SecProbe.io

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 Zeo Energy Corp.

 7625 Little Rd, Suite 200A

 New Port Richey, FL 34654

 VIA EDGAR

 July 9, 2025

 U.S. Securities & Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Pearlyne Paulemon

 Re: Zeo Energy Corp.
Registration Statement on Form S-4 (File No. 333-288489) (the "Registration Statement")

 Dear Ms. Paulemon:

 Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, the undersigned registrant, Zeo Energy Corp., hereby requests acceleration of effectiveness
of the above referenced Registration Statement so that it will become effective at 4:00 p.m. Eastern Standard Time on Friday, July 11,
2025, or as soon as thereafter practicable.

 Very Truly Yours,

 ZEO ENERGY CORP.

 By:
 /s/ Timothy Bridgewater

 Name:
 Timothy Bridgewater

 Title:
 Chief Executive Officer

 cc: Ellenoff
Grossman & Schole LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 9, 2025

Timothy Bridgewater
Chief Executive Officer
Zeo Energy Corp.
7625 Little Rd, Suite 200A
New Port Richey, FL 34654

 Re: Zeo Energy Corp.
 Registration Statement on Form S-4
 Filed July 2, 2025
 File No. 333-288489
Dear Timothy Bridgewater:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Pearlyne Paulemon at 202-551-8714 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Stuart Neuhauser
</TEXT>
</DOCUMENT>

December 3, 2024
Timothy Bridgewater
Chief Executive Officer
Zeo Energy Corp.
7625 Little Rd, Suite 200A
New Port Richey Florida 34654
Re:Zeo Energy Corp.
Form 8-K
Filed November 14, 2024
File No. 001-40927
Dear Timothy Bridgewater:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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Zeo Energy Corp.

7625 Little Rd, Suite 200A

New Port Richey, FL 34654

November 27, 2024

VIA EDGAR

    Attention:
    Andri Carpenter

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

    Re:
    Zeo Energy Corp.

    Form 8-K

    Filed November 14, 2024

    File No. 001-40927

Dear Andri Carpenter:

This letter sets forth the
response of Zeo Energy Corp., a Delaware corporation (the “Company”), to the comment of the Staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) set forth in your letter, dated November 25, 2024, with
respect to the Company’s Current Report on Form 8-K, filed with the Commission on November 14, 2024 (the “8-K”).

In this letter, we have recited
the comment from the Staff in bold type and have followed it with the Company’s response.

Form 8-K filed on November 14, 2024

Item 4.02 Non-Reliance on Previously Issued Financial Statements
or a Related Audit Report

or Completed Interim Review, page 1

    You disclosed that your company’s audited financial statements, Management’s Discussion and Analysis of Financial Condition and Results of Operation and unaudited pro forma combined financial information for the fiscal years ended December 31, 2023 and 2022 included in the company’s Form 8-K, as filed with SEC on March 20, 2024, as amended on March 25, 2024 and August 19, 2024, (ii) your company’s unaudited interim financial statements for three months ended March 31, 2024 included in the Quarterly Report on Form 10-Q/A, as filed with the SEC on August 19, 2024, (iii) your company’s unaudited interim financial statements for three and six months ended June 30, 2024 included in the Quarterly Report on Form 10-Q, as filed with the SEC on August 19, 2024 (iv) the financial statements noted in items (i) through (iii) above included in the company’s Registration Statement on Form S-1, as amended, which was declared effective by the SEC on October 1, 2024, should no longer be relied upon. You also stated that your company’s management have discussed with Grant Thornton LLP, the company’s independent registered public accounting firm. Please file an amendment to this report to include a letter from your independent registered public accountant as Exhibit 7 under 4.02(c) of Form 8-K. Refer to Item 601(b)(7) of Regulation S-K.

