Zeo Energy (ZEO) 10-Q 15 May 23 2023 Q1 Quarterly report Financial data

Cover Page

Cover Page - shares	3 Months Ended
	Mar. 31, 2023	May 15, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2023
Entity File Number	001-40927
Entity Registrant Name	ESGEN Acquisition Corporation
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	98-1601409
Entity Address, Address Line One	5956 Sherry Lane
Entity Address, Address Line Two	Suite 1400
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75225
City Area Code	214
Local Phone Number	987-6100
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001865506
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Amendment Flag	false
Class A common stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		2,896,555
Title of 12(b) Security	Class A ordinary shares included as part of the units
Trading Symbol	ESAC
Security Exchange Name	NASDAQ
Class B Common Stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		6,900,000
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant
Trading Symbol	ESACU
Security Exchange Name	NASDAQ
Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50[Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	ESACW
Security Exchange Name	NASDAQ

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash	$ 50,471	$ 614,767
Prepaid expense	37,025	31,110
Total current assets	87,496	645,877
Non-current assets:
Marketable securities held in Trust Account	30,919,043	285,506,568
Total Assets	31,006,539	286,152,445
Current liabilities:
Accounts payable and accrued expenses	3,063,779	1,866,992
Due to related party	249,193	144,193
Promissory note—related party	171,346	171,346
Total current liabilities	3,484,318	2,182,531
Non-current liabilities:
Warrant Liabilities	1,670,400	796,224
Deferred underwriters' fee payable	9,660,000	9,660,000
Total Liabilities	14,814,718	12,638,755
Class A ordinary shares subject to possible redemption, $0.0001 par value; 2,896,555 and 27,600,000 shares at redemption value	30,919,043	285,506,568
Shareholders' Deficit:
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding	0	0
Accumulated deficit	(14,727,912)	(11,993,568)
Total shareholders' deficit	(14,727,222)	(11,992,878)
Total Liabilities, Redeemable Ordinary Shares and Shareholders' Deficit	31,006,539	286,152,445
Class A common stock [Member]
Shareholders' Deficit:
Common stock	0	0
Class B Common Stock [Member]
Shareholders' Deficit:
Common stock	$ 690	$ 690

Condensed Balance Sheets (Pare

Condensed Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A common stock [Member]
Temporary equity, par value, (per share)	$ 0.0001	$ 0.0001
Temporary equity, shares outstanding	2,896,555	27,600,000
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	250,000,000	250,000,000
Common shares, shares issued	0	0
Common shares, shares outstanding	0	0
Class B Common Stock [Member]
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	25,000,000	25,000,000
Common shares, shares issued	6,900,000	6,900,000
Common shares, shares outstanding	6,900,000	6,900,000

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Legal and professional fees	$ 1,368,841	$ 631,465
Insurance	16,530	130,404
Other operating costs	97,210	81,121
Operating cost—related party	30,000	30,000
Loss from operations	(1,512,581)	(872,990)
Other income (expense):
Interest income on marketable securities held in Trust Account	940,646	18,171
Change in fair value of warrant liabilities	(874,176)	6,735,360
Total other income, net	66,470	6,753,531
Net (loss) income	$ (1,446,111)	$ 5,880,541
Class A common stock [Member]
Other income (expense):
Weighted Average Number of Shares Outstanding, Basic	8,111,727	27,600,000
Weighted Average Number of Shares Outstanding, Diluted	8,111,727	27,600,000
Basic net (loss) income per share	$ (0.02)	$ 0.17
Diluted net (loss) income per share	$ (0.02)	$ 0.17
Class B Common Stock [Member]
Other income (expense):
Weighted Average Number of Shares Outstanding, Basic	6,900,000	6,900,000
Weighted Average Number of Shares Outstanding, Diluted	6,900,000	6,900,000
Basic net (loss) income per share	$ (0.18)	$ 0.17
Diluted net (loss) income per share	$ (0.18)	$ 0.17

Condensed Statements of Changes

Condensed Statements of Changes in Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit - USD ($)	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Class A common stock [Member] Common Stock [Member]	Class B Common Stock [Member] Common Stock [Member]
Balance at the beginning at Dec. 31, 2021	$ (22,340,560)		$ 0	$ (22,341,250)	$ 281,520,000	$ 690
Balance at the beginning (in shares) at Dec. 31, 2021					27,600,000	6,900,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion of ordinary shares subject to possible redemption	(20,308)			(20,308)	$ 20,308
Net income (loss)	5,880,541	$ 5,880,541		5,880,541
Balance at the end at Mar. 31, 2022	(16,480,327)		0	(16,481,017)	$ 281,540,308	$ 690
Balance at the end (in shares) at Mar. 31, 2022					27,600,000	6,900,000
Balance at the beginning at Dec. 31, 2022	(11,992,878)		0	(11,993,568)	$ 285,506,568	$ 690
Balance at the beginning (in shares) at Dec. 31, 2022					27,600,000	6,900,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion of ordinary shares subject to possible redemption	(1,288,233)		0	(1,288,233)	$ 1,288,233
Redemption of Class A ordinary shares subject to possible redemption					$ (255,875,758)
Redemption of Class A ordinary shares subject to possible redemption (in shares)					(24,703,445)
Net income (loss)	(1,446,111)	$ (1,446,111)		(1,446,111)
Balance at the end at Mar. 31, 2023	$ (14,727,222)		$ 0	$ (14,727,912)	$ 30,919,043	$ 690
Balance at the end (in shares) at Mar. 31, 2023					2,896,555	6,900,000

