October 13, 2021
Via EDGAR
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Todd Schiffman
| RE: | ESGEN Acquisition Corporation | |
| Registration Statement on Form S-1 | ||
| File No. 333-259836 | ||
| Request for Acceleration |
Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of ESGEN Acquisition Corporation that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:30 p.m., Eastern time, on October 19, 2021, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that as of the date hereof, the undersigned expects to distribute approximately 500 copies of the preliminary prospectus, dated September 27, 2021 to prospective underwriters and dealers, institutional investors, retail investors and others.
The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature page follows]
| Very truly yours, | ||
| CITIGROUP GLOBAL MARKETS INC. | ||
| By: | /s/ Ben Exner | |
| Name: Ben Exner | ||
| Title: Director | ||
| BARCLAYS CAPITAL INC. | ||
| By: | /s/ Victoria Hale | |
| Name: Victoria Hale | ||
| Title: Authorized Signatory | ||
As representatives of the several underwriters
| cc: | William B. Nelson, Partner, Shearman & Sterling LLP |
| Emily Leitch, Partner, Shearman & Sterling LLP |
[Signature Page to Acceleration Request Letter]
