Agreement, (iv) approval by ESGEN’s shareholders of the Condition Precedent Proposals at the Special Meeting, (v) the listing of the shares of New PubCo Class A Common Stock to be issued in connection with the Business Combination immediately after the Closing on Nasdaq and New PubCo being able to satisfy any continued listing requirements of Nasdaq immediately after Closing, (vi) if the ESGEN shareholders do not approve the Redemption Limitation Amendment Proposal, ESGEN having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining immediately after any holders of Public Shares exercise their redemption rights, (vii) the members of the New PubCo Board having been elected or appointed in accordance with the Business Combination Agreement, (viii) the occurrence of the ESGEN Share Conversion, the Domestication and the Public Share Redemption, (ix) satisfaction of covenant and representation and warranty bring down conditions, and (x) the absence of a material adverse effect on the respective parties and (xi) the Aggregate Transaction Proceeds (as defined below), including from the Trust Account after giving effect to the Public Share Redemption and the proceeds resulting from the PIPE Financing being greater or equal to $20.0 million.parties.

As used herein, “Aggregate Transaction Proceeds” means an amount equal to (i) the sum of (a) the cash proceeds from the Trust Account, net of any amounts paid to the Public Shareholders (as defined below) that exercise their redemption rights in connection with the Business Combination and (b) the unrestricted net cash aggregate proceeds of the Financing Agreements (as defined below), minus (ii) the outstanding expenses to be paid by ESGEN at the Closing with respect to expenses of ESGEN and Sunergy that are unpaid as of immediately prior to the Closing.

Concurrently with the execution of the Business Combination Agreement, ESGEN entered into a subscription agreement, dated April 19, 2023, which was subsequently amended and restated on January 24, 2024 (as amended from time to time, the “Sponsor Subscription Agreement”), dated as of April 19, 2023, with the Sponsor, pursuant to which, among other things, the Sponsor agreed to purchase an aggregate of 1,000,000 sharesOpCo preferred units (and will be issued an equal number of New PubCo Class AV Common Stock by ESGEN) (“Convertible OpCo Preferred Units”) concurrently with the Closing at a cash purchase price of $10.00 per shareunit and up to an additional 500,000 Convertible OpCo Preferred Units (together with the concurrent issuance of an equal number of shares of PubCo Class V Common Stock by ESGEN) during the six months after Closing if called for by New PubCo (the “Sponsor PIPE Investment”). The Sponsor Subscription Agreement contains customary representations, warranties, covenants and agreements of ESGEN and the Sponsor and are subject to customary closing conditions and termination rights (including a termination right of the Sponsor if the transaction contemplated by the Sponsor Subscription Agreement has not been consummated within 30 days after the date that the Business Combination Agreement may be terminated if the Closing has not occurred prior thereto, other than as a result of breach by the Sponsor or its affiliates). The Sponsor, pursuant to the Sponsor Subscription Agreement, and the other institutional and accredited investors that may enter into the Additional PIPE Agreements (as defined below) between the execution of the Business Combination Agreement and the Closing are referred to collectively as the “PIPE Investors.”

In addition to the Sponsor PIPE Investment, under the Business Combination Agreement, ESGEN and Sunergy have agreed to use their reasonable best efforts to identify other investors to enter into equity financing agreements providing for the sale of additional shares of New PubCo Class A Common Stock one or more series of preferred stock, or convertible debtother equity securities of New PubCo (the “Additional PIPE Agreements” and, together with the Sponsor Subscription Agreement, the “Financing Agreements”), in form and substance reasonably acceptable to ESGEN and Sunergy, to support the transaction (such equity financing under the Financing Agreements, the “PIPE Financing”).

Upon consummation of the Business Combination, New PubCo will be organized in an “Up-C” structure. New PubCo will be the managing member of OpCo. OpCo will directly or indirectly hold substantially all of the consolidated assets and business of New PubCo, including the assets and business of Sunergy.

As described in this proxy statement/prospectus, ESGEN’s shareholders are being asked to consider and vote in the Special Meeting upon the Business Combination, the Domestication and the other proposals defined and described in this proxy statement/prospectus.

This proxy statement/prospectus covers 8,308,555 shares of New PubCo Class A Common Stock, 27,840,00013,800,000 shares of New PubCo’s warrants to acquire shares of New PubCo Class A Common Stock (“New PubCo Warrants”) and 27,840,00013,800,000 shares of New PubCo Class A Common Stock issuable upon exercise of the New PubCo Warrants.

Class A ordinary share (each, an “ESGEN Public Warrant”) will become a warrant to purchase one share of New PubCo Class A Common Stock at an exercise price of $11.50 per share (each, a “New PubCo Warrant”) on the terms and subject to the conditions applicable to ESGEN Public Warrants set forth in the Warrant Agreement, dated as of October 22, 2021, between ESGEN and Continental Stock Transfer & Trust Company, (d) each outstanding private warrant to purchase one ESGEN Class A ordinary share (“ESGEN Private Placement Warrant”) will be cancelled and (d)(e) New PubCo will file its certificate of incorporation substantially in the form attached to this proxy statement/prospectus as Annex B (the “Proposed Charter”) and will adopt bylaws substantially in the form attached to this proxy statement/prospectus as Annex C to serve as its governing documents upon consummation of the Domestication. In connection with the ESGEN Share Conversion and the Domestication, each issued and outstanding unit of ESGEN, each consisting of one ESGEN Class A ordinary share and one-half of one ESGEN Public Warrant (each, an “ESGEN Unit”), that has not been previously separated into the underlying ESGEN Class A ordinary shares and underlying ESGEN Public Warrants prior to the Domestication will be cancelled and will entitle the holder thereof to (A) one share of New PubCo Class A Common Stock and (B) one-half of one New PubCo Warrant;