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from Operating Activities:
Net (loss) income	$ (1,446,111)	$ 5,880,541
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Interest earned on cash held in Trust Account	0	(18,171)
Change in fair value of warrant liabilities	874,176	(6,735,360)
Changes in current assets and liabilities:
Prepaid expenses	(5,915)	97,696
Accrued expenses	1,196,787	507,475
Due to related party	105,000	30,000
Net cash provided by (used in) operating activities	723,937	(237,819)
Cash flows from investing activities:
Reinvestment of marketable securities held in Trust Account	(940,646)	0
Extension funding of trust account	(347,587)	0
Cash withdrawn from Trust Account in connection with redemption	255,875,758	0
Net cash provided by investing activities	254,587,525	0
Cash flows from financing activities:
Redemption of Class A common stock subject to possible redemption	(255,875,758)	0
Net cash used in financing activities	(255,875,758)	0
Net change in cash	(564,296)	(237,819)
Cash, beginning of the period	614,767	1,323,903
Cash, end of the period	50,471	1,086,084
Supplemental disclosure of cash flow information:
Change in value of Class A ordinary shares subject to possible redemption	$ 1,288,233	$ 0

Organization and Business Opera

Organization and Business Operation	3 Months Ended
	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business Operation	Note 1 — Organization and Business Operation ESGEN Acquisition Corporation (the “Company”) was incorporated as a Cayman Islands exempted company on April 19, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company will not be limited to a particular industry or geographic region in its identification and acquisition of a target company. As of March 31, 2023, the Company had not commenced any operations. All activity for the period from April 19, 2021 (inception) through March 31, 2023, relates to the Company’s formation and the initial public offering (“Public Offering” or “IPO”) described below and since the closing of the IPO, the search for a prospective initial business combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is ESGEN LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on October 19, 2021. On October 22, 2021, the Company consummated its IPO of 27,600,000 units (the “Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”) at $10.00 per Unit and the sale of 14,040,000 warrants (the “Private Placement Warrants”) each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor that closed simultaneously with the Public Offering. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of signing a definitive agreement in connection with the initial Business Combination. However, the Company will complete the initial Business Combination only if the post-Business Combination company in which its public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. Following the closing of the IPO on October 22, 2021, $281,520,000 ($10.20 per Unit) from the net proceeds sold in the IPO, including proceeds of the sale of the Private Placement Warrants, was deposited in a trust account (“Trust Account”) and is only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 Except with respect to interest or other income earned on the funds held in the Trust Account that may be released to the Company to pay its income taxes, if any, the amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from the Public Offering and the sale of the Private Placement Warrants held in the Trust Account will not be released from the Trust Account (1) to the Company, until the completion of the initial Business Combination, or (2) to the public shareholders, until the earliest of (a) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if the Company did not complete its initial Business Combination within 15 months (which was extended pursuant to shareholder approval of the Charter Amendment (as defined below)) from the closing of this offering (the “Combination Period”) or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares, and (c) the redemption of the public shares if the Company has not consummated the Business Combination within Combination Period, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial Business Combination or liquidation if the Company has not consummated an initial Business Combination within Combination Period, with respect to such Class A ordinary shares so redeemed. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or stock exchange listing requirement. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of its initial Business Combination at a per-share The ordinary shares subject to redemption were recorded at redemption value and classified as temporary equity upon the completion of the Public Offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company has until May 22, 2023, unless extended with the extension as described in the following paragraph On January 18, 2023, the Company held an extraordinary general meeting of shareholders (the “Meeting”) to consider and vote upon, among other things, a proposal to amend the Company’s amended and restated memorandum and articles of association (the “Charter Amendment”) to (i) extend the date by which the Company must consummate its initial business combination (the “Termination Date”) from January 22, 2023 to April 22, 2023 and (ii) in the event that the Company has not consummated an initial business combination by April 22, 2023, to allow the Company, by resolution of the Company’s board of directors (the “Board”) and, without any approval of the Company’s shareholders, upon five days’ advance notice prior to each Additional Extension, to extend the Termination Date up to six times (with each such extension being upon five days’ advance notice), each by one additional month (for a total of up to six additional months to complete a business combination) (each, an “Additional Extension” and such date, an “Additional Extension Date”), provided that the Sponsor or the Sponsor’s affiliates or permitted designees will deposit into the Trust Account for each Additional Extension Date the lesser of (a) US for each Public Share that is then-outstanding, in exchange for one or more non-interest bearing, unsecured promissory notes issued by the Company to the Sponsor or the Sponsor’s affiliates or permitted designees (the “Lenders” and each a “Lender”). In connection with the vote to approve the Charter Amendment, the holders of The Company’s current Additional Extension Date as of the date hereof is May 22, 2023. The Sponsor and each member of the management team have entered into an agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares; (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if the Company did not complete its initial Business Combination within 15 months from the closing of the Public Offering (which was extended pursuant to shareholder approval of the Charter Amendment) or (B) with respect to any other provision relating to the rights of holders of the Company’s Class A ordinary shares and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to consummate an initial business combination within Combination Period. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company (other than the Company’s independent registered public accounting firm), or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per public share due to reductions in the value of the Trust Account, in each case net of the interest that may be withdrawn to pay the Company’s income tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. See Note 9 (“Subsequent Events”) for information regarding an announced Business Combination Agreement. Founder Shares Founder Shares refers to the Class B ordinary shares (the “Founder Shares”) acquired by the initial shareholders prior to the Company’s IPO. The initial shareholders and each member of the management team have entered into an agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the Business Combination; (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the Business Combination or to redeem 100% of the Company’s public shares if it does not complete the Business Combination by the Termination Date or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to consummate an Business Combination by the Termination Date (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the Business Combination within the prescribed time frame). If the Company seeks shareholder approval, it will complete the Business Combination only if it is approved by an ordinary resolution or such higher approval threshold as may be required by Cayman Islands law and pursuant to the amended and restated memorandum and articles of association. In such case, the initial shareholders and each member of the management team have agreed to vote their Founder Shares and Public Shares in favor of the Business Combination. Risks and Uncertainties The credit and financial markets have experienced extreme volatility and disruptions due to the current conflict between Ukraine and Russia. The conflict is expected to have further global economic consequences, including but not limited to the possibility of severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability. In addition, the United States and other countries have imposed sanctions on Russia which increases the risk that Russia, as a retaliatory action, may launch cyberattacks against the United States, its government, infrastructure and businesses. Any of the foregoing consequences, including those we cannot yet predict, may cause our business, financial condition, results of operations and the price of our ordinary shares to be adversely affected. Going Concern As of March 31, 2023, the Company had $50,471 in cash held outside of the Trust Account and owes $3,063,779 in accounts payable and accrued expenses and an additional $420,539 to related parties. The Company anticipates that the cash held outside of the Trust Account as of March 31, 2023 will not be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with ASC Subtopic 205-40,

