0000950170-24-032448.txt : 20240315 0000950170-24-032448.hdr.sgml : 20240315 20240315214518 ACCESSION NUMBER: 0000950170-24-032448 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240313 FILED AS OF DATE: 20240315 DATE AS OF CHANGE: 20240315 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ESGEN LLC CENTRAL INDEX KEY: 0001865514 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40927 FILM NUMBER: 24756783 BUSINESS ADDRESS: STREET 1: 5956 SHERRY LANE, SUITE 1400 CITY: DALLAS STATE: TX ZIP: 75225 BUSINESS PHONE: 214-987-6100 MAIL ADDRESS: STREET 1: 5956 SHERRY LANE, SUITE 1400 CITY: DALLAS STATE: TX ZIP: 75225 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Zeo Energy Corp. CENTRAL INDEX KEY: 0001865506 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 981601409 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5956 SHERRY LANE, SUITE 1400 CITY: DALLAS STATE: TX ZIP: 75225 BUSINESS PHONE: 214-987-6100 MAIL ADDRESS: STREET 1: 5956 SHERRY LANE, SUITE 1400 CITY: DALLAS STATE: TX ZIP: 75225 FORMER COMPANY: FORMER CONFORMED NAME: ESGEN Acquisition Corp DATE OF NAME CHANGE: 20210602 4 1 ownership.xml 4 X0508 4 2024-03-13 0001865506 Zeo Energy Corp. ZEO 0001865514 ESGEN LLC 5956 SHERRY LANE SUITE 1400 DALLAS TX 75225 false false true false false Class A Ordinary Shares 2024-03-13 4 J false 1583260 0 D 4035817 D Class A Common Stock 2024-03-13 4 J false 4035817 A 4035817 D Class A Common Stock 2024-03-13 4 J false 778381 0 D 3257436 D Pursuant to the Business Combination Agreement, dated April 19, 2023 (the "Business Combination Agreement"), as amended by the First Amendment thereto, dated January 24, 2024, by and among ESGEN Acquisition Corporation, a Cayman Islands exempted company ("ESGEN"), Sunergy Renewables, LLC, a Nevada limited liability company, ESGEN OpCo, LLC, a Delaware limited liability company and wholly owned subsidiary of ESGEN, the Sunergy equityholders set forth on the signature pages thereto, ESGEN LLC, a Delaware limited liability company (the "Sponsor"), for the limited purposes set forth therein, and Timothy Bridgewater, an individual, in his capacity as the Sellers Representative, the parties effected a business combination transaction ("Business Combination"), on March 13, 2024. (continued from footnote 1) In connection with the Business Combination, the Company domesticated as a Delaware corporation (the "Domestication") and changed its name to "Zeo Energy Corp." ("Zeo"). Prior to the Domestication and in connection with the Business Combination, the Sponsor forfeited and ESGEN cancelled 1,583,260 of Sponsor's Class A ordinary shares, par value $0.0001, of ESGEN ("ESGEN Class A Ordinary Shares"). In connection with the completion of the Business Combination and simultaneously with the Domestication, pursuant to the Business Combination Agreement, all of the Sponsor's 4,035,817 ESGEN Class A Ordinary Shares converted into shares of Class A common stock, par value $0.0001, of Zeo (the "Zeo Class A Common Stock") on a one-for-one basis for no additional consideration. In connection with the completion of the Business Combination and after the Domestication, the Sponsor forfeited 778,381 shares of Zeo Class A Common Stock that were held in treasury by Zeo. /s/ Andrejka Bernatova, as attorney-in-fact 2024-03-15