(iii) (a) Sponsor will purchase 1,000,000 convertible preferred units in OpCo, the terms of which are described in the proxy statement/prospectus (“Convertible OpCo Preferred Units”), at a cash purchase price of $10.00 per unit (and has agreed to purchase up to an additional 500,000 Convertible OpCo Preferred Units at the same price during the six months after Closing if called for by New PubCoPubCo), each in accordance with the terms of the subscription agreement attached to the proxy statement/prospectus as Annex F (the “Sponsor Subscription Agreement”) and (b) any additional equity financing agreements in the form reasonably acceptable to ESGEN and Sunergy (“Additional PIPE Agreements”) will cause the PIPE Financing (as defined below) to be consummated in accordance with the terms of the applicable Financing Agreements (as defined below);financing agreements;

(iv) Sunergy will cause all holders of any options, warrants or rights to subscribe for or purchase any equity interests of Sunergy or its subsidiaries or securities (including debt securities) convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire, any equity interests of Sunergy or any subsidiary thereof (collectively, the “Sunergy Convertible Interests”) existing immediately prior to the Closing either to exchange or convert all such holder’s Sunergy Convertible Interests into limited liability interests of Sunergy (the “Sunergy Company Interests”) in accordance with the governing documents of Sunergy or the Sunergy Convertible Interests;

(v) (a) New PubCo will contribute to OpCo (A) all of its assets (excluding its interests in OpCo, but including the amount of cash in the trust account established by ESGEN with the proceeds from its IPO (the “Trust Account”)) as of immediately prior to the Closing (after giving effect to the Closing Redemption (such amount paid to redeeming shareholders pursuant to the Closing Redemption, the “Shareholder Redemption Amount”)), and (B) a number of newly issued shares of Class V common stock of New PubCo, par value $0.0001 per share (the “New PubCo Class V Common Stock,” and such shares of New PubCo Class V Common Stock issued to Sellers, the “Seller Class V Common Stock”), which will generally have only voting rights, equal to the number of Class B units of OpCo (the “Exchangeable OpCo Units”) and (b) in exchange, OpCo shall issue to New PubCo (A) a number of Class A common units of OpCo (the “OpCo Manager Units” and, together with the Exchangeable OpCo Units, the “OpCo Units”) which shall equal the number of total shares of New PubCo Class A Common Stock issued and outstanding immediately after the Closing and (B) a number of warrants to purchase OpCo Manager Units which shall equal the number of New PubCo Warrants issued and outstanding immediately after the Closing (the transactions in this clause (v), the “New PubCo Contribution”);

(vi) immediately following the New PubCo Contribution, (a) the Sellers will contribute to OpCo the Sunergy Company Interests and (b) in exchange therefor, OpCo will transfer to the Sellers Exchangeable

transfer of ESGEN by way of continuation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands in accordance with the Existing Organizational Documents and the Companies Act (As Revised) of the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware and conditional upon, and with effect from, the registration of ESGEN as a corporation in the State of Delaware, the name change of ESGEN from “ESGEN Acquisition Corporation” to a name to be determined by the parties to the Business Combination AgreementZeo Energy Corp. (the “Domestication” and we refer to this proposal as the “Domestication Proposal”);

Proposal No. 4 — The Organizational Documents Proposal — to consider and vote upon a proposal to approve by special resolution under Cayman Islands law, assuming the Business Combination Proposal and the Domestication Proposal are approved and adopted, the adoption of the Proposed Charter and bylaws of New PubCo (together with the Proposed Charter, the “Proposed New PubCo Organizational Documents”), copies of which are attached to this proxy statement/prospectus as Annex B and Annex C, respectively, which, if approved, would take effect at the time of the Domestication (we refer to this proposal as the “Organizational Documents Proposal”);

Proposal No. 5 — The Advisory Charter Proposals — to consider and vote upon a proposal to approve, by special resolution under Cayman Islands law, on a non-binding advisory basis, certain governance provisions in the Proposed Charter, which are being presented separately as sixseven sub-proposals in accordance with guidance from the U.S. Securities and Exchange Commission (the “SEC”) to give shareholders the opportunity to present their separate views on important corporate governance provisions (which proposals we refer to, collectively, as the “Advisory Charter Proposals”):

Advisory Charter Proposal 5A — to increase the authorized share capital from US$27,600 divided into 250,000,000 ESGEN Class A ordinary shares, 25,000,000 ESGEN Class B ordinary shares, and 1,000,000 preference shares, in each case, of par value $0.0001 per share (the “ESGEN preferred shares”), to authorized capital stock of 410,000,000 shares, consisting of (i) 300,000,000 shares of New PubCo Class A Common Stock, (ii) 100,000,000 shares of New PubCo Class V Common Stock (together with New PubCo Class A Common Stock, the “New PubCo Common Stock”) and (iii) 10,000,000 shares of preferred stock, par value $0.0001 per share, of New PubCo (the “New PubCo Preferred Stock”);