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, The breakout of loss from operations on the condensed statement of operations for the three months ended March 31, 2022, has been revised to conform to the current presentation. This presentation did not impact any other financial statement line items. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 31, 2023 and December 31, 2022, respectively. Marketable Securities Held in Trust Acco u Substantially all of the assets held in the Trust Account were held in U.S. Money Market Funds. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in investment income on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Fair Value Measurement The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value on the balance sheet with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheets as current or non-current net-cash Warrant Liability The Company accounts for the Public and Private Placement warrants issued in connection with the Public Offering in accordance with the guidance contained in ASC Topic 815-40 re-measurement re-measurement, Net Income (Loss) Per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period. Net loss for the period from inception to IPO was allocated fully to Class B ordinary shares. With respect to the accretion of Class A ordinary shares subject to possible redemption, the Company treated accretion in the same manner as a dividend, paid to the shareholder in the calculation of the net income (loss) per ordinary share. The earnings per share presented in the Statement of Operations is based on the following: For the Three Months Ended 2023 2022 Net (loss) income $ (1,446,111 ) $ 5,880,541 Accretion of temporary equity to redemption value (1,288,233 ) (18,171 ) Net (loss) income including accretion of temporary equity to redemption value $ (2,734,344 ) $ 5,862,370 For the three months ended March 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income including accretion of temporary equity $ (1,476,546 ) $ (1,257,798 ) $ 4,689,896 $ 1,172,474 Allocation of accretion of temporary equity to redemption value 1,288,233 — 18,171 — Allocation of (loss) income $ (188,313 ) $ (1,257,798 ) $ 4,708,067 $ 1,172,474 Denominator: Weighted-average shares outstanding 8,111,727 6,900,000 27,600,000 6,900,000 Basic and diluted net (loss) income per share $ (0.02 ) $ (0.18 ) $ 0.17 $ 0.17 Net income (loss) per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. The Company has not considered the effect of the 27,840,000 ordinary shares issuable upon exercise of the Public Warrants and Private Placement Warrants in the calculation of diluted loss per share, since the exercise of such warrants are contingent occurrence Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. The Company has made a policy election in accordance with ASC paid-in paid-in Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2023 and December 31, 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2023 and December 31, 2022, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. Recent Accounting Pronouncements Management

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Note 3 — Related Party Transactions Promissory Note — Related Party On April 27, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Public Offering. The Company borrowed a total of $262,268. This loan was non-interest note. The Sponsor has agreed to defer repayment of the loan until the close of the Business Combination. Working Capital Loans In order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of March 31, 2023 and December 31, 2022, the Company had no borrowings under the Working Capital Loans. Office Space, Secretarial and Administrative Services Through the earlier of consummation of the initial Business Combination and the liquidation, the Company incurs $10,000 per month for office space, utilities, secretarial support and administrative services provided by the Sponsor. For the three months ended March 31, 2023 and 2022, the Company has incurred $30,000 and $30,000, respectively. No amounts have been paid for these services. As of March 31, 2023 and December 31, 2022, the Company reported on the balance sheets $105,000 and $120,000, respectively, pursuant to this agreement, in “Due to related party”.

Prepaid Expenses

Prepaid Expenses	3 Months Ended
	Mar. 31, 2023
Prepaid Expense, Current [Abstract]
Prepaid Expenses	Note 4 — Prepaid Expenses The Company’s prepaid expenses as of March 31, 2023 and December 31, 2022 primarily consisted of insurance. March 31, 2023 December 31, 2022 Prepaid insurance $ 9,550 $ 26,081 Other prepaid expenses 27,475 5,029 $ 37,025 $ 31,110

Commitments & Contingencies

Commitments & Contingencies	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments & Contingencies	Note 5 — Commitments & Contingencies Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and expected shareholder rights agreement signed at the closing of our Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. However, the registration and expected shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of its initial Business Combination. However, the registration and expected shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period, which occurs (i) in the case of the Founder Shares, as described in the following paragraph, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Except as described herein, the Sponsor and its directors and executive officers have agreed not to transfer, assign or sell any of their Founder Shares until the earliest of (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading In addition, pursuant to the registration and expected shareholder rights agreement, the Sponsor, upon and following consummation of an initial Business Combination, will be entitled to nominate three individuals for election to the board of directors, as long as the Sponsor holds any securities covered by the registration and expected shareholder rights agreement. Underwriting Agreement The underwriters are entitled to a deferred underwriting commission of 3.5% of the gross proceeds of the Public Offering upon the completion of the Company’s initial Business Combination. As discussed in Note 9 (“Subsequent Events”), in April 2023, the underwriters waived any right to receive the deferred underwriting commission and will therefore receive no additional underwriting commissions in connection with the Closing.

