ESGEN Acquisition Corp. (“ESGEN”) (Nasdaq: ESACU,
ESAC, ESACW), a publicly-traded special purpose acquisition
company, and
Sunergy Renewables, LLC (“Sunergy”),
a leading Florida-based provider of residential solar and energy
efficiency solutions, today announced that ESGEN’s registration
statement on Form S-4, as amended (the “Registration Statement”) in
connection with the previously announced proposed business
combination (the “Business Combination”) with Sunergy has been
declared effective by the U.S. Securities and Exchange Commission
(the “SEC”). Following the closing of the Business Combination, the
combined company will change its name to Zeo Energy Corp. and is
expected to be publicly listed on the Nasdaq Stock Exchange. The
Registration Statement can be accessed on the SEC’s website at
www.sec.gov.
ESGEN will mail the definitive proxy statement/prospectus (the
“Proxy Statement”) to shareholders of record as of the close of
business on February 7, 2024 (the “Record Date”). The Proxy
Statement contains a proxy card relating to the extraordinary
general meeting of ESGEN’s shareholders (the “Special
Meeting”).
The Special Meeting to approve the proposed Business Combination
is scheduled to be held on Wednesday, March 6, 2024 at 10:00 a.m.
Eastern Time in person at the offices Kirkland & Ellis LLP
located at 609 Main Street, Houston, TX 77002, and via a virtual
meeting format accessible here. If the proposals at the Special
Meeting are approved, the parties anticipate that the Business
Combination will close and the combined entity’s common stock and
warrants will commence trading on the Nasdaq Stock Market under the
new ticker symbols “ZEO” and “ZEOWW,” respectively, shortly
thereafter, subject to the satisfaction or waiver, as applicable,
of all other closing conditions.
Every shareholder’s vote is important. To ensure representation
at the Special Meeting, ESGEN shareholders are urged to complete,
sign, date and return the proxy card accompanying the Proxy
Statement as soon as possible. ESGEN shareholders may also attend
the Special Meeting and vote their shares electronically during the
Special Meeting via live webcast by visiting
https://www.cstproxy.com/esgenspac/bc2024.
Additional details on the proposed Business Combination can be
found in the original announcement from April 19, 2023, linked
here, as well as in the subsequent update announced on January 25,
2024, linked here.
About SunergySunergy is a Florida-based
regional provider of residential solar, distributed energy, and
energy efficiency solutions focused on high growth markets with
limited competitive saturation. With its differentiated sales
approach and vertically integrated offerings, Sunergy serves
customers who desire to reduce high energy bills and contribute to
a more sustainable future.
About ESGEN Acquisition Corp.ESGEN (Nasdaq:
ESACU, ESAC, ESACW) is a blank check company formed for the purpose
of effecting a merger, share exchange, asset acquisition, share
purchase, recapitalization, reorganization, or similar business
combination with one or more businesses or entities. ESGEN is led
by Chief Executive Officer, Andrejka Bernatova and Chief Financial
Officer, Nader Daylami, and is affiliated with Energy Spectrum
Capital, a Dallas-based private investment firm with long-standing
experience building companies across the energy infrastructure
landscape over multiple decades.
Forward-Looking StatementsThis news release
contains forward-looking statements within the meaning of section
27A of the Securities Act of 1933, as amended (the “Securities
Act”), and Section 21E of the Exchange Act of 1934, as amended,
that are based on beliefs and assumptions and on information
currently available to ESGEN and Sunergy. Forward-looking
statements include, but are not limited to, statements that refer
to projections, forecasts or other characterizations of future
events or circumstances, including any underlying assumptions. The
words “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,”
“project,” “estimate,” “expect,” “strategy,” “future,” “likely,”
“may,” “should,” “will” and similar references to future periods
may identify forward-looking statements, but the absence of these
words does not mean that a statement is not forward-looking.
Forward-looking statements may include, for example, statements
about ESGEN’s and Sunergy’s ability to effectuate the Business
Combination discussed in this news release; the benefits of the
Business Combination; the future financial performance of the
combined company following the transactions; changes in ESGEN’s or
Sunergy’s strategy, future operations, financial position,
estimated revenues and losses, projected costs, prospects, the
ability to raise additional funds prior to the closing of the
Business Combination and plans and objectives of management. These
forward-looking statements are based on information available as of
the date of this news release, 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 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 ESGEN’s trust account or
available from interest income on the trust account balance; (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 filed by ESGEN with the SEC and those included under the
heading “Risk Factors” in ESGEN’s Annual Report on Form 10-K for
the year ended December 31, 2022 (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 news
release represent the views of ESGEN and Sunergy as of the date of
this news release. Subsequent events and developments may cause
that view to change. However, while ESGEN and Sunergy may elect to
update these 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 news
release.
No Offer or SolicitationThis news release
relates to the Business Combination. This document 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 does not constitute an offer to sell or
exchange, or the solicitation of an offer to buy or exchange, any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of the Securities Act.
Important Information for Investors and Shareholders and
Where to Find ItIn connection with the Business
Combination, ESGEN filed the Registration Statement that includes
the Proxy Statement. The Registration Statement has been declared
effective by the SEC and ESGEN will mail the Proxy Statement and
other relevant documents to ESGEN’s shareholders. The Registration
Statement, including the Proxy Statement contained therein,
contains 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 (and
related matters). This news release 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 the
Registration Statement, including the Proxy Statement contained
therein and other documents filed in connection with the Business
Combination, as these materials contain important information about
ESGEN, Sunergy and the Business Combination.
The Registration Statement, including the Proxy Statement
contained therein, and other relevant materials for the Business
Combination will be mailed to ESGEN shareholders as of the Record
Date. Shareholders will also be able to obtain copies of the
Registration Statement, the Proxy Statement 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 SolicitationESGEN and
Sunergy and their respective directors, officers and related
persons may be deemed participants in the solicitation of proxies
of ESGEN shareholders in connection with the Business Combination.
ESGEN shareholders and other interested persons may obtain, without
charge, more detailed information regarding the directors and
officers of ESGEN, and a description of their interests in ESGEN is
contained in ESGEN’s final prospectus related to its initial public
offering, dated October 21, 2021, the Annual Report and
in ESGEN’s subsequent period reports and other filings with
the SEC. Information regarding the persons who may,
under SEC rules, be deemed participants in the
solicitation of proxies to ESGEN shareholders in connection with
the Business Combination and other matters to be voted upon at the
ESGEN shareholder meeting is set forth in the Registration
Statement. Additional information regarding the interests of
participants in the solicitation of proxies in connection with the
Business Combination is included in the Registration Statement that
ESGEN has filed with the SEC. You may obtain free copies
of these documents as described in the preceding paragraph.
Sunergy Contacts
For Investors:Cody Slach and Tom ColtonGateway
Groupsunergy@gatewayir.com
ESGEN Acquisition Corp. Contacts
For Media & Investors:
Nader Daylaminader@esgen-spac.com
ESGEN Acquisition (NASDAQ:ESAC)
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