SEC Comment Letter 0000000000-22-013563 to Zeo Energy Corp. (ZEO)
Zeo Energy Corp.
Date: Dec. 16, 2022 · CIK: 0001865506 · Accession: 0000000000-22-013563
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-40927
Letter
United States securities and exchange commission logo December 16, 2022 Nader Daylami Chief Financial Officer ESGEN Acquisition Corporation 5956 Sherry Lane, Suite 1400 Dallas, TX 75225 Re:ESGEN Acquisition Corporation Form 10-K for the Fiscal Year Ended December 31, 2021 Filed April 1, 2022 File No. 001-40927 Dear Nader Daylami: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to the comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to the comment, we may have additional comments. Form 10-K for the Fiscal Year Ended December 31, 2021 General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, please revise your disclosure in future filings to include disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined
FirstName LastNameNader Daylami Comapany NameESGEN Acquisition Corporation December 16, 2022 Page 2 FirstName LastName Nader Daylami ESGEN Acquisition Corporation December 16, 2022 Page 2 company, and the warrants, which would expire worthless. Please include an example of your intended disclosure in your response. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Frank Knapp, Staff Accountant at (202) 551-3805 or Robert Telewicz, Accounting Branch Chief at (202) 551-3438 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Julian Seiguer, P.C.
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United States securities and exchange commission logo
December 16, 2022
Nader Daylami
Chief Financial Officer
ESGEN Acquisition Corporation
5956 Sherry Lane, Suite 1400
Dallas, TX 75225
Re:ESGEN Acquisition Corporation
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed April 1, 2022
File No. 001-40927
Dear Nader Daylami:
We have reviewed your filing and have the following comment. In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
Please respond to the comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to the comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, please revise your disclosure in future
filings to include disclosure that addresses how this fact could impact your ability to
complete your initial business combination. For instance, discuss the risk to investors that
you may not be able to complete an initial business combination with a U.S. target
company should the transaction be subject to review by a U.S. government entity, such as
the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose that as a result, the pool of potential targets with which you could
complete an initial business combination may be limited. Further, disclose that the time
necessary for government review of the transaction or a decision to prohibit the
transaction could prevent you from completing an initial business combination and require
you to liquidate. Disclose the consequences of liquidation to investors, such as the losses
of the investment opportunity in a target company, any price appreciation in the combined
FirstName LastNameNader Daylami
Comapany NameESGEN Acquisition Corporation
December 16, 2022 Page 2
FirstName LastName
Nader Daylami
ESGEN Acquisition Corporation
December 16, 2022
Page 2
company, and the warrants, which would expire worthless. Please include an example of
your intended disclosure in your response.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Frank Knapp, Staff Accountant at (202) 551-3805 or Robert Telewicz,
Accounting Branch Chief at (202) 551-3438 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Julian Seiguer, P.C.