Warrant Liabilities

Warrant Liabilities	3 Months Ended
	Mar. 31, 2023
Warrant Liabilities
Warrant Liabilities	Note 6 — Warrant Liabilities The Company accounts for the 27,840,000 warrants issued in connection with the Public Offering (13,800,000 Public Warrants and 14,040,000 Private Placement Warrants) in accordance with the guidance contained in ASC Topic 815-40. With each such remeasurement, the warrant liabilities will be adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations. Public Warrants Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described adjacent to “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The warrants will become exercisable 30 days after the completion of the Company’s initial Business Combination and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but it will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-dilution Adjustments”) for any 20 trading days within a 30-trading Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-dilution Adjustments”) for any 20 trading days within the 30 Private Warrants If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units sold in the Public Offering. Any amendment to the terms of the Private Placement Warrants or any provision of the warrant agreement with respect to the Private Placement Warrants will require a vote of holders of at least 50% of the number of the then outstanding Private Placement Warrants. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the IPO. Accordingly, the Company has classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. This liability is subject to re-measurement re-measurement,

Recurring Fair Value Measuremen

Recurring Fair Value Measurements	3 Months Ended
	Mar. 31, 2023
Derivative Instrument Detail [Abstract]
Recurring Fair Value Measurements	Note 7 — Recurring Fair Value Measurements As of March 31, 2023 and December 31, 2022, investments held in the Trust Account are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The Company’s Public Warrants are traded on the Nasdaq. As such, the Public Warrant valuation is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. The fair value of the Public Warrant liabilities is classified within Level 1 of the fair value hierarchy. At March 31, 2023 and December 31, 2022, the Company considers the Private Warrants to be economically equivalent to the Public Warrants. As such, the valuation of the Public Warrants was used to value the Private Warrants. The fair value of the Private Warrant liabilities is classified within Level 2 of the fair value hierarchy. The following tables presents fair value information as of March 31, 2023 and December 31, 2022 of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. March 31, 2023 Level 1 Level 2 Level 3 Total Assets: Marketable securities held in Trust Account $ 30,919,043 $ — $ — $ 30,919,043 Liabilities: Public Warrants $ 828,000 $ — $ — $ 828,000 Private Warrants — 842,400 — 842,400 Total liabilities $ 828,000 $ 842,400 $ — $ 1,670,400 December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Marketable securities held in Trust Account $ 285,506,568 $ — $ — $ 285,506,568 Liabilities: Public Warrants $ 394,680 $ — $ — $ 394,680 Private Warrants — 401,544 — 401,544 Total liabilities $ 394,680 $ 401,544 $ — $ 796,224 There were no transfers to or from Levels 1, 2 or 3.

Shareholder's Equity (Deficit)

