IPO and Trust Account - ESGEN Acquisition Corporation completed its initial public offering on October 22, 2021, raising $276 million from the sale of 27,600,000 units at $10.00 per unit [126]. - As of the closing of the initial public offering, $281,520,000 was deposited in a trust account, which will be invested in U.S. government securities or money market funds [127]. Business Combination - The company extended the deadline to complete its initial business combination from January 22, 2023, to April 22, 2023, with the possibility of up to six additional one-month extensions [129]. - ESGEN entered into a Business Combination Agreement on April 19, 2023, with ESGEN OpCo, LLC and Sunergy Renewables, LLC [130]. - The Business Combination is subject to customary closing conditions, including shareholder approval and the requirement for at least $20 million in transaction proceeds [136]. - Concurrently with the Business Combination Agreement, ESGEN secured an Initial PIPE Investment of $10 million from its sponsor for 1,000,000 shares at $10.00 per share [137]. - The Business Combination is expected to close in the fourth quarter of 2023, pending necessary approvals and fulfillment of closing conditions [138]. - The company has until August 22, 2023, to consummate a Business Combination, or it will face mandatory liquidation [150]. - The IPO underwriters waived their right to receive a deferred underwriting commission of 3.5% of the gross proceeds upon the completion of the initial Business Combination [152]. Financial Performance - For the three months ended June 30, 2023, the company reported a net loss of $1,411,072, which included operating costs of $1,822,712 and interest income of $365,224 from marketable securities [142]. - For the six months ended June 30, 2023, the company had a net loss of $2,857,183, with operating costs totaling $3,335,293 and interest income of $1,305,870 from marketable securities [144]. - The company had a net income of $1,494,631 for the three months ended June 30, 2022, compared to a net loss in the same period of 2023 [143]. - The company had a net income of $7,375,172 for the six months ended June 30, 2022, reflecting a significant decline in performance in 2023 [145]. Financial Position - As of June 30, 2023, the company had cash of $50,193 and total liabilities of $5,661,440, which included $4,664,539 in accounts payable and accrued expenses [146]. - The company issued an unsecured promissory note of up to $1,500,000 to the Sponsor on April 5, 2023, with approximately $515,862 outstanding as of June 30, 2023 [147]. - The company incurred $30,000 and $60,000 for office space and administrative services for the three and six months ended June 30, 2023, respectively [153]. Market Activities - The company has not generated any operating revenues since its inception and will not do so until the closing of its initial Business Combination [141]. - The company has not engaged in any hedging activities since inception and does not expect to do so regarding market risk exposure [166].

[PART 1 – FINANCIAL INFORMATION](index=4&type=section&id=PART%201%20%E2%80%93%20FINANCIAL%20INFORMATION) This section provides the unaudited financial statements, management's analysis, market risk disclosures, and internal controls for the period [Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20%28Unaudited%29) The unaudited financial statements for Q1 2023 show a net loss of $1.45 million, a significant asset reduction due to share redemptions, and a going concern warning [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) Total assets declined sharply to $31.0 million by March 31, 2023, from $286.2 million, primarily due to significant share redemptions Condensed Balance Sheet Comparison | Account | March 31, 2023 (USD) | December 31, 2022 (USD) | | :--- | :--- | :--- | | **Assets** | | | | Cash | $50,471 | $614,767 | | Marketable securities held in Trust Account | $30,919,043 | $285,506,568 | | **Total Assets** | **$31,006,539** | **$286,152,445** | | **Liabilities** | | | | Total current liabilities | $3,484,318 | $2,182,531 | | Warrant liabilities | $1,670,400 | $796,224 | | **Total Liabilities** | **$14,814,718** | **$12,638,755** | | Class A ordinary shares subject to possible redemption | $30,919,043 | $285,506,568 | | **Total shareholders' deficit** | **($14,727,222)** | **($11,992,878)** | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) The company reported a net loss of $1.45 million for Q1 2023, a significant decline from $5.88 million net income in Q1 2022, primarily due to warrant liability valuation changes Condensed Statements of Operations (Three Months Ended March 31) | Account | 2023 (USD) | 2022 (USD) | | :--- | :--- | :--- | | Loss from operations | ($1,512,581) | ($872,990) | | Interest income on marketable securities held in Trust Account | $940,646 | $18,171 | | Change in fair value of warrant liabilities | ($874,176) | $6,735,360 | | **Net (loss) income** | **($1,446,111)** | **$5,880,541** | | Basic and diluted net (loss) income per share, Class A | ($0.02) | $0.17 | [Condensed Statements of Changes in Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Ordinary%20Shares%20Subject%20to%20Possible%20Redemption%20and%20Shareholders%27%20Deficit) In Q1 2023, 24.7 million Class A ordinary shares were redeemed for $255.9 million, significantly reducing shares subject to redemption and increasing the accumulated deficit - In Q1 2023, **24,703,445 Class A ordinary shares** were redeemed, reducing the redemption value from **$285.5 million** to **$30.9 million**[17](index=17&type=chunk) [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Net cash provided by operating activities was $0.72 million, while investing activities provided $254.6 million and financing activities used $255.9 million, resulting in a net cash decrease of $0.56 million Condensed Statements of Cash Flows (Three Months Ended March 31, 2023) | Activity | Cash Flow (USD) | | :--- | :--- | | Net cash provided by operating activities | $723,937 | | Net cash provided by investing activities | $254,587,525 | | Net cash used in financing activities | ($255,875,758) | | **Net change in cash** | **($564,296)** | | **Cash, end of the period** | **$50,471** | [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) Notes detail the SPAC's business combination deadline, significant share redemptions, a going concern warning, the definitive agreement with Sunergy Renewables, and the waiver of IPO underwriting commissions - On January 18, 2023, shareholders approved an extension for the business combination deadline. In connection with the vote, holders of **24,703,445 Class A shares** exercised their redemption rights for an aggregate amount of approximately **$255.9 million**[36](index=36&type=chunk) - Management has determined that the mandatory liquidation deadline of **May 22, 2023** (unless extended) and insufficient operating funds raise substantial doubt about the Company's ability to continue as a going concern[46](index=46&type=chunk) - On April 19, 2023, the Company entered into a Business Combination Agreement with Sunergy Renewables, LLC. The transaction is expected to close in **Q4 2023**[101](index=101&type=chunk)[109](index=109&type=chunk) - In April 2023, the IPO underwriters waived their right to receive the deferred underwriting commission of **3.5%** of the gross proceeds of the Public Offering[79](index=79&type=chunk)[111](index=111&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section details the signed Business Combination Agreement with Sunergy Renewables, analyzes the Q1 2023 net loss, and highlights critical liquidity issues leading to a going concern warning - The company entered into a Business Combination Agreement with Sunergy Renewables, LLC on April 19, 2023, which is expected to close in the **fourth quarter of 2023**[121](index=121&type=chunk)[129](index=129&type=chunk) - The net loss for Q1 2023 was **$1,446,111**, compared to a net income of **$5,880,541** in Q1 2022. The variance is primarily due to the change in fair value of warrant liabilities[133](index=133&type=chunk)[134](index=134&type=chunk) - As of March 31, 2023, the company had only **$50,471** in cash. Management believes it will not have sufficient working capital to meet its needs, raising substantial doubt about its ability to continue as a going concern[135](index=135&type=chunk)[138](index=138&type=chunk)[139](index=139&type=chunk) - In April 2023, the IPO underwriters waived their right to receive deferred underwriting commissions upon the closing of the business combination[141](index=141&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, ESGEN is not required to provide detailed market risk disclosures and believes it has no material exposure to interest rate risk due to Trust Account investments - The company is a smaller reporting company and is not required to provide the information under this item[153](index=153&type=chunk) - Proceeds in the Trust Account are invested in short-term U.S. government securities, and the company believes there is no material exposure to interest rate risk[153](index=153&type=chunk) [Controls and Procedures](index=30&type=section&id=Item%204.