Response:

We
acknowledge the Staff’s comment, and respectfully note that the Company filed the 8-K pursuant to Item 4.02(a) of Form 8-K. As
noted in the first sentence of the 8-K, the Company’s Audit Committee, after discussions with management, alone concluded that a
restatement of the Company’s previously filed financial statements was needed. As noted in the 8-K, the Company’s management
did discuss the finding with Grant Thornton LLP (“GT”), the company’s independent registered public accountant, but
no notice or advisement under Item 4.02(b) of Form 8-K was received from GT, and the Company has confirmed GT’s agreement
that the determination was made pursuant to Item 4.02(a) of Form 8-K. In light of the foregoing, the Company could not have reasonably
concluded that it was (and does not believe that it is) required to file the 8-K under Item 4.02(b) of Form 8-K.

Should you have any questions
relating to any of the foregoing, please contact our counsel, Adam Berkaw, Esq. by telephone at (212) 370-1300.

    Sincerely,

    Zeo Energy Corp.

    /s/ Timothy Bridgewater

    Name:
    Timothy Bridgewater

    Title:
    Chief Executive Officer

November 25, 2024
Timothy Bridgewater
Chief Executive Officer
Zeo Energy Corp.
7625 Little Rd, Suite 200A
New Port Richey Florida 34654
Re:Zeo Energy Corp.
Form 8-K
Filed November 14, 2024
File No. 001-40927
Dear Timothy Bridgewater:
            We have reviewed your filing and have the following comment.
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 8-K filed on November 14, 2024
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report
or Completed Interim Review, page 1
You disclosed that your company’s audited financial statements, Management’s
Discussion and Analysis of Financial Condition and Results of Operation and
unaudited pro forma combined financial information for the fiscal years ended
December 31, 2023 and 2022 included in the company’s Form 8-K, as filed with SEC
on March 20, 2024, as amended on March 25, 2024 and August 19, 2024, (ii) your
company’s unaudited interim financial statements for three months ended March 31,
2024 included in the Quarterly Report on Form 10-Q/A, as filed with the SEC on
August 19, 2024, (iii) your company’s unaudited interim financial statements for three
and six months ended June 30, 2024 included in the Quarterly Report on Form 10-Q,
as filed with the SEC on August 19, 2024 (iv) the financial statements noted in items
(i) through (iii) above included in the company’s Registration Statement on Form S-1,
as amended, which was declared effective by the SEC on October 1, 2024, should no
longer be relied upon. You also stated that your company’s management have
discussed with Grant Thornton LLP, the company’s independent registered public 1.

November 25, 2024
Page 2
accounting firm. Please file an amendment to this report to include a letter from your
independent registered public accountant as Exhibit 7 under 4.02(c) of Form 8-K.
Refer to Item 601(b)(7) of Regulation S-K.
            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.
            Please contact Andri Carpenter at 202-551-3645 if you have questions regarding
comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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Zeo Energy Corp.

7625 Little Rd, Suite 200A

New Port Richey, FL 34654

May 29, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Zeo Energy Corp.

Registration Statement on Form F-1

Filed April 17, 2024, as amended

File No. 333-278769

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Zeo Energy Corp. hereby requests acceleration of effectiveness of the above referenced Registration
Statement so that it will become effective at 4:30 p.m. Eastern Time on Friday, May 31, 2024, or as soon as thereafter practicable.

    Very truly yours,

    Zeo Energy Corp.

    By:
    /s/ Timothy Bridgewater

    Name:
     Timothy Bridgewater

    Title:
    Chief Executive Officer

 cc: Ellenoff
Grossman & Schole LLP

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Zeo Energy Corp.

7625 Little Rd, Suite 200A

New Port Richey, FL 34654

May 23, 2024

VIA EDGAR

    Attention:
    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:
    Zeo Energy Corp.

    Registration Statement on Form S-1

    Filed April 17, 2024

    File No. 333-278769

Dear Messrs. Fullem and Kruczek:

This letter sets forth the
responses of Zeo Energy Corp., a Delaware corporation (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 May 8, 2024, with respect
to the Company’s Registration Statement on Form S-1, initially filed with the Commission on April 17, 2024 (the “Registration
Statement”).