Shareholder's Equity (Deficit)	3 Months Ended
	Mar. 31, 2023
Stockholders' Equity Note [Abstract]
Shareholder's Equity (Deficit)	Note 8 — Shareholders’ Deficit Preference shares Class A ordinary shares 27,600,000 Class B ordinary shares shares Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. The Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the Trust Account if the Company fails to consummate an initial Business Combination) at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted one-to-one. This is different than some other similarly structured blank check companies in which the initial shareholders will only be issued an aggregate of 20% of the total number of shares to be outstanding prior to the initial Business Combination.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 9 — Subsequent Events Termination Date In connection with the January 18, 2023 Meeting to extend the Termination Date up to six times each by one additional month, the Company has deposited a total of $3,447,587 into the Trust Account. The Company’s current Additional Extension Date as of the date hereof is May 22, 2023. Proposed Business Combination On April 19, 2023, the Company entered into a Business Combination Agreement, by and among the Company, ESGEN OpCo, LLC, a Delaware limited liability company and wholly-owned subsidiary of ESGEN (“OpCo”), Sunergy Renewables, LLC, a Nevada limited liability company (“Sunergy”), the Sunergy equityholders set forth on the signature pages thereto (collectively, “Sellers” and each, a “Seller”, and collectively with Sunergy, the “Sunergy Parties”), for limited purposes, the Sponsor, and for limited purposes, Timothy Bridgewater, an individual, in his capacity as the Sellers Representative (the “Business Combination Agreement”). In accordance with the terms and subject to the conditions of the Business Combination Agreement, among other things: (i) prior to the consummation of the Business Combination (the “Closing”), each issued and outstanding Class B ordinary share, par value $0.0001 per share, of ESGEN will convert into one ESGEN Class A ordinary share, par value $0.0001 per share, of ESGEN (the “ESGEN Share Conversion”); and (ii) following the ESGEN Share Conversion but prior to the Closing, ESGEN will, subject to the receipt of the requisite shareholder approval, transfer by way of continuation from the Cayman Islands to the State of Delaware and domesticate as a Delaware corporation (the “Domestication”). In connection with the Domestication, (A) each outstanding ESGEN Class A Ordinary Share will become one share of Class A common stock, par value $0.0001 per share, of ESGEN, (B) each outstanding warrant to purchase one ESGEN Class A Ordinary Share will become a warrant to purchase one share of ESGEN Class A Common Stock at an exercise price of $11.50 per share, and (C) ESGEN will file its certificate of incorporation and will adopt bylaws 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 ESGEN Class A Ordinary Share and one-half (y) one-half In accordance with the terms and subject to the conditions of the Business Combination Agreement, 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 (collectively, the “Sunergy Exchanges”). At the Closing, ESGEN will contribute to OpCo (1) 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 initial public offering (the “Trust Account”) as of immediately prior to the Closing (after giving effect to the exercise of redemption rights by any ESGEN shareholders)), and (2) a number of newly issued shares of Class V common stock of ESGEN, par value $0.0001 per share, which will generally have only voting rights (the “ESGEN Class V Common Stock”), equal to the number of Seller OpCo Units (as defined in the Business Combination Agreement) (the “Seller Class V Shares”) and (y) in exchange, OpCo shall issue to ESGEN (i) a number of common units of OpCo (the “OpCo Units”) which shall equal the number of total shares of ESGEN Class A Common Stock issued and outstanding immediately after the Closing and (ii) a number of warrants to purchase OpCo Units which shall equal the number of SPAC Warrants issued and outstanding immediately after the Closing (the transactions described above in this paragraph, the “ESGEN Contribution”). Immediately following the ESGEN Contribution, (x) the Sellers will contribute to OpCo the Sunergy Company Interests and (y) in exchange therefor, OpCo will transfer to the Sellers the Seller OpCo Units and the Seller Class V Shares. The obligation of ESGEN, the Sunergy Parties and OpCo to consummate the Business Combination is subject to certain customary closing conditions, including, but not limited to, (i) 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, (ii) the termination or expiration of any applicable waiting period applicable to the consummation of the Business Combination under the Hart-Scott-Rodino Act, (iii) the effectiveness of the Registration Statement on Form S-4 (the “Registration Statement”) in accordance with the provisions of the Securities Act, registering the ESGEN Class A Common Stock to be issued in connection with the Business Combination Agreement, (iv) receipt of the required approvals of ESGEN’s shareholders at a meeting of the shareholders of ESGEN in connection with the Business Combination, (v) 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, (vi) if the ESGEN shareholders do not approve the Redemption Limitation Amendment (as defined in the Business Combination Agreement), 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 the ESGEN Class A Ordinary Shares exercise their redemption rights, (vii) the members of the post-Business Combination ESGEN board of directors shall have been elected or appointed in accordance with the Business Combination Agreement and (viii) the aggregate transaction proceeds, including from the Trust Account after giving effect to the exercise of redemption rights by any ESGEN shareholders pursuant to the ESGEN amended and restated memorandum and articles of association, as amended, and the proceeds resulting from the Initial PIPE Investment (as defined below) and any financing agreements executed in furtherance of the Business Combination Agreement, shall be greater or equal to $20.0 million. Concurrently with the execution of the Business Combination Agreement, ESGEN entered into a subscription agreement (the “Initial Subscription Agreement”) with Sponsor. Pursuant to the Initial Subscription Agreement, Sponsor agreed to subscribe for and purchase, and ESGEN agreed to issue and sell to Sponsor, concurrently with the Closing, an aggregate of 1,000,000 shares of ESGEN Class A Common Stock for a purchase price of $10.00 per share, for aggregate gross proceeds of $10,000,000 (the “Initial PIPE Investment”). The closing of the Initial PIPE Investment is contingent upon, among other things, the substantially concurrent consummation of the Business Combination. The Initial Subscription Agreement provides that ESGEN will grant Sponsor certain customary registration rights. In addition to the Initial 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 (the “Additional Financing Agreements” and, together with the Initial 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, collectively, herein referred to as the “Private Placements”). The Business Combination is expected to close in the fourth quarter of 2023, following the receipt of the required approvals by our shareholders and the fulfillment of other customary closing conditions. Promissory Note On April 5, 2023, the Company issued an unsecured promissory note (the “Note”) in the principal amount of up to $1,500,000 to the Sponsor, which may be drawn down by the Company from time to time prior to the consummation of the Company’s Business Combination. The Note does not bear interest, matures on the date of consummation of the Business Combination and is subject to customary events of default. The Note will be repaid only to the extent that the Company has funds available to it outside of its trust account established in connection with its initial public offering. As of May 11, 2023, there was approximately Note. Deferred Underwriting Commission In April 2023, the IPO underwriters have waived any right to receive the deferred underwriting commission and will therefore receive no additional underwriting commissions in connection with the Closing.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, The breakout of loss from operations on the condensed statement of operations for the three months ended March 31, 2022, has been revised to conform to the current presentation. This presentation did not impact any other financial statement line items.
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
Use of Estimates	Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash Equivalents	Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 31, 2023 and December 31, 2022, respectively.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Acco u Substantially all of the assets held in the Trust Account were held in U.S. Money Market Funds. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in investment income on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information.
Fair Value Measurement	Fair Value Measurement The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value on the balance sheet with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheets as current or non-current net-cash
Warrant Liability	Warrant Liability The Company accounts for the Public and Private Placement warrants issued in connection with the Public Offering in accordance with the guidance contained in ASC Topic 815-40 re-measurement re-measurement,
Net Income (Loss) Per Ordinary Share	Net Income (Loss) Per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period. Net loss for the period from inception to IPO was allocated fully to Class B ordinary shares. With respect to the accretion of Class A ordinary shares subject to possible redemption, the Company treated accretion in the same manner as a dividend, paid to the shareholder in the calculation of the net income (loss) per ordinary share. The earnings per share presented in the Statement of Operations is based on the following: For the Three Months Ended 2023 2022 Net (loss) income $ (1,446,111 ) $ 5,880,541 Accretion of temporary equity to redemption value (1,288,233 ) (18,171 ) Net (loss) income including accretion of temporary equity to redemption value $ (2,734,344 ) $ 5,862,370 For the three months ended March 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income including accretion of temporary equity $ (1,476,546 ) $ (1,257,798 ) $ 4,689,896 $ 1,172,474 Allocation of accretion of temporary equity to redemption value 1,288,233 — 18,171 — Allocation of (loss) income $ (188,313 ) $ (1,257,798 ) $ 4,708,067 $ 1,172,474 Denominator: Weighted-average shares outstanding 8,111,727 6,900,000 27,600,000 6,900,000 Basic and diluted net (loss) income per share $ (0.02 ) $ (0.18 ) $ 0.17 $ 0.17 Net income (loss) per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. The Company has not considered the effect of the 27,840,000 ordinary shares issuable upon exercise of the Public Warrants and Private Placement Warrants in the calculation of diluted loss per share, since the exercise of such warrants are contingent occurrence
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. The Company has made a policy election in accordance with ASC paid-in paid-in
Income Taxes	Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2023 and December 31, 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2023 and December 31, 2022, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Schedule of compute basic and diluted net income per share	The earnings per share presented in the Statement of Operations is based on the following: For the Three Months Ended 2023 2022 Net (loss) income $ (1,446,111 ) $ 5,880,541 Accretion of temporary equity to redemption value (1,288,233 ) (18,171 ) Net (loss) income including accretion of temporary equity to redemption value $ (2,734,344 ) $ 5,862,370 For the three months ended March 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income including accretion of temporary equity $ (1,476,546 ) $ (1,257,798 ) $ 4,689,896 $ 1,172,474 Allocation of accretion of temporary equity to redemption value 1,288,233 — 18,171 — Allocation of (loss) income $ (188,313 ) $ (1,257,798 ) $ 4,708,067 $ 1,172,474 Denominator: Weighted-average shares outstanding 8,111,727 6,900,000 27,600,000 6,900,000 Basic and diluted net (loss) income per share $ (0.02 ) $ (0.18 ) $ 0.17 $ 0.17 Net income (loss) per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. The Company has not considered the effect of the 27,840,000 ordinary shares issuable upon exercise of the Public Warrants and Private Placement Warrants in the calculation of diluted loss per share, since the exercise of such warrants are contingent occurrence