%20Control%20and%20Procedures) Disclosure controls and procedures were deemed ineffective as of March 31, 2023, due to a material weakness in internal control over financial reporting, with a remediation plan underway - Disclosure controls and procedures were determined to be not effective as of **March 31, 2023**[155](index=155&type=chunk) - A material weakness exists due to a lack of sufficient personnel with appropriate accounting knowledge, specifically affecting controls over EPS calculation and cash flow classification for the Trust Account[156](index=156&type=chunk) - A remediation plan is in place to enhance processes and increase communication with accounting professionals to address the material weakness[157](index=157&type=chunk) [PART II – OTHER INFORMATION](index=30&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This section covers legal proceedings, updated risk factors, unregistered sales of equity, defaults on senior securities, mine safety disclosures, and exhibits [Legal Proceedings](index=30&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings - None[160](index=160&type=chunk) [Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors) Updated risk factors highlight the uncertainty of completing the proposed Business Combination with Sunergy and the significant transaction costs involved - There are no assurances that the approval of the Charter Amendment or the execution of the Business Combination Agreement will enable the company to complete its proposed Business Combination[162](index=162&type=chunk) - The company and its proposed target, Sunergy, will incur significant, non-recurring transaction and transition costs in connection with the proposed Business Combination[165](index=165&type=chunk)[166](index=166&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=32&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period - None[167](index=167&type=chunk) [Defaults Upon Senior Securities](index=32&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - None[167](index=167&type=chunk) [Mine Safety Disclosures](index=32&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[168](index=168&type=chunk) [Other Information](index=32&type=section&id=Item%205.%20Other%20Information) The company reported no other information - None[169](index=169&type=chunk) [Exhibits](index=33&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including the Amended and Restated Memorandum and Articles of Association, CEO and CFO certifications (Sections 302 and 906), and Inline XBRL documents

Business Combination Requirements - The company must consummate an initial business combination within 18 months from the closing of its initial public offering, extendable to 24 months, or it will cease operations and redeem public shares [156]. - The target business must have a fair market value equal to at least 80% of the value of the assets in the trust account at the time of executing a definitive agreement for the initial business combination [150]. - The company is required to maintain net tangible assets of at least $5,000,001 upon consummation of the business combination to avoid being subject to SEC's "penny stock" rules [143]. - The company is obligated to offer public shareholders the right to redeem their shares for cash at the time of the initial business combination [161]. - If the initial business combination is not completed within 18 months, public shareholders may receive approximately $10.20 per share upon liquidation of the trust account [161]. - The company has until April 22, 2023, to complete the initial Business Combination, failing which it will cease operations and redeem public shares based on the amount in the Trust Account [331]. - The company has the option to extend the Termination Date up to six additional months, provided it deposits either $140,000 or $0.04 for each outstanding public share into the Trust Account for each extension [333]. Shareholder Redemption and Rights - On January 18, 2023, holders of 24,703,445 Class A ordinary shares redeemed their shares for cash at a redemption price of approximately $10.35 per share, totaling an aggregate redemption amount of $255,875,757, leaving approximately $30 million in the trust account [145]. - If too many public shareholders exercise their redemption rights, the company may not meet closing conditions for a business combination, potentially leading to an inability to proceed with the transaction [143]. - The absence of a specified maximum redemption threshold may allow the company to complete a business combination that a substantial majority of shareholders do not agree with [205]. - Public shareholders who redeem shares in connection with a shareholder vote may not receive funds from the trust account if the business combination is not completed within the specified timeframe [233]. - Shareholders may be liable for claims against the company to the extent of distributions received upon redemption of their shares [236]. Financial Condition and Market Risks - The company may not be able to raise necessary equity and debt financing due to market conditions, impacting its ability to consummate a business combination [153]. - The company may face intense competition from other entities for business combination opportunities, which could limit its ability to complete a transaction [161]. - The company may incur substantial debt to