We have revised the Registration
Statement in response to the Staff’s comments and, concurrently with the 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-1

Cover Page

    1.
    We note that you are registering 500,000 shares of your common stock issued to Sun Managers, LLC. Disclose the price that the selling securityholders paid for such shares of common stock.

Response:

The Company acknowledges the Staff’s
comment and has revised the disclosure on the cover page and throughout Amendment No. 1 to reflect that Sun Managers, LLC received the
500,000 shares at an equity consideration value of $10.00 per share.

    2.
    In light of the significant number of redemptions and the unlikelihood that the company will receive significant proceeds from exercises of the warrants because of the disparity between the exercise price of the warrants and the current trading price of the Class A common stock, expand your discussion of capital resources to address any changes in the company’s liquidity position since the business combination. If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s ability to raise additional capital.

Response:

The Company acknowledges the Staff’s
comment and has revised the disclosure on page 86 of Amendment No. 1 to address any changes in the Company’s liquidity position
since the business combination, and the effect of this offering on the company’s ability to raise additional capital.

We respectfully request the Staff’s assistance
in completing the review of Amendment No. 1 as soon as possible. Should you have any questions relating to any of the foregoing, please
contact our counsel, Adam Berkaw, Esq. by telephone at (212) 370-1300.

    Sincerely,

    Zeo Energy Corp.

    /s/ Timothy Bridgewater

    Name:
    Timothy Bridgewater

    Title:

    Chief Executive Officer and

    Chief Financial Officer

United States securities and exchange commission logo
May 8, 2024
Timothy Bridgewater
Chief Executive Officer
Zeo Energy Corp.
7625 Little Rd, Suite 200A
New Port Richey, FL 34654
Re:Zeo Energy Corp.
Registration Statement on Form S-1
Filed April 17, 2024
File No. 333-278769
Dear Timothy Bridgewater:
            We have conducted a limited review of 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-1 filed April 17, 2024
Cover Page
1.We note that you are registering 500,000 shares of your common stock issued to Sun
Managers, LLC. Disclose the price that the selling securityholders paid for such shares of
common stock.

 FirstName LastNameTimothy Bridgewater
 Comapany NameZeo Energy Corp.
 May 8, 2024 Page 2
 FirstName LastName
Timothy Bridgewater
Zeo Energy Corp.
May 8, 2024
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
76
2.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the Class A
common stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination. If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Patrick Fullem at 202-551-8337 or Geoffrey Kruczek at 202-551-3641
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Adam Berkaw, Esq.

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 ESGEN Acquisition Corporation

5956 Sherry Lane, Suite 1400

Dallas, Texas 75225

February 9, 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 Corporation

Registration Statement on Form S-4, as amended

File No. 333-274551

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, ESGEN Acquisition Corporation (the “Company”) hereby requests acceleration of the effective date of the above referenced Registration Statement to 4:00 p.m., Eastern Time, on
February 13, 2024, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP, request by telephone that such Registration Statement be declared effective.

The Company hereby authorizes Ieuan List of Kirkland & Ellis LLP to orally modify or withdraw this request for acceleration.

Please contact Julian J. Seiguer or Ieuan A. List, each of Kirkland & Ellis LLP, special counsel to the Company, at (713) 836-3334 or (512) 355-4375, respectively, as soon as the registration statement has been declared effective, or if you have any other questions or concerns regarding this
matter.

Sincerely,

ESGEN ACQUISITION CORPORATION

 /s/ Nader Daylami

Name:

Nader Daylami

Title:

Chief Financial Officer

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 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)

United States securities and exchange commission logo
February 2, 2024
Andrea Bernatova
Chief Executive Officer
ESGEN Acquisition Corporation
5956 Sherry Lane, Suite 1400
Dallas, TX 75225
Re:ESGEN Acquisition Corporation
Amendment No. 2 to Registration Statement on Form S-4
Filed January 25, 2024
File No. 333-274551
Dear Andrea Bernatova:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our November 21, 2023 letter.
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 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.