Prepaid Expenses (Tables)

Prepaid Expenses (Tables)	3 Months Ended
	Mar. 31, 2023
Prepaid Expense, Current [Abstract]
Summary of Prepaid expenses	March 31, 2023 December 31, 2022 Prepaid insurance $ 9,550 $ 26,081 Other prepaid expenses 27,475 5,029 $ 37,025 $ 31,110

Recurring Fair Value Measurem_2

Recurring Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2023
Derivative Instrument Detail [Abstract]
Schedule of fair value hierarchy for liabilities measured at fair value on recurring basis	The following tables presents fair value information as of March 31, 2023 and December 31, 2022 of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. March 31, 2023 Level 1 Level 2 Level 3 Total Assets: Marketable securities held in Trust Account $ 30,919,043 $ — $ — $ 30,919,043 Liabilities: Public Warrants $ 828,000 $ — $ — $ 828,000 Private Warrants — 842,400 — 842,400 Total liabilities $ 828,000 $ 842,400 $ — $ 1,670,400 December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Marketable securities held in Trust Account $ 285,506,568 $ — $ — $ 285,506,568 Liabilities: Public Warrants $ 394,680 $ — $ — $ 394,680 Private Warrants — 401,544 — 401,544 Total liabilities $ 394,680 $ 401,544 $ — $ 796,224

Organization and Business Ope_2

Organization and Business Operation (Details) - USD ($)			3 Months Ended
	Jan. 18, 2023	Oct. 22, 2021	Mar. 31, 2023	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Shares Issued, Price Per Share			$ 10
Net tangible assets			$ 5,000,001
Condition for future business combination threshold Percentage Ownership			50
Redemption of shares calculated based on business days prior to consummation of business combination			15 months
Condition for future business combination threshold Net Tangible Assets			$ 100,000
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)			100%
Cash held outside of the Trust Account	$ 140,000		$ 50,471
Accrued Offering Costs And Expenses			3,063,779
Due to related party			$ 105,000	$ 120,000
Public share	$ 0.04		$ 9.2
Redemption Price Per Share	$ 10.35
Aggregate redemption amount	$ 255,875,758
Class A common stock [Member]
Subsidiary, Sale of Stock [Line Items]
Shares Issued, Price Per Share			$ 10
Stock issued during period, shares, new issues	24,703,445
Additional amount owed to related party [Member]
Subsidiary, Sale of Stock [Line Items]
Due to related party			$ 420,539
Initial Public Offering [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares)		27,600,000
Shares Issued, Price Per Share		$ 10.2	$ 10
Proceeds from Issuance Initial Public Offering		$ 281,520,000
Initial Public Offering [Member] | Private Placement Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Shares Issued, Price Per Share		$ 11.5
Sale of Private Placement Warrants (in shares)		14,040,000
Price of warrant		$ 1
Initial Public Offering [Member] | Public Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Shares Issued, Price Per Share			$ 10.2
Private Placement [Member] | Private Placement Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Percentage of business combinations aggregate fair market value			80%
Over-allotment option [Member]
Subsidiary, Sale of Stock [Line Items]
Shares Issued, Price Per Share		$ 10
Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Redemption of shares calculated based on business days prior to consummation of business combination			15 months
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)			100%