Advisory Charter Proposal 5B — to provide that the Proposed Charter may be amended by the affirmative vote of the holders of at least 66 2/3% of the voting power of outstanding shares of New PubCo Common Stock entitled to vote at an election of directors, voting together as a single class, in addition to the affirmative vote of any particular class that shall be entitled to vote separately upon any proposed amendment to the Proposed Charter that would alter or change the powers, preferences or special rights of such class of New PubCo Common Stock in a manner that is disproportionately adverse as compared to the other classes of New PubCo Common Stock;

Advisory Charter Proposal 5C — to provide for (i) the filling of newly-created directorships or any vacancy on the New PubCo Board by a majority vote of the remaining directors then in office, even if less

internal affairs doctrine, in all cases to the fullest extent permitted by law and subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. This provision will not apply to suits brought to enforce a duty or liability created by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any other claim for which the federal courts have exclusive jurisdiction. Further, unless New PubCo consents in writing to the selection of an alternative forum, the federal district courts shall be the exclusive forum for any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the “Securities Act”); however, there is uncertainty as to whether a court would enforce such provision;

Advisory Charter Proposal 5E — to provide that each holder of record of New PubCo Class A Common Stock and New PubCo Class V Common Stock shall be entitled to one vote per share on all matters which stockholders generally are entitled to vote;

Advisory Charter Proposal 5F — to provide that the Proposed Charter will not contain provisions related to blank check company status; and

Advisory Charter Proposal 5G — to provide that the stockholders of New PubCo may act by written consent for so long as the holders of shares of New PubCo Class V Common Stock beneficially own, directly or indirectly, a majority of the total voting power of New PubCo Common Stock entitled to vote generally in the election of directors of New PubCo.

Proposal No. 6 — The Nasdaq Proposal — to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law, assuming the Business Combination Proposal, the Domestication Proposal and the Organizational Documents Proposal are approved and adopted, for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of (i) shares of New PubCo Class A Common Stock to Sponsor upon exchange of the PIPE Investors (as defined below)Exchangeable OpCo Units (together with the concurrent exchange of an equal number of shares of New PubCo Class V Common Stock by Sponsor), which are converted from the Convertible OpCo Preferred Units in accordance with the proposed amended and restated limited liability company agreement of OpCo (the “OpCo A&R LLC Agreement”) and to additional equity investors pursuant to the FinancingAdditional PIPE Agreements, (as defined below), (ii) shares of New PubCo Class A Common Stock and New PubCo Class V Common Stock pursuant to the terms of the Business Combination Agreement, (iii) New PubCo Warrants and shares of New PubCo Class A Common Stock issuable upon exercise of such New PubCo Warrants, (iv) shares of New PubCo Class A Common Stock upon the redemption and exchange of the Exchangeable OpCo Units, together with the cancellation of an equal number of shares of Seller Class V Common Stock, in accordance with the Proposed Charter and the proposed amended and restated limited liability company agreement of OpCo (the “OpCo A&R LLC Agreement”) and (v) shares of New PubCo Class A Common Stock issuable upon the redemption and exchange of OpCo Units in connection with the exercise of the OpCo Warrants (we refer to this proposal as the “Nasdaq Proposal”);

Proposal No. 7 — The Incentive Equity Plan Proposal — to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law, assuming the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal and the Nasdaq Proposal are approved and adopted, the 20232024 Omnibus Incentive Equity Plan of New PubCo, a copy of which is attached to this proxy statement/prospectus as Annex I (we refer to this proposal as the “Incentive Equity Plan Proposal”);

at the Special Meeting, the Adjournment Proposal will be the first and only proposal voted on and the Condition Precedent Proposals and other Shareholder Proposals (as defined below) will not be submitted to the shareholders for a vote.

The foregoing proposals are collectively referred to as the “Shareholder Proposals.”

Only holders of record of ESGEN’s Class A ordinary shares and Class B ordinary shares (collectively, “ESGEN ordinary shares”) at the close of business on     , 20232024 are entitled to notice of and to vote and have their votes counted at the Special Meeting and any adjournment or postponement of the Special Meeting. Under the Existing Organizational Documents, only holders of ESGEN Class B ordinary shares are entitled to vote on the election of directors.

The resolutions to be voted upon in person or by proxy at the Special Meeting relating to the above proposals are set forth in the proxy/statement prospectus sections entitled “Proposal No. 1 — The Business Combination Proposal,” “Proposal No. 2— The Redemption Limitation Amendment Proposal,” “Proposal No. 3 — The Domestication Proposal,” “Proposal No. 4 — The Organizational Documents Proposal,” “Proposal No. 5 — The Advisory Charter Proposals,” “Proposal No. 6 — The Nasdaq Proposal,” “Proposal No. 7 — The Incentive Equity Plan Proposal,” “Proposal No. 8 — The Director Election Proposal” and “Proposal No. 9 — The Adjournment Proposal,” respectively.

We will provide you with the proxy statement/prospectus and a proxy card in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournment or postponement of the Special Meeting. Whether or not you plan to attend the Special Meeting, we urge you to read the proxy statement/prospectus (and any documents incorporated into the proxy statement/prospectus by reference) carefully. Please pay particular attention to the section entitled “Risk Factors.”