complete a business combination, which could adversely affect its financial condition and shareholder value [255]. - The incurrence of debt may lead to default and foreclosure on assets if operating revenues are insufficient to meet obligations, impacting financial stability [256]. - The company may face increased vulnerability to adverse changes in economic conditions and limitations on its ability to obtain additional financing due to existing debt obligations [256]. - The company may face challenges in completing an initial business combination due to recent increases in inflation and interest rates, which could lead to price volatility [298]. Management and Governance - Initial shareholders and management team members have agreed to vote in favor of the initial business combination, increasing the likelihood of receiving requisite shareholder approval [140]. - The personal and financial interests of officers and directors may create conflicts of interest in selecting a target business [224]. - Certain officers and directors may have economic interests in the sponsor that conflict with those of public shareholders [226]. - The company does not have a policy prohibiting officers and directors from having financial interests in transactions involving the company [219]. - The company may pursue acquisition opportunities jointly with its sponsor, which could create conflicts of interest between the parties involved [189]. Operational Challenges - The ability to complete a business combination may be adversely affected by the COVID-19 pandemic, impacting global commercial activity and supply chain operations [151]. - The company may face challenges in assessing the management of a prospective target business, which could affect the success of the initial business combination [193]. - The company has not yet selected a specific target business for its initial business combination, making it difficult to evaluate potential merits or risks [171]. - The company may pursue acquisition opportunities in various sectors, even those outside of its management's expertise, which could complicate risk assessment [173]. - The company has limited operating history and no revenues, making it challenging to evaluate its ability to achieve business objectives [287]. Regulatory and Compliance Issues - The company is classified as an "emerging growth company," which allows it to take advantage of certain exemptions from disclosure requirements [273]. - The company is classified as a "smaller reporting company," which allows it to provide only two years of audited financial statements until it exceeds a market value of $250 million or annual revenues of $100 million [275]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with completing a business combination [276]. - The company may be classified as a passive foreign investment company (PFIC), which could lead to adverse U.S. federal income tax consequences for U.S. investors [293]. - The company is subject to federal securities laws of the United States, but the rights of shareholders under Cayman Islands law differ significantly from those in the U.S. [280]. Financial Performance - The company had a net income of $14,334,250 for the year ended December 31, 2022, primarily due to a change in the fair value of warrant liabilities amounting to $13,179,936 and investment income of $3,984,431 from marketable securities held in the Trust Account, offset by an operational loss of $2,830,117 [335]. - As of December 31, 2022, the company reported cash of $614,767, with liabilities including $1,866,992 in accrued offering costs and $315,539 payable to related parties [337]. - The net proceeds from the initial public offering and the sale of private placement warrants amounted to $281,520,000, available for the initial business combination after accounting for $9,660,000 in deferred underwriting commissions and estimated non-reimbursed expenses [195]. - The company has not paid any cash dividends to date and does not intend to do so prior to completing its initial business combination [320]. Market and Investment Risks - Increased competition from other special purpose acquisition companies may limit the availability of attractive targets and increase the cost of business combinations [154]. - The market price of Class A ordinary shares may be adversely affected by changes in the fair value of the warrant liability [271]. - The potential issuance of additional Class A ordinary shares upon warrant exercise could make the company a less attractive acquisition vehicle [268]. - The structure of the units may cause them to be worth less than units of other blank check companies due to the fractional warrant issuance [269]. - The company may face significant adverse consequences if its securities are delisted from Nasdaq, including reduced liquidity and increased regulatory scrutiny [231].

