As provided in the Definitive Proxy Statement, the Company is seeking shareholder approval of, among other things, the extension (the “Extension” and such proposal, the “Extension Amendment Proposal”) of the time period the Company has to complete an initial business combination from October 22, 2023 to July 22, 2024, and change of 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 (the “Conversion Proposal”). The purpose of the supplemental disclosures is to provide information about the expectation that ESGEN LLC, the Company’s sponsor, will convert all of its Class B ordinary shares into Class A ordinary shares of the Company, prior to any redemption in connection with the Extension Amendment Proposal or the Conversion Proposal.
Terms used herein, unless otherwise defined, have the meanings set forth in the Definitive Proxy Statement.
Supplemental Disclosures Regarding Expected Conversion of Class B Ordinary Shares
The Definitive Proxy Statement is hereby amended and supplemented by adding the following sentence:
“The Sponsor has informed the Company that it expects to convert all 5,619,077 of its Class B ordinary shares into Class A ordinary shares of the Company, in accordance with the terms of the Company’s Amended and Restated Memorandum and Articles of Association, prior to any redemption in connection with the implementation of the Charter Amendments.”
After the following existing disclosure:
“The Class B Conversion would be effected prior to the redemption of any Class A ordinary shares in connection with the implementation of the Extension Amendment or the Conversion Amendment.”
The Definitive Proxy Statement is hereby amended and supplemented by adding the following sentence:
“The Sponsor has informed the Company that it expects to convert all 5,619,077 of its Class B ordinary shares into Class A ordinary shares of the Company, in accordance with the terms of the Company’s Amended and Restated Memorandum and Articles of Association, prior to any redemption in connection with the implementation of the Charter Amendments.”
After each instance of the following existing disclosure:
“The Class B Conversion would be effected prior to the redemption of any Class A ordinary shares in connection with the implementation of the Charter Amendments.”
The Definitive Proxy Statement is hereby amended and supplemented by adding the following sentence:
“The Sponsor has informed the Company that it expects to convert all 5,619,077 of its Class B ordinary shares into Class A ordinary shares of the Company, in accordance with the terms of the Company’s Amended and Restated Memorandum and Articles of Association, prior to any redemption in connection with the implementation of the Charter Amendments.”
After the following existing disclosure:
“On the Record Date, they beneficially owned and were entitled to vote 6,900,000 Ordinary Shares, representing approximately 70.4% of the Company’s issued and outstanding Ordinary Shares.”