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Item 9A. Controls and Procedures

2024-03-25 compared with 2023-03-31 · 1926 added, 882 removed, 169 unchanged (94% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms.

Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Our management evaluated, with the participation of our principal executive officer and principal financial and accounting officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2022, pursuant to Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, our Certifying Officers concluded that, as of December 31, 2022, our disclosure controls and procedures were not effective because of the identification of a material weakness in our internal control over financial reporting described below.

In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S.

Disclosure controls are procedures that are designed

with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report,

is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms.

Disclosure controls

are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the

Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Our management

evaluated, with the participation of our principal executive officer and principal financial and accounting officer, the effectiveness

of our disclosure controls and procedures as of December 31, 2023, pursuant to Rule 13a-15(b) under the Exchange Act.

Based upon that

evaluation, our principal executive officer and principal financial and accounting officer concluded that, as of December 31, 2023, our

disclosure controls and procedures were not effective because of the identification of a material weakness in our internal control over

financial reporting described below.

In light of this material weakness, we performed additional analysis as deemed necessary to ensure

that our financial statements were prepared in accordance with U.S.

generally accepted accounting principles.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Report on Internal Controls Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for us.

Under the supervision and with the participation of our chief executive officer and chief financial officer, our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022 based on criteria specified in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our assessment, our management, including our chief executive officer and chief financial officer, concluded that, as of December 31, 2022, our internal control over financial reporting was not effective as of December 31, 2022.

We identified material weaknesses in our internal control over financial reporting, specifically, we did not design and maintain an effective control environment to prevent or detect material misstatements to the financial statements.

Specifically, we lacked a sufficient complement of personnel with an appropriate level of internal controls and accounting knowledge, training and experience commensurate with our financial reporting requirements.

Specifically, management did not design and maintain effective controls over the calculation of earnings per share and classification of the reinvestment of interest and dividend income in the Trust Account in the statement of cash flows.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

We do not expect that our disclosure controls and procedures

will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no matter how well conceived and operated, can

provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Further, the design

of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative

to their costs.

Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and

procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any.

of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can

be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Report on Internal Controls Over Financial

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting (as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f))

Under the supervision and with the participation of our chief executive officer and chief financial officer, our management assessed

the effectiveness of our internal control over financial reporting as of December 31, 2023 based on criteria specified in Internal Control—Integrated

Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our assessment, our management,

including our chief executive officer and chief financial officer, concluded that, as of December 31, 2023, our internal control over

financial reporting was not effective as of December 31, 2023.

We identified material weaknesses in our internal control over financial

reporting, specifically, we did not design and maintain an effective control environment to prevent or detect material misstatements to

the financial statements.

Specifically, we lacked a sufficient complement of personnel with an appropriate level of internal controls

and accounting knowledge, training and experience commensurate with our financial reporting requirements.

Specifically, management did

not design and maintain effective controls over the calculation of earnings per share and classification of the reinvestment of interest

and dividend income in the Trust Account in the statement of cash flows.

A material weakness is a deficiency, or combination of deficiencies,

in internal control over financial reporting, such that there is reasonable possibility that a material misstatement of the annual or

interim financial statements will not be prevented or detected on a timely basis.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs.

There were no changes in our internal control over financial

reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have

materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Further, the design

of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative

to their costs.

Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and

procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any.

of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can

be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

OTHER INFORMATION.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

THAT PREVENT INSPECTIONS.

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Our officers, directors and director nominees are as follows:

Andrea Bernatova

Chief Executive Officer and Director

Nader Daylami

Chief Financial Officer

James P Benson

Director (Chairman)

Sanjay Bishnoi

Andrea (“Andrejka”) Bernatova serves as our Chief Executive Officer and as a member of the board of directors.

Bernatova served as the CFO and Senior Advisor of Enchanted Rock Energy, a blue-chip resiliency microgrid company from 2019 to 2021.

From 2018 to 2019, she was the CFO of Goodnight Midstream, one of the largest midstream water infrastructure companies in the US.

Prior to Goodnight, Ms.

Bernatova was the co-founder, EVP and CFO of Core Midstream, a venture infrastructure platform, from 2016 to 2018.

Bernatova started her corporate career as the Vice President of Finance and Investor Relations at PennTex Midstream Partners (NA:

PTXP) from 2014 to 2016.

At PennTex, she was part of the management team which started the company, grew the platform significantly ultimately leading to an IPO in 2015 and successfully exited the company via a sale to Energy Transfer Partners, L.P.

ET) and Eagle Claw Midstream in 2016.

Prior to her corporate and entrepreneurial experiences, Ms.

Bernatova was an investment banker at Morgan Stanley and Credit Suisse in New York and Houston and served in investment roles at The Blackstone Group in New York and at Mubadala Development Company, ~$250 billion Abu Dhabi investment fund, based in the United Arab Emirates, where she focused primarily on transactions in the renewable sector under the partnership with Masdar.

Bernatova received her A.B.

in Government from Harvard University with a Citation in Spanish.

Due to her extensive operational and leadership experience in the energy industry, we believe Ms.

Bernatova is well-qualified to serve on our board of directors.

Nader Daylami serves as our Chief Financial Officer.

Prior to joining the company, Mr.

Daylami served as the Executive Vice President, Finance & Business Development, of Bruin E&P Partners, LLC (“Bruin”), an energy development company focused in North America.

Daylami co-founded Bruin in 2015, joining as Director of Finance.

At Bruin, he and the management team grew the company significantly via acquisition and organic growth ultimately leading to an exit via a sale to Enerplus Corporation (NYSE:

ERF) in 2021.

Prior to his time at Bruin, Mr.

Daylami served in multiple strategic and commercial roles at Ursa Resources.

Daylami began his career as an investment banker at Morgan Stanley focused on mergers and acquisitions and capital markets in the energy sector.

Daylami holds bachelor degrees in Economics & Mathematics from the University of California, San Diego.

Benson serves as the Chairman of our board of directors.

Benson is a founding partner of Energy Spectrum, where he oversees Energy Spectrum’s efforts in sourcing investments, transaction evaluation, negotiation, executing and financing, monitoring of portfolio companies and the firm’s management and strategy.

With approximately 37 years of venture capital and private equity, investment banking, financial advisory and commercial banking experience, Mr.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE

Our officers and directors are as follows:

Timothy Bridgewater

Chief Executive Officer, Chief Financial Officer and Director

Chief Operating Officer

Gianluca “Luke” Guy

Chief Installation and Strategy Officer and Director

Brandon Bridgewater

Chief Sales Officer

Stirling Adams

General Counsel and Secretary of the Board

Timothy Bridgewater.

Bridgewater has

served as Zeo’s Chief Executive Officer, Chief Financial Officer and chairman of the board since its creation in October 2021.

served as a founder and manager for Sunergy’s predecessor company Sun First Energy since October 2019 until the Contribution of

Sun First Energy, LLC into Sunergy in October 2021.

From July 2002 to the present, Mr.

Bridgewater has been a founder and managing director

of Capitol Financial Strategies, LLC (also known as Interlink Capital Strategies), an investment advisory services company, where he has

advised on debt and private equity investments in industries ranging from mining, building materials, renewable energy, and automotive

component manufacturing to electronics and software technologies in the U.S.

Bridgewater is the manager of Sunergy Solar

From October 2018 to September 2020, Mr.

Bridgewater held the position of manager at Micro Bolt, an energy development company.

April 2020, he has served as a manager at Prometheus Power Partners, LLC, a commercial and utility-scale solar energy development company.

From November 2019 to April 2021, Mr.

Bridgewater served as the Chief Financial Officer of Tintic Consolidated Metals, LLC, a mining company,

and from November 2019 to November 2021, he served as a Vice President for that company.

Bridgewater earned his B.S.

in Finance from

Brigham Young University and completed graduate studies in International Economics from University of Utah.

We believe that Mr.

is qualified to serve both as a member of our management team and the Board because of his visionary leadership of Zeo from inception

to date, his experience in energy development, and his over 30 years of commercial and international banking, international finance and

business development experience working in the U.S., Asia and Latin America.

Kalen Larsen.

Larsen serves as Zeo’s

Chief Operating Officer, overseeing regional sales, dealer relations, operations, and process enhancements.

He served as Zeo’s Chief

of Sales and Marketing from October 2021 until Closing.

In September 2019, he co-founded Sun First Energy and co-managed sales and operations

there until its Contribution that formed Sunergy in October 2021.

Larsen began his solar career in October 2016 at Vivint Solar, LLC

and worked there until October 2017.

He worked at and co-managed a sales office at Vivint Inc.

from October 2017 to March 2019, and subsequently,

he managed a sales office for Atlantic Key Energy, LLC from March 2019 to October 2019.

Larsen holds an associate degree from Weber

State University with an emphasis in Spanish.

We believe Mr.

Larsen is qualified to serve as a member of our management team because of

his sales and operations experience and proven track record in the solar energy industry.

Gianluca “Luke” Guy .

as Zeo’s Chief Installation and Strategy Officer, and has served as a director since the Closing of the Business Combination Mr.

Guy also currently serves as the Financially Responsible Officer at Sunergy Roofing & Construction, Inc., a subsidiary of Zeo, which

he co-founded in November 2020.

Guy is also the co-founder of Sunergy Solar, and oversaw sales, finance, and construction operations

until its Contribution that formed Sunergy in October 2021.

From January 2013 to August 2015, Mr.

Guy operated JHL Group, LLC, a company

he founded that provided marketing and sales for solar energy installation companies.

Guy holds a construction financial officer license

in the state of Florida.

We believe that Mr.

Guy is qualified to serve as a member of our management team and the Board because of his

pivotal role in driving Zeo’s business expansion through his expertise in sales, finance, construction, and strategic leadership.

Brandon Bridgewater .

Bridgewater has served

as Zeo’s Chief Sales Officer since October, 2021 and is the son of Timothy Bridgewater, Zeo’s Chairman, Chief Executive Officer

and Chief Financial Officer.

Bridgewater co-founded Sun First Energy, LLC, as its President and Chief Sales Officer, in September

2019 until its Contribution that formed Sunergy in October 2021.

From September 2017 to December 2018, Mr.

Bridgewater served as a Sales

Manager at Vivint Smart Home, Inc., a smart home company in the United States and Canada.

From August 2015 to September 2017, he served

as an Area Manager for Aptive Environmental, LLC, a pest control solution company.

Bridgewater earned his Bachelor of Science in Business

Finance (with an emphasis in Real Estate) from Brigham Young University’s Marriott School of Business in 2019.

We believe that Mr.

Bridgewater is qualified to serve as a member of our management team because of his track record in the solar energy industry and range

of sales experience.

Stirling Adams .

Adams serves as Zeo’s

General Counsel and Secretary.

Adams brings 30 years of legal experience to the executive team.

He has worked as a sole practitioner

attorney since November 2022, focusing on renewable energy and nuclear energy ventures and financing.

From August 2016 to October 2022,

he served as Vice President, Associate General Counsel, and Head of Intellectual Property at Micro Focus International plc (now owned

by OpenText Corporation), where he oversaw the company’s efforts to develop and protect intellectual property.

Prior to that, he

spent 21 years as in-house counsel at Novell, Inc., which was acquired by Micro Focus in 2014 through The Attachmate Group, where he served

in various roles, including at times supervising legal affairs for one or more of Novell’s business units, for its consulting services

arm, and for its Latin American and emerging markets businesses.

Throughout most of his career, Mr.

Adams has been engaged in international

business transactions, technology licensing, and M&A transactions.

He has lived and worked in Europe, South America, and China.

has taught as an adjunct professor of law at Brigham Young University, and holds a J.D.

degree from Boston University, along with a B.S.

in Computer Science and Statistics from Brigham Young University.

We believe that Mr.

Adams is qualified to serve as a member of our management

team because of his extensive legal expertise.

Allen serves as a

director of Zeo.

Allen is a tenured associate professor of accounting at the Marriott School of Management at Brigham Young University.

Allen holds a doctorate in business administration from Harvard Business School, as well as undergraduate and master’s degrees

in accounting from the University of Southern California.

She is a licensed CPA.

Prior to BYU, Dr.

Allen was a Lecturer in the Accounting

and Management Unit at Harvard Business School.

Prior to academia, Dr.

Allen worked as an external auditor for Deloitte.

research focuses on the political economy and economic consequences of accounting standard setting, as well as corporate governance and

Her work has been published in the Journal of Accounting and Economics, the Journal of Accounting Research, Management Science

and the Journal of Law Finance and Accounting and has been cited and discussed in Forbes Magazine, Harvard Business Review, Columbia Law

School Blue Sky blog, and the Institute for Truth in Accounting.

serves as a director of Zeo.

Benson is a founding partner of Energy Spectrum, where he oversees Energy Spectrum’s efforts in

sourcing investments, transaction evaluation, negotiation, executing and financing, monitoring of portfolio companies and the firm’s

management and strategy.

With approximately 37 years of venture capital and private equity, investment banking, financial advisory and

commercial banking experience, Mr.

Benson brings extensive relationships and his network across the energy industry to the company.

Benson currently serves as a director on the boards of multiple Energy Spectrum portfolio companies and has been on two public boards in the past.

Benson currently serves as a director on the boards of multiple Energy Spectrum portfolio companies and has been on two public boards

Prior to co-founding Energy Spectrum in 1996, Mr.

Benson served for 10 years as a Managing Director at R.

Reid Investments Inc., where his experience included energy-related private placements of debt and equity, acquisitions and divestitures.

Benson began his career at InterFirst Bank Dallas, where he served for four years and was responsible for various energy financings and financial recapitalizations.

Benson received his Bachelor of Science degree from the University of Kansas and his Master of Business Administration degree in Finance from Texas Christian University.

Benson served for ten years as a Managing Director at R.

Reid Investments

Inc., where his experience included energy-related private placements of debt and equity, acquisitions and divestitures.

his career at InterFirst Bank Dallas, where he served for four years and was responsible for various energy financings and financial recapitalizations.

Benson received his Bachelor of Science degree from the University of Kansas and his Master of Business Administration degree in Finance

from Texas Christian University.

Due to his extensive investment experience in the energy industry, we believe Mr.

Benson is well-qualified to serve on our board of directors.

Mayon serves as a member of our board of directors.

Mayon is a Partner at Energy Spectrum, where he is responsible for leading investment sourcing, conducting financial and strategic due diligence and monitoring portfolio company performance.

Currently, Mr.

Mayon serves as a director on the boards of eight active Energy Spectrum portfolio companies.

Prior to joining Energy Spectrum, Mr.

Mayon was an Associate with Key Principal Partners, a private equity fund that provides mezzanine and equity capital to middle market companies.

Mayon began his career as an investment banker with Banc of America Securities and Growth Capital Partners.

Mayon received his Bachelor of Business Administration in Finance and Bachelor of Arts in Biological Sciences degrees from Southern Methodist University, and his Master of Business Administration degree from the Wharton School of the University of Pennsylvania.

Benson is well qualified

to serve on our board of directors.

Bush serves as a director of

Bush has served on the board of directors of FutureTech II Acquisition Corp.

since February 2022.

Bush has been the sole

member of Neil Bush Global Advisors, LLC since January 1998.

Additionally, Mr.

Bush has been on the board of directors for Hong Kong Finance

Investment Holding Group since 2012.

Bush has also served as the co-chairman for CIIC since 2006 and as an adviser to CP Group since

Bush has served as a partner for Asia & America Consultants since March 2016 and the chairman of Singhaiyi since

Bush served on the board of Greffex, Inc.

since June 2020 and the Points of Light Foundation.

Bush was appointed director

of Rebound International, LLC in early 2022.

Due to his extensive investment experience in the energy industry, we believe Mr.

Mayon is well-qualified to serve on our board of directors.

Sanjay Bishnoi serves as a member of our board of directors.

Bishnoi is a Senior Vice President and Chief Financial Officer of Enerflex Ltd.

EFX), where he oversees all aspects of Enerflex’s financial affairs, including reporting, compliance, treasury, corporate governance and capital market activity, in addition to guiding the strategy and investor relations functions.

Bishnoi brings over 20 years of financial and leadership experience within the energy and professional services sectors, with deep capabilities in North American energy infrastructure.

Bishnoi joined Enerflex from Caprock Midstream, a privately owned natural gas, crude oil and water oriented midstream venture based in Houston, TX sponsored by Energy Spectrum.

Bishnoi was the Co-Founder and Chief Financial Officer for approximately five years prior to the company’s sale.

Bishnoi’s prior experience includes GE Corporate Ventures (Managing Director) and GE Energy Financial Services’ Natural Resources platform (Vice President), as well as financial and operational roles with The Dow Chemical Company, El Paso Corporation, The Boston Consulting Group and Imperial Oil Resources.

Bishnoi received a Bachelor of Science in Chemical and Petroleum Engineering from the University of Calgary, a Ph.D in Chemical Engineering from the University of Texas at Austin and a M.B.A.

from the University of Chicago, Booth School of Business.

Due to his extensive operational and leadership experience in the energy industry, we believe Mr.

Bishnoi is well-qualified to serve on our board of directors.

Helm serves as a member of our board of directors.

Helm currently serves as Non-Executive Chairmain of Texas Capital Bancshares, Inc.

He served as interim President and Chief Executive Officer of Texas Capital Bank, N.A.

and Texas Capital Bancshares, Inc., from May 2020 to January 2021, and has been chairman of the board of directors for Texas Capital Bancshares, Inc.

since 2012 and a director since 2006 until his appointment as chairman.

From 2016 to 2020, Mr.

Helm served as a senior advisor at Accelerate Resources, a data-driven energy company engaged in the development and production of oil and gas assets.

Helm’s prior experience includes executive management roles with Halcón Resources Corporation (now Battalion Oil Corporation) and Petrohawk Energy Corporation as well as 30+ years of middle market energy lending with Bank One Corporation and InterFirst Bank.

Halcón Resources Corporation filed for bankruptcy in 2016.

Helm received a Bachelor of Science in Business Administration from Trinity University and a M.B.A.

in Banking and Finance from the University of North Texas.