 FirstName LastNameAndrea Bernatova
 Comapany NameESGEN Acquisition Corporation
 February 2, 2024 Page 2
 FirstName LastName
Andrea Bernatova
ESGEN Acquisition Corporation
February 2, 2024
Page 2
Certain Unaudited Forecasted Financial Information of Sunergy, page 157
2.Please expand your discussion of the material assumptions underlying the projections,
quantifying where applicable. Also revise to discuss how your board considered them.
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.
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.
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)(iii) of Regulation S-K.
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.

 FirstName LastNameAndrea Bernatova
 Comapany NameESGEN Acquisition Corporation
 February 2, 2024 Page 3
 FirstName LastName
Andrea Bernatova
ESGEN Acquisition Corporation
February 2, 2024
Page 3
            Please contact Kevin Stertzel at 202-551-3723 or Martin James at 202-551-3671 if you
have questions regarding comments on the financial statements and related matters. Please
contact Patrick Fullem at 202-551-8337 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Julian Seiguer, P.C.

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 ESGEN Acquisition Corporation

5956 Sherry Lane, Suite 1400

Dallas, Texas 75225

January 25, 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. 1 to Registration Statement on Form S-4

 Filed November 6, 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 November 21, 2023, with respect to the Company’s Amendment No. 1 to the Registration Statement on Form S-4, as
filed with the Commission on November 6, 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. 2”). Capitalized terms used but not otherwise defined herein shall
have the meanings ascribed thereto in Amendment No. 2. 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. 1 to Registration Statement on Form S-4 filed November 6, 2023

General

1.
 We note your revised disclosure in response to comment 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 at each of the redemption levels detailed in your sensitivity analysis, include
50% of maximum redemptions.

 Response:

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 21, 22 and 23 of Amendment
No. 2.

2.
 We note your response to comment 16 and reissue the comment in part. Please 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 and include the disclosure requested by prior comment 16.

 Response:

The Company acknowledges the Staff’s comment and respectfully informs the Staff that it does not believe that it is
“controlled” for CFIUS purposes by any non-U.S. person. One of our directors, Ms. Bernatova, who is also our Chief Executive Officer, is a citizen of the Czech Republic and as such, the Company
could be said to have substantial ties with a non-U.S. person. Per the Staff’s request, the Company has added the requested risk factor disclosure on pages 127, 128 and 129. Other than as discussed
herein, no person or entity associated with or otherwise involved in the Business Combination is, is “controlled” for CFIUS purposes by, or has substantial ties with, a non-U.S. person.

The ESGEN Board’s Reasons for Approval of the Business Combination, page 159

3.
 We note your revisions in response to comment 27. Please expand to describe the financial analyses
mentioned in the penultimate bullet on page 160, as requested by that comment.

 Response:

 The Company acknowledges the Staff’s comment and has revised the disclosure on page 169 of Amendment
No. 2.

 Interests of ESGEN Directors and Officers and the Sponsor in the Business Combination, page 198

4.
 We note your response to comment 29 and reissue in part. Please clarify how the board considered
the conflicts in negotiating and recommending the business combination.

 Response:

The Company acknowledges the Staff’s comment and has revised the disclosure on page 211 of Amendment No. 2.

Accounting for the Business Combination, page 249

5.
 We note the revisions made in response to comment 31 regarding your accounting for the business
combination and acknowledge your final conclusion on page 250 that in essence, the Business Combination will be treated as a reverse recapitalization with ESGEN being treated as the acquired company…,
and that the financial statements of the combined entity will represent a continuation of the financial statements of Sunergy with the business combination treated as the equivalent of Sunergy issuing stock for the net assets of ESGEN, accompanied
by a recapitalization. However, it is unclear to us why you have provided a detailed discussion of the accounting treatment regarding New PubCo and Sunergy, given that the transaction subject to accounting consideration for the business combination
is between ESGEN Acquisition Corp and Sunergy Renewables LLC and that it appears from the proposed pro forma ownership structure that the continuing operations will be controlled by Sunergy. Please further revise your disclosure throughout the
filing, including the disclosures on page 52, to focus the discussion on the accounting treatment of the transaction between ESGEN Acquisition Corp and Sunergy Renewables LLC. Otherwise, please advise us.