Significant Accounting Polici_4

Significant Accounting Policies (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Cash and cash equivalents	$ 0		$ 0
Unrecognized tax benefits	0		0
Unrecognized tax benefits accrued for interest and penalties	$ 0		0
Anti-dilutive securities attributable to warrants (in shares)	27,840,000
Accretion of carrying value to redemption value	$ 255,875,758
Payments to Acquire Restricted Investments	347,587	$ 0
Accumulated Deficit [Member]
Accretion of carrying value to redemption value	1,288,233		20,308
Class A common stock [Member] | Initial Public Offering [Member]
Unrecognized tax benefits	$ 0		$ 0

Significant Accounting Polici_5

Significant Accounting Policies - Reconciliation of Net Loss per Common Share (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Net (loss) income	$ (1,446,111)	$ 5,880,541
Common Stock [Member]
Net (loss) income	(1,446,111)	5,880,541
Accretion of temporary equity to redemption value	(1,288,233)	(18,171)
Net (loss) income including accretion of temporary equity to redemption value	$ (2,734,344)	$ 5,862,370
Class A common stock [Member]
Weighted-average shares outstanding, basic	8,111,727	27,600,000
Weighted average shares outstanding, diluted	8,111,727	27,600,000
Basic net income (loss) per share	$ (0.02)	$ 0.17
Diluted net (loss) income per share	$ (0.02)	$ 0.17
Class A common stock [Member] | Common Stock [Member]
Accretion of temporary equity to redemption value	$ 1,288,233	$ 18,171
Net (loss) income including accretion of temporary equity to redemption value	(1,476,546)	4,689,896
Allocation of (loss) income	$ (188,313)	$ 4,708,067
Weighted-average shares outstanding, basic	8,111,727	27,600,000
Weighted average shares outstanding, diluted	8,111,727	27,600,000
Basic net income (loss) per share	$ (0.02)	$ 0.17
Diluted net (loss) income per share	$ (0.02)	$ 0.17
Class B Common Stock [Member]
Weighted-average shares outstanding, basic	6,900,000	6,900,000
Weighted average shares outstanding, diluted	6,900,000	6,900,000
Basic net income (loss) per share	$ (0.18)	$ 0.17
Diluted net (loss) income per share	$ (0.18)	$ 0.17
Class B Common Stock [Member] | Common Stock [Member]
Accretion of temporary equity to redemption value	$ 0	$ 0
Net (loss) income including accretion of temporary equity to redemption value	(1,257,798)	1,172,474
Allocation of (loss) income	$ (1,257,798)	$ 1,172,474
Weighted-average shares outstanding, basic	6,900,000	6,900,000
Weighted average shares outstanding, diluted	6,900,000	6,900,000
Basic net income (loss) per share	$ (0.18)	$ 0.17
Diluted net (loss) income per share	$ (0.18)	$ 0.17

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Apr. 27, 2021
Related Party Transaction [Line Items]
Outstanding balance of related party note				$ 90,922
Expenses incurred and paid	$ 10,000
Due to related party	105,000	$ 120,000
Payments To Related Parties	0
Due to Other Related Parties	30,000		$ 30,000
Working capital loans warrant [Member]
Related Party Transaction [Line Items]
Loan conversion agreement warrant	$ 1,500,000
Price of warrant	$ 1
Working Capital Loan	$ 0	0
Promissory Note with Related Party [Member]
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note				300,000
Outstanding amount	$ 171,346	$ 171,346
Borrowed amount				$ 262,268

Prepaid Expenses (Details)

Prepaid Expenses (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Prepaid Expense, Current [Abstract]
Prepaid insurance, Current	$ 9,550	$ 26,081
Other prepaid expenses, Current	27,475	5,029
Prepaid Expense, Current, Total	$ 37,025	$ 31,110

Commitments & Contingencies (De

Commitments & Contingencies (Details)		3 Months Ended
	Oct. 22, 2021	Mar. 31, 2023 Day $ / shares
Related Party Transaction [Line Items]
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination		30 days
Maximum number of demands for registration of securities		3
Initial Public Offering [Member]
Related Party Transaction [Line Items]
Deferred Underwriting Discount	3.50%
Sponsor [Member] | Class A common stock [Member]
Related Party Transaction [Line Items]
Warrants And Rights Outstanding Exercisable Term After Business Combinations		30 days
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination		1 year
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences		150 days
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination		20
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares		$ 12
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination		30

Warrant Liabilities (Details)

Warrant Liabilities (Details) - $ / shares	3 Months Ended
	Mar. 31, 2023	Jan. 18, 2023	Oct. 22, 2021
Warrants outstanding			27,840,000
Share Price	$ 9.2	$ 0.04
Threshold Period For Registration Statement To Be Effective After Which Warrants Can Be Exercised	60 days
Fair Market Value Price	$ 0.361
Public Warrants expiration term	5 years
Percentage Of Gross Proceeds On Total Equity Proceeds	60%
Adjustment of exercise price of warrants based on market value (as a percent)	115%
Percentage of adjustment of redemption price of stock based on market value.	180%
Stock price trigger for redemption of public warrants	$ 18
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days
Shares Issued, Price Per Share	$ 10
Class A common stock [Member]
Trading Day Prior To The Date On Which The Notice Of Exercise	10 days
Shares Issued, Price Per Share	$ 10
Redemption Of Warrant Price Per Share Equals Or Exceeds18.00 [Member]
Share Price	18
Redemption price per public warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold trading days for redemption of public warrants	20 days
Redemption Of Warrant Price Per Share Equals Or Exceeds10.00 [Member]
Share Price	$ 0.1
Redemption price per public warrant (in dollars per share)	$ 10
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold trading days for redemption of public warrants	20 days
Shares Issued, Price Per Share	$ 10
Public Warrants [Member]
Warrants outstanding			13,800,000
Public Warrants [Member] | Class A common stock [Member]
Shares Issued, Price Per Share	$ 11.5
Private Warrants [Member]
Warrants outstanding			14,040,000

