Item 7.01. Regulation FD Disclosure.
On April 19, 2023, ESGEN Acquisition Corporation, a Cayman Islands exempted
company incorporated with limited liability ("ESGEN"), and Sunergy Renewables,
LLC, a Nevada limited liability company ("Sunergy"), issued a joint press
release announcing the Business Combination Agreement (as defined below). A copy
of the press release is furnished as Exhibit 99.1 to this Current Report and is
incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is furnished and
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
liabilities under that section, and shall not be deemed to be incorporated by
reference into the filings of ESGEN under the Securities Act of 1933, as amended
(the "Securities Act") or the Exchange Act, regardless of any general
incorporation language in such filings.
Item 8.01 Other Events
ESGEN and Sunergy have jointly announced their entry into that certain Business
Combination Agreement, dated as of April 19, 2023, by and among ESGEN, ESGEN
OpCo, LLC, a Delaware limited liability company and wholly-owned subsidiary of
ESGEN, Sunergy, the Sunergy equityholders set forth on the signature pages
thereto (collectively, the "Sellers"), for limited purposes, ESGEN LLC, a
Delaware limited liability company, and for limited purposes, Timothy
Bridgewater, an individual, in his capacity as the Sellers Representative (as it
may be amended, supplemented or otherwise modified from time to time, the
"Business Combination Agreement," and the transactions contemplated by the
Business Combination Agreement, collectively, the "Business Combination").
Important Information and Where to Find It
In connection with the Business Combination, ESGEN intends to file with the
Securities and Exchange Commission (the "SEC") a Registration Statement on Form
S-4 that includes a preliminary proxy statement/prospectus of ESGEN (as may be
amended from time to time, the "Registration Statement"), and after the
Registration Statement is declared effective, ESGEN will mail a definitive proxy
statement/prospectus relating to the Business Combination to ESGEN's
shareholders. The Registration Statement, including the proxy
statement/prospectus contained therein, when declared effective by the SEC, will
contain important information about the Business Combination and the other
matters to be voted upon at a meeting of ESGEN's shareholders to be held to
approve the Business Combination. This Current Report does not contain all the
information that should be considered concerning the Business Combination and
other matters and is not intended to provide the basis for any investment
decision or any other decision in respect of such matters. ESGEN may also file
other documents with the SEC regarding the Business Combination. ESGEN
shareholders and other interested persons are advised to read, when available,
the preliminary proxy statement/prospectus and the amendments thereto and the
definitive proxy statement/prospectus and other documents filed in connection
with the Business Combination, as these materials will contain important
information about ESGEN, Sunergy and the Business Combination.
When available, the definitive proxy statement/prospectus and other relevant
materials for the Business Combination will be mailed to ESGEN shareholders as
of a record date to be established for voting on the Business Combination.
Shareholders will also be able to obtain copies of the preliminary proxy
statement/prospectus, the definitive proxy statement/prospectus and other
documents filed or that will be filed with the SEC, free of charge, by ESGEN
through the website maintained by the SEC at www.sec.gov, or by directing a
request to: ESGEN Acquisition Corporation, 5956 Sherry Lane, Suite 1400, Dallas,
TX 75225.
Participants in the Solicitation
ESGEN and Sunergy and their respective directors and officers may be deemed to
be participants in the solicitation of proxies from ESGEN's shareholders in
connection with the Business Combination. Information about ESGEN's directors
and executive officers and their ownership of ESGEN's securities is set forth in
ESGEN's filings with the SEC. To the extent that holdings of ESGEN's securities
by ESGEN's directors and executive officers have changed
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since the amounts printed in ESGEN's Annual Report on Form 10-K for the fiscal
year ended December 31, 2022 as filed with the SEC on March 31, 2023 (the
"Annual Report"), such changes have been or will be reflected on Statements of
Change in Ownership on Form 4 filed with the SEC. Additional information
regarding the interests of those persons and other persons who may be deemed
participants in the proposed transaction may be obtained by reading the
Registration Statement, including the preliminary and definitive proxy
statement/prospectus regarding the proposed transaction when it becomes
available. You may obtain free copies of these documents as described in the
preceding paragraph.