After careful consideration, the ESGEN Board has determined that each of the Business Combination Proposal, the Redemption Limitation Amendment Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Advisory Charter Proposals, the Nasdaq Proposal, the Incentive Equity Plan Proposal, the Director Election Proposal and the Adjournment Proposal (if put forth at the Special Meeting) are in the best interests of ESGEN and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of ESGEN’s directors may result in a conflict of interest on the part of one or more of the directors between what he, she or they may believe is in the best interests of ESGEN and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of ESGEN Directors and Officers and the Sponsor in the Business Combination” in the proxy statement/prospectus for a further discussion.

among other things, to vote their ESGEN Class B ordinary shares purchased prior to the IPO (the “founder shares”), as well as any ESGEN Class A ordinary shares sold by us in the IPO (“Public Shares”) purchased by them during or after the IPO, in favor of ESGEN’s initial business combination (including the proposals recommended by the ESGEN Board in connection with such business combination). Accordingly, we expect them to vote their shares in favor of all proposals being presented at the Special Meeting. As of the date hereof, the Initial Shareholders own approximately 83.0% of our total outstanding ESGEN ordinary shares, including all of the ESGEN Class B ordinary shares. As a result, approval of the Business Combination Proposal, Redemption Limitation Amendment Proposal, Domestication Proposal, Organizational Documents Proposal, Advisory Charter Proposals, Nasdaq Proposal, Director Election Proposal and Equity Incentive Plan Proposal will not require the affirmative vote of any ESGEN ordinary shares held by the Public Shareholders. In connection with the execution of the Business Combination Agreement, the Initial Shareholders entered into an amendment to the IPO Letter Agreement, dated April 19, 2023, which was subsequently amended on January 24, 2024 (as amended from time to time, the “Amendment to the Letter Agreement”), which, among other things, amended the IPO Letter Agreement to provide for the following: (i) the Initial Shareholders agreed not to transfer his, her or its ESGEN Class B ordinary shares (or the New PubCo Class A Common Stock issuable in exchange for such ESGEN Class B ordinary shares pursuant to the Business Combination Agreement) prior to the earlier of (a) six months after the Closing or (b) subsequent to the Closing (A) if the last sale price of the New PubCo Class A Common Stock quoted on Nasdaq is greater than or equal to $12 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-consecutive trading day period commencing at least 90 days after Closing, or (B) the date on which New PubCo completes a liquidation, merger, share exchange or other similar transaction that results in all New PubCo’s stockholders having the right to exchange their shares of New PubCo Class A Common Stock for cash, securities or other property, and (ii) the Initial Shareholders agreed to waive any adjustment to the conversion ratio set forth in the Existing Organizational Documents with respect to the ESGEN Class B ordinary shares prior to the earlier of the ESGEN Share Conversion or the Closing, (iii) the Sponsor agreed to irrevocably surrender and forfeit 2,361,641 ESGEN ordinary shares in connection with Closing, (iv) the Initial Shareholders other than Sponsor agreed to irrevocably surrender and forfeit 538,359 ESGEN ordinary shares in connection with Closing, (v) the Initial Shareholders and Sponsor agreed to forfeit an additional 500,000 shares of New PubCo Class A Common Stock if, within two years of Closing, the Convertible OpCo Preferred Units are redeemed or converted (with such shares subject to a lock-up for two years after Closing) and (vi) the Initial Shareholders agreed to forfeit all of their ESGEN Private Placement Warrants in connection with Closing.

Pursuant to the Existing Organizational Documents, a holder of Public Shares (“Public Shareholder”) may request that ESGEN redeem all or a portion of its Public Shares (which would become shares of New PubCo Class A Common Stock in the Domestication) for cash if the Business Combination is consummated. For the purposes of Article 163 of the Existing Organizational Documents and the Cayman Islands Companies Act (As Revised), the exercise of redemption rights shall be treated as an election to have such Public Shares repurchased for cash and references in the proxy statement/prospectus relating to the Business Combination shall be interpreted accordingly. You will be entitled to receive cash for any Public Shares to be redeemed only if you:

Shareholder exercises its redemption rights, then it will be exchanging its redeemed Public Shares for cash and will no longer own such shares. See “The Special Meeting of ESGEN — Redemption Rights” in the proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares without the consent of ESGEN, then any such shares in excess of that 15% limit would not be redeemed for cash without the consent of ESGEN.

Your vote is important regardless of the number of shares you own. All ESGEN shareholders are cordially invited to attend the Special Meeting. To ensure your representation at the Special Meeting, however, you are urged to complete, sign, date and return the proxy card accompanying the proxy statement/prospectus as soon as possible. You may attend the Special Meeting and vote your shares electronically during the Special Meeting via live webcast by visiting .https://www.cstproxy.com/esgenspac/bc2024. If you are a shareholder of record holding ESGEN ordinary shares, you may also cast your vote in person at the Special Meeting.

If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Special Meeting and vote in person, obtain a proxy from your broker or bank to ensure that votes related to the shares you beneficially own are properly counted. If you do not vote or do not instruct your broker or bank how to vote, your failure to vote will have no effect on the vote count for the proposals to be voted on at the Special Meeting.

