Correspondence 0001193125-24-025404 from Zeo Energy Corp. (ZEO)
Zeo Energy Corp.
Date: Feb. 6, 2024 · CIK: 0001865506 · Accession: 0001193125-24-025404
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-274551
Referenced dates: February 2, 2024, October 13, 2023
Letter
ESGEN Acquisition Corporation
5956 Sherry Lane, Suite 1400
Dallas, Texas 75225
February 6, 2024
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.
Amendment No. 2 to Registration Statement on Form S-4
Filed January 25, 2024
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 February 2, 2024, with respect to the Company’s Amendment No. 2 to the Registration Statement on Form S-4, as filed with the Commission on January 25, 2024 (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. 3”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in Amendment No. 3. For your convenience, each of the Staff’s comments is reprinted in bold, italicized text below, followed by the Company’s responses thereto.
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 revised 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
Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 156 and 157 of Amendment No. 3.
Certain Unaudited Forecasted Financial Information of Sunergy, page 157
2. Please expand you discussion of the material assumptions underlying the projections, quantifying where applicable. Also revise to discuss how your board considered them.
Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 159 and 160 of Amendment No. 3.
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.
Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 159 and 160 of Amendment No. 3.
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.
Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 106, 108, 135, 188 and 189 of Amendment No. 3.
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)(ii) of Regulation S-K.
Response:
The Company acknowledges the Staff’s comment and has filed the requested employment agreements as exhibits 10.12, 10.13, 10.14 and 10.15 to Amendment No. 3. Additionally, the Company has provided summaries of the material terms of such employment agreements on pages 330 and 331 of Amendment No. 3.
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.
Response:
The Company acknowledges the Staff’s comment and has filed a revised Exhibit 99.9 with Amendment No. 3.
We respectfully request the Staff’s assistance in completing the review of Amendment No. 3 as soon as possible. Should you have any questions relating to any of the foregoing, please contact Julian J. Seiguer or Ieuan A. List at (713) 836-3334 or (512) 355-4375, respectively.
Sincerely,
ESGEN ACQUISITION CORPORATION
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CORRESP 1 filename1.htm CORRESP ESGEN Acquisition Corporation 5956 Sherry Lane, Suite 1400 Dallas, Texas 75225 February 6, 2024 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. Amendment No. 2 to Registration Statement on Form S-4 Filed January 25, 2024 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 February 2, 2024, with respect to the Company’s Amendment No. 2 to the Registration Statement on Form S-4, as filed with the Commission on January 25, 2024 (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. 3”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in Amendment No. 3. For your convenience, each of the Staff’s comments is reprinted in bold, italicized text below, followed by the Company’s responses thereto. 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 revised 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 Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 156 and 157 of Amendment No. 3. Certain Unaudited Forecasted Financial Information of Sunergy, page 157 2. Please expand you discussion of the material assumptions underlying the projections, quantifying where applicable. Also revise to discuss how your board considered them. Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 159 and 160 of Amendment No. 3. 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. Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 159 and 160 of Amendment No. 3. 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. Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 106, 108, 135, 188 and 189 of Amendment No. 3. 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)(ii) of Regulation S-K. Response: The Company acknowledges the Staff’s comment and has filed the requested employment agreements as exhibits 10.12, 10.13, 10.14 and 10.15 to Amendment No. 3. Additionally, the Company has provided summaries of the material terms of such employment agreements on pages 330 and 331 of Amendment No. 3. 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. Response: The Company acknowledges the Staff’s comment and has filed a revised Exhibit 99.9 with Amendment No. 3. We respectfully request the Staff’s assistance in completing the review of Amendment No. 3 as soon as possible. Should you have any questions relating to any of the foregoing, please contact Julian J. Seiguer or Ieuan A. List at (713) 836-3334 or (512) 355-4375, respectively. Sincerely, ESGEN ACQUISITION CORPORATION /s/ Nader Daylami Name: Nader Daylami Title: Chief Financial Officer cc: Andrejka Bernatova (Chief Executive Officer, ESGEN Acquisition Corp.) Nader Daylami (Chief Financial Officer, ESGEN Acquisition Corp.) Julian J. Seiguer, P.C. (Kirkland & Ellis LLP) Ieuan A. List (Kirkland & Ellis LLP)