Due to his extensive operational and leadership experience in the energy industry, we believe Mr.

Helm is well-qualified to serve on our board of directors.

Jacobs serves as a member of our board of directors.

Jacobs brings more than 30 years of executive management, operations and investment banking experience across multiple segments within the broader energy industry.

well qualified to serve on our board of directors.

Jacobs serves as a director

Jacobs brings more than 30 years of executive management, operations and investment banking experience across multiple segments

within the broader energy industry.

Since his retirement, Mr.

Jacobs has served as an independent outside consultant serving the energy industry and privately-held entities undertaking a change in control as well as serving as board chair for a number of nonprofit organizations.

Jacobs has served as an independent outside consultant serving the energy

industry and privately-held entities undertaking a change in control as well as serving as board chair for a number of nonprofit organizations.

Jacobs previously served as CEO, President and Director of Reliant Energy, a publicly-traded, Fortune 500 energy company.

Jacobs’ tenure, he led the company through a series of crises including the impact of Hurricane Ike and the financial market crisis in 2008.

He initiated and negotiated a merger-of-

equals with Mirant Corporation to form GenOn Energy in 2010 where he served as President, Chief Operating Officer and a Director of the largest competitive generator in the U.S.

Jacobs was originally recruited to Reliant Energy in 2002 to serve as Chief Financial Officer.

Jacobs’ tenure, he led the company through a series of crises including the impact of Hurricane Ike and the financial market crisis

He initiated and negotiated a merger-of-equals with Mirant Corporation to form GenOn Energy in 2010 where he served as President,

Chief Operating Officer and a Director of the largest competitive generator in the U.S.

Jacobs was originally recruited to Reliant

Energy in 2002 to serve as Chief Financial Officer.

In that role, Mr.

Jacobs brokered a landmark $6.2B debt restructuring transaction, leading the company away from a potential bankruptcy filing and repositioned the company to compete in the emerging competitive electricity market.

Jacobs brokered a landmark $6.2B debt restructuring transaction,

leading the company away from a potential bankruptcy filing and repositioned the company to compete in the emerging competitive electricity

Prior to Reliant Energy, Mr.

Jacobs served as a Managing Director within the Natural Resources Group and Mergers & Acquisitions Department at Goldman Sachs & Co.

where he provided strategic advice for large public and private corporations related to M&A and capital markets.

Jacobs served as a Managing Director within the Natural Resources Group and Mergers & Acquisitions

Department at Goldman Sachs & Co.

where he provided strategic advice for large public and private corporations related to M&A

and capital markets.

Jacobs received a B.B.A.

from Southern Methodist University and a Master of Management from the J.L.

Kellogg Graduate School of Management at Northwestern University.

Due to his extensive operational and leadership experience in the energy industry, we believe Mr.

Graduate School of Management at Northwestern University.

Due to his extensive operational and leadership experience in the energy industry,

we believe Mr.

Jacobs is well qualified to serve on our board of directors.

Number and Terms of Office of Officers and Directors

Our board of directors is divided into three classes, with only one class of directors being elected in each year, and with each class (except for those directors appointed prior to our first annual meeting of shareholders) serving a three-year term.

In accordance with the Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on the Nasdaq.

The term of office of the first class of directors, consisting of Messrs.

Bishnoi and Mayon, will expire at our first annual meeting of shareholders.

The term of office of the second class of directors, consisting of Messrs.

Helm and Benson, will expire at our second annual meeting of shareholders.

The term of office of the third class of directors, consisting of Mr.

Bernatova, will expire at our third annual meeting of shareholders.

Prior to our initial business combination, only holders of our founder shares will have the right to vote on the election of directors.

Holders of our public shares will not be entitled to vote on the election of directors during such time.

In addition, prior to the completion of an initial business combination, holders of our founder shares may by ordinary resolution as a matter of Cayman Islands law remove a member of the board of directors for any reason.

Incumbent directors shall also have the ability to appoint additional directors or to appoint replacement directors in the event of a casual vacancy.

Our sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three individuals for election to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights agreement.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office.

Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate.

Our amended and restated memorandum and articles of association will provide that our officers may consist of one or more chairperson of the board, chief executive officer, president, chief financial officer, vice presidents, secretary, treasurer and such other offices as may be determined by the board of directors.

Family Relationships

Timothy Bridgewater is the father of Brandon Bridgewater.

There are no other family relationships among our directors and executive officers.

Corporate Governance

Composition of the Board of Directors

Zeo’s business affairs are managed under the direction

of its board of directors, which consists of six members.

Under our bylaws, each director will hold office until the expiration of the

term of the class, if any, for which elected and until such director’s successor is elected and qualified or until such director’s

earlier death, resignation, disqualification, or removal.

Pursuant to our charter, the number of directors on the Board will be fixed

exclusively by one or more resolutions adopted from time to time by the board.

Any vacancies on the Board and any newly created directorships

resulting from any increase in the number of directors will also be filled only by the affirmative vote of a majority of the directors

then in office, even though less than a quorum, or by a sole remaining director.

Director Independence

Nasdaq listing standards require that a majority of our board of directors be independent.

An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

Our board of directors has determined that Messrs.

Bishnoi, Jacobs, Helm, Benson and Mayon are “independent directors” as defined in the Nasdaq listing standards.

Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Executive Officer and Director Compensation

None of our officers or directors have received any cash compensation for services rendered to us.

Through the earlier of consummation of our initial business combination and our liquidation, we will reimburse an affiliate of our sponsor for office space, secretarial and administrative services provided to us in the amount of $10,000 per month.

In addition, our sponsor, officers and directors, or their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or their affiliates.

Any such payments prior to an initial business combination will be made using funds held outside the trust account.

incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination.

Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, officers and directors, or their respective affiliates, prior to completion of our initial business combination.

After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company.

All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business combination.

We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management.

It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation.

Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination.

The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination.

We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.

As a result of Zeo’s common stock being listed on Nasdaq,

Zeo is required to comply with the applicable rules of such exchange in determining whether a director is independent.

The Board has undertaken

a review of the independence of the individuals named above and have determined that each of Dr.

Allen, Neil Bush, James P.

Benson and Mark M.

Jacobs qualifies as “independent” as defined under the applicable Nasdaq rules.

Committees of the Board of Directors

Our board of directors has three standing committees:

an audit committee, a nominating committee and a compensation committee.

Subject to phase-in rules and a limited exception, the rules of the Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors.

Subject to phase-in rules and a limited exception, the rules of the Nasdaq require that the compensation committee and the nominating committee of a listed company be comprised solely of independent directors.

The Board directs the management of its business and affairs,

as provided by Delaware law, and conducts its business through meetings of the board of directors and standing committees.

Zeo has a standing

audit committee and compensation committee, each of which operates under a written charter.

In addition, from time to time, special committees may be

established under the direction of the Board when it deems it necessary or advisable to address specific issues.

Current copies of Zeo’s

committee charters are posted on its website (investors.zeoenergy.com), as required by applicable SEC and Nasdaq rules.

The information

on or available through any of such website is not deemed incorporated in this Report and does not form part of this Report.

Audit Committee

We established an audit committee of the board of directors.

Bishnoi, Jacobs and Helm serve as members of our audit committee.

Our board of directors has determined that each of Messrs.

Bishnoi, Jacobs and Helm are independent under the Nasdaq listing standards and applicable SEC rules.

Bishnoi serves as the chairman of the audit committee.

Under the Nasdaq listing standards and applicable SEC rules, all the directors on the audit committee must be independent.

Each member of the audit committee is financially literate and our board of directors has determined that Mr.

Bishnoi qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

The audit committee is responsible for:

meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems;

monitoring the independence of the independent registered public accounting firm;

verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

inquiring and discussing with management our compliance with applicable laws and regulations;

pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed;

appointing or replacing the independent registered public accounting firm;

determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies;

monitoring compliance on a quarterly basis with the terms of our initial public offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of our initial public offering;

reviewing and approving all payments made to our existing shareholders, officers or directors and their respective affiliates.

Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval.

Nominating Committee

We established a nominating committee of our board of directors.

The members of our nominating committee are Messrs.

Jacobs, Helm and Bishnoi and Mr.

Jacobs serves as chairman of the nominating committee.

Under the Nasdaq listing standards, we are required to have a nominating committee composed entirely of independent directors.

Our board of directors has determined that each Messrs.

Jacobs, Helm and Bishnoi are independent.

The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors.

The nominating committee considers persons identified by its members, management, shareholders, investment bankers and others.

Guidelines for Selecting Director Nominees

The guidelines for selecting nominees, which are specified in a charter adopted by us, generally provides that persons to be nominated:

should have demonstrated notable or significant achievements in business, education or public service;

should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations;

should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.

The nominating committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors.

The nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members.

The nominating committee does not distinguish among nominees recommended by shareholders and other persons.

Zeo has an audit committee consisting of Dr.

Benson and Mark M.

Jacobs, and Dr.

Allen serves as the chair of the audit committee.

The Board has determined that each of these

individuals meets the independence requirements of the Sarbanes-Oxley Act and Rule 10A-3 under the Exchange Act and

the applicable listing standards of Nasdaq.

Each member of Zeo’s audit committee is able to read and understand fundamental financial

statements in accordance with Nasdaq audit committee requirements.

In arriving at this determination, the board examined each proposed

audit committee member’s scope of experience and the nature of their prior and/or current employment.

The Board has determined that Dr.

Allen qualifies

as an audit committee financial expert within the meaning of SEC regulations and meets the financial sophistication requirements of the

Nasdaq rules.

In making this determination, the Board considered formal education and previous and current experience in financial and

accounting roles.

Both Zeo’s independent registered public accounting firm and management periodically meet privately with Zeo’s

audit committee.

The audit committee’s responsibilities include, among

other things:

● appointing, compensating, retaining,

evaluating, terminating and overseeing Zeo’s independent registered public accounting firm;

● discussing with Zeo’s

independent registered public accounting firm their independence from management;

● reviewing with Zeo’s

independent registered public accounting firm the scope and results of their audit;

● pre-approving all audit

and permissible non-audit services to be performed by Zeo’s independent registered public accounting firm;

● overseeing the financial reporting

process and discussing with management and Zeo’s independent registered public accounting firm the interim and annual financial

statements that Zeo files with the SEC;

● reviewing and monitoring Zeo’s

accounting principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements;

● establishing procedures for

the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters.

Compensation Committee

We established a compensation committee of our board of directors.

The members of our compensation committee are Messrs.

Helm, Jacobs and Bishnoi and Mr.

Helm and serves as chairman of the compensation committee.

Under the Nasdaq listing standards, we are required to have a compensation committee composed entirely of independent directors.

Our board of directors has determined that each of Messrs.

Helm, Jacobs and Bishnoi are independent.

We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

reviewing and approving on an annual basis the corporate goals and objectives relevant to our President, Chief Financial Officer and Chief Operating Officer, evaluating our President’s, Chief Financial Officer’s and Chief Operating Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our President, Chief Financial Officer and Chief Operating Officer based on such evaluation;

reviewing and approving the compensation of all of our other Section 16 officers;

reviewing our executive compensation policies and plans;

implementing and administering our incentive compensation equity-based remuneration plans;

assisting management in complying with our proxy statement and annual report disclosure requirements;

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

producing a report on executive compensation to be included in our annual proxy statement;

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the Nasdaq and the SEC.

Compensation Committee Interlocks and Insider Participation

None of our officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more officers serving on our board of directors.

Zeo has a compensation committee consisting of Neil Bush,

Benson and Mark M.

Jacobs, and Mr.

Bush serves as the chair of the compensation committee.

All members are non-employee directors, as

defined in Rule 16b-3 promulgated under the Exchange Act.

The Board has determined that each proposed member is “independent”

as defined under the applicable Nasdaq listing standards, including the standards specific to members of a compensation committee.

compensation committee’s responsibilities include, among other things:

● reviewing and setting or making

recommendations to the Board regarding the compensation of Zeo’s executive officers;

● making recommendations to the

Board regarding the compensation of Zeo’s directors;

● reviewing and approving or

making recommendations to the Board regarding Zeo’s incentive compensation and equity-based plans and arrangements;

● appointing and overseeing any

compensation consultants.

We believe that the composition and functioning of Zeo’s

compensation committee meets the requirements for independence under the current Nasdaq listing standards.

Director Nominations

Zeo does not have a nominating committee.

However, Zeo will

form a nominating committee as and when required to do so by law or Nasdaq rules.

In accordance with Rule 5605(e)(2) of Nasdaq rules,

a majority of the independent directors may recommend a director nominee for selection by the Board.

The ESGEN Board believes that the

Zeo independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without

the formation of a standing nominating committee.

The directors who participate in the consideration and recommendation of director nominees

Allen, James P.

Benson, Neil Bush and Mark M.

In accordance with Rule 5605(e)(1)(A) of Nasdaq rules, all such

directors are independent.

As there is no standing nominating committee, we do not have a nominating committee charter in place.

The Board will also consider director candidates recommended

for nomination by its stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting

of stockholders (or, if applicable, a special meeting of stockholders).

Zeo’s stockholders that wish to nominate a director for

election should follow the procedures set forth in our bylaws.

Zeo has not formally established any specific, minimum qualifications

that must be met or skills that are necessary for directors to possess.

In general, in identifying and evaluating nominees for director,

the Board will consider educational background, diversity of professional experience, knowledge of our business, integrity, professional

reputation, independence, wisdom, and the ability to represent the best interests of its stockholders.

Code of Ethics

We have adopted a Code of Ethics applicable to our directors, officers and employees.

A copy of the Code of Ethics will be provided without charge upon request from us.

We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Conflicts of Interest

Under Cayman Islands law, directors and officers owe the following fiduciary duties:

duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

directors should not improperly fetter the exercise of future discretion;

duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests;

duty to exercise independent judgment.

In addition to the above, directors also owe a duty of care which is not fiduciary in nature.

This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that director.

As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position.

However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors.

This can be done by way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval at shareholder meetings.

Certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities.

As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, then he or she may need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity.

If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same.

However, we do not expect these duties to materially affect our ability to complete our initial business combination.

Our amended and restated memorandum and articles of association provide that, to the maximum extent permitted by law, we renounce any interest or expectancy in or in being offered an opportunity to participate in any business combination opportunity (i) which may be a corporate opportunity for both us and our sponsor or its affiliates and any companies in which our sponsor or its affiliates have invested about which any of our officers or directors acquires knowledge or (ii) the presentation of which would breach an existing legal obligation of a director or officer to another entity, and we will waive any claim or cause of action we may have in respect thereof.

In addition our amended and restated memorandum and articles of association will contain provisions to exculpate and indemnify, to the maximum extent permitted by law, such persons in respect of any liability, obligation or duty to the company that may arise as a consequence of such persons becoming aware of any business opportunity or failing to present such business opportunity.

Below is a table summarizing the entities to which our officers and directors currently have fiduciary duties, contractual obligations or other material management relationships:

Entity’s Business

Andrea Bernatova

Nader Daylami

Energy Spectrum

Asset Management

Founding Partner

Certain Portfolio Companies of

Energy Spectrum

Asset Management

Special Purpose Acquisition

Energy Spectrum

Asset Management

Certain Portfolio Companies of

Energy Spectrum

Asset Management

Sanjay Bishnoi

Enerflex Ltd.

Energy Services

Senior Vice President and

Chief Financial Officer

Texas Capital Bancshares, Inc.

Commercial Banking

Non-Executive Chairman

Potential investors should also be aware of the following other potential conflicts of interest:

Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses.

We do not intend to have any full-time employees prior to the completion of our initial business combination.

Each of our officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs.

Our sponsor subscribed for founder shares prior to the date of our initial public offering and purchased private placement warrants in a transaction that will close simultaneously with the closing of our initial public offering.

Our initial shareholders and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of our initial public offering (or up to 24 months, if we extend the time to complete a business combination) or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.

Additionally, our initial shareholders have agreed to waive their rights to liquidating distributions from the trust account with respect to its founder shares if we fail to complete our initial business combination within the prescribed time frame.

If we do not complete our initial business combination within the prescribed time frame, the private placement warrants will expire worthless.

Except as described herein, our initial shareholders and our directors and 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 our initial business combination or (B) subsequent to our initial business combination, (x) if the closing price of our 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-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our 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 our initial shareholders and our directors and officers with respect to any founder shares.

Except as described herein, the private placement warrants will not be transferable until 30 days following the completion of our initial business combination.

Because each of our officers and director nominees will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination.

In addition, our initial shareholders, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination.

Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates.

Members of our management team may directly or indirectly own our founders shares, Class A ordinary shares and/or private placement warrants following our initial public offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

In particular, because the founder shares were purchased at approximately $0.004 per share, the holders of our founder shares (including members of our management team that directly or indirectly own founder shares) could make a substantial profit after our initial business combination even if our public shareholders lose money on their investment as a result of a decrease in the post-combination value of their ordinary shares (after accounting for any adjustments in connection with an exchange or other transaction contemplated by the business combination).

Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors were to be included by a target business as a condition to any agreement with respect to our initial business combination.

Energy Spectrum manages several investment vehicles.

Funds that are managed by Energy Spectrum or their affiliates may compete with us for acquisition opportunities.

If these funds decide to pursue any such opportunity, we may be precluded from procuring such opportunities.

In addition, investment ideas generated within Energy Spectrum may be suitable for both us and for a current or future Energy Spectrum fund and may be directed to such investment vehicle rather than to us.

Neither Energy Spectrum nor members of our management team who are also employed by Energy Spectrum have any obligation to present us with any opportunity for a potential business combination of which they become aware.

Energy Spectrum and/or our management, in their capacities as officers or managing directors of Energy Spectrum or in their other endeavors, may be required to present potential business combinations to the related entities described above, current or future Energy Spectrum investment vehicles, or third parties, before they present such opportunities to us.

We cannot assure you that any of the above mentioned conflicts will be resolved in our favor.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors.

In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor or any of our officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such initial business combination is fair to our company from a financial point of view.