Approval of each of the Business Combination Proposal, the Nasdaq Proposal, the Incentive Equity Plan Proposal, Director Election Proposal and the Adjournment Proposal (if put forth at the Special Meeting) requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of votes cast by the holders of the ESGEN ordinary shares who, being present (in person or represented by proxy) and entitled to vote thereon at the Special Meeting, vote at the Special Meeting. Under the Existing Organizational Documents, only holders of ESGEN Class B ordinary shares are entitled to vote on the Director Election Proposal prior to the closing of ESGEN’s initial business combination.

Approval of the Redemption Limitation Amendment Proposal, the Domestication Proposal, the Advisory Charter Proposals and the Organizational Documents Proposal each require a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds of the votes cast by the holders of the ESGEN ordinary

to receive deferred underwriting commissions pursuant to the underwriting agreement for the IPO. As a result of such waiver, shareholders should not place any reliance on the participation of Citi prior to such waiver in the transactions contemplated by this proxy statement/prospectus.

ESGEN’s shareholders should be aware that on April 19, 2023, Piper Sandler & Co. (“Piper”) and Sunergy agreed to the withdrawal of Piper from its role as financial advisor to Sunergy with respect to the Business Combination. Piper and Sunergy executed an amendment to their previous engagement letter, dated as of September 5, 2023, in which Piper has changed its role from providing certain financial advisory services to Sunergy in connection with exploring certain strategic transactions to providing buy-side and debt advisory services to Sunergy. In return for these services, Piper will be due $1.75 million within one month from the date New PubCo’s securities are listed on Nasdaq (as described in this proxy statement/prospectus) and a further $1.75 million within 30 days of the expiration of the six-month lock-up period following the closing of the Business Combination described in this proxy statement/prospectus. ESGEN’s shareholders should be aware that this amendment to the responsibilities of Piper may be an indication that they do not want to be associated with the disclosure in this proxy statement/prospectus or the transactions contemplated hereby, and ESGEN’s shareholders should not place any reliance on the participation of Piper prior to April 19, 2023 in the transactions contemplated by this proxy statement/prospectus. See the sections entitled “The Business Combination Proposal — Piper Amended Engagement Letter” and “Risk Factors — Risks Related to the Business Combination and ESGEN — The change in role of Piper may indicate that they may be unwilling to be associated with the disclosure in this proxy statement/prospectus or the underlying business analysis related to the transaction” contained in this proxy statement/prospectus for additional information.

If you have any questions or need assistance voting your ESGEN ordinary shares, please contact Morrow Sodali LLC, our proxy solicitor, by calling .toll-free (800) 662-5200 or (203) 658-9400.

If you would like to receive additional information or if you want additional copies of this document, agreements contained in the appendices or any other documents filed by ESGEN with the Securities and Exchange Commission, such information is available without charge upon written or oral request. If you have any questions or need assistance with voting, please contact ESGEN’s proxy solicitor.

Tel: Toll-Free (800) 662-5200 or (203) 658-9400

Email: ESAC.info@investor.morrowsodali.com

If you would like to request documents, please do so no later than five business days prior to the Special Meeting date, by    , 2023.2024. Please be sure to include your complete name and address in your request. Please see “Where You Can Find More Information” to find out where you can find more information about ESGEN and Sunergy.

ESGEN CLASS A ORDINARY SHARES AND ESGEN PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (II) SUBMIT A WRITTEN REQUEST TO CST THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, AND (III) DELIVER YOUR ESGEN CLASS A ORDINARY SHARES TO CST, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE SPECIAL MEETING OF ESGEN — REDEMPTION RIGHTS” IN THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE FOR MORE SPECIFIC INSTRUCTIONS.

This notice was mailed by ESGEN on     , 2023.2024.

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The forward-looking statements contained in this proxy statement/prospectus and in any document incorporated by reference herein are based on current expectations and beliefs concerning future developments and their potential effects on us and/or Sunergy. There can be no assurance that future developments affecting us and/or Sunergy will be those that we and/or Sunergy have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control or the control of Sunergy) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in this proxy statement/prospectus, in the IPO Registration Statement and in our Annual Report on Form 10-K for the year ended December 31, 2022 and in our Quarterly Reports for the quarters ended March 31, 2023, June 30, 2023 and JuneSeptember 30, 2023, respectively. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those described in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Before you grant your proxy or instruct how your vote should be cast or vote on the Shareholder Proposals to be put to the Special Meeting, you should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect ESGEN, Sunergy, or, following the consummation of the Business Combination, New PubCo.

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In addition, immediately after consummation of the Business Combination, the Sellers will own 83.0%84.0%, 83.1%85.5% and 83.3%87.1%, respectively, of the OpCo Units, assuming no redemptions, 50% of Maximum Redemptions and Maximum Redemptions.

The New PubCo Common Stock will consist of two classes: (i) economic, voting shares of New PubCo Class A Common Stock and (ii) non-economic voting shares of New PubCo Class V Common Stock.

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ESGEN must first obtain the approval of ESGEN shareholders for each of the Condition Precedent Proposals, and ESGEN and Sunergy must also first obtain certain necessary regulatory approvals and satisfy other closing conditions. See “The Business Combination Agreement — Conditions to Closing of the Business Combination.”

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expect Barclays or Citi to provide a service in connection with the closing of the Business Combination; therefore, the waiver by each of its respective deferred compensation has not created any role in connection with the closing of the Business Combination that ESGEN is seeking to fill.