Response:

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 54, 260, 261, 271, 272, 314 and 315
of Amendment No. 2.

 We respectfully request the Staff’s assistance in completing the review of Amendment
No. 2 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)

United States securities and exchange commission logo
November 21, 2023
Andrea Bernatova
Chief Executive Officer
ESGEN Acquisition Corporation
5956 Sherry Lane, Suite 1400
Dallas, TX 75225
Re:ESGEN Acquisition Corporation
Amendment No. 1 to Registration Statement on Form S-4
Filed November 6, 2023
File No. 333-274551
Dear Andrea Bernatova:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our October 13, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-4 filed November 6, 2023
General
1.We note your revised disclosure in response to comment 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 at
each of the redemption levels detailed in your sensitivity analysis, include 50% of
maximum redemptions.
2.We note your response to comment 16 and reissue the comment in part. Please 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 and include the disclosure requested by prior comment 16.

 FirstName LastNameAndrea Bernatova
 Comapany NameESGEN Acquisition Corporation
 November 21, 2023 Page 2
 FirstName LastName
Andrea Bernatova
ESGEN Acquisition Corporation
November 21, 2023
Page 2
The ESGEN Board's Reasons for Approval of the Business Combination, page 159
3.We note your revisions in response to comment 27. Please expand to describe the
financial analyses mentioned in the penultimate bullet on page 160, as requested by that
comment.
Interests of ESGEN Directors and Officers and the Sponsor in the Business Combination, page
198
4.We note your response to comment 29 and reissue in part. Please clarify how the board
considered the conflicts in negotiating and recommending the business combination.
Accounting for the Business Combination, page 249
5.We note the revisions made in response to comment 31 regarding your accounting for the
business combination and acknowledge your final conclusion on page 250 that in essence,
the Business Combination will be treated as a reverse recapitalization with ESGEN being
treated as the acquired company..., and that the financial statements of the combined entity
will represent a continuation of the financial statements of Sunergy with the business
combination treated as the equivalent of Sunergy issuing stock for the net assets of
ESGEN, accompanied by a recapitalization. However, it is unclear to us why you have
provided a detailed discussion of the accounting treatment regarding New PubCo and
Sunergy, given that the transaction subject to accounting consideration for the business
combination is between ESGEN Acquisition Corp and Sunergy Renewables LLC and that
it appears from the proposed pro forma ownership structure that the continuing operations
will be controlled by Sunergy. Please further revise your disclosure throughout the filing,
including the disclosures on page 52, to focus the discussion on the accounting treatment
of the transaction between ESGEN Acquisition Corp and Sunergy Renewables
LLC. Otherwise, please advise us.

 FirstName LastNameAndrea Bernatova
 Comapany NameESGEN Acquisition Corporation
 November 21, 2023 Page 3
 FirstName LastName
Andrea Bernatova
ESGEN Acquisition Corporation
November 21, 2023
Page 3
            Please contact Kevin Stertzel at 202-551-3723 or Martin James at 202-551-3671 if you
have questions regarding comments on the financial statements and related matters. Please
contact Patrick Fullem at 202-551-8337 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Julian Seiguer, P.C.

CORRESP
1
filename1.htm

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

United States securities and exchange commission logo
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

United States securities and exchange commission logo
September 27, 2023
Andrea Bernatova
Chief Executive Officer
ESGEN Acquisition Corporation
5956 Sherry Lane, Suite 1400
Dallas, TX 75225
Re:ESGEN Acquisition Corp
Preliminary Proxy Statement on Schedule 14A
Filed September 12, 2023
File No. 001-40927
Dear Andrea Bernatova:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Julian J. Seiguer, Esq.

