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October 13, 2023
Andrea Bernatova
Chief Executive Officer
ESGEN Acquisition Corp
5956 Sherry Lane, Suite 1400
Dallas, TX 75225
Re:ESGEN Acquisition Corp
Registration Statement on Form S-4
Filed September 18, 2023
File No. 333-274551
Dear Andrea Bernatova:
            We have reviewed your 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.
Registration Statement on Form S-4 filed September 18, 2023
General
1.Please highlight the material risks to public warrant holders, including those arising from
differences between private and public warrants.  Clarify whether recent common stock
trading prices exceed the threshold that would allow the company to redeem public
warrants.  Clearly explain the steps, if any, the company will take to notify all
shareholders, including beneficial owners, regarding when the warrants become eligible
for redemption.
2.Please disclose the sponsor and its affiliates’ total potential ownership interest in the
combined company, assuming exercise and conversion of all securities.
3.We note that certain shareholders agreed to waive their redemption rights.  Please describe
any consideration provided in exchange for this agreement.

 FirstName LastNameAndrea Bernatova
 Comapany NameESGEN Acquisition Corp
 October 13, 2023 Page 2
 FirstName LastName
Andrea Bernatova
ESGEN Acquisition Corp
October 13, 2023
Page 2
4.Please revise to disclose all possible sources and extent of dilution that shareholders who
elect not to redeem their shares may experience in connection with the business
combination.  Provide disclosure of the impact of each significant source of dilution,
including the amount of equity held by founders, convertible securities, including warrants
retained by redeeming shareholders, at each of the redemption levels detailed in your
sensitivity analysis, including any needed assumptions.
5.Quantify the value of warrants, based on recent trading prices, that may be retained by
redeeming stockholders assuming maximum redemptions and identify any material
resulting risks.
6.We note that you have potential arrangements to sell additional securities to raise funds to
to support the business combination.  Revise the disclosure to discuss the key terms of any
convertible securities and to disclose the potential impact of those securities on non-
redeeming shareholders.
7.We understand that Barclays Capital Inc. ("Barclays") and Citibank Global Markets Inc.
("Citi"), the lead underwriters in your SPAC IPO, intend to waive the deferred
underwriting commissions that would otherwise be due to them upon the closing of the
business combination.  Please disclose how this waiver was obtained, why the waiver was
agreed to, and clarify the SPAC’s current relationship with Barclays and Citi.
8.Please describe what relationship existed between Barclays and Citi and the SPAC after
the close of the IPO, including any financial or merger-related advisory services
conducted by the underwriters.  For example, clarify whether the underwriters had any
role in the identification or evaluation of business combination targets.
9.Disclose whether Barclays or Citi provided you with any reasons for the fee waiver.  If
there was no dialogue and you did not seek out the reasons why the underwriters were
waiving deferred fees, despite already completing their services, please indicate so in your
registration statement.  Further, revise the risk factor disclosure to explicitly clarify that
Barclays and Citi had performed all their obligations to obtain the fee and therefore is
gratuitously waiving the right to be compensated.
10.Please tell us whether you are aware of any disagreements with Barclays or Citi regarding
the disclosure in your registration statement.  Further, please add risk factor disclosure that
clarifies that the underwriters were to be compensated, in part, on a deferred basis for its
underwriting services in connection with the SPAC IPO and such services have already
been rendered, yet Barclays and Citi are waiving such fees and disclaiming responsibility
for the Form S-4 registration statement.  Clarify the unusual nature of such a fee waiver
and the impact of it on the evaluation of the business combination.
11.Please provide us with any correspondence between the underwriters and the SPAC
relating to the underwriters' resignation.  Provide us with similar correspondence between
Piper and Sunenergy and/or the SPAC.

