Explanatory Note
On January 18, 2023, ESGEN Acquisition Corporation (“ESGEN” or the “Company”) filed a
Current Report on Form 8-K (the “Original Form 8-K”) with the Securities and Exchange Commission. This Amendment No. 1 to the Original Form 8-K amends and restates the Original Form 8-K in its entirety and updates (1) the amount being redeemed from the Trust Account (as defined below), (2) the per-share redemption price and (3) the number of Class A ordinary shares (as defined below) outstanding as of the December 21, 2022, the record date for the Meeting (as defined below), in each case
based on supplemental information proved by Continental Stock Transfer & Trust Company subsequent to the filing of the Original Form 8-K. All other information in the Original Form 8-K remains unchanged.
| Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On January 18, 2023, ESGEN held an extraordinary general meeting of shareholders (the “Meeting”), to consider and
vote upon a proposal to amend, by special resolution, the Company’s amended and restated memorandum and articles of association (the “Extension Proposal”) to: (i) extend from January 22, 2023 to April 22,
2023 (the “Extended Date”), the date (the “Termination Date”) by which, if the Company has not consummated a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or
similar business combination involving one or more businesses or entities, the Company must: (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible but not more than ten business days
thereafter, redeem the shares sold in the Company’s initial public offering (the “Public Shares”) (in a redemption that will completely extinguish the rights of the owners of the Public Shares as shareholders (including
the right to receive further liquidation distributions, if any)) at a per-share price, payable in cash, equal to (1) the aggregate amount then on deposit in the trust account located in the United States
with Continental Stock Transfer & Trust Company acting as trustee (“Trust Account”), including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income
taxes, if any, less up to $100,000 of interest to pay winding up and dissolution expenses (net of any taxes payable), divided by (2) the number of the then-outstanding Public Shares; and (c) as promptly as reasonably possible following
such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors (the “Board”), liquidate and dissolve, subject in the case of clauses (b) and (c) to the
Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law, and (ii) in the event that the Company has not consummated an initial business combination by the Extended
Date, 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 the Extended Date, 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 Date”), provided that the
Company’s sponsor, ESGEN LLC (the “Sponsor”) or the Sponsor’s affiliates or permitted designees (the “Lenders” and each a “Lender”) will deposit into the Trust Account
for each Additional Extension Date the lesser of (a) US$140,000 or (b) $0.04 for each Public Share that is then-outstanding, in exchange for one or more non-interest bearing, unsecured promissory notes
issued by the Company to the Lender. If the Company completes its initial business combination, it will, at the option of the Lender, repay the amounts loaned under the promissory note(s) or convert a portion or all of the amounts loaned under such
promissory note(s) into warrants at a price of $1.00 per warrant, which warrants will be identical to the private placement warrants, each exercisable to purchase one Class A ordinary share, par value $0.0001
(“Class A ordinary share”) at $11.50 per share, subject to adjustment, at a price of $1.00 per warrant issued to the Sponsor at the time of the Company’s initial public offering. If the
Company does not complete a business combination by the deadline to consummate an initial business combination, such promissory notes will be repaid only from funds held outside of the Trust Account.
As described in Item 5.07 of this Current Report on Form 8-K below, ESGEN shareholders have approved
the Extension Proposal. On January 18, 2023, ESGEN filed the charter amendment with the Registrar of Companies of the Cayman Islands (the “Charter Amendment”).
The foregoing description is qualified in its entirety by reference to the Charter Amendment, a copy of which is attached as Exhibit 3.1
hereto and is incorporated by reference herein.
1