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.
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Item 5.03 |
Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
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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.
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