We are not required to obtain such an opinion in any other context.

Furthermore, in no event will our sponsor or any of our existing officers or directors, or their respective affiliates, be 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.

Further, (which is accrued in “Due to related party”) we also reimburse an affiliate of our sponsor for office space, secretarial and administrative services provided to us in the amount of $10,000 per month;

provided, that upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.

If we seek shareholder approval, we will complete our initial business combination only if it is approved by an ordinary resolution, subject to any higher approval threshold as may be required by Cayman Islands or other applicable law.

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.

Limitation on Liability and Indemnification of Officers and Directors

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, actual fraud or the consequences of committing a crime.

Our amended and restated memorandum and articles of association will provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect.

We will enter into agreements with our directors and officers to provide contractual indemnification in addition to the indemnification provided for in our amended and restated memorandum and articles of association.

We expect to purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of public shares).

Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination.

Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty.

These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders.

Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

Zeo has a code of ethics that applies to all of its executive

officers, directors and employees, including its principal executive officer, principal financial officer, principal accounting officer

or controller or persons performing similar functions.

The code of ethics is available on Zeo’s website (investors.zeoenergy.com).

Compensation Committee Interlocks and Insider Participation

None of Zeo’s executive officers currently serves,

or has served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more

executive officers serving as a member of the Board.

EXECUTIVE COMPENSATION.

None of our officers or directors have received any cash compensation for services rendered to us.

Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or their affiliates.

Any such payments prior to an initial business combination will be made using funds held outside the trust account.

Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination.

After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company.

We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management.

We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS.

The following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 28, 2023 based on information obtained from the persons named below, with respect to the beneficial ownership of our ordinary shares, by:

each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares;

each of our executive officers and directors that beneficially owns our ordinary shares;

all our executive officers and directors as a group.

The table below does not include the Class A ordinary shares and Class B ordinary shares underlying the private placement warrants held by our sponsor because these securities are not exercisable within 60 days of this Report.

Class B Ordinary Shares

Class A Ordinary Shares

Name of Beneficial Owner (1)

ESGEN LLC (our sponsor) (3)

Sea Otter Advisors LLC (4)

Andrea Bernatova

Nader Daylami

Sanjay Bishnoi

All officers and directors as a group (7 individuals)

Unless otherwise noted, the business address of each of the following individuals or entities is 5956 Sherry Lane, Suite 1400, Dallas, Texas 75225.

The ownership information is based on 2,896,555 Class A ordinary shares (which includes Class A ordinary shares that are underlying the units) 6,900,000 Class B ordinary shares outstanding as of March 28, 2023.

Other than with respect to Sea Otter Advisors LLC, the company does not believe any redemptions were reflected in recent statements filed with the SEC pursuant to section 13(g) of the Exchange Act.

ESGEN LLC is the record holder of the Class B ordinary shares reported herein.

On April 27, 2021, the Sponsor paid an aggregate of $25,000 for

certain expenses on behalf of ESGEN in exchange for issuance of 5,750,000 ESGEN Class B ordinary shares.

In September 2021, certain

shareholders surrendered, for no consideration, an aggregate of 1,437,500 ESGEN Class B ordinary shares, leaving 5,750,000 founder

shares outstanding.

On September 10, 2021, the Sponsor transferred 115,000 founder shares to each of Larry L.

Helm, Mark M.

and Sanjay Bishnoi, ESGEN’s independent directors.

In October 2021, a share dividend was issued which resulted in 6,900,000 founder

shares outstanding.

In addition, the Sponsor, executive officers and directors, or their respective affiliates will be reimbursed for

any out-of-pocketexpenses incurred in connection with activities on our behalf such as identifying potential target businesses and

performing due diligence on suitable business combinations.

Our audit committee reviews on a quarterly basis all payments that were made

by us to the Sponsor, executive officers or directors, or their affiliates.

Any such payments prior to an initial business combination

will be made using funds held outside the Trust Account.

Other than quarterly audit committee review of such reimbursements, we do not

have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses

incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination.

Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, were paid by

the ESGEN to the Sponsor, executive officers and directors, or their respective affiliates, prior to completion of our initial business

We are not party to any agreements with our executive officers and

directors that provide for benefits upon termination of employment.

Sunergy Executive

The following table sets forth

information concerning the compensation of the named executive officers for the years ended December 31, 2023:

Name and Principal Position

Incentive Plan

Timothy Bridgewater

Chairman, CEO and CFO

Chief Installation and Strategy Officer

For 2022, the amounts in this column represent the distributions paid to the NEOs with respect to their partnership interests in Sunergy.

For 2023, the amounts in this column represent the estimated distributions for 2023 to be paid to the NEOs with respect to their partnership interests in Sunergy.

Hruby was COO until November 2023, and Mr.

Larsen then became an executive officer upon Mr.

Hruby’s departure.

Narrative to Executive Compensation Table

Employment Agreement with Timothy Bridgewater

The Company (or one of its

subsidiaries) has entered into an Executive Employment Agreement (the “ Bridgewater Agreement ”) with Mr.

Timothy Bridgewater,

the Company’s Chief Executive Officer.

The period of the Bridgewater Agreement commenced on the Closing and continues through the

third anniversary of the Closing, and is subject to automatic renewals for one (1) year periods, unless either party terminates employment

or provides ninety (90) day notice of intent not to renew.

In recognition of Mr.

Bridgewater’s

responsibilities as the Company’s Chief Executive Officer, and based on comparison to peer organizations with similar activities

and risk profiles, the Company agreed to pay Mr.

Bridgewater a base salary of $390,000.

For each year the Bridgewater

Agreement is in effect, the Compensation Committee of the Board may choose to provide a discretionary cash bonus to Mr.

Bridgewater, and

such bonus shall be performance based and the performance goals shall be as set forth by the Compensation Committee.

In addition, Mr.

is eligible to receive certain grants of vested shares under the Incentive Plan (as defined below) in accordance with the following schedule:

● 50,000 vested shares to be

granted on the date that is 12 months after the effective date of the Bridgewater Agreement;

● 50,000 vested shares to be

granted on the date that is 24 months after the effective date of the Bridgewater Agreement;

● 50,000 vested shares to be

granted on the date that is 35 months after the effective date of the Bridgewater Agreement.

Further, if, within three

(3) years of the effective date of the Bridgewater Agreement, (i) the volume-weighted average price of shares of the publicly traded stock

of the Company exceeds $7.50 for 20 or more days of any consecutive 30-day period, then Mr.

Bridgewater will be granted vested equity

from the Incentive Plan (as defined below) equal to 1% of the total issued and outstanding capital stock of the Company, (ii) the volume-weighted

average price of shares of the publicly traded stock of the Company exceeds $12.50 for 20 or more days of any consecutive 30-day period,

Bridgewater will be granted additional vested equity from the Incentive Plan equal to 1% of the total issued and outstanding

capital stock of the Company, (iii) and the volume-weighted average price of shares of the publicly traded stock of the Company exceeds

$15.00 for 20 or more days of any consecutive 30-day period, then Mr.

Bridgewater will be granted additional vested equity from the Incentive

Plan equal to 1% of the total issued and outstanding capital stock of the Company.

In addition, Mr.

is eligible to participate in the Company’s employee benefits plan for its senior executives or employees, including the Company’s

medical plans.

Bridgewater is also entitled to receive six (6) weeks of paid time off in accordance with the Company’s policy

for its senior executives.

In addition, Mr.

Bridgewater is entitled to reimbursement by the Company for all reasonable expenses incurred

by him in connection with this employment.

Reimbursable expenses include, but are not limited to, business travel expenses.

The Company may terminate

Bridgewater’s employment with or without Cause (as defined in the Bridgewater Agreement).

The Company has agreed to provide

thirty (30) days in notice to Mr.

Bridgewater if he is terminated without Cause (or base salary in lieu of such notice), but no notice

is required if he is terminated for Cause.

For termination for Cause, Mr.

Bridgewater (with his attorney) shall have the opportunity to

respond to all relevant allegations upon which a contemplated termination for Cause is based.

Bridgewater may terminate

his employment with or without Good Reason (as defined in the Bridgewater Agreement).

Bridgewater intends to terminate his employment

without Good Reason, he has agreed to provide thirty (30) days’ written notice.

For termination for Good Reason, Mr.

has agreed that he will provide the Company with notice within thirty (30) days after receiving notice of a Good Reason event, after which

the Company will have thirty (30) days to cure the Good Reason event, and, if not cured, Mr.

Bridgewater will terminate employment within

fifteen (15) days following the expiration of the cure period.

In the event of termination

for any reason, Mr.

Bridgewater shall continue to receive his full salary through the date of termination, any unreimbursed and approved

business expenses, accrued but unused paid time off days, and any payments, benefits, or fringe benefits Mr.

Bridgewater was entitled

to under plan terms.

If the Company terminates

Bridgewater without Cause or Mr.

Bridgewater terminates for Good Reason, and there is no Change of Control (as defined in the Bridgewater

Agreement), the Company has agreed to also provide Mr.

Bridgewater the following:

(i) a lump sum cash payment, payable

on the date of termination, equal to the sum of the following:

(x) one year’s base salary, and (y) any unpaid annual bonus for

the preceding calendar year, and the greater of (I) any annual target cash bonus opportunity for the year of termination or (II) the

average annual cash bonus for the three preceding completed years (provided, however, that if Mr.

Bridgewater has not been employed for

at least three years in which an annual cash bonus was paid, such calculation will assume that an annual cash bonus equal to any target

annual cash bonus opportunity was paid in the missing years), and (z) any other target long-term incentive award granted to Mr.

for the year in which the termination occurs;

(ii) accelerated vesting of any

outstanding equity grants so that such equity grants vest completely as of the date of termination;

(iii) to the extent eligible, continuation

health insurance coverage under COBRA for twelve (12) months following termination.

If the Company terminates

Bridgewater without Cause or Mr.

Bridgewater terminates for Good Reason, and such termination occurs within two (2) years following

or six (6) months prior to a Change of Control (as defined in the Bridgewater Agreement), the Company has agreed to also provide Mr.

the following:

(i) pro-rated, based on the number

of days worked during the year in which the termination occurs, the greater of any annual target cash bonus opportunity for the year

of termination or the highest actual annual cash bonus paid during the three preceding completed years;

(ii) a lump sum cash payment equal

to the sum of the following:

(x) one year’s base salary, (y) any unpaid annual bonus for the preceding calendar year, and (z) any other

target long-term incentive award granted for the year in which termination occurs;

(iii) accelerated vesting of any

outstanding equity grants so that such equity grants vest completely as of the date of termination;

(iv) to the extent eligible, continuation

health insurance coverage under COBRA for twelve (12) months following termination.

Employment Agreement with Kalen Larsen

The Company (or one of its

subsidiaries) has entered into an Executive Employment Agreement (the “ Larsen Agreement ”) with Mr.

Kalen Larsen,

the Company’s Chief Operations Officer.

The period of the Larsen Agreement commenced on the Closing and continues through the third

anniversary of the Closing, and is subject to automatic renewals for one (1) year periods unless either party terminates employment or

provides ninety (90) day notice of intent not to renew.

In recognition of Mr.

responsibilities as the Company’s Chief Operations Officer, and based on comparison to peer organizations with similar activities

and risk profiles, the Company agreed to pay Mr.

Larsen a minimum salary of at least $684 per week or such greater amount as required

to qualify for an exemption from overtime under Section 13(a)(1) of the Fair Labor Standards Act.

From the second year the Larsen Agreement

is in effect, the Compensation Committee of the Board may choose to provide a discretionary cash bonus to Mr.

Larsen, and such bonus shall

be performance based and the performance goals shall be as set forth by the Compensation Committee.

In addition, Mr.

eligible to participate in the Company’s employee benefits plan for its senior executives or employees, including the Company’s

medical plans.

Larsen is also entitled to receive six (6) weeks of paid time off in accordance with the Company’s policy for

its senior executives.

In addition, Mr.

Larsen is entitled to reimbursement by the Company for all reasonable expenses incurred by him

in connection with this employment.

Reimbursable expenses include, but are not limited to, business travel expenses.

The Company may terminate

Larsen’s employment with or without Cause (as defined in the Larsen Agreement).

The Company has agreed to provide thirty (30)

days in notice to Mr.

Larsen if he is terminated without Cause (or base salary in lieu of such notice), but no notice is required if he

is terminated for Cause.

For termination for Cause, Mr.

Larsen (with his attorney) shall have the opportunity to respond to all relevant

allegations upon which a contemplated termination for Cause is based.

Larsen may terminate his

employment with or without Good Reason (as defined in the Larsen Agreement).

Larsen intends to terminate his employment without

Good Reason, he has agreed to provide thirty (30) days’ written notice.

For termination for Good Reason, Mr.

Larsen has agreed that

he will provide the Company with notice within thirty (30) days after receiving notice of a Good Reason event, the Company will have thirty

(30) days to cure the Good Reason, and, if not cured, Mr.

Larsen will terminate employment within fifteen (15) days following the expiration

of the cure period.

In the event of termination

for any reason, Mr.

Larsen shall continue to receive his full salary through the date of termination, any unreimbursed and approved business

expenses, accrued but unused paid time off days, and any payments, benefits, or fringe benefits Mr.

Larsen was entitled to under plan

If the Company terminates

Larsen without Cause or Mr.

Larsen terminates for Good Reason, and there is no Change of Control (as defined in the Larsen Agreement),

the Company has agreed to also provide Mr.

Larsen the following:

(iv) a lump sum cash payment, payable

on the date of termination, equal to the sum of the following:

(x) the greater of $350,000 or Mr.

Larsen’s then-current base salary,

and (y) any unpaid annual bonus for the preceding calendar year, and the greater of (I) any annual target cash bonus opportunity for

the year of termination or (II) the average annual cash bonus, if any, for the three preceding completed years (provided, however, that

Larsen has not been employed for at least three years in which an annual cash bonus was paid, such calculation will assume that

an annual cash bonus equal to any target annual cash bonus opportunity was paid in the missing years;

a cash bonus does not refer to

a distribution of cash made to Mr.

Larsen as a result of Mr.

Larsen’s ownership interests in the Company or any affiliated entity),

and (z) and any target long-term incentive award granted to Mr.

Larsen for the year in which termination occurs;

(v) accelerated vesting of any

outstanding equity grants so that such equity grants vest completely as of the date of termination;

(vi) to the extent eligible, continuation

health insurance coverage under COBRA for twelve (12) months following termination.

If the Company terminates

Larsen without Cause or Mr.

Larsen terminates for Good Reason, and such termination occurs within two (2) years following or six (6)

months prior to Change of Control (as defined in the Larsen Agreement), the Company has agreed to also provide Mr.

Larsen the following:

(v) pro-rated, based on the number

of days worked during the year in which the termination occurs, the greater of any annual target cash bonus opportunity for the year

of termination or the highest actual annual cash bonus paid during the three preceding completed years (a cash bonus does not refer to

a distribution of cash made to Mr.

Larsen as a result of Mr.

Larsen’s ownership interests in the Company or any affiliated entity);

(vi) a lump sum cash payment equal

to the sum of the following:

(x) the greater of $350,000 or Mr.

Larsen’s then-current base salary, and (y) any unpaid annual bonus

for the preceding calendar year;

(vii) accelerated vesting of any

outstanding equity grants so that such equity grants vest completely as of the date of termination;

(viii) to the extent eligible, continuation

health insurance coverage under COBRA for twelve (12) months following termination.

Employment Agreement with Gianluca Guy

The Company (or one or its

subsidiaries) has entered into an Executive Employment Agreement (the “ Guy Agreement ”) with Mr.

Gianluca Guy, the Company’s

Chief Installation and Strategy Officer.

The period of the Guy Agreement commenced on the Closing and continues through the third anniversary

of the Closing, and is subject to automatic renewals for one (1) year periods unless either party terminates employment or provides ninety

(90) day notice of intent not to renew.

In recognition of Mr.

responsibilities as the Company’s Chief Installation and Strategy Officer, and based on comparison to peer organizations with similar

activities and risk profiles, the Company agreed to pay Mr.

Guy a minimum salary of at least $684 per week or such greater amount as required

to qualify for an exemption from overtime under Section 13(a)(1) of the Fair Labor Standards Act.

From the second year the Guy Agreement

is in effect, the Compensation Committee of the Board may choose to provide a discretionary cash bonus to Mr.

Guy, and such bonus shall

be performance based and the performance goals shall be as set forth by the Compensation Committee.

In addition, Mr.

Guy is eligible

to participate in the Company’s employee benefits plan for its senior executives or employees, including the Company’s medical

Guy is also entitled to receive six (6) weeks of paid time off in accordance with the Company’s policy for its senior

In addition, Mr.

Guy is entitled to reimbursement by the Company for all reasonable expenses incurred by him in connection

with this employment.

Reimbursable expenses include, but are not limited to, business travel expenses.

The Company may terminate

Guy’s employment with or without Cause (as defined in the Guy Agreement).

The Company has agreed to provide thirty (30) days

in notice to Mr.

Guy if he is terminated without Cause (or base salary in lieu of such notice), but no notice is required if he is terminated

For termination for Cause, Mr.

Guy (with his attorney) shall have the opportunity to respond to all relevant allegations upon

which a contemplated termination for Cause is based.

Guy may terminate his

employment with or without Good Reason (as defined in the Guy Agreement).

Guy intends to terminate his employment without Good

Reason, he has agreed to provide thirty (30) days’ written notice.

For termination for Good Reason, Mr.

Guy has agreed that he will

provide the Company with notice within thirty (30) days after receiving notice of a Good Reason event, the Company will have thirty (30)

days to cure the Good Reason, and, if not cured, Mr.

Guy will terminate employment within fifteen (15) days following the expiration of

the cure period.

In the event of termination

for any reason, Mr.

Guy shall continue to receive his full salary through the date of termination, any unreimbursed and approved business

expenses, accrued but unused paid time off days, and any payments, benefits, or fringe benefits Mr.

Guy was entitled to under plan terms.

If the Company terminates

Guy without Cause or Mr.

