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ESAC ESGEN Acquisition

Filed: 25 Oct 21, 5:01pm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 19, 2021

 

 

ESGEN Acquisition Corporation

(Exact name of registrant as specified in its charter)

 

 

     
Cayman Islands 001-40927 98-1601409

(State or other jurisdiction

of incorporation or organization)

 

 

(Commission

File Number)

 

 

(I.R.S. Employer

Identification Number)

 

5956 Sherry Lane

Dallas, TX 75225

(214) 987-6100

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class 

Trading

Symbols

 

Name of each exchange

on which registered

Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant ESACU The Nasdaq Stock Market LLC
Class A ordinary shares included as part of the units ESAC The Nasdaq Stock Market LLC
Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 ESACW The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company  x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

 

 

 

Item 1.01.Entry into a Material Definitive Agreement.

 

On October 19, 2021, the Registration Statement on Form S-1 (File No. 333-259836) (the “Registration Statement”) relating to the initial public offering (the “IPO”) of ESGEN Acquisition Corporation (the “Company”) was declared effective by the U.S. Securities and Exchange Commission. The Company subsequently filed, on October 19, 2021, a Registration Statement on Form S-1 (File No. 333-260369) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, which was effective immediately upon filing. On October 22, 2021, the Company consummated the IPO of 27,600,000 units (the “Units”). Each Unit consists of one Class A ordinary share, $0.0001 par value per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant (the “Public Warrants”), each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $276,000,000. Further, in connection with the IPO, the Company entered into the following agreements previously filed as exhibits of the Registration Statement:

 

 an Underwriting Agreement, dated October 19, 2021, by and among the Company and Citibank Global Markets Inc. and Barclays Capital Inc., as representatives of the several underwriters, which contains customary representations and warranties and indemnification of the underwriters by the Company;

 

 a Private Placement Warrants Purchase Agreement, dated October 22, 2021, by and among the Company, ESGEN LLC (the “Sponsor”) and client accounts of Salient Capital Advisors (the “Salient Clients” and together with the Sponsor, the “Holders”), pursuant to which the Sponsor purchased 11,240,000 private placement warrants and the Salient Clients purchased 2,800,000 private placement warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant (the “Private Placement Warrants”);

 

 a Warrant Agreement, dated October 22, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”), which sets forth the expiration and exercise price of and procedure for exercising the Warrants; certain adjustment features of the terms of exercise; provisions relating to redemption and cashless exercise of the Warrants; certain registration rights of the holders of Warrants; provision for amendments to the Warrant Agreement; and indemnification of the warrant agent by the Company under the agreement;

 

 an Investment Management Trust Agreement, dated October 22, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, which establishes the trust account that will hold the net proceeds of the IPO and certain of the proceeds of the sale of the Private Placement Warrants, and sets forth the responsibilities of the trustee; the procedures for withdrawal and direction of funds from the trust account; and indemnification of the trustee by the Company under the agreement;

 

 a Registration and Shareholder Rights Agreement, dated October 22, 2021, by and among the Company and the Holders, which provides for customary demand and piggy-back registration rights for the Sponsor, as well as certain transfer restrictions applicable to the Sponsor and Salient Clients with respect to the Company’s securities and, upon consummation of our initial business combination, the right of the Sponsor to nominate three individuals for election to the Company’s board of directors;

 

 a Letter Agreement, dated October 22, 2021, by and between the Company, the Sponsor, the Salient Clients and each of the officers and directors of the Company (together with the Sponsor, the “Insiders”), pursuant to which each Insider has agreed to vote any Class A Ordinary Shares held by such Insider in favor of the Company’s initial business combination; to facilitate the liquidation and winding up of the Company if an initial business combination is not consummated within 24 months; and to certain transfer restrictions with respect to the Company’s securities; and

 

 an Administrative Services Agreement, dated October 22, 2021, by and between the Company and the Sponsor, pursuant to which the Sponsor has agreed to make available office space and certain administrative and support services, as may be required by the Company from time to time, for $10,000 per month until the Company’s initial business combination or liquidation (the “Termination Date”) and, upon the Termination Date, a payment equal to $240,000 less any amounts previously paid prior to the Termination Date.

 

 

 

 

The above descriptions are qualified in their entirety by reference to the full text of the applicable agreement, each of which is incorporated by reference herein and attached hereto as Exhibits 1.1, 10.3, 4.1, 10.1, 10.2, 10.5 and 10.4, respectively.

 

Item 3.02.Unregistered Sales of Equity Securities.

 

Simultaneously with the consummation of the IPO and the issuance and sale of the Units, the Company consummated the private placement of 14,040,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, generating total proceeds of $14,040,000 (the “Private Placement”). The Private Placement Warrants, which were purchased by the Holders, are substantially similar to the Public Warrants, except that if held by the Holders or their permitted transferees, they (i) may be exercised for cash or on a cashless basis, (ii) are not subject to being called for redemption under certain redemption scenarios and (iii) subject to certain limited exceptions, will be subject to transfer restrictions until 30 days following the consummation of the Company’s initial business combination. If the Private Placement Warrants are held by holders other than the Holders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company under all redemption scenarios and exercisable by holders on the same basis as the Public Warrants. The Private Placement Warrants have been issued pursuant to, and are governed by the Warrant Agreement.

 

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

 

On October 19, 2021 and in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles of Association is filed herewith as Exhibit 3.1 and is incorporated by reference herein.

 

Item 9.01.Financial Statements and Exhibits.

 

Exhibits  
   
1.1 Underwriting Agreement, dated as of October 19, 2021, by and among the Company and Citigroup Global Markets Inc. and Barclays Capital Inc., as representatives of the several underwriters
   
3.1 Amended and Restated Memorandum and Articles of Association
   
4.1 Warrant Agreement, dated as of October 22, 2021, by and between Continental Stock Transfer & Trust Company and the Company
   
10.1 Investment Management Trust Account Agreement, dated as of October 22, 2021, by and between Continental Stock Transfer & Trust Company and the Company
   
10.2 Registration and Shareholder Rights Agreement, dated as of October 22, 2021, by and between the Company and the Holders
   
10.3 Private Placement Warrants Purchase Agreement, dated as of October 22, 2021, by and between the Company and the Holders
   
10.4 Administrative Services Agreement, dated as of October 22, 2021, between the Company and the Sponsor
   
10.5 Letter Agreement, dated as of October 22, 2021, by and between the Company, the Sponsor, the Salient Clients and each of the officers and directors of the Company

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: October 25, 2021

 

 ESGEN Acquisition Corporation
  
 By:/s/ Andrea Bernatova
 Name: Andrea Bernatova
 Title: Chief Executive Officer