ESGEN Acquisition Corporation
5956 Sherry Lane, Suite 1400
Dallas, Texas 75225
February 9, 2024
VIA EDGAR
| Attention: | Kevin Stertzel | |
| Martin James | ||
| Patrick Fullem | ||
| Geoffrey Kruczek |
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Manufacturing
100 F Street, NE
Washington, D.C. 20549
| Re: | ESGEN Acquisition Corporation |
Registration Statement on Form S-4, as amended
File No. 333-274551
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, ESGEN Acquisition Corporation (the “Company”) hereby requests acceleration of the effective date of the above referenced Registration Statement to 4:00 p.m., Eastern Time, on February 13, 2024, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP, request by telephone that such Registration Statement be declared effective.
The Company hereby authorizes Ieuan List of Kirkland & Ellis LLP to orally modify or withdraw this request for acceleration.
Please contact Julian J. Seiguer or Ieuan A. List, each of Kirkland & Ellis LLP, special counsel to the Company, at (713) 836-3334 or (512) 355-4375, respectively, as soon as the registration statement has been declared effective, or if you have any other questions or concerns regarding this matter.
| Sincerely, | ||
| ESGEN ACQUISITION CORPORATION | ||
/s/ Nader Daylami | ||
| Name: | Nader Daylami | |
| Title: | Chief Financial Officer | |