Guy terminates for Good Reason, and there is no Change of Control (as defined in the Guy Agreement), the

Company has agreed to also provide Mr.

Guy the following:

(i) a lump sum cash payment, payable

on the date of termination, equal to the sum of the following:

(x) the greater of $350,000 or Mr.

Guy’s then-current base salary,

and (y) any unpaid annual bonus for the preceding calendar year, and the greater of (I) any annual target cash bonus opportunity for

the year of termination or (II) the average annual cash bonus, if any, for the three preceding completed years (provided, however, that

Guy has not been employed for at least three years in which an annual cash bonus was paid, such calculation will assume that an

annual cash bonus equal to any target annual cash bonus opportunity was paid in the missing years;

a cash bonus does not refer to a distribution

of cash made to Mr.

Guy as a result of Mr.

Guy’s ownership interests in the Company or any affiliated entity), and (z) and any

target long-term incentive award granted to Mr.

Guy for the year in which termination occurs;

(ii) accelerated vesting of any

outstanding equity grants so that such equity grants vest completely as of the date of termination;

(iii) to the extent eligible, continuation

health insurance coverage under COBRA for twelve (12) months following termination.

If the Company terminates

Guy without Cause or Mr.

Guy terminates for Good Reason, and such termination occurs within two (2) years following or six (6) months

prior to a Change of Control (as defined in the Guy Agreement), the Company has agreed to also provide Mr.

Guy the following:

(i) pro-rated, based on the number

of days worked during the year in which the termination occurs, the greater of any annual target cash bonus opportunity for the year

of termination or the highest actual annual cash bonus paid during the three preceding completed years (a cash bonus does not refer to

a distribution of cash made to Mr.

Guy as a result of Mr.

Guy’s ownership interests in the Company or any affiliated entity);

(ii) a lump sum cash payment equal

to the sum of the following:

(x) the greater of $350,000 or Mr.

Guy’s then-current base salary, and (y) any unpaid annual bonus

for the preceding calendar year;

(iii) accelerated vesting of any

outstanding equity grants so that such equity grants vest completely as of the date of termination;

(iv) to the extent eligible, continuation

health insurance coverage under COBRA for twelve (12) months following termination.

Employment Agreement with Brandon Bridgewater

The Company (or one of its

subsidiaries) has entered into an Executive Employment Agreement (the “ Brandon Bridgewater Agreement ”) with

Brandon Bridgewater, the Company’s Chief Sales Officer.

The period of the Brandon Bridgewater Agreement commenced on the Closing

and continues through the third anniversary of the Closing, and is subject to automatic renewals for one (1) year periods unless either

party terminates employment or provides ninety (90) day notice of intent not to renew.

In recognition of Mr.

Bridgewater’s responsibilities as the Company’s Chief Sales Officer, and based on comparison to peer organizations with similar

activities and risk profiles, the Company agreed to pay Mr.

Brandon Bridgewater a minimum salary of at least $684 per week or such greater

amount as required to qualify for an exemption from overtime under Section 13(a)(1) of the Fair Labor Standards Act.

From the second year

the Brandon Bridgewater Agreement is in effect, the Compensation Committee of the Board may choose to provide a discretionary cash bonus

Brandon Bridgewater, and such bonus shall be performance based and the performance goals shall be as set forth by the Compensation

In addition, Mr.

Brandon Bridgewater

is eligible to participate in the Company’s employee benefits plan for its senior executives or employees, including the Company’s

medical plans.

Brandon Bridgewater is also entitled to receive six (6) weeks of paid time off in accordance with the Company’s

policy for its senior executives.

In addition, Mr.

Brandon Bridgewater is entitled to reimbursement by the Company for all reasonable

expenses incurred by him in connection with this employment.

Reimbursable expenses include, but are not limited to, business travel expenses.

The Company may terminate

Brandon Bridgewater’s employment with or without Cause (as defined in the Brandon Bridgewater Agreement).

The Company has agreed

to provide thirty (30) days in notice to Mr.

Brandon Bridgewater if he is terminated without Cause (or base salary in lieu of such notice),

but no notice is required if he is terminated for Cause.

For termination for Cause, Mr.

Brandon Bridgewater (with his attorney) shall

have the opportunity to respond to all relevant allegations upon which a contemplated termination for Cause is based.

Brandon Bridgewater may

terminate his employment with or without Good Reason (as defined in the Brandon Bridgewater Agreement).

Brandon Bridgewater intends

to terminate his employment without Good Reason, he has agreed to provide thirty (30) days’ written notice.

For termination for

Good Reason, Mr.

Brandon Bridgewater has agreed that he will provide the Company with notice within thirty (30) days after receiving notice

of a Good Reason event, the Company will have thirty (30) days to cure the Good Reason, and, if not cured, Mr.

Brandon Bridgewater will

terminate employment within fifteen (15) days following the expiration of the cure period.

In the event of termination

for any reason, Mr.

Brandon Bridgewater shall continue to receive his full salary through the date of termination, any unreimbursed and

approved business expenses, accrued but unused paid time off days, and any payments, benefits, or fringe benefits Mr.

Brandon Bridgewater

was entitled to under plan terms.

If the Company terminates

Brandon Bridgewater without Cause or Mr.

Brandon Bridgewater terminates for Good Reason, and there is no Change of Control (as defined

in the Brandon Bridgewater Agreement), the Company has agreed to also provide Mr.

Brandon Bridgewater the following:

(i) a lump sum cash payment, payable

on the date of termination, equal to the sum of the following:

(x) one year’s base salary, and (y) any unpaid annual bonus for

the preceding calendar year, and the greater of (I) any annual target cash bonus opportunity for the year of termination or (II) the

average annual cash bonus for the three preceding completed years (provided, however, that if Mr.

Brandon Bridgewater has not been employed

for at least three years in which an annual cash bonus was paid, such calculation will assume that an annual cash bonus equal to any

target annual cash bonus opportunity was paid in the missing years), and (z) any other target long-term incentive award granted to Mr.

Brandon Bridgewater for the year in which the termination occurs;

(ii) accelerated vesting of any

outstanding equity grants so that such equity grants vest completely as of the date of termination;

(iii) to the extent eligible, continuation

health insurance coverage under COBRA for twelve (12) months following termination.

If the Company terminates

Brandon Bridgewater without Cause or Mr.

Brandon Bridgewater terminates for Good Reason, and such termination occurs within two (2)

years following or six (6) months prior to a Change of Control (as defined in the Brandon Bridgewater Agreement), the Company has agreed

to also provide Mr.

Brandon Bridgewater the following:

(i) pro-rated, based on the number

of days worked during the year in which the termination occurs, the greater of any annual target cash bonus opportunity for the year

of termination or the highest actual annual cash bonus paid during the three preceding completed years;

(ii) a lump sum cash payment equal

to the sum of the following:

(x) one year’s base salary, (y) any unpaid annual bonus for the preceding calendar year, and (z) any other

target long-term incentive award granted for the year in which termination occurs;

(iii) accelerated vesting of any

outstanding equity grants so that such equity grants vest completely as of the date of termination;

(iv) to the extent eligible, continuation

health insurance coverage under COBRA for twelve (12) months following termination.

Potential Payments on Termination or Change in Control

Sunergy has not previously offered or had in place for our

named executive officers any formal retirement, severance or similar compensation programs providing for additional benefits or payments

in connection with a termination of employment, change in job responsibility or change in control.

The compensation of the Company’s directors after the

consummation of the Business Combination will be determined by the Compensation Committee.

Equity-Based Awards

Sunergy did not have any equity-based plans or awards in

Sunergy Compensation of Directors

Sunergy had four managers that made up its Board of Managers

(Anton Hruby, Gianluca Guy, Kalen Larsen, and Brandon Bridgewater).

None of the directors received any separate payments that solely relate

to their roles as directors of Sunergy for the year that ended December 31, 2023.

Any amounts they received consisted solely of distributions

of company profits with respect to their individual LLC’s ownership shares of Sunergy.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS.

The following table sets forth

information known to the Company regarding beneficial ownership of shares of the Company’s common stock as of March 22, 2024 by:

● each person known by the Company

to be the beneficial owner of more than 5% of the Company’s outstanding common stock;

● each of the Company’s

named executive officers and directors;

● all executive officers and

directors as a group.

Beneficial ownership is determined

according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses

sole or shared voting or investment power over that security, including options, warrants and certain other derivative securities that

are currently exercisable or will become exercisable within 60 days.

The percentage of beneficial

ownership is based on 5,026,964 shares of Class A Common Stock issued and outstanding and 35,230,000 shares of Zeo Class V Common Stock

issued and outstanding as of the Closing Date.

In accordance with SEC rules,

shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become

exercisable within 60 days of the date of the Closing are deemed beneficially owned by the holders of such options and warrants and are

deemed outstanding for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the

purpose of computing the percentage of ownership of any other person.

Unless otherwise indicated,

the business address of each of the entities, directors and executives in this table is 7625 Little Rd, Suite 200A, New Port Richey, FL

Unless otherwise indicated and subject to community property laws and similar laws, except as otherwise indicated below, the Company

believes that all parties named in the table below have sole voting and investment power with respect to all shares of common stock beneficially

owned by them.

Name and Address of Beneficial Owners

Directors and Executive Officers

Directors and executive officers (1)

Timothy Bridgewater (2)

Brandon Bridgewater

Stirling Adams

All directors and executive officers as a group (9 individuals)

Five Percent Holders

ESGEN LLC (3 )

* Less than 1%.

(1) Unless otherwise noted, the

business address of each of the directors and officers is 7625 Little Rd, Suite 200A, New Port Richey, FL 34654.

(2) The total number of shares

of Zeo Class V Common Stock owned by Timothy Bridgewater comprise (i) 2,308,883 shares of Zeo Class V Common Stock owned

of record by LCB Trust, his family trust entity and (ii) 8,151,527 shares of Zeo Class V Common Stock held of record by Sun

Managers, LLC for which as the manager he has voting and investment power.

Sun Managers, LLC is expected to use such shares in connection

with a management equity program.

Bridgewater disclaims beneficial ownership over any such shares held by Sun Managers, LLC.

Benson, Michael C.

Mayon and Andrea Bernatova are the managers of ESGEN LLC, and each of them disclaims beneficial ownership over any securities owned by ESGEN LLC in which he or she does not have any pecuniary interest.

Based on a Schedule 13D filed by Sea Otter Advisors LLC on March 13, 2023.

Sea Otter Advisors LLC serves as the investment advisor to Sea Otter Trading LLC and has sole voting power and sole dispositive power over the Class A ordinary shares held thereby.

The address of the business office of Sea Otter Advisors LLC and Sea Otter Trading LLC is 107 Grand St, 7th Floor, New York, New York 10013.

Our sponsor, officers and directors are deemed to be our “promoter” as such term is defined under the federal securities laws.

Changes in Control

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

As more fully discussed in the section of this Report entitled “Item 10.

Directors, Executive Officers and Corporate Governance—Conflicts of Interest,” if any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she may need to honor his or her fiduciary or contractual obligations to present such opportunity to such entity.

Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

We currently maintain our executive offices at 5956 Sherry Lane, Suite 1400, Dallas, Texas 75225.

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”).

No compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, officers and directors, or their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination.

However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers, directors or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed.

There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

On April 27, 2021, our sponsor agreed to loan us up to $300,000 to be used for a portion of the expenses of our initial public offering.

We borrowed a total of $262,268.

This loan was non-interest bearing, unsecured and due at the earlier of December 31, 2021 or the closing of our initial public offering.

The loan was to be repaid upon the closing of our initial public offering out of the offering proceeds not held in the trust account.

In connection with the closing of our initial public offering, we paid down $90,922 of the outstanding balance.

As of December 31, 2022 and 2021, we had $171,346 outstanding under the promissory note.

In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.

If we complete an initial business combination, we may repay such loaned amounts out of the proceeds of the trust account released to us.

In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment.

Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender.

The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period.

The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans.

We do not expect to seek loans from parties other than our sponsor, its affiliates or our management team as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

If we anticipate that we may not be able to consummate our initial business combination within 18 months, we may, but are not obligated to, extend the period of time to consummate a business combination by an additional one month on six separate occasions (for a total of up to 24 months, to complete a business combination).

Pursuant to the terms of our amended and restated memorandum and articles of association and the trust agreement entered into between us and Continental Stock Transfer & Trust Company on the date of our initial public offering, in order to extend the time available for us to consummate our initial business combination, we, upon five days advance notice prior to the applicable deadline, must deposit into the trust account for each one month extension (of which there may be no more than six such extensions) the lesser of $140,000 or $0.04 for each Class A ordinary share that is then-outstanding, on or prior to the date of the applicable deadline.

Any such payments would be funded from the proceeds of a non-interest bearing loan between our sponsor and us.

The terms in connection with any such loans have not yet been negotiated.

If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the trust account released to us.

The letter agreement with our initial shareholders contains a provision pursuant to which our sponsor has agreed to waive its right to be repaid for such loans in the event that we do not complete a business combination.

In the event that we determine to effect an extension, we intend to issue a press release announcing such intention at least five days prior to the applicable deadline.

In addition, we intend to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited.

Our sponsor and their affiliates or designees are not obligated to enter into any such loan agreement with us that would allow us to fund the trust account to extend the time for us to complete our initial business combination.

After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our shareholders.

It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a shareholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.

We entered into a registration and shareholder rights agreement pursuant to which our sponsor is entitled to certain registration rights with respect to the private placement warrants, the warrants issuable upon conversion of working capital loans (if any) and the Class A ordinary shares issuable upon exercise of the foregoing and upon conversion of the founder shares, and, upon consummation of our initial business combination, to nominate three individuals for election to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights agreement.

We entered into an agreement to indemnify our sponsor and Energy Spectrum and their affiliates from any claims made by the company or a third party in respect of any investment opportunities sourced by them, any liability arising with respect to their activities in connection with our affairs, and that are provided without a separate written agreement between us and any such party.

Such indemnity provides that the indemnified parties cannot access the funds held in our trust account.

Policy for Approval of Related Party Transactions

The audit committee of our board of directors has adopted a charter, providing for the review, approval and/or ratification of “related party transactions,” which are those transactions required to be disclosed pursuant to Item 404 of Regulation S-K as promulgated by the SEC, by the audit committee.

At its meetings, the audit committee shall be provided with the details of each new, existing, or proposed related party transaction, including the terms of the transaction, any contractual restrictions that the company has already committed to, the business purpose of the transaction, and the benefits of the transaction to the company and to the relevant related party.

Any member of the committee who has an interest in the related party transaction under review by the committee shall abstain from voting on the approval of the related party transaction, but may, if so requested by the chairperson of the committee, participate in some or all of the committee’s discussions of the related party transaction.

Upon completion of its review of the related party transaction, the committee may determine to permit or to prohibit the related party transaction.

Director Independence

Nasdaq listing standards require that a majority of our board of directors be independent.

Our board of directors has determined that Messrs.

Bishnoi, Jacobs, Helm, Benson and Mayon are “independent directors” as defined in the Nasdaq listing standards.

Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Mayon and Andrea Bernatova are the managers of ESGEN LLC, and each of them disclaims beneficial ownership over any securities owned by

ESGEN LLC in which he or she does not have any pecuniary interest.

The business address of ESGEN LLC is 5956 Sherry Lane, Suite 1400,

Dallas, Texas 75225.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,

AND DIRECTOR INDEPENDENCE.

ESGEN Class B Ordinary Shares

On April 27, 2021, the Sponsor paid $25,000, or approximately

$0.004 per share, to cover certain of our offering and formation costs in consideration of 7,187,500 ESGEN Class B ordinary shares,

par value $0.0001.

The Sponsor transferred 138,000 ESGEN Class B ordinary shares to each of our independent directors and 866,923

ESGEN Class B ordinary shares to the Westwood Client Accounts.

ESGEN Private Placement Warrants

The Sponsor purchased an aggregate of 11,240,000 ESGEN Private Placement

Warrants for a purchase price of $1.00 per whole warrant, or $11,240,000 in the aggregate, in a private placement that occurred simultaneously

with the closing of our IPO.

Each ESGEN Private Placement Warrant entitles the holder to purchase one Class A ordinary share at $11.50

per share, subject to adjustment.

The ESGEN Private Placement Warrants (including the ESGEN Class A ordinary shares issuable upon

exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after the

completion of our initial business combination.

Pursuant to the Amended Letter Agreement entered into on January 24,

2024, the Sponsor and the other Initial Shareholders agreed to forfeit, for no consideration, all ESGEN Private Placement Warrants held

by them in connection with Closing.

Promissory Notes

No compensation of any kind, including finder’s and consulting

fees, were paid to the Sponsor, its officers and directors, or their respective affiliates, for services rendered prior to or in connection

with the completion of our initial business combination.

However, these individuals were reimbursed for any out-of-pocket expenses

incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable

business combinations.

Our audit committee reviewed on a quarterly basis all payments that were made by us to the Sponsor, and our officers,

directors or their affiliates and determined which expenses and the amount of expenses were reimbursed.

There was no cap or ceiling on

the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

The Sponsor advanced $262,268 to cover expenses related to our IPO

under the April 2021 Promissory Note.

As of December 31, 2023, $171,346 of such covered expenses remains outstanding and is due to

On April 5, 2023, ESGEN issued the April 2023 Promissory Note

in the principal amount of up to $1,500,000 to the Sponsor, which was amended and restated by the October 2023 Promissory Note, which

could be drawn down by ESGEN from time to time prior to the consummation of our initial business combination.

The October 2023 Promissory

Note, as well as the April 2021 Promissory Note was not be repaid and was cancelled at Closing.

As of January 31, 2024, ESGEN had

drawn $1,787,047.65 and $171,346 under the October 2023 Promissory Note and April 2021 Promissory Note, respectively.

On January 24, 2024, ESGEN issued the January 2024 Promissory

Note in the principal amount of up to $750,000 to the Sponsor.

The January 2024 Promissory Note could be drawn down by ESGEN from time

to time prior to the consummation of our initial Business Combination for specific uses as designated therein.