 FirstName LastNameAndrea Bernatova
 Comapany NameESGEN Acquisition Corp
 October 13, 2023 Page 3
 FirstName LastName
Andrea Bernatova
ESGEN Acquisition Corp
October 13, 2023
Page 3
12.Please provide us with a letter from the underwriters stating whether each agrees with the
statements made in your prospectus related to their resignation and, if not, stating the
respects in which they do not agree.  Please revise your disclosure accordingly to reflect
that you have discussed the disclosure with the firms and it either agrees or does not agree
with the conclusions and the risks associated with such outcome.  If the firms do not
respond, please revise your disclosure to indicate you have asked and not received a
response and disclose the risks to investors.  Additionally, please indicate that the
firm withdrew from its role as and forfeited its fees, if applicable, and that the firm refused
to discuss the reasons for its resignation and forfeiture of fees, if applicable, with
management.
13.Please revise to clarify Cohen's role regarding the business combination and related
agreements, given your disclosure on page 137 that Cohen was engaged as financial
advisor, yet Houlihan provided the fairness opinion.
14.We note from the first page of Annex K that ESGEN had discussions with Sunergy
and Houlihan Capital, LLC regarding the Sunergy's financial projections.  If your board
was provided, reviewed and considered these projections please revise to disclose the
projections and all material assumptions underlying them and how your board considered
them.  Also revise to discuss when the projections were prepared, who prepared them and
when they were provided during the course of negotiations.
15.The discussion of the risks related to your Up-C structure,
the Tax Receivable Agreement and the resulting redirection of cash flows to the pre-
business combination owners should be enhanced and given more prominence in your
prospectus.  Please revise your prospectus cover page to disclose that the TRA confers
significant economic benefits to the pre-business combination owners, redirects cash
flows to the TRA participants at the expense of the rest of your shareholders, and
materially affects your liquidity.  Please ensure that your revised disclosure states clearly
that you expect the payments to be substantial and that the arrangement will reduce the
cash provided by the tax savings that would otherwise have been available to you for other
uses.  Because the arrangement could be considered a windfall for the pre-business
combination owners, your disclosure should quantify the range of payments associated
with agreement.

 FirstName LastNameAndrea Bernatova
 Comapany NameESGEN Acquisition Corp
 October 13, 2023 Page 4
 FirstName LastName
Andrea Bernatova
ESGEN Acquisition Corp
October 13, 2023
Page 4
16.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.  Please also tell us whether anyone or any
entity associated with or otherwise involved in the transaction, is, is controlled by, or has
substantial ties with a non-U.S. person.  If so, also include risk factor 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.  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 company, and the warrants, which would expire worthless.
Cover Page
17.We note your disclosure shareholders should be aware that Barclays has resigned from its
role as underwriter in connection with the business combination.  We also note your
disclosure that Citi terminated and waived any rights to receive deferred underwriting
commissions.  Please disclose on the cover page Citi's resignation.
Interests of ESGEN Directors and Officers and the Sponsor in the Business Combination, page
45
18.We note the disclosure on page 47 that the SPAC sponsor/affiliate “may” purchase
SPAC securities in the open market and vote the securities in favor of approval of the
business combination transaction.  Please provide your analysis on how such potential
purchases would comply with Rule 14e-5.
Risk Factors
We depend on a limited number of suppliers of solar energy system components..., page 66
19.We note your risk factor that your supply chain may be impacted by the COVID-19
pandemic and Russia’s war against Ukraine.  We also note the effect you mention of the
UFLPA.  Revise to specifically explain and quantify the impact of each of these events.
Update your risks characterized as potential if recent supply chain disruptions have
impacted your operations.
Our rebranding and rebranding strategy following the Business Combination..., page 78
20.We note your disclosure regarding your rebranding strategy.  In the appropriate section,
please elaborate on your rebranding strategy and explain what you mean by "we intend to
rebrand our offerings."  Also explain the "substantial costs" involved.

