Other Information.
−Removed: 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)
−Removed: Amendment to the 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 January 20, 2023)
−Removed: Amendment to the 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 24, 2023)
−Removed: Amendment to the Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on October 24, 2023)
−Removed: Amended and Restated Promissory Note in favor of ESGEN LLC, dated October 17, 2023 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on October 17, 2023)
−Removed: Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
−Removed: Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
−Removed: Certification of Principal Executive Officer Pursuant to 18 U.S.C.
−Removed: Section 1350, as adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
−Removed: Certification of Principal Financial Officer Pursuant to 18 U.S.C.
−Removed: Section 1350, as adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
−Removed: Inline XBRL Instance Document
−Removed: Inline XBRL Taxonomy Extension Schema Document
−Removed: Inline XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Definition Document
−Removed: Inline XBRL Taxonomy Extension Label Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Presentation Linkbase Document
−Removed: Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
+Added: following exhibits are filed as part of, or incorporated by reference into, this Form 10-Q.
+Added: Incorporated by
+Added: Certificate of Incorporation of Zeo Energy Corp.
+Added: March 20, 2024
+Added: Bylaws of Zeo Energy Corp.
+Added: Amended and Restated Subscription Agreement, dated as of January 24, 2024, by and among ESGEN, OpCo and the Sponsor.
+Added: Letter Agreement, dated as of October 22, 2021, by and among ESGEN, the Sponsor and the Insiders party thereto.
+Added: October 25, 2021
+Added: Amendment to Letter Agreement, dated as of April 19, 2023, by and among ESGEN, the Sponsor and the Insiders party thereto.
+Added: Amendment No.
+Added: 2 to Letter Agreement, dated as of January 24, 2024, by and among ESGEN, the Sponsor and the Insiders party thereto.
+Added: Side Letter, dated as of March 13, 2024 by and among ESGEN, Sponsor, Sunergy and the other parties thereto.
+Added: Non-Redemption Agreement, dated as of March 11, 2024, by and between ESGEN and The K2 Principal Fund L.P.
+Added: Amended and Restated Registration Rights Agreement, dated as of March 13, 2024.
+Added: OpCo A&R LLC Agreement, dated as of March 13, 2024.
+Added: Tax Receivable Agreement, dated as of March 13, 2024.
+Added: Form of Indemnification Agreement.
+Added: Employment Agreement, dated March 13, 2024, by and between Opco and Timothy Bridgewater.
+Added: Employment Agreement, dated March 13, 2024, by and between Opco and Kalen Larsen.
+Added: Employment Agreement, dated March 13, 2024, by and between Opco and Gianluca “Luke” Guy.
+Added: Employment Agreement, dated March 13, 2024, by and between Opco and Brandon Bridgewater.
+Added: Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
+Added: Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
+Added: XBRL Instance Document
+Added: XBRL Taxonomy Extension Schema Document.
+Added: XBRL Taxonomy Extension Calculation Linkbase Document.
+Added: XBRL Taxonomy Extension Definition Linkbase Document.
+Added: XBRL Taxonomy Extension Label Linkbase Document.
+Added: XBRL Taxonomy Extension Presentation Linkbase Document.
+Added: Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
Filed herewith.
Furnished herewith.
−Removed: Pursuant to the requirements 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.
−Removed: November 14, 2023
−Removed: ESGEN Acquisition Corporation
−Removed: /s/ Andrea Bernatova
−Removed: Andrea Bernatova
−Removed: Chief Executive Officer
−Removed: November 14, 2023
−Removed: ESGEN Acquisition Corporation
−Removed: /s/ Nader Daylami
−Removed: Nader Daylami
−Removed: Chief Financial Officer
+Added: to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
+Added: the undersigned, thereunto duly authorized.
+Added: /s/ Timothy Bridgewater
+Added: Timothy Bridgewater
+Added: Chief Executive Officer and Chief Financial Officer
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.