statement, including the
proxy statement/prospectus contained therein, when declared effective by the
When available, the definitive proxy statement/prospectus and other relevant
materials for the Business Combination will be mailed to ESGEN shareholders as
of a record date to be established for voting on the Business Combination.
Stockholders will also be able to obtain copies of the preliminary proxy
statement/prospectus, the definitive proxy statement/prospectus and other
documents filed or that will be filed with the
Participants in the Solicitation
ESGEN and
Forward Looking Statements
Certain statements included in this Current Report may be considered
forward-looking statements within the meaning of the safe harbor provisions of
the
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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
No Offer or Solicitation
This Current Report relates to a proposed business combination between ESGEN and
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1† Business Combination Agreement, dated as ofApril 19, 2023 , by and among ESGEN,Sunergy , the Sellers, OpCo, the Sponsor andTimothy Bridgewater 10.1 Amendment to Letter Agreement, dated as ofApril 19, 2023 , by and among ESGEN, the Sponsor and the Insiders party thereto. 10.2 Initial Subscription Agreement, dated as ofApril 19, 2023 , by and between ESGEN and the Sponsor. 99.1 Investor Presentation, datedApril 2023 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
† Certain of the schedules to this exhibit have been omitted in accordance with
Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to theSEC upon its request. 9
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