Each of Barclays and Citi has informed ESGEN that it is not responsible for any portion of this proxy statement/prospectus or the registration statement of which it forms a part, and ESGEN is not aware of any disagreements with Barclays or Citi regarding the disclosure in this proxy statement/prospectus.

As a result of the Barclays resignation and the IPO Underwriters’ associated gratuitous waiver of fees and the Amended Engagement Letter, the transaction fees payable by ESGEN and Sunergy at the consummation of the Business Combination will be reduced by $10.26 million. The services being provided by the IPO Underwriters prior to their termination and waiver of their right to receive deferred underwriting commissions were substantially complete at the time of the IPO. The services being provided by Piper prior to the Amended Engagement Letter were substantially complete prior to April 19, 2023. As a result of these changes, ESGEN public shareholders may be more likely to elect to redeem their Public Shares, increasing the possibility that ESGEN may not have sufficient funds to meet the Aggregate Transactions Proceeds condition under the Business Combination Agreement and reducing the amount of funds that would be contributed to New PubCo for use as working capital and for general corporate purposes in the event the Business Combination closes. The availability of the Sponsor PIPE Investment is not impacted by the resignation of the IPO Underwriters or the Amended Engagement Letter. See the section entitled “Summary — Sources and Uses of Funds” and “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

QUESTIONS AND ANSWERS ABOUT ESGEN’S SPECIAL MEETING

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The existence of financial and personal interests of one or more of ESGEN’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of ESGEN and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, ESGEN’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See “Proposal No. 1 — The Business Combination Proposal — Interests of ESGEN Directors and Officers and the Sponsor in the Business Combination” for a further discussion of these considerations.

Based on its due diligence investigations of Sunergy and the industry in which it operates, including the financial and other information provided by Sunergy in the course of the negotiations in connection with the Business Combination Agreement, ESGEN believes that Sunergy meets the general criteria and guidelines listed above. However, there is no assurance of this. See “Proposal No. 1 — The Business Combination Proposal — Interests of ESGEN Directors and Officers and the Sponsor in the Business Combination.”

Although the ESGEN Board believes that the Business Combination with Sunergy presents a unique business combination opportunity and is in the best interests of ESGEN and its shareholders, the board of

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In addition, the Fairness Opinion was dated April 26, 2023, and was delivered in connection with the ESGEN Board's evaluation of the Initial Business Combination Agreement. On January 24, 2024, the parties to the Initial Business Combination Agreement entered into the First Amendment. No new or updated fairness opinion was obtained prior to the ESGEN Board's approval of the Amended Business Combination Agreement. In making its determination to approve the Amended Business Combination Agreement, the ESGEN Board made the necessary analysis to determine that the Amended Business Combination Agreement is fair, from a financial point of view, to shareholders of ESGEN based on their substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and their experience and backgrounds, together with the experience and expertise of ESGEN's advisors.

We continue to describe the Fairness Opinion delivered on April 26, 2023 throughout this proxy statement/prospectus solely to provide historical context for the ESGEN Board's deliberations in connection with its assessment of the Initial Business Combination. In light of the updated consideration to Sunergy holders set forth in the First Amendment, changes in macroeconomic conditions and recent market volatility, you should not rely on any discussion of the Fairness Opinion elsewhere in this proxy statement/prospectus or the text of the Fairness Opinion set forth in Annex K, in evaluating whether or not to vote your Ordinary Shares in favor of the Business Combination Proposal or any other proposal set forth in this proxy statement/prospectus or in evaluating whether to redeem your Ordinary Shares.

As compensation for Houlihan’s services in connection with the rendering of the Fairness Opinion to the ESGEN Board, ESGEN agreed to pay Houlihan a fee of $250,000. A portion of the fee was payable upon delivery of the Fairness Opinion and a portion is payable upon consummation of the Business Combination. No portion of Houlihan’s fee is refundable or contingent upon the conclusion reached in the Fairness Opinion. Furthermore, Houlihan is entitled to be paid additional fees at Houlihan’s standard hourly rates for

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remain outstanding regardless of the level of redemptions, as redemptions of Public Shares increase, a holder of warrants who exercises such warrants will ultimately own a greater interest in New PubCo because there would be fewer shares of New PubCo Common Stock outstanding overall.

For the avoidance of doubt, the Sponsor as the holder of Converted Shares shall have no redemption rights in respect thereof.

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The foregoing table is provided for illustrative purposes only and there can be no assurance that New PubCo Common Stock will trade at the illustrative per share values set forth therein, regardless of the levels of redemption. Further, we have not received any indications from shareholders regarding their intentions to redeem or retain their shares upon consummation of the Business Combination and have not formulated any expectation as to which, if any, of the illustrative scenarios included in the foregoing table is most likely.

To illustrate all of the potential sources of dilution to ESGEN’s public shareholders who do not elect to have their shares redeemed for cash, we have set forth in the table below the potential sources of dilution arising out of the business combinationBusiness Combination under the following twothree redemption scenarios: (i) a scenario assuming no additional redemptions, and (ii) a scenario assuming that 126,846704,278 shares are redeemed (the(50% of the maximum redemption of the outstanding Public SharesShares) and (iii) a scenario assuming that would allow the minimum Aggregate Transaction Proceeds condition in the Business Combination Agreement of $20.0 million, to be satisfied), in each case,all 1,408,555 shares are

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Any request for redemption made by a holder of Public Shares may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until Closing.

