Correspondence 0001193125-22-308319 from Zeo Energy Corp. (ZEO)
Zeo Energy Corp.
Date: Dec. 19, 2022 · CIK: 0001865506 · Accession: 0001193125-22-308319
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-40927
Referenced dates: December 16, 2022
Letter
ESGEN Acquisition Corporation
5956 Sherry Lane, Suite 1400
Dallas, Texas 75225
December 19, 2022
VIA EDGAR
Attention:
Frank Knapp, Staff Accountant
Robert Telewicz, Accounting Branch Chief
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, NE
Washington, D.C. 20549
Re: ESGEN Acquisition Corporation
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed April 1, 2022
File No. 001-40927
Ladies and Gentlemen:
This letter sets forth the response of ESGEN Acquisition Corporation (the “Company” or “we” or “our”) to the comment of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission set forth in its letter dated December 16, 2022, with respect to the above referenced Form 10-K.
For the Staff’s convenience, the Company’s response is prefaced by the exact text of the Staff’s comment.
Form 10-K for the Fiscal Year Ended December 31,
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 company, and the warrants, which would expire worthless. Please include an example of your intended disclosure in your response.
RESPONSE:
We respectfully acknowledge the Staff’s comment and confirm that our sponsor itself is not, nor is it “controlled” for CFIUS purposes by or has substantial ties with, a non-U.S. person.
***
Please contact Julian Seiguer, P.C. of Kirkland & Ellis LLP at (713) 836-3334 with any questions or further comments regarding the Company’s response to the Staff’s comment.
Sincerely,
ESGEN ACQUISITION CORPORATION
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CORRESP 1 filename1.htm CORRESP ESGEN Acquisition Corporation 5956 Sherry Lane, Suite 1400 Dallas, Texas 75225 December 19, 2022 VIA EDGAR Attention: Frank Knapp, Staff Accountant Robert Telewicz, Accounting Branch Chief United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549 Re: ESGEN Acquisition Corporation Form 10-K for the Fiscal Year Ended December 31, 2021 Filed April 1, 2022 File No. 001-40927 Ladies and Gentlemen: This letter sets forth the response of ESGEN Acquisition Corporation (the “Company” or “we” or “our”) to the comment of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission set forth in its letter dated December 16, 2022, with respect to the above referenced Form 10-K. For the Staff’s convenience, the Company’s response is prefaced by the exact text of the Staff’s comment. 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 company, and the warrants, which would expire worthless. Please include an example of your intended disclosure in your response. RESPONSE: We respectfully acknowledge the Staff’s comment and confirm that our sponsor itself is not, nor is it “controlled” for CFIUS purposes by or has substantial ties with, a non-U.S. person. *** 2 Please contact Julian Seiguer, P.C. of Kirkland & Ellis LLP at (713) 836-3334 with any questions or further comments regarding the Company’s response to the Staff’s comment. Sincerely, ESGEN ACQUISITION CORPORATION By: /s/ Nader Daylami Name: Nader Daylami Title: Chief Financial Officer 3