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CORRESP
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CORRESP

 ESGEN Acquisition Corporation

5956 Sherry Lane, Suite 1400

Dallas, Texas 75225

November 3, 2023

 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 Corp.

 
 Registration Statement on Form S-4

 
 Filed September 18, 2023

 
 File No. 333-274551

Ladies and Gentlemen:

 This letter sets forth
the responses of ESGEN Acquisition Corporation, a blank check company incorporated as a Cayman Islands exempted company with limited liability (the “Company”), to the comments of the Staff (the “Staff”) of the U.S. Securities and
Exchange Commission (the “Commission”) set forth in your letter, dated October 13, 2023, with respect to the Company’s Registration Statement on Form S-4, initially filed with the
Commission on September 18, 2023 (the “Registration Statement”).

 We have revised the Registration Statement in response to
the Staff’s comments and, concurrently with delivery of this letter, filed with the Commission a revised Registration Statement (“Amendment No. 1”). Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed thereto in Amendment No. 1. For your convenience, each of the Staff’s comments is reprinted in bold, italicized text below, followed by the Company’s responses thereto.

Registration Statement on Form S-4

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.

Response:

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 18, 19, 103 and 108 of Amendment
No. 1.

2.
 Please disclose the sponsor and its affiliates’ total potential ownership interest in the combined
company, assuming exercise and conversion of all securities.

 Response:

The Company acknowledges the Staff’s comment and has revised the disclosure on page 324 of Amendment No. 1.

3.
 We note that certain shareholders agreed to waive their redemption rights. Please describe any
consideration provided in exchange for this agreement.

 Response:

The Company acknowledges the Staff’s comment and has revised the disclosure on page 28, 48, 118, 198, 268 and 278 of
Amendment No. 1.

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.

Response:

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 20 and 21 of Amendment No. 1.

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.

 Response:

 The Company acknowledges the Staff’s comment and has revised the disclosure on page 103 of Amendment No. 1.

6.
 We note that you have potential arrangements to sell additional securities to raise funds 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.

 Response:

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 131 and 132 of Amendment No. 1.

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.

Response:

The Company acknowledges the Staff’s comment and has revised its disclosure on pages 15, 16, 52, 53 and 152 of Amendment
No. 1.

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.

 Response:

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 15, 16, 53 and 152 of Amendment
No. 1.

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.

Response:

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 15, 16, 52, 53, 123 and 152 of
Amendment No. 1.

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.

 Response:

The Company acknowledges the Staff’s comment and has revised its disclosure on pages 15, 16, 52, 53, 123 and 152 of
Amendment No. 1.

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.

Response:

In response to the Staff’s comment, the Company has provided under separate cover (i) the resignation letter from
Barclays to ESGEN, (ii) the deferred discount waiver letter from Barclays to ESGEN and (iii) the deferred discount waiver letter from Citi to ESGEN. The Company also respectfully advises that Sunergy’s communications with Piper were
verbal in nature and Sunergy did not have any written correspondence with Piper regarding Piper’s withdrawal from its role as financial advisor to Sunergy with respect to the Business Combination on April 19, 2023.

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.

 Response:

The Company respectfully informs the Staff that the Company requested a letter from Barclays and Citi stating whether they
agree with the statements made in the Registration Statement related to their resignation and/or deferred discount waiver and, if not, stating the respects in which they do not agree, and has not received a response. As requested by the Staff, we
have revised the disclosure on pages 15, 16, 52, 53 and 152 of Amendment No. 1 disclosing that neither Barclays nor Citi has expressed agreement or disagreement with the risks or conclusions stated in the Registration Statement that are
associated with their roles. Accordingly, no inference should be drawn that Barclays or Citi agrees with the disclosure regarding its resignation and/or deferred discount waiver or any other portion of the Registration Statement. Further, in
response to the Staff’s comment, the Company undertakes that it will not speculate in Amendment No. 1 or make any public statements about the reasons why Barclays and Citi resigned and/or waived their respective deferred discount fee after
doing substantially all of the work to earn their respective fees.

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.

Response:

The Company acknowledges the Staff’s comment and has revised the disclosure on page 144 of Amendment No. 1 to clarify
that, though Cohen was engaged as a financial advisor for the Business Combination, such engagement did not include the delivery of a 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.

Response:

The Company acknowledges the Staff’s comment and respectfully advises the Staff that no Sunergy financial projections were
provided to, reviewed by, or considered by the Company’s Board, and nor were any such projections utilized by Houlihan in the preparation of their fairness opinion.

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.

 Response:

The Company acknowledges the Staff’s comment and has revised the disclosure on the cover page and on pages 25, 113, 114,
115, 179, 180 and 182 of Amendment No. 1.

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.

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.

 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.

 Response:

The Company acknowledges the Staff’s comment and has revised the disclosure on the cover page of Amendment No. 1.

 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.

 Response:

The Company informs the Staff that no repurchases, if any, will be made by a “covered person” (as defined in Rule 14e-5) prior to the redemption deadline at a price in excess of the applicable redemption price. The Company believes that this interpretation of Rule 14e-5 is consistent with
the investor protection purposes of Rule 14e-5 in the context of SPAC redemptions. It is the Company’s belief that limiting the scope of Rule 14e-5 to purchases or
arrangements to purchase (as defined therein) made at a price in excess of the redemption price is consistent with the investor protection purposes of Rule 14e-5 in the context of SPAC redemptions.

Notwithstanding the prior statement, the Company affirms that the Initial Shareholders, Sunergy, and/or its affiliates have no
current intention to purchase shares and/or warrants from investors or enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Business Combination
Proposal.

 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.

Response:

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 70, 71, 72 and 76 of Amendment
No. 1.

 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.

Re