−Removed: We are a blank check company newly incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses, which we refer to throughout this Report as our initial business combination.
+Added: We are a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses, which we refer to throughout this Report as our initial business combination.
We have not selected any potential business combination target.
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We intend to target companies that are committed to ESG practices as a way to achieve long-term competitive advantages.
+Added: Recent Developments
+Added: On January 18, 2023, our shareholders voted to amend our amended and restated memorandum and articles of association (the “Extension Proposal”) to extend from January 22, 2023 to April 22, 2023 (the “Extended Date”) the date (the “Termination Date”) by which we must mandatorily liquidate the company.
+Added: 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 $255,875,757.
+Added: Additionally, in the event that we have not consummated an initial business combination by the Extended Date, the Board may extend the Termination Date up to six times, 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 we deposit into the Trust Account for each Additional Extension Date the lesser of (a) $140,000 or (b) $0.04 for each public share that is then-outstanding.
Competitive Strengths
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We believe this emerging infrastructure and its businesses present a large and highly-fragmented opportunity set that have the potential to grow significantly over time by penetrating all verticals of the energy and infrastructure sectors and its adjacent industries.
−Removed: Rapidly growing societal and political focus on energy transition, decarbonization and sustainability has driven considerable corporate, institutional and governmental initiatives, underpinning over $500 billion of capital spend worldwide in 2020 on renewable power, electric vehicles and other technologies to cut the global energy system’s dependence on fossil fuels, according to BloombergNEF.
−Removed: This total includes investment in projects, such as renewable power, energy storage, EV charging infrastructure, hydrogen production, and carbon capture and storage projects-as well as end-user purchases of low-carbon energy devices, such as small-scale solar systems, heat pumps and zero-emission vehicles.
−Removed: Anticipated required energy transition investment to meet emissions reductions is estimated at $2.4 to $4.4 trillion per year over the next two-to-three decades, according to the Intergovernmental Panel on Climate Change (“IPCC”) and the International Renewable Energy Agency (“IRENA”), which we believe will provide significant opportunities to us.
+Added: Rapidly growing societal and political focus on energy transition, decarbonization and sustainability has driven considerable corporate, institutional and governmental initiatives including investment in projects, such as renewable power, energy storage, EV charging infrastructure, hydrogen production, and carbon capture and storage projects-as well as end-user purchases of low-carbon energy devices, such as small-scale solar systems, heat pumps and zero-emission vehicles.
Examples of the industries where we see potential opportunity include, but are not limited to:
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Environmental Impact Mitigation and Carbon Sequestration
−Removed: Electrification, Clean Fuel Production and Transportation:
−Removed: Advanced transportation, battery and fuel cells, renewable fuels including bio-diesel, renewable natural gas and hydrogen represent integral drivers of decarbonization.
−Removed: In April 2021, President Biden announced a target for the United States to achieve a 50-52 percent reduction from 2005 levels in economy-wide net greenhouse gas pollution by 2030, furthering the goals set for the United States to reach 100 percent carbon pollution-free electricity by 2035 and to reach net zero emissions by 2050.
−Removed: Since 2016, electrified transportation capital spending has been increasing at a compound annual growth rate of 21%, according to BloombergNEF.
−Removed: Energy Efficiency and Resource Management:
−Removed: Energy efficiency and smart grid technology and infrastructure, distributed energy, fuel efficiency, energy storage, behind the meter technology and infrastructure, energy as a service, grid modernization infrastructure and services and resilience are all solutions, which are required in order to support the growth of intermittent renewable sources in tandem with increased electrification trends.
−Removed: According to the International Energy Agency (“IEA”), renewables are expected to account for 90% of total global power capacity increases in both 2021 and 2022.
−Removed: The IEA’s Sustainable Development Scenario, attributes 40% of the reduction in energy-related greenhouse gas emissions over the next 20 years to energy efficiency.
−Removed: According to Wood Mackenzie and the U.S.
−Removed: Energy Storage Association, the US Energy storage market is expected to expand from an annual deployment of 523 MW in 2019 to 7.3 GW in 2025.
−Removed: Environmental Impact Mitigation and Carbon Sequestration:
−Removed: Environmental impact mitigation and carbon sequestration, sustainable agriculture, waste to fuel, and other “negative emissions” technologies and infrastructure are integral to meeting the Paris Agreement according to the IEA and represent a key industry focus in order to achieve a leveling off of global greenhouse gas emissions and to hold the increase in global average temperature to below 2 degrees Celsius above pre-industrial levels and pursue efforts to limit the temperature increase to 1.5 degrees Celsius above pre-industrial levels.
−Removed: According to the Center for Climate and Energy Solutions, carbon capture technologies can achieve 14 percent of the global greenhouse gas emissions reductions needed by 2050.
The foregoing opportunities are not intended to be exhaustive.
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If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or an independent valuation or appraisal firm with respect to the satisfaction of such criteria.
−Removed: While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company’s business, there is a significant amount of uncertainty as to the value of the company’s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis.
+Added: While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company’s business, there is a significant amount of uncertainty as to the value of the company’s assets or prospects, including if such company is at an early stage of development, operations or growth, or
+Added: if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis.
Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders.
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Any such issuance of equity or equity-linked securities would, on a fully diluted basis, reduce the percentage ownership of our then-existing shareholders.
−Removed: Notwithstanding the foregoing, pursuant to the anti-dilution provisions of our Class B ordinary shares, issuances or deemed issuances of Class A ordinary shares or equity-linked securities would result in an adjustment to the ratio at which Class B ordinary shares shall convert into Class A ordinary shares such that our initial shareholders and their permitted transferees, if any, would retain their aggregate percentage ownership at 20% of the sum of the total number of all Class A ordinary shares outstanding upon completion of our initial public offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination), unless the holders of a majority of the then-outstanding Class B ordinary shares agree to waive such adjustment with respect to such issuance or deemed issuance at the time thereof.
+Added: Notwithstanding the foregoing, pursuant to the anti-dilution provisions of our Class B ordinary shares, issuances or deemed issuances of Class A ordinary shares or equity-linked securities would result in an adjustment to the ratio at which Class B ordinary shares shall convert into Class A ordinary shares such that our initial shareholders and their permitted transferees, if any, would retain their aggregate percentage ownership of at 20% of the sum of the total number of all Class A ordinary shares outstanding upon completion of our initial public offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination), unless the holders of a majority of the then-outstanding Class B ordinary shares agree to waive such adjustment with respect to such issuance or deemed issuance at the time thereof.
Our sponsor and its affiliates have no obligation to make any such investment, and may compete with us for potential business combinations.
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We believe target businesses will find this method a more expeditious and cost effective method to becoming a public company than the typical initial public offering.
−Removed: The typical initial public offering process takes a significantly longer period of time than the typical business combination transaction process, and there are significant expenses in the initial public offering process, including underwriting discounts and commissions, that may not be present to the same extent in connection with a business combination with us.
+Added: The typical initial public offering process takes a significantly longer period of time than the typical business combination transaction process, and there are significant expenses in the initial public offering process, including underwriting commissions, that may not be present to the same extent in connection with a business combination with us.
Furthermore, once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or have negative valuation consequences.
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To the extent we take advantage of any reduced disclosure obligations, it may also make comparison or our financial statements with other public companies difficult or impossible.
−Removed: Financial Position
−Removed: With funds available for a business combination initially in the amount of $281,520,000, after payment of the estimated non-reimbursed expenses of our initial public offering and $9,660,000 of deferred underwriting fees, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio.
−Removed: Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires.
−Removed: However, we have not taken any steps to secure third-party financing and there can be no assurance it will be available to us.
Effecting Our Initial Business Combination
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In no event, however, will our sponsor or any of our existing officers or directors, or their respective affiliates paid by us any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is).
−Removed: We have agreed to pay an affiliate of our sponsor a total of $10,000 per month for 15 months (or up to 21 months, as applicable) for office space, secretarial and administrative support and to reimburse our sponsor for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination.
+Added: We have agreed to pay an affiliate of our sponsor a total of $10,000 per month for office space, secretarial and administrative support and to reimburse our sponsor for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination (which is accrued in “Due to related party”).
Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.
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We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein.
−Removed: The amount in the trust account is $10.20 per public share.
+Added: As of the date of our initial public offering, the amount in the trust account was $10.20 per public share.
The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commission we will pay to the underwriters.
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In such case, our initial shareholders and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination.
−Removed: As a result, we would need 4,600,000, or 16.7% (assuming all issued and outstanding shares are voted), of the 27,600,000 public shares sold in our initial public offering to be voted in favor of an initial business combination in order to have our initial business combination approved, subject to any higher approval threshold as may be required by Cayman Islands or other applicable law.
Assuming that only one-third of our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and articles of association, are voted, we will not need any public shares in addition to our founder shares to be voted in favor of an initial business combination in order to have an initial business combination approved.
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We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the $1,800,000 held outside the trust account plus up to $100,000 of interest funds from the trust account available to us to pay winding up and dissolution expenses (net of any taxes payable), although we cannot assure you that there will be sufficient funds for such purpose.
−Removed: If we were to expend all of the net proceeds of our initial public offering and the sale of the private placement warrants, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by shareholders upon our dissolution would be $10.20 (or $10.40, if increased as described in “Redemption of public shares and distributions and liquidation if no initial business combination”).
+Added: If we were to expend all of the net proceeds of our initial public offering and the sale of the private placement warrants, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by shareholders upon our dissolution would be $10.20.
The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders.
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We currently maintain our executive offices at 5956 Sherry Lane, Suite 1400, Dallas, Texas 75225.
−Removed: The cost for our use of this space is included in the $10,000 per month fee we will pay to an affiliate of our sponsor for office space, administrative and support services.
+Added: The cost for our use of this space is included in the $10,000 per month fee we pay to an affiliate of our sponsor for office space, administrative and support services (which is accrued in “Due to related party”).
We consider our current office space adequate for our current operations.
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We will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation or tender offer materials, as applicable, sent to shareholders.
−Removed: These financial statements may be required to be prepared in accordance with, or reconciled to, GAAP, or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB.
+Added: These financial statements may be required to be prepared in accordance with, or reconciled to, generally accepted accounting principles (“GAAP”), or International Financial Reporting Standards (“IFRS”), depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”).
These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.
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While this may limit the pool of potential acquisition candidates, we do not believe that this limitation will be material.
−Removed: We will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2022 as required by the Sarbanes-Oxley Act.
−Removed: Only in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company, will we not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.
+Added: We are required to evaluate our internal control procedures for the fiscal year ended December 31, 2022 as required by the Sarbanes-Oxley Act.
+Added: We are not required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.
A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.