The January 2024 Promissory

Note does not bear interest, matured on the date of consummation of the Business Combination and is subject to customary events of default.

The principal amount under the January 2024 Promissory Note was paid at Closing from funds that ESGEN had available to it outside of its

Trust Account.

Office Space, Secretarial and Administrative Services

Until Closing, ESGEN incurred $10,000 per month for office space, utilities,

secretarial support and administrative services provided by the Sponsor.

No amounts were paid for these services.

As of each of December

31, 2023 and December 31, 2022, the Company reported on the balance sheets $120,000 pursuant to this agreement, in “Due to related

Amendment to the Letter Agreement

Concurrently with the execution of the Business Combination Agreement,

the Initial Shareholders entered into the Amendment to the Letter Agreement, pursuant to which, among other things, each of the Initial

Shareholders agreed (i) not to transfer his, her or its ESGEN Class B ordinary shares (or the New PubCo Class A Common

Stock issuable in exchange for such ESGEN Class B ordinary shares pursuant to the Business Combination Agreement) prior to the earlier

of (a) six months after the Closing or (b) subsequent to the Closing (A) if the last sale price of the New PubCo Class A

Common Stock quoted on Nasdaq is greater than or equal to $12 per share (as adjusted for stock splits, stock dividends, reorganizations,

recapitalizations and the like) for any 20 trading days within a 30-consecutive trading day period commencing at least

90 days after Closing, or (B) the date on which New PubCo completes a liquidation, merger, share exchange or other similar transaction

that results in all of New PubCo’s stockholders having the right to exchange their New PubCo Class A Common Stock for cash,

securities or other property, (ii) to waive any adjustment to the conversion ratio set forth in the governing documents of ESGEN

with respect to the ESGEN Class B ordinary shares prior to the earlier of the ESGEN Share Conversion or the Closing, (iii) the Sponsor

agreed to irrevocably surrender and forfeit 2,361,641 ESGEN ordinary shares, (iv) the Initial Shareholders other than Sponsor agreed to

irrevocably surrender and forfeit 538,359 ESGEN ordinary shares, (v) the Initial Shareholders and Sponsor agreed to forfeit an additional

500,000 shares of New PubCo Class A Common Stock if, within two years of Closing, the Convertible OpCo Preferred Units are redeemed or

converted (with such shares subject to a lock-up for two years after Closing) and (vi) the Initial Shareholders agreed to forfeit all

of their ESGEN Private Placement Warrants in connection with Closing.

Lock-Up Agreement

At the Closing, ESGEN and each of the Lock-Up Sellers entered

into the Lock-Up Agreement, pursuant to which each of the Lock-Up Sellers agreed not to transfer any of its respective

Exchangeable OpCo Units and corresponding shares of New PubCo Class V Common Stock received in connection with the Business Combination

until the earlier of (i) six months after the Closing Date and (ii) subsequent to the Closing Date, (a) if the last sale

price of New PubCo Class A Common Stock quoted on Nasdaq is greater than or equal to $12.00 per share (as adjusted for stock splits,

stock dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within any period of 30 consecutive trading

days commencing at least 90 days after the Closing Date or (b) the date on which New PubCo completes a PubCo Sale (as defined in

the Lock-Up Agreement).

PIPE Financing

At Closing, the Sponsor purchased $10,000,000 of Convertible OpCo Preferred

Units in a private placement and has committed, pursuant to the Sponsor Subscription Agreement, to purchase an additional $5,000,0000

of Convertible OpCo Preferred Units if called for by New PubCo within six months of Closing.

Zeo’s customers who have entered into leasing agreements have

done so solely with third-party leasing companies established and managed by White Horse Energy, a holding company of which Timothy Bridgewater,

Zeo’s Chairman, Chief Executive Officer and Chief Financial Officer, is the owner and manager.

Bridgewater, through White Horse,

holds 1% or less of the membership interests of the third-party leasing companies that own the installed solar energy systems leased by

Zeo Customers, with the remainder of the membership interests being held by third parties.

As of December 31, 2023, the third-party leasing

companies had purchased approximately $19.0 million in solar energy systems from Zeo for their leasing customers.

As of that date, the

third-party leasing companies had entered into leasing agreements with customers for approximately $6.0 million in leased systems to be

installed by Zeo, if the development and installation of all of those systems continued to completion.

Subject to investor and customer

demand, White Horse Energy intends to attract additional investors to form third-party leasing companies that will be able to fund additional

installations of solar systems by Zeo.

Policies and Procedures for Related Person Transactions

The Board has adopted a policy with respect to the review, approval

and ratification of related party transactions.

Under the policy, Zeo’s audit committee is responsible for reviewing and approving

related person transactions.

In the course of its review and approval of related party transactions, Zeo’s audit committee will

consider the relevant facts and circumstances to decide whether to approve such transactions.

In particular, Zeo’s policy requires

Zeo’s audit committee to consider, among other factors it deems appropriate:

● the related person’s

relationship to Zeo and interest in the transaction;

● the material facts of the proposed

transaction, including the proposed aggregate value of the transaction;

● the impact on a director’s

or a director nominee’s independence in the event the related person is a director or director nominee or an immediate family member

of the director or director nominee;

● the benefits to Zeo of the

proposed transaction;

● if applicable, the availability

of other sources of comparable products or services;

● an assessment of whether the

proposed transaction is on terms that are comparable to the terms available to an unrelated third party or to employees generally.

Zeo’s audit committee will only approve those transactions that

are in, or are not inconsistent with, Zeo’s best interests and those of Zeo’s stockholders, as Zeo’s audit committee

determines in good faith.

In addition, under Zeo’s code of business conduct and ethics, its employees, directors and director nominees

have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The following is a summary of fees paid to BDO USA, LLP (“BDO”) for services rendered.

Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements, reviews of our quarterly financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings.

The aggregate fees billed by BDO for audit fees, inclusive of required filings with the SEC for the year ended December 31, 2022 and for the period from April 19, 2021 (inception) through December 31, 2021, and of services rendered in connection with our initial public offering, totaled $85,300 and $239,750, respectively.

The following is a summary of fees paid to BDO USA P.C.

(BDO) for services

Audit fees consist of fees billed for professional

services rendered for the audit of our year-end financial statements, reviews of our quarterly financial statements and services that

are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings.

The aggregate

fees billed by BDO for audit fees, inclusive of required filings with the SEC for the year ended December 31, 2023 and 2022, and of services

rendered in connection with our initial public offering, totaled $210,945 and $85,300, respectively.

Audit-Related Fees.

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our year-end financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.

We did not pay BDO any audit-related fees during the year ended December 31, 2022 and for the period from April 19, 2021 (inception) through December 31, 2021.

Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice.

We did not pay BDO any tax fees during the year ended December 31, 2022 and for the period from April 19, 2021 (inception) through December 31, 2021.

Audit-related fees consist of fees billed

for assurance and related services that are reasonably related to performance of the audit or review of our year-end financial statements

and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation

and consultation concerning financial accounting and reporting standards.

We did not pay BDO any audit-related fees during the year ended

December 31, 2023 and 2022.

Tax fees consist of fees billed for professional services

relating to tax compliance, tax planning and tax advice.

We did not pay BDO any tax fees during the year ended December 31, 2023 and 2022.

All Other Fees.

All other fees consist of fees billed for all other services.

We did not pay BDO any other fees during the year ended December 31, 2022 and for the period from April 19, 2021 (inception) through December 31, 2021.

All other fees consist of fees billed for all

other services.

The aggregate fees billed for other fees during the year ended December 31, December 31, 2023 and 2022 totaled $0

and $0, respectively.

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.

The following documents are filed as part of this Form 10-K:

The following documents are filed as part of this

(1) Financial Statements :

1 unchanged sentence

( 2) Financial Statement Schedules :

We hereby file as part of this Report the exhibits listed in the attached Exhibit Index.

We hereby file as part of this Report the exhibits listed in

the attached Exhibit Index.

Copies of such material can also be obtained on the SEC website at www.sec.gov.

Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on October 25, 2021) .

Amendment to the Amended and Restated Articles of Association (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on January 20, 2023)

Description of the Registrant’s Securities (incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K filed on April 1, 2022).

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 filed on September 28, 2021).

Specimen Class A Ordinary Share Certificate (incorporated by Reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 filed on September 28, 2021).

Specimen Warrant Certificate (incorporated by Reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1 filed on September 28, 2021).

Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on October 25, 2021).

Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on October 25, 2021).

Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on October 25, 2021).

Form of Private Placement Warrants Purchase Agreement between the Registrant, the Sponsor and the Salient Client Accounts (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on October 25, 2021).

Form of Indemnity Agreement (incorporated by Reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 filed on September 28, 2021).

Administrative Services Agreement between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on October 25, 2021).

Promissory Note, dated as of April 27, 2021, between the Registrant and the Sponsor (incorporated by Reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1 filed on September 28, 2021).

Securities Subscription Agreement, dated April 27, 2021, between the Registrant and the Sponsor (incorporated by Reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1 filed on September 28, 2021).

Form of Securities Subscription Agreement between the Registrant and the Salient Client Accounts (incorporated by Reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1 filed on September 28, 2021).

Letter Agreement between the Registrant, the Sponsor and each director of the Registrant (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on October 25, 2021).

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Incorporated by Reference

Business Combination Agreement, dated as of April 19, 2023, by and among ESGEN, Sunergy, the Sellers, OpCo, the Sponsor and Timothy Bridgewater.

April 20, 2023

Amendment No.

1 to Business Combination Agreement, dated as of January 24, 2024, by and between ESGEN and Sunergy.

January 25, 2024

Certificate of Incorporation of Zeo Energy Corp.

March 20, 2024

Bylaws of Zeo Energy Corp.

March 20, 2024

Amended and Restated Subscription Agreement, dated as of January 24, 2024, by and among ESGEN, OpCo and the Sponsor.

January 25, 2024

Letter Agreement, dated as of October 22, 2021, by and among ESGEN, the Sponsor and the Insiders party thereto.

October 25, 2021

Amendment to Letter Agreement, dated as of April 19, 2023, by and among ESGEN, the Sponsor and the Insiders party thereto.

April 20, 2023

Amendment No.

2 to Letter Agreement, dated as of January 24, 2024, by and among ESGEN, the Sponsor and the Insiders party thereto.

January 25, 2024

Side Letter, dated as of March 13, 2024 by and among ESGEN, Sponsor, Sunergy and the other parties thereto.

March 20, 2024

Non-Redemption Agreement, dated as of March 11, 2024, by and between ESGEN and The K2 Principal Fund L.P.

March 12, 2024

Amended and Restated Registration Rights Agreement, dated as of March 13, 2024.

March 20, 2024

OpCo A&R LLC Agreement, dated as of March 13, 2024.

March 20, 2024

Form of Lock-Up Agreement.

April 20, 2023

Tax Receivable Agreement, dated as of March 13, 2024.

March 20, 2024

Form of Indemnification Agreement.

March 20, 2024

Employment Agreement, dated March 13, 2024, by and between Opco and Timothy Bridgewater.

March 20, 2024

Employment Agreement, dated March 13, 2024, by and between Opco and Kalen Larsen.

March 20, 2024

Employment Agreement, dated March 13, 2024, by and between Opco and Gianluca “Luke” Guy.

March 20, 2024

Employment Agreement, dated March 13, 2024, by and between Opco and Brandon Bridgewater.

March 20, 2024

Zeo Energy Corp.

2024 Omnibus Incentive Equity Plan.

March 20, 2024

Subsidiaries of Zeo Energy Corp.

Certification of Chief Executive Officer and Chief Financial Officer

pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Clawback Policy.

Interactive data file set for the financial statements and accompanying notes contained in this Report (formatted as Inline XBRL).

3 unchanged sentences

FORM 10–K SUMMARY.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized this date of March 31, 2023.

ESGEN ACQUISITION CORPORATION

/s/ Andrea Bernatova

Andrea Bernatova

Chief Executive Officer

Power of Attorney

Each person whose signature appears below constitutes and appoints Andrea Bernatova and Nader Daylami, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on March 31, 2023.

/s/ Andrea Bernatova

Chief Executive Officer (Principal Executive Officer)

Andrea Bernatova

/s/ Nader Daylami

Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Nader Daylami

/s/ Michael C.

/s/ Sanjay Bishnoi

Sanjay Bishnoi

/s/ Larry Helm

Pursuant to the requirements of Section

13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized this date of March 25, 2024.

Zeo Energy Corp.

/s/ Timothy Bridgewater

Timothy Bridgewater

Chief Executive Officer and Chief Financial Officer

/s/ Timothy Bridgewater

Chief Executive Officer and Chief Financial

Officer (Principal Executive Officer, Principal Financial Officer and Principal

Accounting Officer)

/s/ Gianluca “Luke” Guy

Gianluca “Luke” Guy

/s/ Neil Bush

/s/ Mark Jacobs

ESGEN ACQUISITION CORPORATION

FINANCIAL STATEMENT S

Report of Independent Registered Public Accounting Firm ( BDO USA, LLP , New York, NY , PCAOB ID# 243 )

Balance Sheets

Statements of Operations

Statements of Changes in Redeemable Ordinary Shares and Shareholders’ Deficit

Statements of Cash Flows

Notes to Financial Statements

F - 7 to F - 21

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm ( BDO USA, P.C.

, New York, NY , PCAOB ID# 243 ) F - 2

Balance Sheets as of December 31, 2023 and 2022 F - 3

Statements of Operations for the years ended December 31, 2023 and 2022 F - 4

Statements of Changes in Redeemable Ordinary Shares and Shareholders’ Deficit for the years ended December 31, 2023 and 2022 F - 5

Statements of Cash Flows for the years ended December 31, 2023 and 2022 F - 6

Notes to Financial Statements F - 7 to F - 23

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

Shareholders and Board of Directors

2 unchanged sentences

Opinion on the Financial Statements

We have audited the accompanying balance sheets of ESGEN Acquisition Corporation (the “Company”) as of December 31, 2022, and 2021, the related statements of operations, changes in redeemable ordinary shares and shareholders’ deficit, and cash flows for the year ended December 31, 2022 and for the period from April 19, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for the year ended December 31, 2022, and for the period from April 19, 2021 (inception) through December 31, 2021 ,

in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying balance sheets

of ESGEN Acquisition Corporation (the “Company”) as of December 31, 2023, and 2022, the related statements of operations,

changes in redeemable ordinary shares and shareholders’ deficit, and cash flows for each of the years then ended, and the related

notes (referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material

respects, the financial position at December 31, 2023 and 2022 of the Company, and the results of its operations and its cash flows for

each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Uncertainty

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company does not have sufficient cash and working capital to sustain its operations and the Company’s ability to execute its business plan is dependent upon its completion of the proposed business combination described in Note 1 to the financial statements.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company does

not have sufficient cash and working capital to sustain its operations.

These conditions raise

substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters

are also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ BDO USA, LLP

Emphasis of Matter – Business Combination

As discussed in Note 10 to the financial statements, the Company consummated the business

combination discussed in Note 6 on March 13, 2024.

/s/ BDO USA, P.C.

We have served as the Company’s auditor since 2021.

March 25, 2024

New York, New York

ESGEN ACQUISITION CORPORATION

BALANCE SHEETS

Prepaid expense

Current assets:

Prepaid expenses

Total current assets

Prepaid expense—noncurrent

Marketable securities held in Trust Account

Non-current assets:

Marketable securities and cash held in Trust Account

$ 286,152,445

Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit

Accrued offering costs and expenses

Current liabilities:

Accounts payable and accrued expenses

Due to related party

1 unchanged sentence

Total current liabilities

Non-current liabilities:

Warrant liabilities

Deferred underwriter’s fee payable

Deferred underwriters fee

Total liabilities

Commitment and Contingencies

Commitments and Contingencies

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

27,600,000 shares at a redemption value

of $ 10.34 and $ 10.20 , respectively

1,408,555 and 27,600,000 shares at redemption value as of December 31, 2023 and 2022, respectively

Shareholders’ Deficit:

Preferred share s

, $ 0.0001 par value;

Preferred shares, $ 0.0001 par value;

1,000,000 shares authorized;

no ne issued or outstanding

Class A share s

, $ 0.0001 par value;

none issued or outstanding

Class A shares, $ 0.0001 par value;

250,000,000 shares authorized;

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

Class B share s

, $ 0.0001 par value;

5,619,077 and 0 issued or outstanding (excluding 1,408,555 and 27,600,000 shares subject to possible redemption) as of December 31, 2023 and 2022, respectively

Class B shares, $ 0.0001 par value;

25,000,000 shares authorized;

6,900,000 shares issued and outstanding

1,280,923 and 6,900,000 shares issued and outstanding, respectively

Accumulated deficit

( 8,826,779 )

( 11,993,568 )

Total shareholders’ deficit

( 8,826,089 )

( 11,992,878 )

Total Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit

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

$ 286,152,445

The accompanying notes are an integral part of

these financial statements.

ESGEN ACQUISITION CORPORATION

STATEMENTS OF OPERATIONS

For the Period

from April 19,

Legal and professional fees

2 unchanged sentences

Loss from operations

( 5,059,125 )

( 2,830,117 )

Other income (expense):

Change in fair value of warrants liabilities

Investment income on marketable securities held in Trust Account

Warrant issuance costs

Interest and investment income on marketable securities and cash held in Trust Account

Recovery of deferred offering costs allocated to warrants

Total other income, net

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

Basic and diluted net income per share, Class A

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

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

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

Net (loss) income

$ ( 3,001,194 )

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

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

Basic and diluted weighted average shares outstanding of non-redeemable Class A and Class B ordinary shares

Basic and diluted net income per share, non-redeemable Class A and Class B

The accompanying notes are an integral part of

these financial statements.

