United States securities and exchange commission logo
February 2, 2024
Andrea Bernatova
Chief Executive Officer
ESGEN Acquisition Corporation
5956 Sherry Lane, Suite 1400
Dallas, TX 75225
Re: ESGEN Acquisition
Corporation
Amendment No. 2 to
Registration Statement on Form S-4
Filed January 25,
2024
File No. 333-274551
Dear Andrea Bernatova:
We have reviewed your amended registration statement and have the
following
comment(s).
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Unless we note otherwise,
any references to prior comments are to comments in our November 21,
2023 letter.
Amendment No. 2 to Registration Statement on Form S-4 filed January 25,
2024
The Business Combination Agreement
Negotiations with Sunergy, page 149
1. We note your disclosure
that the implied enterprise value of the target was reduced from
$475 million to $390
million and that the implied equity value was reduced from $410
million to $337.3
million. Please revise to disclose all material factors that the
ESGEN Board relied upon
in agreeing to the current valuation, including any material
analysis in connection
with the negotiations regarding the valuation of Sunergy. Explain
the quantitative
factors regarding why the valuation decreased from what was initially
agreed upon.
Andrea Bernatova
FirstName LastNameAndrea Bernatova
ESGEN Acquisition Corporation
Comapany2,NameESGEN
February 2024 Acquisition Corporation
February
Page 2 2, 2024 Page 2
FirstName LastName
Certain Unaudited Forecasted Financial Information of Sunergy, page 157
2. Please expand your discussion of the material assumptions underlying
the projections,
quantifying where applicable. Also revise to discuss how your board
considered them.
3. Disclose whether the projections are in line with historic operating
trends and, if not,
address why the change in trends is appropriate or assumptions are
reasonable. Clearly
describe the basis for projecting revenue growth, along with the
factors or contingencies
that would affect such growth ultimately materializing.
PIPE Financing, page 187
4. Revise your disclosure to discuss the material terms of the
Convertible OpCo Preferred
Units and disclose the potential impact of those securities on
non-redeeming shareholders.
Employment Agreements, page 328
5. We reissue in full prior comment 32 from our letter dated October 13,
2023. Please file
the employment agreements identified in the last paragraph of this
section. Refer to Item
601(b)(10)(iii) of Regulation S-K.
Exhibits
6. Refer to Exhibit 99.9. While we do not object to the "do not admit"
language, it is
inappropriate to disclaim that the financial advisor comes within the
category of persons
whose consent is required. Please file a revised consent.
Andrea Bernatova
FirstName LastNameAndrea Bernatova
ESGEN Acquisition Corporation
Comapany2,NameESGEN
February 2024 Acquisition Corporation
February
Page 3 2, 2024 Page 3
FirstName LastName
Please contact Kevin Stertzel at 202-551-3723 or Martin James at
202-551-3671 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Patrick Fullem at 202-551-8337 or Geoffrey Kruczek at 202-551-3641 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Julian Seiguer, P.C.