Forward Looking Statements
Certain statements included in this Current Report on Form 8-K (this "Current
Report") may be considered forward-looking statements within the meaning of the
safe harbor provisions of the U.S. Private Securities Litigation Reform Act of
1995. Forward-looking statements are statements that are not historical facts
and generally relate to future events or ESGEN's or Sunergy's future financial
or other performance metrics. In some cases, you can identify forward-looking
statements by terminology such as "believe," "may," "will," "potentially,"
"estimate," "continue," "anticipate," "intend," "could," "would," "project,"
"target," "plan," "expect," or the negatives of these terms or variations of
them or similar terminology. Such forward-looking statements include, among
others, statements about ESGEN's and Sunergy's ability to effectuate the
Business Combination; the benefits of the Business Combination; the future
financial performance of the combined company following the Business
Combination; changes in ESGEN's or Sunergy's strategy, future operations,
financial position, estimated revenues and losses, projected costs, prospects,
plans and objectives of management. These forward-looking statements are based
on information available as of the date of this Current Report, and current
expectations, forecasts and assumptions, and involve a number of judgments,
risks and uncertainties. Accordingly, forward-looking statements should not be
relied upon as representing ESGEN's or Sunergy's views as of any subsequent
date, and none of ESGEN or Sunergy undertakes any obligation to update
forward-looking statements to reflect events or circumstances after the date
they were made, whether as a result of new information, future events or
otherwise, except as may be required under applicable securities laws. You
should not place undue reliance on these forward-looking statements. As a result
of a number of known and unknown risks and uncertainties, ESGEN's and Sunergy's
actual results or performance may be materially different from those expressed
or implied by these forward-looking statements. Some factors that could cause
actual results to differ include: (i) the timing to complete the Business
Combination; (ii) the occurrence of any event, change or other circumstances
that could give rise to the termination of the definitive agreements relating to
the Business Combination; (iii) the outcome of any legal proceedings that may be
instituted against ESGEN, Sunergy or others following announcement of the
Business Combination; (iv) the inability to complete the Business Combination
due to the failure to obtain the approval of ESGEN shareholders; (v) the
combined company's success in retaining or recruiting, or changes required in,
its officers, key employees or directors following the Business Combination;
(vi) the combined company's ability to obtain the listing of its common stock
and warrants on the Nasdaq Stock Market LLC following the Business Combination;
(vii) the risk that the Business Combination disrupts current plans and
operations of Sunergy as a result of the announcement and consummation of the
Business Combination; (viii) the ability to recognize the anticipated benefits
of the Business Combination; (ix) unexpected costs related to the Business
Combination; (x) the amount of any redemptions by public shareholders of ESGEN
being greater than expected; (xi) the management and board composition of the
combined company following the Business Combination; (xii) limited liquidity and
trading of the combined company's securities; (xiii) the use of proceeds not
held in the Trust Account or available from interest income on the balance of
the Trust Account; (xiv) geopolitical risk and changes in applicable laws or
regulations; (xv) the possibility that ESGEN, Sunergy or the combined company
may be adversely affected by other economic, business, and/or competitive
factors; (xvi) operational risk; (xvii) litigation and regulatory enforcement
risks, including the diversion of management time and attention and the
additional costs and demands on Sunergy's resources; (xviii) the risks that the
consummation of the Business Combination is substantially delayed or does not
occur; and (xix) other risks and uncertainties, including those to be included
under the heading "Risk Factors" in the Registration Statement to be filed by
ESGEN with the SEC and those included under the heading "Risk Factors" in the
Annual Report and in its subsequent periodic reports and other filings with the
SEC. In light of the significant uncertainties in these forward-looking
statements, you should not regard these statements as a representation or
warranty by ESGEN, Sunergy, their respective directors, officers or employees or
any other person that ESGEN and Sunergy will achieve their objectives and plans
in any specified time frame, or at all. The forward-looking statements in this
Current Report represent the views of ESGEN and Sunergy as of the date of this
Current Report. Subsequent events and developments may cause that view to
change. However, while ESGEN and Sunergy may elect to update these
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forward-looking statements at some point in the future, there is no current
intention to do so, except to the extent required by applicable law. You should,
therefore, not rely on these forward-looking statements as representing the
views of ESGEN or Sunergy as of any date subsequent to the date of this Current
Report. Neither ESGEN nor Sunergy undertakes or accepts any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statements to reflect any change in such party's expectations or any change in
events, conditions, or circumstances on which any such statement is based.
No Offer or Solicitation
This Current Report relates to a proposed business combination between ESGEN and
Sunergy and does not constitute a proxy statement or solicitation of a proxy,
consent or authorization with respect to any securities or in respect of the
potential transaction, and shall not constitute an offer to sell or exchange or
a solicitation of an offer to buy any securities of ESGEN (prior to or upon
consummation of the Business Combination) or Sunergy, nor shall there be any
sale of any such securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or qualification
under the securities laws of such state or jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the requirements of the
Securities Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Press Release dated April 19, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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