ESGEN ACQUISITION CORPORATION

STATEMENTS OF CHANGES IN REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT

STATEMENTS OF CHANGES IN REDEEMABLE ORDINARY SHARES

AND SHAREHOLDERS’ DEFICIT

FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022

FOR THE PERIOD FROM APRIL 19, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

Ordinary share subject to possible

Class A Ordinary

share subject to possible

Ordinary share

Shareholders’

Balance as of April 19, 2021 (inception)

Issuance of founder shares

Sale of founder shares to Salient Client Accounts

Proceeds of public offering (net of

allocations and costs)

Excess proceeds over fair value of private

Accretion of ordinary share subject to possible redemption

Ordinary share

Balance as of December 31, 2021

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$ ( 22,341,250 )

$ ( 22,340,560 )

Accretion of ordinary shares subject to possible redemption

( 3,986,568 )

Balance as of December 31, 2022

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

( 11,993,568 )

( 11,992,878 )

Redemption of Class A ordinary shares subject to possible redemption

( 26,194,445 )

( 272,554,813 )

Recovery of deferred offering costs

Conversion of Class B ordinary shares to Class A ordinary shares

( 5,619,077 )

Accretion of ordinary shares subject to possible redemption

( 3,066,977 )

( 3,001,194 )

Balance as of December 31, 2023

$ ( 8,826,779 )

$ ( 8,826,089 )

The accompanying notes are an integral part of

these financial statements.

ESGEN ACQUISITION CORPORATION

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For the year ended

For the Period

From April 19,

2021 (Inception)

For the year ended

Cash flows from operating activities:

Adjustments to reconcile net income to net cash provided by (used) in operating activities:

Formation and operating costs paid by the Sponsor

Net (loss) income

$ ( 3,001,194 )

Adjustments to reconcile net (loss) income to net cash provided by in operating activities:

Recovery of deferred offering costs allocated to warrants

Change in fair value of warrant liabilities

Warrant issuance costs

( 13,179,936 )

Changes in operating assets and liabilities:

Prepaid expenses

Accrued offering costs and expenses

Due to related party

Net cash provided by (used in) operating activities

Prepaid assets

Accounts payable and accrued expenses

Net cash provided by operating activities

Cash Flows from Investing Activities:

Investment of cash in Trust Account

Extension funding used to purchase marketable securities and cash held in Trust Account

( 1,116,710 )

Reinvestment of marketable securities held in Trust Account

Net cash used in investing activities

Cash withdrawn from Trust Account in connection with redemptions

Proceeds from sale of marketable securities deposited into cash held in Trust Account

Reinvestment of marketable securities and cash held in Trust Account

( 1,794,036 )

( 3,984,431 )

Net cash provided by (used in) investing activities

( 3,984,431 )

Cash flows from financing activities:

Proceeds from initial public offering, net of underwriters fees payable

Proceeds from sale of founder shares to Salient Client Accounts

Proceeds from private placement warrants

Repayment of a loan from related party

Payment of other offering costs

Net cash provided by financing activities

Proceeds from note payable-related party

Redemptions of Class A ordinary shares subject to possible redemption

( 272,554,813 )

Net cash used in financing activities

( 270,942,415 )

Net change in cash

$ ( 709,136 )

Cash, beginning of the period

Cash, end of the period

Cash held in Trust Account

Total cash and cash in Trust Account

Supplemental disclosure of cash flow information:

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

Deferred underwriting fee

Deferred offering cost included in accrued offering costs and expenses

Deferred offering costs paid through issuance of promissory note

Formation and operating costs paid by Sponsor through issuance of promissory note

Deferred offering cost paid by Sponsor in exchange for issuance of founder shares

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

Impact of the waiver of deferred commission by the underwriters

Conversion of Class B ordinary shares to Class A ordinary shares

The accompanying notes are an integral part of

these financial statements.

ESGEN ACQUISITION CORPORATION

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Note 1 — Organization and Business Operation

ESGEN Acquisition Corporation (the “Company”) was incorporated as a Cayman Islands exempted company on April 19, 2021.

The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”).

The Company has not selected any Business Combination target.

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

As of December 31, 2022, the Company had not commenced any operations.

All activity for the period from April 19, 2021 (inception) through December 31, 2022, 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.

The Company will generate non-operating

income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering (as defined below).

The Company’s sponsor is ESGEN LLC, a Delaware limited liability company (the “Sponsor”).

The registration statement for the Company’s IPO was declared effective on October 19, 2021.

On October 22, 2021, the Company consummated its IPO of 27,600,000 units (the “Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”) at $ 10.00 per Unit (which included the full exercise of the underwriters’ over-allotment option), which is discussed in Note 3 and the sale of 14,040,000 warrants (the “Private Placement Warrants”) each exercisable to purchase one Class A ordinary share at $ 11.50 per share, at a price of $ 1.00 per Private Placement Warrant in a private placement to the Sponsor that closed simultaneously with the Public Offering.

Transaction costs amounted to $ 16,138,202 consisting of $ 5,520,000 of underwriting commissions, $ 9,660,000 of deferred underwriting commissions and $ 958,202 of other cash offering costs.

Of this amount, $ 15,428,121 was charged to shareholder’s deficit and $ 710,081 was allocated to the warrants and expensed.

The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80 % of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of signing a definitive agreement in connection with the initial Business Combination.

However, the Company will complete the initial Business Combination only if the post-Business Combination company in which its public shareholders own shares will own or acquire 50 % or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act (the “Investment Company Act”).

ESGEN Acquisition Corporation

(the “Company” or “ESGEN”) was incorporated as a Cayman Islands exempted company on April 19, 2021.

was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business

combination with one or more businesses or entities (the “Business Combination”).

The Company will not be limited to a particular

industry or geographic region in its identification and acquisition of a target company.

The Company consummated the Business Combination on March 13,

2024 (see Note 10 – Subsequent Events).

As of December 31, 2023, the Company had not commenced

any operations.

All activity for the period from April 19, 2021 (inception) through December 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.

The Company will not generate any operating revenues until after the

completion of its initial Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest

or dividend income on cash and cash equivalents from the proceeds derived from the Public Offering (as defined below).

The Company’s sponsor is ESGEN LLC, a Delaware limited

liability company (the “Sponsor”).

The registration statement for the Company’s IPO was

declared effective on October 19, 2021.

On October 22, 2021, the Company consummated its IPO of 27,600,000 units (the “Units”

and, with respect to the ordinary shares included in the Units being offered, the “public shares”) at $ 10.00 per Unit and

the sale of 14,040,000 warrants (the “Private Placement Warrants”) each exercisable to purchase one Class A ordinary share

at $ 11.50 per share, at a price of $ 1.00 per Private Placement Warrant in a private placement to the Sponsor that closed simultaneously

with the Public Offering.

The Company must complete one or more initial Business Combinations

having an aggregate fair market value of at least 80 % of the net assets held in the Trust Account (as defined below) (excluding the deferred

underwriters fee and taxes payable on the interest or dividends earned on the Trust Account) at the time of signing a definitive agreement

in connection with the initial Business Combination.

However, the Company will complete the initial Business Combination only if the post-Business

Combination company in which its public shareholders own shares will own or acquire 50 % or more of the outstanding voting securities of

the target or is otherwise not required to register as an investment company under the Investment Company Act (the “Investment Company

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 will 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

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, until October 16,

2023, was only 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 does not complete its initial Business Combination within 15 months (unless otherwise extended as described in the prospectus relating to the IPO) 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.

The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or stock exchange listing requirement.

The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of its initial Business Combination at aper-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 the Company to pay its income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein.

The amount in the Trust Account is initially $ 10.20 per public share.

The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters.

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 April 22, 2023, with the extension as described below, to consummate the initial Business Combination.

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

To mitigate the risk

of being deemed to have been operating as an unregistered investment company under the Investment Company Act, on October 16, 2023,

the Company instructed the Trustee with respect to the Trust Account, to liquidate the U.S.

government securities or money market

funds held in the Trust Account and thereafter to hold all funds in the Trust Account in demand deposits (i.e., in one or more bank

accounts) until the earliest of ESGEN’s completion of an initial business combination or July 22, 2024 (assuming the Sponsor

deposits the required amount into the Trust Account for each New Additional Extension Date and unless the Company’s

shareholders approve one or more further Additional Extensions).

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.

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

The Company will provide its public shareholders with the opportunity

to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with

a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company

will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its

discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would

require the Company to seek shareholder approval under applicable law or stock exchange listing requirement.

Company will provide its public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon

the completion of its 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 or dividends earned on the funds held in the Trust Account and not previously released to the Company to pay its

income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein.

amount in the Trust Account is initially $ 10.20 per public share.

The per share amount the Company will distribute to investors who

properly redeem their shares will not be reduced by the deferred underwriters fee the Company will pay to the underwriters.

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.

Company has until July 22, 2024 (assuming the Sponsor deposits the required amount into the Trust Account for each New Additional

Extension Date and unless the Company’s shareholders approve one or more further Additional Extensions), 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 aper-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

o $ 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’s shareholders voted to amend the Company’s 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 the Company must mandatorily liquidate the Company.

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 .

Additionally, in the event that the Company has 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 the Company deposits 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.

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;

(ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would 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 does not complete its initial Business Combination within 15 months from the closing of the Public Offering (or up to 21 months, if we extend the time to complete a business combination) or (B) with respect to any other provision relating to the rights of holders of the Company’s Class A ordinary shares and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to consummate an initial business combination within Combination Period.

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company (other than the Company’s independent registered public accounting firm), or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $ 10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $ 10.00 per public share due to reductions in the value of the Trust Account, in each case net of the interest that may be withdrawn to pay the Company’s income tax obligations, provided that such liability will not apply to any claims

by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believe that the Sponsor’s only assets are securities of the Company.

(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 or dividends 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 or dividends 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);

(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

18, 2023, the Company held an extraordinary general meeting of shareholders to consider and vote upon, among other things, a proposal

to amend the Company’s amended and restated memorandum and articles of association (the “First Extension 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, the “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) $ 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 First Extension 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 .

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;

(ii) waive their redemption rights with respect to their

Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and

restated memorandum and articles of association (A) that would 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

from the closing of the Public Offering (which was extended pursuant to shareholder approval of the Charter Amendment) or (B) with

respect to any other provision relating to the rights of holders of the Company’s Class A ordinary shares and (iii) waive

their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails

to consummate an initial Business Combination within Combination Period.

The Sponsor has agreed that it will be liable to the Company

if and to the extent any claims by a third party for services rendered or products sold to the Company (other than the Company’s

independent registered public accounting firm), or a prospective target business with which the Company has discussed entering into a

transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $ 10.00 per public share and (ii) the actual

amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $ 10.00 per public

share due to reductions in the value of the Trust Account, in each case net of the interest or dividends that may be withdrawn to pay

the Company’s income tax obligations, provided that such liability will not apply to any claims by a third party or prospective

target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under

the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the

Securities Act of 1933, as amended (the “Securities Act”).

In the event that an executed waiver is deemed to be unenforceable

against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

However, the Company

has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor

has sufficient funds to satisfy its indemnity obligations and the Company believe that the Sponsor’s only assets are securities

of the Company.

Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations.

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.

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.

October 20, 2023, at the Company’s extraordinary general meeting, the shareholders approved, among other proposals, (i) (a)

the extension (such proposal, the “Extension Proposal”) of the time period the Company has to complete an initial

Business Combination from October 22, 2023 to January 22, 2024 (the “Charter Amendment”) and (b) in the event that the

Company has not consummated an initial Business Combination by January 22, 2024, to allow the Company, by resolution of the Board

and, without any approval of the Company’s shareholders, upon five days’ advance notice prior to each Additional

Extension, to complete six Additional Extensions, 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 (x) $ 35,000 or (y) $ 0.0175 for each public

share that is then-outstanding, in exchange for one or more non-interest bearing, unsecured promissory notes issued by a Lender, and

(ii) the amendment of the Company’s amended and restated memorandum and articles of association to change certain provisions

which restrict the Class B ordinary shares, par value $ 0.0001 , of the Company (the “Class B ordinary shares”) from

converting to Class A ordinary shares, par value $ 0.0001 (the “Class A ordinary shares”) prior to the consummation of an

initial Business Combination (such proposal, the “Conversion Proposal”).

As of the date of filing this report, the

Company has deposited the requisite amounts into the Trust Account for each Additional Extension Date until March 22, 2024.

Additionally, the shareholders approved a proposal to amend,

by special resolution, the Company’s amended and restated memorandum and articles of association to change certain provisions which

restrict the Class B ordinary shares from converting to Class A ordinary shares prior to the consummation of an initial Business Combination.

In connection with the vote to approve the above proposals,

the holders of 1,488,000 Class A ordinary shares of ESGEN exercised their right to redeem their shares for cash at a redemption price

of approximately $ 11.21 per share, for an aggregate redemption amount of $ 16,679,055 .

connection with the approval of the Extension Proposal at the Meeting and the adoption of the Charter Amendment, the Sponsor

contributed into the Trust Account $ 0.0525 per share for each Class A ordinary share that was not redeemed at the Meeting, for an

aggregate contribution of $ 73,949 .

connection with the approval of the Conversion Proposal at the Meeting and the adoption of the Charter Amendment, the Sponsor

converted all of its 5,619,077 Class B ordinary shares into Class A ordinary shares.

As a result of the Sponsor Share Conversion and

redemptions made in connection with the Extension Proposal and Conversion Proposal, 7,027,632 Class A ordinary shares remain

Notwithstanding the Sponsor Share Conversion, the Sponsor will be not entitled to receive any funds held in the Trust

Account with respect to any Class A ordinary shares issued to the Sponsor as a result of the Sponsor Share Conversion and no

additional amounts will be deposited into the Trust Account in respect of shares of Class A ordinary shares held by the Sponsor in

connection with the extension of the Termination Date to the Extended Date or any Additional Extension Dates.

On October 16, 2023 (the “Compliance Date”), the

Company was notified by The Nasdaq Stock Market LLC (the “Nasdaq”) that the Company was not in compliance with the minimum

number of round lot holders required for continued listing on the Nasdaq Global Market (the “Round Lot Requirement”).

Company has until April 15, 2024 to comply with the Round Lot Requirement.

If ESGEN does not regain compliance with the Round Lot Requirement

by the Compliance Date, ESGEN will receive written notification that its securities are subject to delisting, at which time ESGEN may

appeal the Nasdaq’s delisting determination to a Nasdaq Listing Qualifications Panel (the “Panel”).

There can be no

assurance that ESGEN will be able to regain compliance with the Round Lot Requirement or that any appeal of the Nasdaq’s delisting

determination to the Panel would be successful.

Founder Shares

Founder Shares refers to the Class B ordinary shares (the “Founder

Shares”) acquired by the initial shareholders prior to the Company’s IPO.

initial shareholders 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 and public shares in connection with the

completion of the Business Combination;

(ii) waive their redemption rights with respect to their Founder Shares and public shares in

connection with a shareholder vote to approve an amendment to the amended and restated memorandum and articles of association (A)

that would 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 Business Combination or to redeem 100 % of the Company’s public

shares if it does not complete the Business Combination by the Termination Date or (B) with respect to any other provision relating

to the rights of holders of the Class A ordinary shares and (iii) waive their rights to liquidating distributions from the Trust

Account with respect to any Founder Shares they hold if the Company fails to consummate an Business Combination by the Termination

Date (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold

if the Company fails to complete the Business Combination within the prescribed time frame).

If the Company seeks shareholder

approval, it will complete the Business Combination only if it is approved by an ordinary resolution or such higher approval

threshold as may be required by Cayman Islands law and pursuant to the amended and restated memorandum and articles of association.

In such case, the initial shareholders and each member of the management team have agreed to vote their Founder Shares and public

shares in favor of the Business Combination.

connection with the approval of the Conversion Proposal at the Meeting and the adoption of the Charter Amendment, the Sponsor

converted all of its 5,619,077 Class B ordinary shares into Class A ordinary shares (the “Sponsor Share Conversion”).

a result of the Sponsor Share Conversion and redemptions made in connection with the Extension Proposal and Conversion Proposal,

7,027,632 Class A ordinary shares remain outstanding.

Notwithstanding the Sponsor Share Conversion, the Sponsor will be not entitled

to receive any funds held in the Trust Account with respect to any Class A ordinary shares issued to the Sponsor as a result of the

Sponsor Share Conversion and no additional amounts will be deposited into the Trust Account in respect of shares of Class A ordinary

shares held by the Sponsor in connection with the extension of the Termination Date to the Extended Date or any Additional Extension

Risks and Uncertainties

In March 2020, the World Health Organization characterized the outbreak of the novel strain of coronavirus, specifically identified as COVID-19,

as a global pandemic.

This has resulted in governments enacting emergency measures to combat the spread of the virus.

These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to business, resulting in a global economic slowdown.

Equity markets have experienced significant volatility and weakness and the governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions.

The current challenging economic climate may lead to adverse changes in cash flows, working capital levels and/or debt balances, which may also have a direct impact on the Company’s operating results and financial position in the future.

The ultimate duration and magnitude of the impact and the efficacy of government interventions on the economy and the financial effect on the Company is not known at this time.

The extent of such impact will depend on future developments, which are highly uncertain and not in the Company’s control, including new information which may emerge concerning the spread and severity of COVID-19

and actions taken to address its impact, among others.

The repercussions of this health crisis could have a material adverse effect on the Company’s business, financial condition, liquidity and operating results.

In response to COVID-19,

the Company has implemented working practices to address potential impacts to its operations, employees and customers, and will take further measures in the future if and as required.

At present, we do not believe there has been any appreciable impact on the Company specifically associated with COVID-19.

Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the pandemic could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The credit and financial markets have experienced extreme volatility and disruptions due to the current conflict between Ukraine and Russia.

The conflict is expected to have further global economic consequences, including but not limited to the possibility of severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability.

In addition, the United States and other countries have imposed sanctions on Russia which increases the risk that Russia, as a retaliatory action, may launch cyberattacks against the United States, its government, infrastructure and businesses.

Any of the foregoing consequences, including those we cannot yet predict, may cause our business, financial condition, results of operations and the price of our ordinary shares to be adversely affected.

The credit and financial markets have experienced

extreme volatility and disruptions due to the current conflict between Ukraine and Russia.