745 Seventh Avenue
 New York, NY 10019
 United States

29225864V2 April 3, 2023
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
To Whom it May Concern:
Barclays Capital Inc. (“Barclays”) was informed that ESGEN Acquisition Corporation (the “C ompany”) intends to pursue
a business combination with SU NERGY RENEWABLES, LLC or on e of its affiliate(s) (the “Target”) (the “Business
Combination”).  Barclays has not been engaged by the Company, the sponsor or the Target regarding the Business
Combination.  However, because Barclays served as one of the Company’s underwrite rs on its initial public offering (the
“IPO”), Barclays will be entitled to its portion of th e back-end fee if the Business Combination is consummated.

Citigroup Global Markets Inc. and Barclays Capital Inc., in each case, as representatives of the several underwriters,
previously entered into an underwriting  agreement, dated October 19, 2021 (the “Underwriting Agreement”) related to the
Company’s IPO that entitles Barclays to a portion of the De ferred Discount (as defined in the Underwriting Agreement).
Barclays informed the Company that it ha s waived any rights it has to the Deferre d Discount solely as it relates to the
Business Combination.
A registration statement for the Business Combination has not filed or confidentia lly submitted with the Securities and
Exchange Commission and, therefore, has not yet been declared effective as of the date of this letter.
This letter is to advise you that, effective as of April 3, 2023, Barclays (i) waived any De ferred Discount solely with
respect to the Business Combination and (ii) has resigned fr om, or ceased or refused to  act in, every capacity and
relationship in which we may be describe d in any registration statement with resp ect to the Business Combination as acting
or agreeing to act (including, without limit ation, any capacity or relationship (A) required to be described under Paragraph
(5) of Schedule A (15 U.S.C. 77aa) or (B) for which consent is  required under Section 7 of the Securities Act of 1933, as
amended (the “Securities Act”)) with respect to the Business Combination.
Therefore, we hereby advise you and the Company, that pursuan t to Section 11(b)(1) of the Se curities Act, that none of
our firm, any person who contro ls it (within the meaning of either Section 15 of the Securities Act or Section 20 of the
Securities Exchange Act of 1934, as ame nded) or any of its affiliat es (within the meaning of Rule 405 under the Securities
Act) will be responsible for any part of th e registration statement with respect to the Business Combination. This notice is
not intended to constitute an acknowledg ment or admission that we have been or  are an underwriter (within the meaning
of Section 2(a)(11) of the Securities Act or the rules and re gulations promulgated thereunder) with respect to the Business
Combination.

 Sincerely,
 BARCLAYS CAPITAL INC.

 By:  _____________________
 Name:
 Title: Managing Director BARClAYS

BARCIAYS
January 31, 2023
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
To Whom it May Concern: 745 Seventh Avenue
New York, NY 10019
United States
Barclays Capital Inc. ("Barclays") was informed that ESGEN Acquisition Corporation (the "Company") intends to pursue
a business combination with BIGREP GMBH or one of its affiliate(s) (the "Target") (the "Business Combination"). Barclays
has not been engaged by the Company, the sponsor or the Target regarding the Business Combination. However, because
Barclays served as one of the Company's underwriters on its initial public offering (the "IPO"), Barclays will be entitled to its
portion of the back-end fee if the Business Combination is consummated.
Citigroup Global Markets Inc. and Barclays Capital Inc., in each case, as representatives of the several underwriters,
previously entered into an underwriting agreement, dated October 19, 2021 (the "Underwriting Agreement") related to the
Company's IPO that entitles Barclays to a portion of the Deferred Discount (as defined in the Underwriting Agreement).
Barclays informed the Company that it has waived any rights it has to the Deferred Discount solely as it relates to the
Business Combination.
A registration statement for the Business Combination has not filed or confidentially submitted with the Securities and
Exchange Commission and, therefore, has not yet been declared effective as of the date of this letter.
This letter is to advise you that, effective as of January 31, 2023, Barclays (i) waived any Deferred Discount solely with
respect to the Business Combination and (ii) has resigned from, or ceased or refused to act in, every capacity and
relationship in which we may be described in any registration statement with respect to the Business Combination as acting
or agreeing to act (including, without limitation, any capacity or relationship (A) required to be described under Paragraph
(5) of Schedule A (15 U.S.C. 77aa) or (Bl for which consent is required under Section 7 of the Securities Act of 1933, as
amended (the "Securities Act")) with respect to the Business Combination.
Therefore, we hereby advise you and the Company, that pursuant to Section ll(b)(l) of the Securities Act, that none of
our firm, any person who controls it (within the meaning of either Section 15 of the Securities Act or Section 20 of the
Securities Exchange Act of 1934, as amended) or any of its affiliates (within the meaning of Rule 405 under the Securities
Act) will be responsible for any part of the registration statement with respect to the Business Combination. This notice is
not intended to constitute an acknowledgment or admission that we have been or are an underwriter (within the meaning
of Section 2(a)(ll) of the Securities Act or the rules and regulations promulgated thereunder) with respect to the Business
Combination .
Sincerely,
BARCLAYS CAPITAL INC.
By: _,-.,...........,......,__~~--­
Name:
Title: M
29225864V2