Financial Performance - As of September 30, 2022, the company reported income of $4,262,070 for the three months ended, primarily from a gain on change in fair value of warrant liabilities of $3,345,600 and interest income of $1,245,745[146]. - For the nine months ended September 30, 2022, the company reported total income of $11,637,242, driven by a gain on change in fair value of warrant liabilities of $11,608,560 and interest income of $1,632,690[147]. Cash and Liabilities - The company had cash of $890,273 as of September 30, 2022, with liabilities including $1,089,536 in accrued offering costs and $285,539 owed to related parties[149]. - The company deposited $281,520,000 from its initial public offering proceeds into a Trust Account, which will be invested in U.S. government securities[143]. Business Combination - The company has until January 22, 2023, to consummate a Business Combination, or it will face mandatory liquidation and dissolution[152]. - The company has not yet selected a target for its initial Business Combination and is not limited to any specific industry or geographic region[138]. - The company anticipates insufficient working capital to meet its needs for at least the next 12 months if a Business Combination is not consummated[162]. Offering Costs - Transaction costs for the initial public offering amounted to $16,138,202, including $5,520,000 in underwriting commissions[142]. - Offering costs related to the initial public offering amounted to $16,138,202, with $15,428,121 charged to temporary equity and $710,081 charged to expense[167]. - The underwriters earned a total underwriting discount of $5,520,000 from the initial public offering[155]. Internal Controls - The Company reported a material weakness in internal control over financial reporting due to a lack of qualified resources within the accounting department[176]. - Management plans to remediate the identified material weakness by enhancing processes and increasing communication regarding accounting applications[177]. - Disclosure controls and procedures were determined to be ineffective as of September 30, 2022, due to identified material weaknesses[175]. Financial Instruments and Risk - The Company has not engaged in any hedging activities since inception and does not expect to do so in the future[173]. - As of September 30, 2022, there were no off-balance sheet arrangements or commitments[171]. - The net proceeds from the Public Offering were invested in U.S. government securities with a maturity of 185 days or less, minimizing exposure to interest rate risk[172]. - The Company is currently assessing the impact of ASU 2020-06 on its financial position, results of operations, or cash flows[170].

Financial Performance - The company had income of $1,494,631 for the three months ended June 30, 2022, primarily from a gain on change in fair value of warrant liabilities of $1,527,600[138] - For the six months ended June 30, 2022, the company reported income of $7,375,172, driven by a gain on change in fair value of warrant liabilities of $8,262,960[139] Cash and Liabilities - As of June 30, 2022, the company had cash of $947,477 and owed $995,805 in accrued offering costs and expenses[141] - The company anticipates that its cash held outside of the trust account will not be sufficient to operate for at least the next 12 months if a Business Combination is not consummated[154] Business Combination - The company has until January 22, 2023, to consummate a Business Combination, or it will face mandatory liquidation[144] - The Company has until January 22, 2023, to consummate a Business Combination, or it will face mandatory liquidation and dissolution[155] - The company has not yet selected a target for its initial Business Combination and is not limited to any specific industry or geographic region[130] Initial Public Offering (IPO) Costs - The company incurred transaction costs of $16,138,202 related to its initial public offering, including $5,520,000 in underwriting commissions[134] - Offering costs related to the initial public offering amounted to $16,138,202, with $15,428,121 charged to temporary equity and $710,081 charged to expense[159] - The underwriters earned a total underwriting discount of $5,520,000, which is 2% of the gross proceeds from the initial public offering[147] Shareholder Equity - As of June 30, 2022, 27,600,000 Class A ordinary shares are subject to possible redemption, presented at redemption value as temporary equity[160] Internal Controls - The Company reported a material weakness in internal control over financial reporting due to a lack of qualified resources within the accounting department[167] - Management plans to remediate the identified material weakness by enhancing processes and increasing communication regarding accounting applications[168] - The Company has determined that its disclosure controls and procedures were not effective as of June 30, 2022[166] Risk Management - The Company has not engaged in any hedging activities since inception and does not expect to do so in the future[165] - The Company is not subject to any market or interest rate risk as of June 30, 2022, with net proceeds from the Public Offering invested in U.S. government securities[164] - As of June 30, 2022, there were no off-balance sheet arrangements or commitments[163]