The conflict is expected to have further global

economic consequences, including but not limited to the possibility of severely diminished liquidity and credit availability, declines

in consumer confidence, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability.

In addition, the United States and other countries have imposed sanctions on Russia which increases the risk that Russia, as a retaliatory

action, may launch cyberattacks against the United States, its government, infrastructure and businesses.

Any of the foregoing consequences,

including those we cannot yet predict, may cause our business, financial condition, results of operations and the price of our ordinary

shares to be adversely affected.

Additionally, recent military conflicts, including

the Russian invasion of Ukraine, the Israel-Hamas war, and increased military tensions, may have a material adverse effect on financial

and business conditions.

These circumstances could reduce the number of attractive targets for an initial Business Combination, increase

the cost of consummating an initial Business Combination and delay or prevent the Company from completing an initial Business Combination.

Going Concern

As of December 31, 2022, the Company had $ 614,767 in cash held outside of the Trust Account and owes $ 1,866,992 in accrued offering costs and expenses and an additional

$ 315,539 to related parties.

The Company anticipates that the cash held outside of the Trust Account as of December 31, 2022 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 April 22, 2023 (as extended) to consummate a Business Combination.

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

Although the Company intends to consummate a Business Combination on or before April 22, 2023 (as extended), it is uncertain whether the Company will be able to consummate a Business Combination by this time.

Management has determined that the mandatory liquidation, should a Business Combination not occur, and an extension is not obtained, as well as the potential for us to have insufficient funds available to operate our business prior to a Business Combination, raises substantial doubt about the Company’s ability to continue as a going concern.

Note 2 — Significant Accounting Policies

As of December 31, 2023, the Company had $ 60,518 in cash held outside

of the Trust Account and owes $ 5,669,349 in accounts payable and accrued expenses and $ 2,122,937 to related parties.

The Company anticipates

that its cash will not be sufficient to allow the Company to operate for at least the next 12 months from the

issuance of the financial statements.

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

plans and the closing of the business combination described in Note 10.

These conditions raise substantial doubt about the Company’s

ability to continue as a going concern.

The Company will seek additional capital through other financing alternatives.

There can be no assurance that new financings or other transactions will be available to the Company on commercially acceptable terms,

Should the Company fail to raise additional cash from outside sources, this would have a material adverse impact on its operations.

The accompanying financial statements have been prepared assuming the

Company will continue to operate as a going concern, which contemplates the realization of assets and settlement of liabilities in the

normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification

of assets or the amounts and classifications of liabilities that may result from uncertainty related to its ability to continue as a going

— Significant Accounting Policies

Basis of Presentation

The accompanying audited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements.

Such financial statements and accompanying notes are the representations of the Company’s management, who is responsible for their integrity and objectivity.

The accompanying audited financial statements

have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements.

Such financial statements and accompanying notes are the representations of the Company’s management, who is responsible for their

integrity and objectivity.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies.

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 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.

This may make comparison of the Company’s financial statements with another public company

which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”),

and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that

are not emerging growth companies.

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 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.

This may make comparison

of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth

company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting

standards used.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

The preparation of financial statements in conformity

with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities

and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses

during the reporting period.

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 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.

Cash Equivalents

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 December 31, 2022 and 2021, respectively.

Marketable Securities Held in Trust Account

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

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 financial statements,

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

the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments

with an original maturity of three months or less when purchased to be cash and cash equivalents.

The Company had no cash equivalents

as of December 31, 2023 and 2022, respectively.

Marketable Securities and Cash Held in Trust Account

As of December 31, 2023, investments held in the

Trust Account consisted of interest bearing demand deposits.

As of December 31, 2022, substantially all of the assets held in the Trust

Account were held in U.S.

Money Market Funds.

The Company’s investments held in the Trust Account are classified as trading securities.

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.

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

Offering Costs Associated with Initial Public Offering

The Company complies with the requirements of ASC Topic 340-10-S99-1

“Other Assets and Deferred Costs,” and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”.

Offering costs consist of legal, accounting, underwriting and other costs incurred through the balance sheet date that are related to the Public Offering.

Offering costs are charged against the carrying value of the ordinary shares or the statements of operations based on the relative value of the ordinary shares and the Public Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering.

Offering costs amounted to

$ 16,138,202 and of this, $ 15,428,121 was charged to temporary equity and $ 710,081 was deemed allocable to the warrants and charged to expense upon the completion of the IPO.

Such investments are presented on the condensed balance sheets at fair value at the end

of the reporting period.

Interest, dividends, gains and losses resulting from the change in fair value of these investments are included

in income from investments held in Trust Account in the accompanying condensed statements of operations.

The estimated fair values of

investments held in the Trust Account are determined using available market information.

Fair Value Measurement

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.

Fair value is defined as the price that would be received for sale of an asset o r paid for transfer of a liability, in an orderly transaction between market participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the

inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3.

The fair value of the Company’s assets and

liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying

amounts represented in the balance sheet, primarily due to its short-term nature.

Fair value is defined as the price that would

be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives

the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the

lowest priority to unobservable inputs (Level 3 measurements).

The Company’s financial instruments are classified as either Level

1, Level 2 or Level 3.

These tiers include:

3 unchanged sentences

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”.

The Company’s derivative instruments are recorded at fair value on the balance sheet with changes in the fair value reported in the statement s

of operations.

Derivative assets and liabilities are classified on the balance sheets as current or non-current

based on whether or not net-cash

settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

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.

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

The Company evaluates its financial instruments

to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic

815, “Derivatives and Hedging”.

The Company’s derivative instruments are recorded at fair value on the balance sheet

with changes in the fair value reported in the statements of operations.

Derivative liabilities are classified on the balance sheets as

current or non-current based on whether or not net-cash settlement or conversion of the instrument is reasonably expected to require the

use of existing resources properly classifiable as current assets, or the creation of other current liabilities.

Warrant Liabilities

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

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

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

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.

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

April 19, 2021

These liabilities are

subject to re-measurement at each balance sheet date.

With each such re-measurement, the warrant liabilities 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 redeemable Class A ordinary shares and non-redeemable Class A and Class B ordinary shares.

Income and losses are shared

pro rata between the two classes of shares.

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.

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 (loss) income per ordinary share.

The earnings per share presented in the statement of operations is

based on the following:

Net (loss) income

$ ( 3,001,194 )

Accretion of temporary equity to redemption value

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

( 3,984,431 )

Net income including accretion of temporary equity to redemption value

Year Ended December 31, 2023

For the Period from April 19,

2021 (Inception)

Through December 31, 2021

Basic and diluted net income (loss) per share

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

Year Ended December 31, 2022

Non-redeemable

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 net income (loss)

( 6,167,983 )

Allocation of net (loss) income

$ ( 5,027,939 )

Weighted-average shares outstanding

Basic and diluted net income (loss) 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, excluding ordinary shares forfeited.

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.

Basic and diluted net (loss) income per share

Net (loss) income per share is computed by dividing

net (loss) income 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) income 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.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480.

Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value.

Conditionally redeemable ordinary shares (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.

At all other times, ordinary shares are classified as shareholder’s equity.

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

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

capital (or accumulated deficit in the absence of additional paid-in

capital) immediately as they occur.

The Company recorded accretion of $ 3,986,568 in accumulated deficit for the year ended December 31, 2022 and for the period from April 19, 2021 (inception) through December 31, 2021, the Company recorded accretion of $ 1,290,608 in additional paid-in

capital and $ 31,801,513 was recorded in accumulated deficit.

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

ASC Topic 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC Topic 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

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

The Company accounts for its Class A ordinary

shares subject to possible redemption in accordance with the guidance in ASC Topic 480.

Class A ordinary shares subject to mandatory redemption

(if any) are classified as a liability instrument and are measured at fair value.

Conditionally redeemable ordinary shares (including

shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of

uncertain events not solely within the Company’s control) are classified as temporary equity.

At all other times, ordinary shares

are classified as shareholders’ equity.

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 and recognizes changes in redemption value in additional paid-in capital (or accumulated deficit in the absence

of additional paid-in capital) immediately as they occur.

The Company recorded accretion of $ 3,066,977 and $ 3,986,568 , respectively, in

accumulated deficit for year ended December 31, 2023 and 2022.

For the period ended December 31, 2023, the Company recorded redemption

of $ 272,554,813 and $ 1,116,710 was deposited in the Trust Account for extension funding.

For the year ended December 31, 2022 there were

no redemptions or deposits in the Trust Account for extension funding.

ASC Topic 740, “Income Taxes”, requires

the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and

tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC Topic 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred

tax assets will not be realized.

ASC Topic 740 prescribes a recognition threshold

and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in

a tax return.

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

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

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

There is currently no taxation imposed on income by the Government of the Cayman Islands.

The Company’s management determined that

the Cayman Islands is the Company’s only major tax jurisdiction.

There is currently no taxation imposed on income by the Government

of the Cayman Islands.

In accordance with Cayman income tax regulations, income taxes are not levied on the Company.

Consequently, income taxes are not reflected in the Company’s financial statements.

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

As of December 31, 2022 and 2021, 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.

taxation could be imposed if the Company is engaged in a U.S.

trade or business.

The Company is not expected to be treated as engaged in a U.S.

trade or business at this time.

Additionally, given the nature of the investment income generated from the funds held in the Trust Account, it is not subject to tax withholdings in the U.S.

Moreover, the Company determined that no income tax liability would arise from any other jurisdictions outside of the Cayman Islands.

Consequently, income taxes are not reflected in the Company’s financial statements.

Consequently, income

taxes are not reflected in the Company’s financial statements.

The Company recognizes accrued interest and penalties

related to unrecognized tax benefits as income tax expense.

As of December 31, 2023 and 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

In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06,

“Debt—Debt with Conversion and Other Options (Subtopic 470-20)

and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)”,

(“ASU2020-06”)

to simplify accounting for certain financial instruments.

eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity.

The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity.

amends the diluted earnings per share guidance, including the requirement to use the if-converted

method for all convertible instruments.

As a smaller reporting company, ASU2020-06

is effective January 1, 2024 for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021.

The Company is currently assessing the impact, if any, that ASU2020-06

would have on its financial position, results of operations or cash flows.

The Company has not adopted this guidance as of December 31, 2022.

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 financial statements.

Note 3 — Public Offering

On October 22, 2021, the Company consummated its IPO of 27,600,000 Units, which included the full exercise of the underwriters’ over-allotment option, at a price of $ 10.00 per Unit, generating gross proceeds of $ 276,000,000 .

Each Unit consists of one Class A ordinary share and one -half

of one redeemable warrant (each, a “Public Warrant”).

Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share.

All of the 27,600,000 Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation.

In accordance with the guidance in ASC Topic 480 and with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC Topic 480-10-S99,

redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity.

The Class A ordinary shares is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99.

If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.

The Company recognizes changes in redemption value immediately as they occur.

Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value.

The change in the carrying value of redeemable ordinary shares resulted in charges against additional paid-in

capital and accumulated deficit.

As of December 31, 2022 and 2021, the ordinary shares reflected on the balance sheets are reconciled in the following table:

Gross proceeds

Proceeds allocated to Public Warrants

Class A ordinary share issuance costs

Accretion of carrying value to redemption value

Class A ordinary shares subject to possible redemption as of December 31, 2021

Accretion of carrying value to redemption value

Class A ordinary shares subject to possible redemption as of December 31, 2022

Note 4 — Private Placement

The Sponsor purchased 11,240,000 warrants, which included the underwriters’ exercise of the full over-allotment option (the “Private Placement Warrants”), each exercisable to purchase one Class A ordinary share at $ 11.50 per share, subject to adjustment, at a price of $ 1.00 per warrant and $ 11,240,000 in the aggregate, in a private placement that occurred concurrently with the closing of the Public Offering.

Additionally, Salient Capital Advisors, LLC, acting in its capacity as investment advisor on behalf of one or more client accounts (“Salient Client Accounts”) purchased 2,800,000 warrants on the same terms as the Sponsor in a private placement that occurred concurrently with the closing of the Public Offering.

The private placement resulted in an aggregate of 14,040,000 warrants and $ 14,040,000 in proceeds, a portion of which was placed in the Trust account.

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 financial

Note 3 — Related Party Transactions

Founder Shares

On April 27, 2021, the Sponsor paid $ 25,000 , or approximately $ 0.004 per share, to cover certain offering costs in consideration for 5,750,000 Class B ordinary shares, par value $ 0.0001 .

In September 2021, certain shareholders surrendered, for no consideration, an aggregate of 1,437,500 Class B ordinary shares, leaving 5,750,000 Founder Shares outstanding.

In October 2021, a share dividend was issued which resulted in 6,900,000 Founder Shares outstanding;

of which 900,000 were subject to surrender if the underwriter had not exercised their full over-allotment option.

All share values and related amounts have been retroactively restated to reflect the dividend.

On September 10, 2021, the Sponsor transferred 115,000 Class B ordinary shares to each of its three independent directors.

Additionally, on September 27, 2021, the Company sold 831,393 Class B ordinary shares to the Salient Client Accounts at a price of approximately $ 0.004 per share.

As of December 31, 2022, the Sponsor held 4,573,607 Class B ordinary shares.

The initial shareholders 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 and Public Shares in connection with the completion of the Business Combination;

(ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the amended and restated memorandum and articles of association (A) that would 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 Business Combination or to redeem 100 % of the Company’s public shares if it does not complete the Business Combination within 15 months from the closing of the Public Offering (or up to 21 months, if extended) to complete a Business Combination or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to consummate an Business Combination within 15 months from the closing of this offering (or up to 21 months, if

extended) to complete a Business Combination as described in the prospectus (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the Business Combination within the prescribed time frame).

If the Company seeks shareholder approval, it will complete the Business Combination only if it is approved by an ordinary resolution or such higher approval threshold as may be required by Cayman Islands law and pursuant to the amended and restated memorandum and articles of association.

In such case, the initial shareholders and each member of the management team have agreed to vote their Founder Shares and Public Shares in favor of the Business Combination.

Promissory Note — 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.

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.

The Company borrowed a total of $ 262,268 .

This loan was non-interest

bearing, unsecured and due at the earlier of December 31, 2021 or the closing of the Public Offering.

The loan was to be repaid upon the closing of the Public Offering out of the offering proceeds not held in the Trust Account.

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

As of December 31, 2022 and 2021, the Company had $ 171,346 outstanding under the promissory note.

This loan was non-interest bearing, unsecured and due at the earlier of December 31, 2021 or the closing of the Public Offering.

was to be repaid upon the closing of the Public Offering out of the offering proceeds not held in the Trust Account.

In connection with

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

As of December 31, 2023 and 2022, the Company

had $ 171,346 outstanding under the promissory note and as is included on the balance sheet as promissory note—related party.

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

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.

On October 17, 2023, ESGEN issued an amended and

restated promissory note (the “October 2023 Promissory Note”) in the principal amount of up to $ 2,500,000 to the Sponsor.

The October 2023 Promissory Note amends, restates, replaces and supersedes the Note dated April 5, 2023.

The October 2023 Promissory Note

may be drawn down by ESGEN from time to time prior to the consummation of ESGEN’s initial Business Combination.

The October 2023

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

The October 2023 Promissory Note, as well as the promissory note issued on April 17, 2021 to the Sponsor (“April 2021

Promissory Note”), will not be repaid and will be cancelled at the closing of the Business Combination.

As of December 31, 2023,

the Company had $ 1,612,398 outstanding under the October 2023 Promissory Note and is included on the balance sheet as promissory note—related

On January 24, 2024, ESGEN issued a new promissory

note (“January 2024 Promissory Note”) in the principal amount of up to $ 750,000 to the Sponsor.

The January 2024 Promissory

Note may be drawn down by ESGEN from time to time prior to the consummation of ESGEN’s initial Business Combination for specific

uses as designated therein.

The January 2024 Promissory 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 principal amount under the January 2024 Promissory Note will be paid at

the closing of the Business Combination from the funds that ESGEN has available to it outside of its Trust Account (See Note 10).

Due to Related Party

In the ordinary course of business, the Sponsor

or an affiliate of the Sponsor, or certain of the Company’s officers and directors may pay for certain expenses on behalf of the

These amounts paid for on behalf of the Company are due upon demand and are non-interest bearing.

At December 31, 2023 and 2022,

$ 75,000 and $ 0 , respectively, is included in due to related party on the balance sheet for expenses the Sponsor paid for on behalf of

Including the amounts paid for by the Sponsor and the office space, utilities, secretarial support and administrative services

(discussed below), the aggregate amount for due to related party on the balance sheet was $ 339,193 and $ 144,193 at December 31, 2023 and

2022, respectively.

Working Capital Loans

In order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

If the Company completes the initial Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company.

In order to finance transaction costs in connection

with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors

may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

If the Company completes

the initial Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to

Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account.

In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans.

Up to $ 1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $ 1.00 per warrant at the option of the lender.

In the event that the

initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay

the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans.

Up to $ 1,500,000 of

such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $ 1.00 per warrant at

the option of the lender.

The warrants would be identical to the Private Placement Warrants.

As of December 31, 2022 and 2021, the Company had no borrowings under the Working Capital Loans.

As of December 31, 2023 and 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 year ended December 31, 2022 and for the period from April 19, 2021 (inception) through December 31, 2021, the Company has incurred

$ 120,000 and $ 24,193 , respectively.

No amounts have been paid for these services.

As of December 31, 2022 and 2021, the Company reported on the balance sheets $ 120,000 and $ 24,193 , respectively, pursuant to this agreement, in “Due to related party”.

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 each of the years ended December 31, 2023 and 2022, the Company incurred $ 120,000 .

No amounts have

been paid for these services.

As of December 31, 2023 and 2022, the Company has accrued and reported on the balance sheets $ 264,193 and

$ 144,193 , respectively, pursuant to this agreement, and included in “Due to related party”.

Note 4 — Prepaid Expenses

The Company’s prepaid expenses as of December 31, 2022 and 2021 primarily consisted of insurance.