Any corrected or changed proxy card or written demand of redemption rights must be received by CST, ESGEN’s transfer agent, prior to the vote taken on the Business Combination Proposal at the Special Meeting. No demand for redemption will be honored unless the holder’s share certificates (if any) and other redemption forms have been delivered (either physically or electronically) to CST, ESGEN’s transfer agent, prior to the vote at the Special Meeting.

If a holder of Public Shares properly makes a request for redemption and the certificates for the ESGEN Class A ordinary shares (if any) along with the redemption forms are delivered as described to CST, ESGEN’s transfer agent, as described herein, then, if the Business Combination is consummated, ESGEN will redeem these shares for a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your ESGEN Class A ordinary shares for cash.

For the avoidance of doubt, the Sponsor as the holder of Converted Shares shall have no redemption rights in respect thereof.

The tax consequences of the exercise of redemption rights are discussed more fully below under “Material U.S. Federal Income Tax Considerations — U.S. Holders.” All holders of Public Shares considering

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To effect the Domestication, ESGEN will file a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which ESGEN will be domesticated and continue as a Delaware corporation, at which time ESGEN will change its name as to be determined by the parties to the Business Combination Agreement.Zeo Energy Corp.

The approval of the Domestication Proposal is a condition to the Closing. The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds of the votes cast by holders of the ESGEN ordinary shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, vote at the Special Meeting. Under the Existing Organizational Documents, the holders of ESGEN Class B ordinary shares are entitled to ten votes per ESGEN Class B ordinary share on the Domestication Proposal and holders of ESGEN Class A ordinary shares are entitled to one vote per ESGEN Class A ordinary share on the Domestication Proposal. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the Special Meeting.

In connection with the Domestication, each outstanding ESGEN Unit not previously separated into its component ESGEN Class A ordinary share and one-half of one ESGEN Public Warrant will be cancelled and the holder thereof will be entitled to one share of New PubCo Class A Common Stock and one-half of one New PubCo Public Warrant.

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ESGEN does not expect to have significant cumulative earnings and profits through the date of the Domestication.

ESGEN believes that it is likely classified as a PFIC. If ESGEN is a PFIC, a U.S. Holder of Public Shares may, in certain circumstances, still recognize gain (but not loss) upon the exchange of its Public Shares or ESGEN Public Warrants for New PubCo Class A Common Stock or New PubCo Public Warrants pursuant to the Domestication under the PFIC rules of the Code equal to the excess, if any, of the fair market value of the shares of New PubCo Class A Common Stock or New PubCo Public Warrants received in the Domestication over

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The Redemption Limitation Amendment Proposal: The approval of the Redemption Limitation Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds of the votes cast by the holders of the ESGEN ordinary shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, vote at the Special Meeting. The Redemption Limitation Amendment Proposal is not conditioned upon any other Shareholder Proposal. Pursuant to the IPO Letter Agreement and the Amendment to the Letter Agreement and as further discussed in the section entitled “The Business Combination Agreement — Related Agreements — Amendment to the Letter Agreement,” the Sponsor has agreed to vote shares representing 67.6% of the aggregate voting power of the ESGEN ordinary shares, and all Initial Shareholders collectively have agreed to vote shares representing approximately 83.0% of the aggregate voting power of the ESGEN ordinary shares in favor of the Redemption Limitation Amendment Proposal. As a result, approval of the Redemption Limitation Amendment Proposal will not require the affirmative vote of any ESGEN ordinary shares held by the Public Shareholders.

The Domestication Proposal: The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds of the votes cast by the holders of the ESGEN ordinary shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, vote at the Special Meeting. Under the Existing Organizational Documents, the holders of ESGEN Class B ordinary shares are entitled to ten votes per ESGEN Class B ordinary share on the Domestication Proposal and holders of ESGEN Class A ordinary shares are entitled to one vote per ESGEN Class A ordinary share on the Domestication Proposal. If any of the Business Combination Proposal, the Organizational Documents Proposal, the Nasdaq Proposal or the Incentive Equity Plan Proposal is not approved, the Domestication Proposal will have no effect, even if approved by ESGEN’s shareholders. Furthermore, ESGEN shareholders must approve the Domestication Proposal in order for the Business Combination to occur. Pursuant to the IPO Letter Agreement and the Amendment to the Letter Agreement and as further discussed in the section entitled “The Business Combination Agreement — Related Agreements — Amendment to the Letter Agreement,” the Sponsor has agreed to vote shares representing

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As a result, approval of the Organizational Documents Proposal will not require the affirmative vote of any ESGEN ordinary shares held by the Public Shareholders.

The Advisory Charter Proposals: The approval of any of the Advisory Charter Proposals is not otherwise required by Cayman Islands law or Delaware law separate and apart from the Organizational Documents Proposal but, pursuant to U.S. Securities and Exchange Commission (“SEC”) guidance, ESGEN is required to submit these provisions to its shareholders separately for approval. However, the shareholder votes regarding these proposals are advisory votes, and are not binding on ESGEN or the ESGEN Board (separate and apart from the approval of the Organizational Documents Proposal). The approval of the Advisory Charter Proposals requires a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds of the votes cast by the holders of the ESGEN ordinary shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, vote at the Special Meeting. Furthermore, the Business Combination is not conditioned on the separate approval of any of the Advisory Charter Proposals (separate and apart from approval of the Organizational Documents Proposal). Pursuant to the IPO Letter Agreement and the Amendment to the Letter Agreement and as further discussed in the section entitled “The Business Combination Agreement — Related Agreements — Amendment to the Letter Agreement,” the Sponsor has agreed to vote shares representing 67.6% of the aggregate voting power of the ESGEN ordinary shares, and all Initial Shareholders collectively have agreed to vote shares representing approximately 83.0% of the aggregate voting power of the ESGEN ordinary shares in favor of the Advisory Charter Proposals. As a result, approval of the Advisory Charter Proposals will not require the affirmative vote of any ESGEN ordinary shares held by the Public Shareholders.

The Nasdaq Proposal: The approval of the Nasdaq Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of votes cast by the holders of the ESGEN ordinary shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, vote at the Special Meeting. If any of the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal or the Incentive Equity Plan Proposal is not approved, the Nasdaq Proposal will have no effect, even if approved by ESGEN’s shareholders. Furthermore, ESGEN shareholders must approve the Nasdaq Proposal in order for the Business Combination to occur. Pursuant to the IPO Letter Agreement and the Amendment to the Letter Agreement and as further discussed in the section entitled “The Business Combination Agreement — Related Agreements — Amendment to the Letter Agreement,” the Sponsor has agreed to vote shares representing 67.6% of the aggregate voting power of the

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The Director Election Proposal: The approval of the Director Election Proposal requires an ordinary resolution, being the affirmative vote of a simple majority of votes cast by the holders of the ESGEN ordinary shares who, being present (in person or by proxy) and entitled to vote thereon at the Special Meeting, vote at the Special Meeting. Under the Existing Organizational Documents, only holders of ESGEN Class B ordinary shares are entitled to vote on the election of directors prior to the closing of ESGEN’s initial business combination. Therefore, only holders of ESGEN Class B ordinary shares are entitled to vote on the Director Election Proposal at the Special Meeting. If any of the other Condition Precedent Proposals is not approved, the Director Election Proposal will have no effect, even if approved by holders of ESGEN Class B ordinary shares. The Initial Stockholders currently hold all issued and outstanding ESGEN Class B ordinary shares, and pursuant to the IPO Letter Agreement and the Amendment to the Letter Agreement and as further discussed in the section entitled “The Business Combination Agreement — Related Agreements — Amendment to the Letter Agreement,” the Initial Shareholders collectively have agreed to vote their shares in favor of the Director Election Proposal. As a result, approval of the Director Election Proposal will not require the affirmative vote of any ESGEN ordinary shares held by the Public Shareholders.

The Adjournment Proposal: The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of votes cast by the holders of the ESGEN ordinary shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, vote at the Special Meeting. The Adjournment Proposal is not conditioned upon any other Shareholder Proposal. For the avoidance of doubt, if put forth at the Special Meeting, the Adjournment Proposal will be the first and only proposal voted on and the Condition Precedent Proposals and other Shareholder Proposals will not be submitted to the shareholders for a vote.

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These interests may have influenced the ESGEN Board in making their recommendation that you vote in favor of the approval of the Business Combination. See “Proposal No. 1 — The Business Combination Proposal — Interests of ESGEN Directors and Officers and the Sponsor in the Business Combination” for a further discussion of these considerations.

If you are a shareholder of record of ESGEN as of the Record Date, you may also cast your vote at the Special Meeting.

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Under the rules of the Nasdaq, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that the Nasdaq determines to be “non-routine” without specific instructions from the beneficial owner. It is expected that all of the Shareholder Proposals are “non-routine” matters. Broker non-votes occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular Shareholder Proposal for which the broker does not have discretionary voting power.

If you are an ESGEN shareholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on any of the Shareholder Proposals. Such broker non-votes will have no effect on the vote count for any of the proposals.

If you are an ESGEN shareholder that attends the Special Meeting and fails to vote on the Business Combination Proposal, the Redemption Limitation Amendment Proposal, the Domestication Proposal, the

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If you are a shareholder of record of ESGEN and you choose to send a written notice or to mail a new proxy, you must submit your notice of revocation or your new proxy to ESGEN and it must be received at any time before the vote is taken at the Special Meeting. Any proxy that you submitted may also be revoked by submitting a new proxy by mail, or online or by telephone, not later than 5:00 p.m. Eastern Time on     , 2023,2024, or by voting at the Special Meeting. Simply attending the Special Meeting will not revoke your proxy. If you have instructed a broker, bank or other nominee to vote your ESGEN ordinary shares, you must follow the directions you receive from your broker, bank or other nominee in order to change or revoke your vote.

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Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford CT 06902

Tel: Toll-Free (800) 662-5200 or (203) 658-9400

Email: ESAC.info@investor.morrowsodali.com

If you are a holder of Public Shares and you intend to seek redemption of your shares, you will need to deliver your Public Shares (either physically or electronically) to CST, ESGEN’s transfer agent, at the address below prior to 5:00 p.m., Eastern Time, on     , 2023.2024 (the second business day preceding the vote on the Business Combination Proposal). If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30^th Floor

New York, NY 10004

Attn: SPAC Redemption Team

E-mail: spacredemptions@continentalstock.com

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