Sunergy Renewables, LLC completed the acquisition of ESGEN Acquisition Corporation from ESGEN LLC and others in a reverse merger transaction.
Completion of the proposed transaction is subject to customary closing conditions including, but not limited to, the absence of any order, law or other legal restraint or prohibition enacted, issued or promulgated by any court of competent jurisdiction or other governmental entity of competent jurisdiction having the effect of making the Business Combination illegal or otherwise prohibiting the consummation of the Business Combination, the termination or expiration of any applicable waiting period applicable to the consummation of the Business Combination under the Hart-Scott-Rodino Act, the effectiveness of the Registration Statement on Form S-4 registering the ESGEN Class A Common Stock to be issued in connection with the agreement, receipt of the required approvals of ESGEN?s shareholders at a meeting of the shareholders, the ESGEN Class A Common Stock to be issued in connection with the business combination immediately after closing shall be listed on Nasdaq and ESGEN will be able to satisfy any continued listing requirements of Nasdaq immediately after closing, ESGEN having at least $5,000,001 of net tangible assets remaining immediately after any holders of the ESGEN Class A Ordinary Shares exercise their redemption rights, the members of the post-Business Combination ESGEN board of directors shall have been elected or appointed in accordance with the Business Combination Agreement, the Aggregate Transaction Proceeds shall be greater than or equal to $20 million and execution and delivery of closing deliveries including Registration Rights Agreement. The board of Directors of ESGEN and the board of managers of Sunergy have unanimously approved the transaction. ESGEN Board recommended the approval and adoption of the agreement by the shareholders of ESGEN. On January 24, 2024, ESGEN and Sunergy entered the first amendment. As part of the first amendment reduction of the aggregate consideration to the pre-transaction Sunergy equityholders from $410 million to $337.3 million; removal of the (a) $20 million minimum cash condition and (b) provision requiring forfeiture of founder shares in connection with excess transaction expenses; modification of the terms and structure of the Sponsor PIPE Investment; forfeiture of an aggregate of 2.9 million founder shares and forfeiture of all private warrants to purchase one ESGEN Class A ordinary share of ESGEN. Registration Statement has been declared effective by the U.S. Securities and Exchange Commission on February 14, 2024. The business combination is expected to be completed during the fourth quarter of 2023. As per the filling on September 21, 2023, the transaction is expected to close in first quarter of 2024. As of September 25, 2023, ESGEN proposes to extend the business combination date to January 22, 2024, at the shareholder meeting scheduled on October 17, 2023. As of January 25, 2024, the transaction is anticipated to occur in the first half of 2024. March 7, 2024, ESGEN?s shareholders have approved proposed business combination with Sunergy. With the Special Meeting complete, the Business Combination is expected to close in the coming weeks.
Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, served as exclusive financial advisor and lead capital markets advisor to ESGEN. Cohen & Company also provided due diligence services to ESGEN. Kevin Crews, Julian Seiguer, Matthew Turner, Mark Dundon, Bill Dong and Jack Shirley of Kirkland & Ellis LLP served as legal counsel to ESGEN and Energy Spectrum. Craig T. Alcorn, Jeffrey P. Bialos, Lance J. Phillips, Joshua L. Shapiro, Doyle Campbell, Michael V. Mannino of Eversheds Sutherland (US) LLP and Matthew A. Gray of Ellenoff Grossman & Schole LLP served as legal counsel to Sunergy. Morrow Sodali LLC is acting as proxy solicitor for ESGEN Acquisition for a fee of $15,000. The transfer agent for the securities of ESGEN is Continental Stock Transfer & Trust Company. ESGEN Board received a fairness opinion from Houlihan Capital, LLC for a fee of $250,000.
Sunergy Renewables, LLC completed the acquisition of ESGEN Acquisition Corporation (NasdaqGM:ESAC) from ESGEN LLC and others in a reverse merger transaction on March 13, 2024. At the closing, ESGEN changed its name to ?Zeo Energy Corp.? and will be led by Sunergy?s senior management. The Board of Directors of Zeo will include members from both Sunergy and ESGEN. Commencing at the open of trading on March 14, 2024, Zeo?s common stock and warrants are expected to trade on the Nasdaq Capital Market under the new ticker symbols ?ZEO? and ?ZEOWW,? respectively. The transaction will result in gross proceeds of approximately $18 million to Zeo. Funds from the transaction are expected to fund Zeo?s operations and growth strategy and pay certain expenses related to the Business Combination.