December 31, 2022

December 31, 2021

The Company’s prepaid expenses as of December 31, 2023 and 2022

primarily consisted of the following:

Prepaid insurance

Other prepaid expenses

Note 5 — Accounts Payable and Accrued Expense

The Company’s accounts payable and accrued expenses as of December

31, 2023 and 2022 primarily consisted of legal accruals.

Legal accrual

Other payables and expenses

Note 6 — Commitments & Contingencies

Registration and Shareholder Rights

The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and expected shareholder rights agreement signed at the closing of our Public Offering.

The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination.

period, which occurs (i) in the case of the Founder Shares, and (ii) in the case of the private placement warrants and the respective Class A

ordinary shares issuable upon exercise of the private placement warrants, 30 days after the completion of the initial Business Combination.

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

The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Working Capital Loans and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and expected shareholder rights agreement signed at the closing of our Public Offering.

The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company’s register such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of its initial Business Combination.

However, the registration and expected shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period, which occurs (i) in the case of the Founder Shares, as described in the following paragraph, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of the initial Business Combination.

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

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 -trading

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.

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.

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

In addition, pursuant to the registration and expected shareholder rights agreement, the Sponsor, upon and following consummation of an initial Business Combination, will be entitled to nominate three individuals for election to the board of directors, as long as the Sponsor holds any securities covered by the registration and expected shareholder rights agreement.

The holders of the Founder Shares, Private Placement

Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the

exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled

to registration rights pursuant to a registration and expected shareholder rights agreement signed at the closing of our Public Offering.

The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements

filed subsequent to the Company’s completion of its initial Business Combination.

However, the registration and expected shareholder

rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective

until termination of the applicable lock-up period, which occurs (i) in the case of the Founder Shares, and (ii) in the case of the private

placement warrants and the respective Class A ordinary shares issuable upon exercise of the private placement warrants, 30 days after

the completion of the initial Business Combination.

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

registration statements.

The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion

of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Working Capital Loans and warrants that may

be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and expected shareholder

rights agreement signed at the closing of our Public Offering.

The holders of these securities are entitled to make up to three demands,

excluding short form demands, that the Company’s register such securities.

In addition, the holders have certain “piggy-back”

registration rights with respect to registration statements filed subsequent to the completion of its initial Business Combination.

the registration and expected shareholder rights agreement provides that the Company will not permit any registration statement filed

under the Securities Act to become effective until termination of the applicable lockup period, which occurs (i) in the case of the Founder

Shares, as described in the following paragraph, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary

shares underlying such warrants, 30 days after the completion of the initial Business Combination.

The Company will bear the expenses

incurred in connection with the filing of any such registration statements.

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 -trading 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.

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.

The Company refers to such transfer restrictions throughout the Public Offering as the

In addition, pursuant to the registration and

expected shareholder rights agreement, the Sponsor, upon and following consummation of an initial Business Combination, will be entitled

to nominate three individuals for election to the board of directors, as long as the Sponsor holds any securities covered by the registration

and expected shareholder rights agreement.

Underwriting Agreement

The Company granted the underwriters a 45-day

option to purchase up to 3,600,000 additional Units to cover over-allotments, if any, at the Public Offering price less the underwriting commission.

The underwriters exercised the full over-allotment at the consummation of the Public Offering on October 22, 2021.

The underwriters earned an underwriting commission of two percent

( 2 %) of the gross proceeds of the Public Offering, or $ 5,520,000 , which was paid in cash at closing of the offering.

Additionally, 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.

The underwriters were entitled to a deferred underwriters

fee of 3.5 % of the gross proceeds of the Public Offering upon the completion of the Company’s initial Business Combination.

2023, the underwriters waived any right to receive the deferred underwriters fee and will therefore receive no additional underwriters

fee in connection with the Closing.

As a result, the Company recognized $ 425,040 of other income on the statement of operations and $ 9,234,960

was recorded to accumulated deficit on the statements of changes in redeemable ordinary shares and shareholders’ deficit in relation

to the reduction of the deferred underwriters fee.

As of December 31, 2023 and 2022, the deferred underwriters fee is $ 0 and $ 9,660,000 ,

respectively.

To account for the waiver of the deferred underwriters

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 underwriters fee, the Company reduced the deferred underwriters fee 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.

Additionally, as the amount is a component of accretion of Class A ordinary shares subject to possible redemption,

the Company treated it in the same manner as a dividend paid to the shareholder in the calculation of the net (loss) income per ordinary

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 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”).

The Company consummated the Business Combination on March 13, 2024 (see Note 10 –

Subsequent Events)

Note 7 — 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

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 remeasurement at each balance sheet date.

With each such remeasurement, the warrant liabilities will be adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations.

The Company accounts for the 27,840,000 warrants

issued in connection with the IPO ( 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 classifies each warrant as a liability at its fair value.

liability is subject to remeasurement at each balance sheet date.

With each such remeasurement, the warrant liabilities

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

Public Warrants

Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment as discussed herein.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $ 9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in

the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, the $ 18.00 per share redemption trigger price described adjacent to “Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 18.00 ” will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price, and the $ 10.00 per share redemption trigger price described adjacent to the caption “Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 10.00 ” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

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;

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.

The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.

If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but it 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.

In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361 .

Each whole warrant entitles the holder to purchase

one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment as discussed herein.

In addition, if (x) the Company

issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the

initial Business Combination at an issue price or effective issue price of less than $ 9.20 per ordinary share (with such issue price or

effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to

the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior

to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 %

of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation

of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares

during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination

(such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest

cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, the $ 18.00 per share redemption trigger price

described adjacent to “Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 18.00 ” will be

adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price, and the $ 10.00 per share

redemption trigger price described adjacent to the caption “Redemption of warrants when the price per Class A ordinary share equals

or exceeds $ 10.00 ” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

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.

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;

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.

The “fair market value” as used in this paragraph shall

mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date

on which the notice of exercise is received by the warrant agent.

If a registration statement covering the Class A ordinary shares issuable

upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders

may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain

an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities

Act or another exemption, but it 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.

In such event, each holder would pay the exercise price by surrendering the warrants

for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number

of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less

the exercise price of the warrants by (y) the fair market value and (B) 0.361 .

The “fair market value” as used in this paragraph

shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to

the date on which the notice of exercise is received by the warrant agent.

Redemption of warrants when the price per Class

A ordinary share equals or exceeds $ 18.00 .

Once the warrants become exercisable, the Company may redeem not less than all of the outstanding warrants (except as described herein with respect to the Private Placement Warrants):

Once the warrants become exercisable, the Company may redeem not less than all of the outstanding

warrants (except as described herein with respect to the Private Placement Warrants):

in whole and not in part;

1 unchanged sentence

● 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.

● 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.

Redemption of warrants when the price per Class

A ordinary share equals or exceeds $ 10.00 .

Once the warrants become exercisable, the Company may redeem not less than all of the outstanding warrants:

Once the warrants become exercisable, the Company may redeem not less than all of the outstanding

in whole and not in part;

● 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-trading

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

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

Private Warrants

If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units sold in the Public Offering.

Any amendment to the terms of the Private Placement Warrants or any provision of the warrant agreement with respect to the Private Placement Warrants will require a vote of holders of at least 50% of the number of the then outstanding Private Placement Warrants.

The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the IPO.

Accordingly, the Company has classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by a Black Scholes model.

This liability is subject to re-measurement at each balance sheet date.

With each such re-measurement,

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

If the Private Placement Warrants are held by

holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption

scenarios and exercisable by the holders on the same basis as the warrants included in the units sold in the Public Offering.

Any amendment

to the terms of the Private Placement Warrants or any provision of the warrant agreement with respect to the Private Placement Warrants

will require a vote of holders of at least 50 % of the number of the then outstanding Private Placement Warrants.

The accounting treatment of derivative financial

instruments requires that the Company record a derivative liability upon the closing of the IPO.

Accordingly, the Company has classified

each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units

equal to its fair value.

These liabilities are subject tore-measurement at each balance sheet date.

With each such re-measurement, the

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

The Company will reassess the classification at each balance sheet date.

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.

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 8 — Recurring Fair Value Measurements

As of December 31, 2022 and 2021, 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.

As such, the Public Warrant valuation is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

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

At 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.

At December 31, 2021, the Company’s Private Warrant liabilities is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets.

Significant deviations from these estimates and inputs could result in a material change in fair value.

As of December 31, 2023 and 2022, marketable securities

and cash held in 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.

As such, the Public Warrant valuation is based on unadjusted quoted prices in active markets for identical assets or liabilities

that the Company has the ability to access.

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

value hierarchy.

At December 31, 2023 and 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 December 31, 2022 and 2021 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.

The following tables presents fair value information

as of December 31, 2023 and 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.

December 31, 2023

Marketable securities held in Trust Account

Cash held in Trust Account

Public Warrants

3 unchanged sentences

Marketable securities held in Trust Account

$ 285,506,568

Public Warrants

1 unchanged sentence

Total liabilities

The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis:

Warrant liabilities – initial measurement

Chang e in fair value of warrant liabilities

Transfer to Level 1

Warrant liabilities at December 31, 2021

Change in fair value of warrant liabilities

Transfer to Level 2

Warrant liabilities at December 31, 2022

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period.

The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the period April 19, 2021 (Inception) through December 31, 2021 after the Public Warrants were separately listed and traded.

The estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 fair value measurement during the year ended December 31, 2022 due to the use of an observable market quote for a similar asset in an active market.

The estimated fair value of the Private Placement Warrants at December 31,

was determined using a Black Scholes model with assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield.

The Company estimates the volatility of its ordinary shares based on projected volatility of comparable public companies that matches the expected remaining life of the warrants.

The risk-free interest rate is based on the U.S.

Treasury zero-coupon

yield curve on the grant date for a maturity similar to the expected remaining life of the warrants.

The expected life of the warrants is based on management assumptions regarding the timing and likelihood of completing a business combination.

The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

The following table presents quantitative information about the Company’s Level 3 liabilities that are measured at fair value on a recurring basis as of December 31, 2021.

December 31, 2021

Exercise price

Risk-free rate

Expected volatility

There were no transfers to or from Levels 1, 2 or 3 for the year ended

December 31, 2023 or 2022.

Note 9 — 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 December 31, 2022 and 2021, 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 December 31, 2022 and 2021, there were no Class A ordinary shares issued or outstanding other than the 27,600,000 Class A ordinary shares subject to possible redemption that are accounted for outside of the shareholder’s deficit section of our balance sheets.

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.

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

As of December 31, 2022 and 2021, there were 6,900,000 Class B ordinary shares issued and outstanding.

Of the 6,900,000 Class B ordinary shares, up to 900,000 shares were subject to forfeiture to the Company for no consideration to the extent that the underwriter’s over-allotment option was not exercised in full or in part, so that the initial shareholders will collectively own

20 % of the Company’s issued and outstanding ordinary shares after the Public Offering.

The underwriters exercised their full over-allotment on October 22, 2021.

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

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.

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 December 31, 2023 and 2022, there were no preference

shares issued or outstanding.

Class 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 December 31, 2023 and 2022, there

were 5,619,077 and 0 Class A ordinary shares issued or outstanding other than the 1,408,555 and 27,600,000 Class A ordinary shares subject

to possible redemption that are accounted for outside of the shareholders’ deficit section of the balance sheets, respectively.

In connection with the approval of the Conversion

Proposal at the October 20, 2023 shareholder meeting and the adoption of the Charter Amendment, the Sponsor converted all of its 5,619,077

Class B ordinary shares into Class A ordinary shares.

As a result of the Sponsor Share Conversion and redemptions made in connection with

the Extension Proposal and Conversion Proposal, 1,408,555 and 5,619,077 redeemable Class A ordinary shares and non-redeemable Class A

ordinary shares, respectively, remain outstanding.

Notwithstanding the Sponsor Share Conversion, the Sponsor will be not entitled to receive

any funds held in the Trust Account with respect to any Class A ordinary shares issued to the Sponsor as a result of the Sponsor Share

Conversion and no additional amounts will be deposited into the Trust Account in respect of shares of Class A ordinary shares held by

the Sponsor in connection with the extension of the Termination Date to the Extended Date or any Additional Extension Dates.

Class 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.

Holders are entitled to one vote for each

share of Class B ordinary shares.

As of December 31, 2023 and 2022, there were 1,280,923 and 6,900,000 Class B ordinary shares issued

and outstanding, respectively.

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 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 10 — Subsequent Events

redemption amount of $ 255,875,757

On each of January 18, 2024 and February 16, 2024,

the Company deposited $ 24,650 into the Trust Account in connection with Additional Extensions.

First Amendment to the Business Combination Agreement

On January 24, 2024, ESGEN and Sunergy entered

into the First Amendment to the Initial Business Combination Agreement (the “First Amendment” and, the Initial Business Combination

Agreement as amended by the First Amendment, the “Business Combination Agreement”).

The First Amendment provides for, among

other things, the:

(i) reduction of the aggregate

consideration to the pre-transaction Sunergy equity holders from $ 410 million to $ 337.3 million;

(ii) removal of the (a) $ 20

million minimum cash condition and (b) provision requiring forfeiture of founder shares in connection with excess transaction expenses;

(iii) modification of the

terms and structure of the Sponsor PIPE Investment (as defined below) from $ 10.0 million in shares of Class A common stock, par value

$ 0.0001 per share (“New PubCo Class A Common Stock”), of the continuing entity following the continuation of ESGEN by way

of domestication of ESGEN into a Delaware corporation, which continuing entity will be renamed Zeo Energy Corp.

(“New PubCo”),

to up to $ 15.0 million in convertible preferred units of OpCo (the “Convertible OpCo Preferred Units”) to be issued to the

Sponsor pursuant to the Amended and Restated Subscription Agreement (as defined below);

(iv) forfeiture of an aggregate

of 2.9 million founder shares and an additional 500,000 founder shares if, within two years of closing of the Business Combination (the

“Closing”), the Convertible OpCo Preferred Units are redeemed or converted (with such shares subject to a lock-up for two

years after the Closing);

(v) forfeiture of all private

warrants to purchase one ESGEN Class A ordinary share, par value $ 0.0001 per share, of ESGEN (“ESGEN Private Placement Warrants”);

(vi) Sponsor will contribute

those certain promissory notes, dated as of April 27, 2021 and October 17, 2023 (which promissory note amended and restated that certain

promissory note dated as of April 5, 2023), by and between Sponsor and ESGEN, to ESGEN as a contribution to the capital of ESGEN and all

amounts due thereunder will be cancelled;

(vii) the outside date for

the Business Combination to be extended to April 22, 2024.

Non-redemption Agreement

On March 11, 2024, ESGEN,

entered into a non-redemption agreement (the “Non-Redemption Agreement”) with The K2 Principal Fund L.P.

(“K2”), pursuant to which K2 agreed (i) to purchase at least 174,826 of ESGEN’s Class A ordinary shares, par

value $ 0.0001 per share (the “Class A ordinary shares”), in the open market from investors who had elected to redeem

such shares in connection with the Company’s extraordinary general meeting of shareholders held to approve the proposed Business

Combination Agreement.

In exchange for the foregoing

commitments to purchase and not redeem such Class A ordinary shares, ESGEN agreed to issue, for no consideration an aggregate of

225,174 shares of Class A common stock, par value $ 0.0001 per share, of Zeo Energy Corp., a Delaware corporation and the successor

to ESGEN following the close of the Business Combination Agreement.

Business Combination

On March 13, 2024 (the “Closing Date”),

the registrant consummated its previously announced business combination (the “Closing”), pursuant to that certain Business

Combination Agreement, dated as of April 19, 2023 (as amended on January 24, 2024, the “Business Combination Agreement”),

by and among Zeo Energy Corp., a Delaware corporation (f/k/a ESGEN Acquisition Corporation, a Cayman Islands exempted company), ESGEN

OpCo, LLC, a Delaware limited liability company(“OpCo”), Sunergy Renewables, LLC, a Nevada limited liability company (“Sunergy”),

the Sunergy equityholders set forth on the signature pages thereto or joined thereto (collectively, “Sellers” and each, a

“Seller”, and collectively with Sunergy, the “Sunergy Parties”), for limited purposes, ESGEN LLC, a Delaware limited

liability company (the “Sponsor”), and for limited purposes, Timothy Bridgewater, an individual, in his capacity as the Sellers

Representative (collectively, the “Business Combination”).

Prior to the Closing, (i) except as otherwise specified in the

Business Combination Agreement, each issued and outstanding Class B ordinary share of ESGEN was converted into one Class A ordinary share

of ESGEN (the “ESGEN Class A Ordinary Shares” and such conversion, the “ESGEN Share Conversion”);

and (ii) ESGEN

was domesticated into the State of Delaware so as to become a Delaware corporation (the “Domestication”).

In connection with

the Closing, the registrant changed its name from “ESGEN Acquisition Corporation” to “Zeo Energy Corp.”

In connection with entering into the Business

Combination Agreement, ESGEN and the Sponsor entered into a subscription agreement, dated April 19, 2023, which ESGEN, the Sponsor and

OpCo subsequently amended and restated on January 24, 2024 (the “Sponsor Subscription Agreement”), pursuant to which, among

other things, the Sponsor agreed to purchase an aggregate of 1,000,000 preferred units of OpCo (“Convertible OpCo Preferred Units”)

convertible into Exchangeable OpCo Unites (as defined below) (and be issued an equal number of shares of Zeo Class V Common Stock) concurrently

with the Closing at a cash purchase price of $ 10.00 per unit and up to an additional 500,000 Convertible OpCo Preferred Units (together

with the concurrent issuance of an equal number of shares of Zeo Class V Common Stock) during the six months after Closing if called

Prior to the Closing, ESGEN informed the Sponsor that it wished to call for the additional 500,000 Convertible OpCo Preferred

Units at the Closing and, as a result, a total of 1,500,00 Convertible OpCo Preferred Units and an equal number of shares of Zeo Class

V Common Stock were issued to Sponsor pursuant to the Sponsor Subscription Agreement for aggregate consideration of $ 15,000,000 .

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-K

Item 9A. Controls and Procedures