 FirstName LastNameAndrea Bernatova
 Comapany NameESGEN Acquisition Corp
 October 13, 2023 Page 5
 FirstName LastName
Andrea Bernatova
ESGEN Acquisition Corp
October 13, 2023
Page 5
Inflation could result in decreased value from future contractual payments..., page 82
21.We note your risk factor indicating that inflation could adversely affect your costs.  Please
update this risk factor in future filings if recent inflationary pressures have materially
impacted your operations.  In this regard, identify the types of inflationary pressures you
are facing and how your business has been affected.  Revise your similar disclosures on
pages 274 and 291 and quantify the impact you mention.
We have suppliers that are based or manufacture the products we sell..., page 82
22.We note your disclosure on pages 67, 83 and 275 regarding Russia's invasion of Ukraine.
Please revise your filing, as applicable, to provide more specific disclosure related to the
direct or indirect impact that Russia's invasion of Ukraine and the international response
have had or may have on your business.  For additional guidance, please see the Division
of Corporation Finance's Sample Letter to Companies Regarding Disclosures Pertaining to
Russia’s Invasion of Ukraine and Related Supply Chain Issues, issued by the Staff in May
2022.
Increases in the cost or reduction in supply..., page 86
23.Revise to clarify whether the tariffs and other regulatory measures you discuss have had
or are expected to have a material impact on Sunenergy's operations and financial
condition.
On April 3, 2023 and April 12, 2023, Barclays and Citi..., page 118
24.Please revise your disclosure to highlight for investors that the underwriter’s withdrawal
indicates that it does not want to be associated with the disclosure or underlying business
analysis related to the transaction.  In addition, revise your disclosure to caution investors
that they should not place any reliance on the fact that the underwriter's were previously
involved with the transaction.
The Business Combination Agreement
Background of the Business Combination
Negotiations with Sunergy, page 139
25.Please revise your disclosure in this section to explain how ESGEN representatives
determined the initial $500 million enterprise value proposed to Sunenergy.
26.We note your disclosure that Sunergy and ESGEN agreed to set the enterprise value
at $525 million and the consideration payable to Sunergy equityholders was to be valued
at $410 million.  Please revise to disclose all material factors that the ESGEN Board relied
upon in agreeing to the valuation, including any material analysis performed in connection
with the valuation.  Explain the quantitative factors regarding why the enterprise value
increased and the consideration payable to Sunergy equityholders was decreased from
what was initially discussed.

 FirstName LastNameAndrea Bernatova
 Comapany NameESGEN Acquisition Corp
 October 13, 2023 Page 6
 FirstName LastName
Andrea Bernatova
ESGEN Acquisition Corp
October 13, 2023
Page 6
The ESGEN Board's Reasons for Approval of the Business Combination, page 152
27.Please expand to describe the financial analyses mentioned in the second bullet on page
153 and the "materials provided by Sunenergy."
Interests of ESGEN Directors and Officers and the Sponsor in the Business Combination, page
190
28.Please quantify the aggregate dollar amount and describe the nature of what the sponsor
and its affiliates have at risk that depends on completion of a business combination.
Include the current value of securities held, loans extended, fees due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting reimbursement.  Provide
similar disclosure for the company’s officers and directors, if material.
29.Please revise the conflicts of interest discussion so that it highlights all material interests
in the transaction held by the sponsor and the company’s officers and directors.  This
could include fiduciary or contractual obligations to other entities as well as any interest
in, or affiliation with, the target company.  In addition, please clarify how the board
considered those conflicts in negotiating and recommending the business combination.
30.Please expand your disclosure regarding the sponsor’s ownership interest in the target
company.  Disclose the approximate dollar value of the interest based on the transaction
value and recent trading prices as compared to the price paid.
Accounting for the Business Combination, page 240
31.We note in multiple locations throughout your document that you characterize the merger
between ESGEN Acquisition Corporation and Sunergy Renewables, LLC as a transaction
between entities under common control.   It is unclear how you have reached this
conclusion, as it appears Sunergy does not control ESGEN prior to the consummation of
the transaction, nor were the two companies under common ownership or control.  Tell us
why the transaction is not a reverse recapitalization, whereby ESGEN should be treated as
the “acquired” company for financial reporting purposes.  Accordingly, for accounting
purposes, the Business Combination would be treated as the equivalent of Sunergy issuing
stock for the net assets of ESGEN, accompanied by a recapitalization.  Please modify your
transaction accounting disclosures throughout the document accordingly, or otherwise
describe to us  in detail the relationship between Sunergy and ESGEN prior to