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