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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 $255,875,758.
−Removed: The Company’s current Additional Extension Date as of the date hereof is May 22, 2023.
−Removed: 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”).
+Added: The Company’s current Additional Extension Date as of the date hereof is August 22, 2023.
+Added: 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 equity holders 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:
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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”).
−Removed: 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”).
+Added: 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.
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The Note does not bear interest, matures on the date of consummation of the Business Combination and is subject to customary events of default.
−Removed: 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.
−Removed: As of May 11, 2023, there was approximately $1,384,500 outstanding under the Note.
+Added: As of June 30, 2023, there was approximately $515,862 outstanding under the Note.
Results of Operations
−Removed: All of our activity from April 19, 2021 (inception) through March 31, 2023, was in preparation for our initial public offering, and since our initial public offering, including the effectuation of the Charter Amendment and the negotiation and entry into the Business Combination Agreement.
+Added: All of our activity from April 19, 2021 (inception) through June 30, 2023, was in preparation for our initial public offering, and since our initial public offering, including the effectuation of the Charter Amendment and the negotiation and entry into the Business Combination Agreement.
We will not generate any operating revenues until the closing and completion of our initial Business Combination.
−Removed: For the three months ended March 31, 2023, we had loss of $1,446,111, which consisted of a change in fair value of warrant liabilities of $874,176 and operating costs of $1,512,581, partially offset by interest income from marketable securities held in the Trust Account of $940,646.
−Removed: For the three months ended March 31, 2022, we had an income of $5,880,541, which consisted of a change in fair value of warrant liabilities of $6,735,360, interest income from marketable securities held in the Trust Account of $18,171, offset by formation and operating costs of $872,990.
+Added: For the three months ended June 30, 2023, we had a net loss of $1,411,072, which consisted of a change in fair value of warrant liabilities of $378,624 and operating costs of $1,822,712, partially offset by interest income from marketable securities held in the Trust Account of $365,224 and recovery of offering costs allocated to warrants of $425,040.
+Added: For the three months ended June 30, 2022, we had a net income of $1,494,631, which consisted of a gain on change in fair value of warrant liabilities of $1,527,600, interest income from marketable securities held in Trust Account of $368,774, offset by operating costs of $401,743.
+Added: For the six months ended June 30, 2023, we had a net loss of $2,857,183, which consisted of a change in fair value of warrant liabilities of $1,252,800 and operating costs of $3,335,293, partially offset by interest income from marketable securities held in the Trust Account of $1,305,870 and recovery of offering costs allocated to warrants of $425,040.
+Added: For the six months ended June 30, 2022, we had a net income of $7,375,172, which consisted of a gain on change in fair value of warrant liabilities of $8,262,960, interest income from marketable securities held in Trust Account of $386,945, offset by formation and operating costs of $1,274,733.
Liquidity and Capital Resources
−Removed: As of March 31, 2023, we had cash of $50,471 and owe $3,063,779 in accounts payable and accrued expenses and an additional $420,539 payable to related parties.
−Removed: Prior to the completion of our initial public offering, our liquidity needs had been satisfied through a capital contribution from the sponsor of $25,000 and a loan to us of up to $300,000 by our sponsor under an unsecured promissory note, which had an outstanding balance of $171,346 at March 31, 2023 and December 31, 2022.
+Added: As of June 30, 2023, we had cash of $50,193 and owe $4,664,539 in accounts payable and accrued expenses and an additional $996,401 payable to related parties.
+Added: Prior to the completion of our initial public offering, our liquidity needs had been satisfied through a capital contribution from the sponsor of $25,000 and a loan to us of up to $300,000 by our sponsor under an unsecured promissory note, which had an outstanding balance of $171,346 at June 30, 2023 and December 31, 2022.
The Sponsor has agreed to defer repayment of the loan until the close of the Business Combination.
On April 5, 2023, we issued an unsecured promissory note (the “Note”) in the principal amount of up to $1,500,000 to our Sponsor, which may be drawn down by us from time to time prior to the consummation of the initial Business Combination.
−Removed: As of May 11, 2023, there was approximately $1,384,500 outstanding under the Note.
+Added: As of June 30, 2023, there was approximately $515,862 outstanding under the Note.
In addition, in order to finance transaction costs in connection with a business combination, our Sponsor, an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, provide us Working Capital Loans.
−Removed: As of March 31, 2023 and December 31, 2022, there were no amounts outstanding under any Working Capital Loans.
+Added: As of June 30, 2023 and December 31, 2022, there were no amounts outstanding under any Working Capital Loans.
Based on the foregoing, management believes that we will not have sufficient working capital and borrowing capacity to meet our needs through the earlier of the consummation of a Business Combination or one year from this filing.
Over this time period, we will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.
−Removed: 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.
+Added: 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 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.
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It is uncertain whether the company will be able to consummate a Business Combination or obtain an Additional Extension by this time.
−Removed: No adjustments have been made to the carrying amounts of assets or liabilities should the company be required to liquidate after May 22, 2023 (unless extended as described above).
+Added: No adjustments have been made to the carrying amounts of assets or liabilities should the company be required to liquidate after August 22, 2023 (unless extended as described above).
Contractual Obligations
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The IPO underwriters were entitled to a deferred underwriting commission of 3.5% of the gross proceeds of our IPO upon the completion of our initial Business Combination.
−Removed: However, in April 2023, the IPO underwriters have waived any right to receive such deferred underwriting commissions and will therefore receive no additional underwriting commissions in connection with the Closing.
+Added: In April 2023, the IPO underwriters waived any right to receive such deferred underwriting commissions and will therefore receive no additional underwriting commissions in connection with the Closing.
Office Space, Secretarial and Administrative Services
Through the earlier of consummation of the initial Business Combination or the liquidation, the Company incurs $10,000 per month for office space, utilities, secretarial support and administrative services provided by the Sponsor.
−Removed: For the three months ended March 31, 2023 and 2022, the Company incurred $30,000 and $30,000, respectively, pursuant to this agreement.
+Added: For the three and six months ended June 30, 2023, the Company incurred $30,000 and $60,000, respectively, pursuant to this agreement.
+Added: For the three and six months ended June 30, 2023, the Company incurred $30,000 and $60,000, respectively, pursuant to this agreement.
No amounts have been paid for these services.
−Removed: 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”.
+Added: 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”.
Registration Rights
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The Business Combination Agreement contemplates that, at the Closing, Sunergy, Sunergy’s underlying equityholders and the Initial Shareholders (as defined below) (collectively, the “New PubCo Holders”) and New PubCo will enter into an amended and restated IPO Registration Rights Agreement (the “A&R Registration Rights Agreement”), pursuant to which, among other things, New PubCo and the Initial Shareholders will agree to amend and restate the Registration and Shareholder Rights Agreement, dated as of October 22, 2021, entered into by them in connection with ESGEN’s IPO.
−Removed: Pursuant to the A&R Registration Rights Agreement, New PubCo will agree that, within 30 days following the consummation of the Business Combination, it will use its commercially reasonable efforts to file a resale shelf registration statement on behalf of Sunergy, Sunergy’s underlying equityholders and the Initial Shareholders (the “New PubCo Holders”) registering (i) New PubCo’s private placement warrants, (ii) any outstanding shares of Class A common stock, par value $0.0001 per share, of New PubCo (“New PubCo Class A Common Stock”) held by the New PubCo Holders, (iii) any shares of New PubCo Class A Common Stock issued or issuable upon exchange of an equivalent number of Class B units of OpCo and Class V common stock of New PubCo, par value $0.0001 per share, issued to the Sellers pursuant to the Business Combination Agreement, (iv) any shares of New PubCo Class A Common Stock issued or to be issued to any of the New PubCo Holders in connection with the Business Combination and (v) any other equity security of New PubCo issued or issuable with respect to any of the foregoing by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”);
+Added: Pursuant to the A&R Registration Rights Agreement, New PubCo will agree that, within 30 days following the consummation of the Business Combination, it will use its commercially reasonable efforts to file a resale shelf registration statement on behalf of Sunergy, Sunergy’s underlying equityholders and the Initial Shareholders (the “New PubCo Holders”) registering (i) New PubCo’s private placement warrants, (ii) any outstanding shares of Class A common stock, par value $0.0001 per share, of New PubCo (“New PubCo Class A Common Stock”) held by the New PubCo Holders, (iii) any shares of New PubCo Class A Common Stock issued or issuable upon exchange of an equivalent number of Class B units of OpCo and Class V common stock of New PubCo, par value $0.0001 per share, issued to the Sellers pursuant to the Business Combination Agreement, (iv) any shares of New PubCo Class A Common Stock issued or to be issued to any of the New PubCo Holders in connection with the Business Combination and (v) any other equity security of New PubCo issued or issuable with respect to any of the foregoing by way of a stock dividend or stock split or in connection
+Added: with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”);
provided, however, that as to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (A) a registration statement with respect to the sale of such Registrable Securities becomes effective under the Securities Act and such Registrable Securities shall have been sold, transferred, disposed of or exchanged in accordance with such registration statement, (B) such Registrable Securities shall have been otherwise transferred and such transferee is not entitled to the registration rights provided in the A&R Registration Rights Agreement, (C) such Registrable Securities shall have ceased to be outstanding, or (D) such Registrable Securities may be sold without registration pursuant to Rule 144 and Rule 145, as applicable, promulgated under the Securities Act (or any successor rule promulgated thereto) (but with no volume or other restrictions or limitations).
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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.