Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
On January 18, 2023, ESGEN Acquisition Corporation
(“ESGEN” or the “Company”) 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.
Item 5.07 Submission of Matters to a Vote of Security
Holders.
On January 18, 2023, ESGEN held the Meeting to approve the
Extension Proposal and the proposal by ordinary resolution to
approve the adjournment of the Meeting by the chairman thereof to a
later date, if necessary (the “Adjournment
Proposal”), each as described in the definitive proxy
statement of ESGEN relating to the Meeting, which was filed with
the Securities and Exchange Commission on December 28,
2022.
As of the close of business on December 21, 2022, the record
date for the Meeting, there were approximately 27,900,000
Class A ordinary shares, and 6,900,000 Class B ordinary
shares, par value $0.0001 per share (the
“Class B ordinary shares” and,
together with the Class A ordinary shares, the “ESGEN
Shares”), outstanding. A total of 28,542,729 ESGEN Shares,
representing approximately 83% of the outstanding ESGEN Shares
entitled to vote, were present in person or by proxy, constituting
a quorum.
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