United States securities and exchange commission logo
December 23, 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 completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
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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

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.

CORRESP
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October 13, 2021

Via EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Todd Schiffman

 RE: ESGEN Acquisition Corporation

    Registration Statement on Form S-1

    File No. 333-259836

    Request for Acceleration

Ladies and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”),
the undersigned hereby joins in the request of ESGEN Acquisition Corporation that the effective date of the above-referenced Registration
Statement be accelerated so as to permit it to become effective at 4:30 p.m., Eastern time, on October 19, 2021, or as soon thereafter
as practicable.

Pursuant
to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that as of the date hereof, the undersigned
expects to distribute approximately 500 copies of the preliminary prospectus, dated September 27, 2021 to prospective underwriters
and dealers, institutional investors, retail investors and others.

The undersigned
advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

[Signature page follows]

    Very truly yours,

    CITIGROUP GLOBAL MARKETS INC.

    By:
     /s/ Ben Exner

    Name: Ben Exner

    Title: Director

    BARCLAYS CAPITAL INC.

    By:
    /s/ Victoria Hale

    Name: Victoria Hale

    Title: Authorized Signatory

As representatives of the several underwriters

cc: William B. Nelson, Partner, Shearman & Sterling
LLP

  Emily Leitch, Partner, Shearman & Sterling
LLP

[Signature Page to Acceleration Request
Letter]

CORRESP
1
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ESGEN Acquisition Corporation

5956 Sherry Lane, Suite 1400

Dallas, Texas 75225

October 13, 2021

Via EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Todd Schiffman

    Re:
    ESGEN Acquisition Corporation

    Registration Statement on Form S-1

    File No. 333-259836

    Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
ESGEN Acquisition Corporation (the “Company”) hereby requests acceleration of the effective date of the above referenced
Registration Statement to 4:30 p.m., Eastern Time, on October 19, 2021, or as soon thereafter as practicable, or at such other
time as the Company or its outside counsel, Kirkland & Ellis LLP, request by telephone that such Registration Statement be declared
effective.

Please contact Julian J. Seiguer, P.C., of Kirkland & Ellis
LLP, special counsel to the Company, at (713) 836-3334, as soon as the registration statement has been declared effective, or if you have
any other questions or concerns regarding this matter.

    Sincerely,

    /s/ Andrea Bernatova

    Andrea Bernatova

    Chief Executive Officer

United States securities and exchange commission logo
June 28, 2021
Andrejka Bernatova
Chief Executive Officer
ESGEN Acquisition Corp
5956 Sherry Lane
Suite 1400
Dallas, Texas 75225
Re:ESGEN Acquisition Corp
Draft Registration Statement on Form S-1
Submitted June 21, 2021
CIK No. 0001865506
Dear Mr. Bernatova:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement and nonpublic draft
submissions at least 15 days prior to any road show as that term is defined in Rule 433(h)(4) or,
in the absence of a road show, at least 15 days prior to the requested effective date of the
registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Todd Schiffman at 202-551-3491 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance