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Item 1. Financial Statements

2023-08-14 compared with 2023-05-15 · 159 added, 135 removed, 311 unchanged (49% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

March 31, 2023

June 30, 2023

December 31, 2022

Current assets:

Prepaid expense

Prepaid expense s

Total current assets

Non-current assets:

Marketable securities held in Trust Account

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Accounts payable and accrued expenses

Due to related party

Due to related part

Promissory note—related party

Total current liabilities

Non-current liabilities:

Warrant liabilities

Deferred underwriters’ fee payable

Deferred underwriters’ fee

Total liabilities

1 unchanged sentence

Class A ordinary shares subject to possible redemption, $ 0.0001 par value;

2,896,555 and 27,600,000 shares at redemption value

2,896,555 and 27,600,000 shares at redemption value as of June 30, 2023 and December 31, 2022, respectively

Shareholders’ Deficit:

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250,000,000 shares authorized;

no ne issued or outstanding (excluding 2,896,555 and 27,600,000 shares subject to possible redemption)

no ne issued or outstanding (excluding

2,896,555 and 27,600,000 shares subject to possible redemption) as of June 30, 2023 and December 31, 2022,

Class B shares, $ 0.0001 par value;

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For the Three Months Ended

For the Six Months Ended

Legal and professional fees

4 unchanged sentences

Interest income on marketable securities held in Trust Account

Recovery of offering costs allocated to warrants

Change in fair value of warrant liabilities

1 unchanged sentence

Net (loss) income

Basic and diluted weighted average shares outstanding of Class A ordinary shares

Basic and diluted weighted av erag

e shares outstanding of Class A ordinary shares

Basic and diluted net (loss) income per share, Class A

Basic and diluted weighted average shares outstanding of Class B ordinary shares

Basic and diluted net (loss) income per share, Class B

Basic and diluted net income per share, Class B

The accompanying notes are an integral part of these unaudited condensed financial statements.

ESGEN ACQUISITION CORPORATION

CONDENSED STATEMENTS OF CHANGES IN ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT (UNAUDITED)

FOR THE THREE MONTHS ENDED MA R

CONDENSED STATEMENTS OF CHANGES IN ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

Ordinary share subject to

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Balance as of March 31, 2023

FOR THE THREE MONTHS ENDED MARCH 31, 2022

Accretion of ordinary shares subject to possible redemption

Waiver of Deferred Underwriters’ Fee

Balance as of June 30, 2023

FOR THE THREE AND SIX MONTHS ENDED JUNE

Ordinary share subject to

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Balance as of December 31, 2021

Accretion of ordinary shares subject to possible

Accretion of ordinary shares subject to possible redemption

Balance as of March 31, 2022

Accretion of ordinary shares subject to possible redemption

Balance as of June 30, 2022

The accompanying notes are an integral part of these unaudited condensed financial statements.

1 unchanged sentence

CONDENSED STATEMENTS OF CASH FLOWS

For the Three Months Ended

For the Six Months Ended

Cash flows from operating activities:

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Interest earned on cash held in Trust Account

Recovery of offering costs allocated to warrants

Change in fair value of warrant liabilities

1 unchanged sentence

Prepaid expenses

Accrued expenses

Accounts payable and accrued expenses

Due to related party

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Reinvestment of marketable securities held in Trust Account

Extension funding of trust account

Extension funding of

Trust Account

Cash withdrawn from Trust Account in connection with redemption

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( 255,875,758

Proceeds from note payable-related party

Net cash used in financing activities

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Supplemental disclosure of cash flow information:

Change in value of Class A ordinary shares subject to possib l

Change in value of Class A ordinary shares subject to possible redemption

Impact of the waiver of deferred commission by the underwriters

The accompanying notes are an integral part of these unaudited condensed financial statements.

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The Company will not be limited to a particular industry or geographic region in its identification and acquisition of a target company.

As of March 31, 2023, the Company had not commenced any operations.

All activity for the period from April 19, 2021 (inception) through March 31, 2023, relates to the Company’s formation and the initial public offering (“Public Offering” or “IPO”) described below and since the closing of the IPO, the search for a prospective initial business combination.

As of June 30, 2023, the Company had not commenced any operations.

All activity for the period from April 19, 2021 (inception) through June 30, 2023, relates to the Company’s formation and the initial public offering (“Public Offering” or “IPO”) described below and since the closing of the IPO, the search for a prospective initial business combination.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

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There is no assurance that the Company will be able to complete a Business Combination successfully.

Following the closing of the IPO on October 22, 2021, $ 281,520,000 ($ 10.20 per Unit) from the net proceeds sold in the IPO, including proceeds of the sale of the Private Placement Warrants, was deposited in a trust account (“Trust Account”) and is only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7

promulgated under the Investment Company Act which invest only in direct U.S.

government treasury obligations.

Except with respect to interest or other income earned on the funds held in the Trust Account that may be released to the Company to pay its income taxes, if any, the amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from the Public Offering and the sale of the Private Placement Warrants held in the Trust Account will not be released from the Trust Account (1) to the Company, until the completion of the initial Business Combination, or (2) to the public shareholders, until the earliest of (a) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100 % of the public shares if the Company did not complete its initial Business Combination within 15 months (which was extended pursuant to shareholder approval of the Charter Amendment (as defined below)) from the closing of this offering (the “Combination Period”) or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares, and (c) the redemption of the public shares if the Company has not consummated the Business Combination within Combination Period, subject to applicable law.

tendered in connection with a shareholder vote to amend the amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100 % of the public shares if the Company did not complete its initial Business Combination within 15 months (which was extended pursuant to shareholder approval of the Charter Amendment (as defined below)) from the closing of this offering (the “Combination Period”) or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares, and (c) the redemption of the public shares if the Company has not consummated the Business Combination within Combination Period, subject to applicable law.

Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial Business Combination or liquidation if the Company has not consummated an initial Business Combination within Combination Period, with respect to such Class A ordinary shares so redeemed.

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The ordinary shares subject to redemption were recorded at redemption value and classified as temporary equity upon the completion of the Public Offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.

The Company has until May 22, 2023, unless extended with the extension as described

in the following paragraph

below, to consummate the initial Business Combination.

The Company has until August 22, 2023, unless extended with the extension as described in the following paragraph below, to consummate the initial Business Combination.

If the Company has not consummated the initial Business Combination within the Combination Period, the Company will:

(i) cease all operations except for the purpose of winding up;

(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a

per-share price, payable in cash, equal to the aggregate amount then on deposit in the 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) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any);

(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share

price, payable in cash, equal to the aggregate amount then on deposit in the 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) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any);

and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and its board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

On January 18, 2023, the Company held an extraordinary general meeting of shareholders (the “Meeting”) to consider and vote upon, among other things, a proposal to amend the Company’s amended and restated memorandum and articles of association (the “Charter Amendment”) to (i) extend the date by which the Company must consummate its initial business combination (the “Termination Date”) from January 22, 2023 to April 22, 2023 and (ii) in the event that the Company has not consummated an initial business combination by April 22, 2023, to allow the Company, by resolution of the Company’s board of directors (the “Board”) and, without any approval of the Company’s shareholders, upon five days’ advance notice prior to each Additional Extension, 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” and such date, an “Additional Extension Date”), provided that the Sponsor or the Sponsor’s affiliates or permitted designees 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 Sponsor or the Sponsor’s affiliates or permitted designees (the “Lenders” and each a “Lender”).

In connection with the vote to approve the Charter Amendment, the holders of

24,703,445 Class A ordinary shares 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 $ 255,875,758 .

The Company’s current Additional Extension Date as of the date hereof is May 22, 2023.

bearing, unsecured promissory notes issued by the Company to the Sponsor or the Sponsor’s affiliates or permitted designees (the “Lenders” and each a “Lender”).

In connection with the vote to approve the Charter Amendment, the holders of 24,703,445 Class A ordinary shares 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 $ 255,875,758 .

The Company’s current Additional Extension Date as of the date hereof is August 22, 2023.

The Sponsor and each member of the management team have entered into an agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares;

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None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

See Note 9 (“Subsequent Events”) for information regarding an announced Business Combination Agreement.

Founder Shares

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Going Concern

As of March 31, 2023, the Company had $ 50,471 in cash held outside of the Trust Account and owes $ 3,063,779 in accounts payable and accrued expenses and an additional $ 420,539 to related parties.

The Company anticipates that the cash held outside of the Trust Account as of March 31, 2023 will not be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time.

As of June 30, 2023, the Company had $ 50,193 in cash held outside of the Trust Account and owes $ 4,664,539 in accounts payable and accrued expenses and an additional $ 966,401 to related parties.

The Company anticipates that the cash held outside of the Trust Account as of June 30, 2023 will not be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time.

The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans.

In connection with the Company’s assessment of going concern considerations in accordance with ASC Subtopic 205-40,

“Presentation of Financial Statements – Going Concern”, the Company has until May 22, 2023 (unless extended as described above) to consummate a Business Combination.

“Presentation of Financial Statements – Going Concern”, the Company has until August 22, 2023 (unless extended as described above) to consummate a Business Combination.

If a Business Combination is not consummated by this date and an Additional Extension not obtained, there will be a mandatory liquidation and subsequent dissolution of the Company.

3 unchanged sentences

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q

and Article 8 of Regulation S-X

Article 8 of Regulation S-X

Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

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which contains the initial audited financial statements and notes thereto for the period ended December 31, 2022, as filed with the SEC on March 31, 2023.

The interim results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the period ending December 31, 2023 or for any future interim periods.

The breakout of loss from operations on the condensed statement of operations for the three months ended March 31, 2022, has been revised to conform to the current presentation.

The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the period ending December 31, 2023 or for any future interim periods.

The breakout of loss from operations on the condensed statement of operations for the three and six months ended June 30, 2022, has been revised to conform to the current presentation.

This presentation did not impact any other financial statement line items.

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Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging

growth companies but any such election to opt out is irrevocable.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

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Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which

management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those estimates.

1 unchanged sentence

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had no cash equivalents as of March 31, 2023 and December 31, 2022, respectively.

Marketable Securities Held in Trust Acco u

The Company had no cash equivalents as of June 30, 2023 and December 31, 2022, respectively.

Marketable Securities Held in Trust Account

Substantially all of the assets held in the Trust Account were held in U.S.

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Trading securities are presented on the balance sheet at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of investments held in Trust Account are included in investment income on marketable securities held in Trust Account in the accompanying statement of operations.

of operations.

The estimated fair values of investments held in Trust Account are determined using available market information.

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Warrant Liability

The Company accounts for the Public and Private Placement warrants issued in connection with the Public Offering in accordance with the guidance contained in ASC Topic 815-40

and ASC Topic 480.

The Company accounts for the Public and Private Placement warrants issued in connection with the Public Offering in accordance with the guidance contained in ASC Topic 815-40 and ASC Topic 480.

Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability.

Accordingly, the Company will classify each warrant as a liability at its fair value.

This liability is subject to re-measurement

liability is subject to re-measurement

at each balance sheet date.

With each such re-measurement,

the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations.

Net Income (Loss) Per Ordinary Share

With each such

re-measurement,

warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations.

Net (Loss) Income Per Ordinary Share

The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares.

Income and losses are shared pro rata between the two classes of shares.

Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period.

Net loss for the period from inception to IPO was allocated fully to Class B ordinary shares.

With respect to the accretion of Class A ordinary shares subject to possible redemption, the Company treated accretion in the same manner as a dividend, paid to the shareholder in the calculation of the net income (loss) per ordinary share.

Net (loss) income per ordinary share is calculated by dividing the net (loss) income by the weighted average ordinary shares outstanding for the respective period.

The earnings per share presented in the statement of operations is based on the following:

For the Three Months Ended

For the Six Months Ended

Net (loss) income

Accretion of temporary equity to redemption value

Net (loss) income including accretion of temporary equity to redemption value

For the three months ended March 31,

Net income including accretion of temporary equity to redemption value

For the Three Months Ended

Basic and diluted net (loss) income per share:

Allocation of net income including accretion of temporary equity

Allocation of accretion of temporary equity to redemption value

Allocation of net

(loss) income

Weighted-average shares outstanding

Basic and diluted net (loss) income per share

For the Six Months Ended

Basic and diluted net (loss) income per share:

Allocation of net (loss) income including accretion of temporary equity

Allocation of accretion of temporary equity to redemption value

Allocation of (loss) income

Allocation of net

(loss) income

Weighted-average shares outstanding

Basic and diluted net (loss) income per share

Net income (loss) per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period.

The Company has not considered the effect of the 27,840,000 ordinary shares issuable upon exercise of the Public Warrants and Private Placement Warrants in the calculation of diluted loss per share, since the exercise of such warrants are contingent

upon the occurrence

of future events and the inclusion of such warrants would be anti-dilutive.

Net (loss) income per share is computed by dividing net (loss) income by the weighted average number of ordinary shares outstanding during the period.

Class A Ordinary Shares Subject to Possible Redemption

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The Company’s Class A ordinary shares sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.

The Company has made a policy election in accordance with ASC

480-10-S99-3A

The Company has made a policy election in accordance with ASC 480-10-S99-3A

and will recognize changes in redemption value in additional paid-in

1 unchanged sentence

capital) immediately as they occur.

The Company recorded accretion of $ 1,288,233 and $ 20,308 in accumulated deficit for the period ended March 31, 2023 and 2022, respectively.

For the period ended March 31, 2023, the Company recorded redemption of $ 255,875,758 and $ 347,587 was deposited in the Trust Account for extension funding.

The Company recorded accretion of $ 712,810 and $ 2,001,043 in accumulated deficit for three and six months ended June 30, 2023, respectively, and $ 368,774 and $ 389,082 in accumulated deficit for the three and six months ended June 30, 2022, respectively.

For the period ended June 30, 2023, the Company recorded redemption of $ 255,875,758 and $ 695,173 was deposited in the Trust Account for extension funding.

The Company accounts for income taxes under ASC Topic 740, “Income Taxes” (“ASC 740”).

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For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

There were no unrecognized tax benefits as of March 31, 2023 and December 31, 2022.

There were no unrecognized tax benefits as of June 30, 2023 and December 31, 2022.

The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction.

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The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

As of March 31, 2023 and December 31, 2022, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties.

As of June 30, 2023 and December 31, 2022, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Recent Accounting Pronouncements

does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Note 3 — Related Party Transactions

Promissory Note — Related Party

Promissory Notes — Related Party

On April 27, 2021, the Sponsor agreed to loan the Company up to $ 300,000 to be used for a portion of the expenses of the Public Offering.

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In connection with the closing of the Public Offering, the Company paid down $ 90,922 of the outstanding balance.

As of March 31, 2023 and December 31, 2022, the Company had $ 171,346 outstanding under the promissory note.

The Sponsor has agreed to defer repayment of the loan until the close of the Business Combination.

As of June 30, 2023 and December 31, 2022, the Company had $ 171,346 outstanding under the promissory note.

The Sponsor has agreed to defer repayment of the loan until the close of the Business Combination, respectively.

On April 5, 2023, the Company issued an unsecured promissory note (the “Note”) in the principal amount of up to $ 1,500,000 to the Sponsor, which may be drawn down by the Company from time to time prior to the consummation of the Company’s Business Combination.

The Note does no t bear interest, matures on the date of consummation of the Business Combination and is subject to customary events of default.

As of June 30, 2023, the Company had $ 515,862 outstanding under the Note.

Working Capital Loans

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The warrants would be identical to the Private Placement Warrants.

As of March 31, 2023 and December 31, 2022, the Company had no borrowings under the Working Capital Loans.

As of June 30, 2023 and December 31, 2022, the Company had no borrowings under the Working Capital Loans.

Office Space, Secretarial and Administrative Services

Through the earlier of consummation of the initial Business Combination and the liquidation, the Company incurs $ 10,000 per month for office space, utilities, secretarial support and administrative services provided by the Sponsor.

For the three months ended March 31, 2023 and 2022, the Company has incurred $ 30,000 and $ 30,000 , respectively.

For the three and six months ended June 30, 2023 and 2022, the Company has incurred

$ 30,000 and $ 60,000 , respectively.

No amounts have been paid for these services.

As of March 31, 2023 and December 31, 2022, the Company reported on the balance sheets $ 105,000 and $ 120,000 , respectively, pursuant to this agreement, in “Due to related party”.

As of June 30, 2023 and December 31, 2022, the Company reported on the balance sheets

$ 135,000 and $ 120,000 , respectively, pursuant to this agreement, in “Due to related party”.

Note 4 — Prepaid Expenses

The Company’s prepaid expenses as of March 31, 2023 and December 31, 2022 primarily consisted of insurance.

March 31, 2023

The Company’s prepaid expenses as of June 30, 2023 and December 31, 2022 primarily consisted of insurance.

June 30, 2023

December 31, 2022

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Other prepaid expenses

Note 5 — Accounts Payable and Accrued Expenses

The Company’s accounts payable and accrued expenses as of June 30, 2023 and December 31, 2022 primarily consisted of legal accruals.

June 30, 2023

December 31, 2022

Legal accrual

Other payables and expenses

Note 6 — Commitments & Contingencies

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The Company will bear the expenses incurred in connection with the filing of any such registration statements.

day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company complete a liquidation, merger, share exchange or other similar transaction that results in all of the public shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Except as described herein, the Sponsor and its directors and executive officers have agreed not to transfer, assign or sell any of their Founder Shares until the earliest of (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -tradingday period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company complete a liquidation, merger, share exchange or other similar transaction that results in all of the public shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Any permitted transferees would be subject to the same restrictions and other agreements of the Sponsor and its directors and executive officers with respect to any founder shares.

Any permitted transferees will be subject to the same restrictions and other agreements of the Sponsor with respect to any Founder Shares.

Any permitted transferees will be subject to

the same restrictions and other agreements of the Sponsor with respect to any Founder Shares.

The Company refers to such transfer restrictions throughout the Public Offering as the lock- up.

1 unchanged sentence

Underwriting Agreement

The underwriters are entitled to a deferred underwriting commission of 3.5 % of the gross proceeds of the Public Offering upon the completion of the Company’s initial Business Combination.

As discussed in Note 9 (“Subsequent Events”), in April 2023, the underwriters waived any right to receive the deferred underwriting commission and will therefore receive no additional underwriting commissions in connection with the Closing.

Note 6 — Warrant Liabilities

The underwriters were entitled to a deferred underwriting commission of 3.5 % of the gross proceeds of the Public Offering upon the completion of the Company’s initial Business Combination.

In April 2023, t he

underwriters waived any right to receive the deferred underwriting commission and will therefore receive no additional underwriting commissions in connection with the Closing.

As a result, the Company recognized $

of income and $

was recorded to accumulated deficit in relation to the reduction of the deferred underwriter fee.

As of June 30, 2023 and December 31, 2022, the deferred underwriting fee is $

, respectively.

To account for the waiver of the deferred underwriting fee, the Company analogized to the SEC staff’s guidance on accounting for reducing a liability for “trailing fees”.

Upon the waiver of the deferred underwriter fee, the Company reduced the deferred underwriter liability to $ 0 and reversed the previously recorded cost of issuing the instruments in the IPO, which included recognizing a contra-expense of $ 425,040 , which is the amount previously allocated to liability classified warrants and expensed upon the IPO, and reduced the accumulated deficit and increased income available to Class B ordinary shares by $ 9,234,960 , which was previously allocated to the Class A ordinary shares subject to redemption and accretion recognized at the IPO date.

Proposed Business Combination

On April 19, 2023, the Company entered into a Business Combination Agreement, by and among the Company, ESGEN OpCo, LLC, a Delaware limited liability company and wholly-owned subsidiary of ESGEN (“OpCo”), Sunergy Renewables, LLC, a Nevada limited liability company (“Sunergy”), the Sunergy equityholders set forth on the signature pages thereto (collectively, “Sellers” and each, a “Seller”, and collectively with Sunergy, the “Sunergy Parties”), for limited purposes, the Sponsor, and for limited purposes, Timothy Bridgewater, an individual, in his capacity as the Sellers Representative (the “Business Combination Agreement”).

In accordance with the terms and subject to the conditions of the Business Combination Agreement, among other things:

(i) prior to the consummation of the Business Combination (the “Closing”), each issued and outstanding Class B ordinary share, par value $ 0.0001 per share, of ESGEN will convert into one ESGEN Class A ordinary share, par value $ 0.0001 per share, of ESGEN (the “ESGEN Share Conversion”);

and (ii) following the ESGEN Share Conversion but prior to the Closing, ESGEN will, subject to the receipt of the requisite shareholder approval, transfer by way of continuation from the Cayman Islands to the State of Delaware and domesticate as a Delaware corporation (the “Domestication”).

In connection with the Domestication, (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, (B) each outstanding warrant to purchase one ESGEN Class A Ordinary Share 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 and will adopt bylaws 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”).

In accordance with the terms and subject to the conditions of the Business Combination Agreement, 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 prior to 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”).

At the Closing, 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 as of immediately prior to the Closing (after giving effect to the exercise of redemption rights by any ESGEN shareholders)), and (2) a number of newly issued shares of Class V common stock of ESGEN, par value $ 0.0001 per share, which will generally have only voting rights (the “ESGEN Class V Common Stock”), equal to the number of Seller OpCo Units (as defined in the Business Combination Agreement) (the “Seller Class V Shares”) and (y) in exchange, OpCo shall issue to ESGEN (i) a number of common units of OpCo (the “OpCo Units”) which shall equal the number of total shares of ESGEN Class A Common Stock issued and outstanding immediately after the Closing and (ii) a number of warrants to purchase OpCo Units which shall equal the number of SPAC Warrants issued and outstanding immediately after the Closing (the transactions described above in this paragraph, the “ESGEN Contribution”).

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 V Shares.

(the “Registration Statement”) in accordance with the provisions of the Securities Act, registering the ESGEN Class A Common Stock to be issued in connection with the Business Combination Agreement, (iv) receipt of the required approvals of ESGEN’s shareholders at a meeting of the shareholders of ESGEN in connection with the Business Combination, (v) the ESGEN Class A Common Stock to be issued in connection with the Business Combination immediately after Closing shall be listed on Nasdaq and ESGEN will be able to satisfy any continued listing requirements of Nasdaq immediately after Closing, (vi) if the ESGEN shareholders do not approve the Redemption Limitation Amendment (as defined in the Business Combination Agreement), ESGEN having at least $ 5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1)

of the Exchange Act) remaining immediately after any holders of the ESGEN Class A Ordinary Shares exercise their redemption rights, (vii) the members of the post-Business Combination ESGEN board of directors shall have been elected or appointed in accordance with the Business Combination Agreement and (viii) the aggregate transaction proceeds, including from the Trust Account 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, and the proceeds resulting from the Initial PIPE Investment (as defined below) and any financing agreements executed in furtherance of the Business Combination Agreement, shall be greater or equal to $ 20.0 million.

Concurrently with the execution of the Business Combination Agreement, ESGEN entered into a subscription agreement (the “Initial Subscription Agreement”) with Sponsor.

Pursuant to the Initial Subscription Agreement, Sponsor agreed to subscribe for and purchase, and ESGEN agreed to issue and sell to Sponsor, concurrently with

the Closing, an aggregate of 1,000,000 shares of ESGEN Class A Common Stock for a purchase price of $ 10.00 per share, for aggregate gross proceeds of $ 10,000,000 (the “Initial PIPE Investment”).

The closing of the Initial PIPE Investment is contingent upon, among other things, the substantially concurrent consummation of the Business Combination.

The Initial Subscription Agreement provides that ESGEN will grant Sponsor certain customary registration rights.

In addition to the Initial PIPE Investment, under the Business Combination Agreement, ESGEN and Sunergy have agreed to use their reasonable best efforts to identify other investors to enter into equity financing agreements (the “Additional Financing Agreements” and, together with the Initial Subscription Agreement, the “Financing Agreements”), in form and substance reasonably acceptable to ESGEN and Sunergy, to support the transaction (such equity financing under the Financing Agreements, collectively, herein referred to as the “Private Placements”).

The Business Combination is expected to close in the fourth quarter of 2023, following the receipt of the required approvals by our shareholders and the fulfillment of other customary closing conditions.

— Warrant Liabilities

The Company accounts for the 27,840,000 warrants issued in connection with the Public Offering ( 13,800,000 Public Warrants and 14,040,000 Private Placement Warrants) in accordance with the guidance contained in ASC Topic 815-40.

Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability.

Accordingly, the Company will classify each warrant as a liability at its fair value.

Accordingly, the Company classifies each warrant as a liability at its fair value.

This liability is subject to remeasurement at each balance sheet date.

4 unchanged sentences

The warrants will become exercisable 30 days after the completion of the Company’s initial Business Combination and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement;

effective amendment to the registration statement of which this prospectus forms a part or a new registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement;

provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

9 unchanged sentences

upon a minimum of 30 days’ prior written notice of redemption to each warrant holder;

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-dilution Adjustments”) for any 20 trading days within a 30 -trading

day period ending three trading days before the Company sends the notice of redemption to the warrant holders.

period ending three trading days before the Company sends the notice of redemption to the warrant holders.

Redemption of warrants when the price per Class

3 unchanged sentences

at $ 0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption;

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ 10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-dilution Adjustments”) for any 20 trading days within the 30

day period ending three trading days before the Company sends the notice of redemption to the warrant holders;

Private Warrants

9 unchanged sentences

If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

Note 7 — Recurring Fair Value Measurements

As of March 31, 2023 and December 31, 2022, investments held in the Trust Account are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets.

— Recurring Fair Value Measurements

As of June 30, 2023 and December 31, 2022, investments held in the Trust Account are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets.

The Company’s Public Warrants are traded on the Nasdaq.

1 unchanged sentence

The fair value of the Public Warrant liabilities is classified within Level 1 of the fair value hierarchy.

At March 31, 2023 and December 31, 2022, the Company considers the Private Warrants to be economically equivalent to the Public Warrants.

At June 30, 2023 and December 31, 2022, the Company considers the Private Warrants to be economically equivalent to the Public Warrants.

As such, the valuation of the Public Warrants was used to value the Private Warrants.

The fair value of the Private Warrant liabilities is classified within Level 2 of the fair value hierarchy.

The following tables presents fair value information as of March 31, 2023 and December 31, 2022 of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

March 31, 2023

The following tables presents fair value information as of June 30, 2023 and December 31, 2022 of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

June 30, 2023

Marketable securities held in Trust Account

8 unchanged sentences

There were no transfers to or from Levels 1, 2 or 3.

Note 8 — Shareholders’ Deficit

— Shareholders’ Deficit

Preference shares

—The Company is authorized to issue 1,000,000 preference shares with a par value of $ 0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

As of March 31, 2023 and December 31, 2022, there were no preference shares issued or outstanding.

As of June 30, 2023 and December 31, 2022, there were no preference shares issued or outstanding.

A ordinary shares

—The Company is authorized to issue 250,000,000 Class A ordinary shares with a par value of $ 0.0001 per share.

As of March 31, 2023 and December 31, 2022, there were no Class A ordinary shares issued or outstanding other than the 2,896,555 and 27,600,000

Class A ordinary shares subject to possible redemption that are accounted for outside of the shareholders’ deficit section of the condensed balance sheets.

As of June 30, 2023 and December 31, 2022, there were no Class A ordinary shares issued or outstanding other than the 2,896,555 and 27,600,000 Class A ordinary shares subject to possible redemption that are accounted for outside of the shareholders’ deficit section of the condensed balance sheets, respectively.

B ordinary shares

—The Company is authorized to issue 25,000,000 Class B ordinary shares

with a par value of $ 0.0001 per share.

—The Company is authorized to issue 25,000,000 Class B ordinary shares with a par value of $ 0.0001 per share.

Holders are entitled to one vote for each share of Class B ordinary shares.

As of March 31, 2023 and December 31, 2022, there were 6,900,000 Class B ordinary shares issued and outstanding.

As of June 30, 2023 and December 31, 2022, there were 6,900,000 Class B ordinary shares issued and outstanding.

Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law.

Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders.

The Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the Trust Account if the Company fails to consummate an initial Business Combination) at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted

Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the Trust Account if the Company fails to consummate an initial Business Combination) at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted

basis, 20 % of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, any of its affiliates or any members of the Company’s management team upon conversion of Working Capital Loans.

In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

This is different than some other similarly structured blank check companies in which the initial shareholders will only be issued an aggregate of 20 % of the total number of shares to be outstanding prior to the initial Business Combination.

Note 9 — Subsequent Events

Termination Date

In connection with the January 18, 2023 Meeting to extend the Termination Date up to six times each by one additional month, the Company has deposited a total of $ 3,447,587 into the Trust Account.

The Company’s current Additional Extension Date as of the date hereof is May 22, 2023.

Proposed Business Combination

In accordance with the terms and subject to the conditions of the Business Combination Agreement, among other things:

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 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”).

At the Closing, 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)), and (2) a number of newly issued shares of Class V common stock of ESGEN, par value $ 0.0001 per share, which will generally have only voting rights (the “ESGEN Class V Common Stock”), equal to the number of Seller OpCo Units (as defined in the Business Combination Agreement) (the “Seller Class V Shares”) and (y) in exchange, OpCo shall issue to ESGEN (i) a number of common units of OpCo (the “OpCo Units”) which shall equal the number of total shares of ESGEN Class A Common Stock issued and outstanding immediately after the Closing and (ii) a number of warrants to purchase OpCo Units which shall equal the number of SPAC Warrants issued and outstanding immediately after the Closing (the transactions described above in this paragraph, the “ESGEN Contribution”).

The obligation of ESGEN, the Sunergy Parties and OpCo to consummate the Business Combination is subject to certain customary closing conditions, including, but not limited to, (i) the absence of any order, law or other legal restraint or prohibition enacted, issued or promulgated by any court of competent jurisdiction or other governmental entity of competent jurisdiction having the effect of making the Business Combination illegal or otherwise prohibiting the consummation of the Business Combination, (ii) the termination or expiration of any applicable waiting period applicable to the consummation of the Business Combination under the Hart-Scott-Rodino Act, (iii) the effectiveness of the Registration Statement on Form S-4 (the “Registration Statement”) in accordance with the provisions of the Securities Act, registering the ESGEN Class A Common Stock to be issued in connection with the Business Combination Agreement, (iv) receipt of the required approvals of ESGEN’s shareholders at a meeting of the shareholders of ESGEN in connection with the Business Combination, (v) the ESGEN Class A Common Stock to be issued in connection with the Business Combination immediately after Closing shall be listed on Nasdaq and ESGEN will be able to satisfy any continued listing requirements of Nasdaq immediately after Closing, (vi) if the ESGEN shareholders do not approve the Redemption Limitation Amendment (as defined in the Business Combination Agreement), ESGEN having at least $ 5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining immediately after any holders of the ESGEN Class A Ordinary Shares exercise their redemption rights, (vii) the members of the post-Business Combination ESGEN board of directors shall have been elected or appointed in accordance with the Business Combination Agreement and (viii) the aggregate transaction proceeds, including from the Trust Account 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, and the proceeds resulting from the Initial PIPE Investment (as defined below) and any financing agreements executed in furtherance of the Business Combination Agreement, shall be greater or equal to $ 20.0 million.

Concurrently with the execution of the Business Combination Agreement, ESGEN entered into a subscription agreement (the “Initial Subscription Agreement”) with Sponsor.

Pursuant to the Initial Subscription Agreement, Sponsor agreed to subscribe for and purchase, and ESGEN agreed to issue and sell to Sponsor, concurrently with the Closing, an aggregate of 1,000,000 shares of ESGEN Class A Common Stock for a purchase price of $ 10.00 per share, for aggregate gross proceeds of $ 10,000,000 (the “Initial PIPE Investment”).

The closing of the Initial PIPE Investment is contingent upon, among other things, the substantially concurrent consummation of the Business Combination.

The Initial Subscription Agreement provides that ESGEN will grant Sponsor certain customary registration rights.

Promissory Note

The Note does no t bear interest, matures on the date of consummation of 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.

As of May 11, 2023, there was approximately

$ 1,384,500 outstanding under the Note.

Deferred Underwriting Commission

In April 2023, the IPO underwriters have waived any right to receive the deferred underwriting commission and will therefore receive no additional underwriting commissions in connection with the Closing.

is different than some other similarly structured blank check companies in which the initial shareholders will only be issued an aggregate of

20 % of the total number of shares to be outstanding prior to the initial Business Combination.

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.

What changed 10-Q

Item 1. Financial Statements