Recurring Fair Value Measurem_3

Recurring Fair Value Measurements - Fair value hierarchy for liabilities measured at fair value on recurring basis (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities held in Trust Account	$ 30,919,043	$ 285,506,568
Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities held in Trust Account	30,919,043	285,506,568
Total warrant liabilities	1,670,400	796,224
Recurring [Member] | Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total warrant liabilities	828,000	394,680
Recurring [Member] | Private Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total warrant liabilities	842,400	401,544
Level 1 [Member] | Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities held in Trust Account	30,919,043	285,506,568
Total warrant liabilities	828,000	394,680
Level 1 [Member] | Recurring [Member] | Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total warrant liabilities	828,000	394,680
Level 2 [Member] | Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total warrant liabilities	842,400	401,544
Level 2 [Member] | Recurring [Member] | Private Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total warrant liabilities	842,400	401,544
Level 3 [Member] | Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total warrant liabilities	0	0
Level 3 [Member] | Recurring [Member] | Private Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total warrant liabilities	$ 0	$ 0

Recurring Fair Value Measurem_4

Recurring Fair Value Measurements - Additional Information (Details)	3 Months Ended
	Mar. 31, 2023 USD ($)
Derivative Instrument Detail [Abstract]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Transfers, Net	$ 0

Shareholder's Equity - Preferre

Shareholder's Equity - Preferred Stock Shares (Details) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Stockholders' Equity Note [Abstract]
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

Shareholder's Equity-Common Sto

Shareholder's Equity-Common Stock Shares (Details)	3 Months Ended
	Mar. 31, 2023 $ / shares shares	Dec. 31, 2022 $ / shares shares
Class of Stock [Line Items]
Aggregate Percentage of Outstanding Shares Issued to Initial Shareholders Prior to Business Combination	20%
Class A common stock [Member]
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	250,000,000	250,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)	0	0
Common shares, shares outstanding (in shares)	0	0
Class A common stock subject to possible redemption, outstanding (in shares)	2,896,555	27,600,000
Class B Common Stock [Member]
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	25,000,000	25,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)	6,900,000	6,900,000
Common shares, shares outstanding (in shares)	6,900,000	6,900,000
Ratio to be applied to the stock in the conversion	20

Subsequent Events - Additional

Subsequent Events - Additional Information (Details) - USD ($)			3 Months Ended
	Apr. 19, 2023	Jan. 18, 2023	Mar. 31, 2023	Mar. 31, 2022	Apr. 28, 2023	Apr. 05, 2023	Dec. 31, 2022
Subsequent Event [Line Items]
Shares Issued, Price Per Share			$ 10
Proceeds from sale of restricted investments		$ 3,447,587	$ 255,875,758	$ 0
Class A common stock [Member]
Subsequent Event [Line Items]
Common Stock, Par or Stated Value Per Share			$ 0.0001				$ 0.0001
Shares Issued, Price Per Share			10
Class B Common Stock [Member]
Subsequent Event [Line Items]
Common Stock, Par or Stated Value Per Share			$ 0.0001				$ 0.0001
Subsequent Event [Member] | Unsecured Promissory Note [Member]
Subsequent Event [Line Items]
Debt Instrument, Face Amount						$ 1,500,000
Debt Instrument, Interest Rate, Stated Percentage						0%
Long-Term Debt, Gross					$ 1,384,500
Subsequent Event [Member] | Business Combination Agreement [Member]
Subsequent Event [Line Items]
Minimum Net Worth Required For Compliance	$ 5,000,001
Proceeds from sale of restricted investments	$ 20,000,000
Subsequent Event [Member] | Class A common stock [Member] | Business Combination Agreement [Member]
Subsequent Event [Line Items]
Common Stock, Par or Stated Value Per Share	$ 0.0001
Subsequent Event [Member] | Class A common stock [Member] | Initial Subscription Agreement [Member] | Sponsor [Member]
Subsequent Event [Line Items]
Stock Issued During Period, Shares, Issued for Services	1,000,000
Shares Issued, Price Per Share	$ 10
Stock Issued During Period, Value, Issued for Services	$ 10,000,000
Subsequent Event [Member] | Class B Common Stock [Member] | Business Combination Agreement [Member]
Subsequent Event [Line Items]
Common Stock, Par or Stated Value Per Share	$ 0.0001
Subsequent Event [Member] | ESGEN Common Class A [Member]
Subsequent Event [Line Items]
Common Stock, Par or Stated Value Per Share	$ 0.0001
Class Of Warrant Or Right Description	each outstanding warrant to purchase one ESGEN Class A Ordinary Share will become a warrant to purchase one share of ESGEN Class A Common Stock at an exercise price of $11.50 per share
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right	1
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 11.5
Subsequent Event [Member] | ESGEN Common Class A [Member] | Warrant [Member]
Subsequent Event [Line Items]
Common Stock, Conversion Basis	each issued and outstanding unit of ESGEN, each consisting of ESGEN Class A Ordinary Share and one-half of one warrant to purchase one ESGEN Class A Ordinary Share
Subsequent Event [Member] | ESGEN Common Class A [Member] | Business Combination Agreement [Member]
Subsequent Event [Line Items]
Common Stock, Par or Stated Value Per Share	$ 0.0001
Subsequent Event [Member] | ESGEN Common Class A [Member] | Warrant Agreement [Member]
Subsequent Event [Line Items]
Class Of Warrant Or Right Description	one-half of one warrant representing the right to purchase one share of ESGEN Class A Common Stock at an exercise price of $11.50 per share
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right	1
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 11.5