PART I – FINANCIAL INFORMATION [Item 1. Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed financial statements of ESGEN Acquisition Corporation, including the balance sheet, statement of operations, statement of changes in shareholder's deficit, and statement of cash flows, along with comprehensive notes explaining the company's organization, accounting policies, and financial instruments [Condensed Balance Sheet as of March 31, 2022 and December 31, 2021](index=4&type=section&id=Condensed%20Balance%20Sheet%20as%20of%20March%2031%2C%202022%20and%20December%2031%2C%202021) Condensed Balance Sheet Data | ASSETS | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | Cash | $1,086,084 | $1,323,903 | | Prepaid expenses | $478,819 | $550,434 | | Total current assets | $1,564,903 | $1,874,337 | | Prepaid expenses, non-current | $— | $26,081 | | Marketable securities held in trust account | $281,540,308 | $281,522,137 | | Total Assets | $283,105,211 | $283,422,555 | | **LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS' DEFICIT** | | | | Accrued offering costs and expenses | $918,891 | $411,416 | | Due to related party | $54,193 | $24,193 | | Promissory note – related party | $171,346 | $171,346 | | Total current liabilities | $1,144,430 | $606,955 | | Warrant liabilities | $7,240,800 | $13,976,160 | | Deferred underwriter's discount | $9,660,000 | $9,660,000 | | Total liabilities | $18,045,230 | $24,243,115 | | Class A ordinary shares subject to possible redemption | $281,540,308 | $281,520,000 | | **SHAREHOLDERS' DEFICIT:** | | | | Class B ordinary share | $690 | $690 | | Accumulated deficit | $(16,481,017) | $(22,341,250) | | Total shareholders' deficit | $(16,480,327) | $(22,340,560) | | Total Liabilities, Redeemable Ordinary Shares and Shareholders' Deficit | $283,105,211 | $283,422,555 | [Condensed Statement of Operations for the three months ended March 31, 2022](index=5&type=section&id=Condensed%20Statement%20of%20Operations%20for%20the%20three%20months%20ended%20March%2031%2C%202022) Condensed Statement of Operations Data (Three Months Ended March 31, 2022) | Item | Amount | | :--- | :--- | | Formation and operating costs | $842,990 | | Operating cost—related party | $30,000 | | Loss from operations | $(872,990) | | Interest income on marketable securities held in Trust Account | $18,171 | | Change in fair value of warrant liabilities | $6,735,360 | | Total other income, net | $6,753,531 | | Net income | $5,880,541 | | Basic and diluted weighted average shares outstanding of Class A ordinary shares | 27,600,000 | | Basic and diluted net income per ordinary share, Class A | $0.17 | | Basic and diluted weighted average shares outstanding of Class B ordinary shares | 6,900,000 | [Condensed Statement of Changes in Shareholder's (Deficit) for the three months ended March 31, 2022](index=6&type=section&id=Condensed%20Statement%20of%20Changes%20in%20Shareholder's%20(Deficit)%20for%20the%20three%20months%20ended%20March%2031%2C%202022) Condensed Statement of Changes in Shareholder's Equity (Deficit) (Three Months Ended March 31, 2022) | Item | Class A Ordinary share subject to possible redemption Amount | Class B Ordinary share Amount | Accumulated Deficit | Total Shareholders' Equity (Deficit) | | :--- | :--- | :--- | :--- | :--- | | Balance as of December 31, 2021 | $281,520,000 | $690 | $(22,341,250) | $(22,340,560) | | Accretion of ordinary share subject to possible redemption | $20,308 | — | $(20,308) | $(20,308) | | Net income | — | — | $5,880,541 | $5,880,541 | | Balance as of March 31, 2022 | $281,540,308 | $690 | $(16,481,017) | $(16,480,327) | [Condensed Statement of Cash Flows for the three months ended March 31, 2022](index=7&type=section&id=Condensed%20Statement%20of%20Cash%20Flows%20for%20the%20three%20months%20ended%20March%2031%2C%202022) Condensed Statement of Cash Flows Data (Three Months Ended March 31, 2022) | Cash flows from operating activities | Amount | | :--- | :--- | | Net income | $5,880,541 | | Adjustments to reconcile net income to net cash used in operating activities: | | | Interest earned on cash held in Trust Account | $(18,171) | | Change in fair value of warrant liabilities | $(6,735,360) | | Changes in current assets and liabilities: | | | Prepaid expenses | $97,696 | | Accrued expenses | $507,475 | | Due to related party | $30,000 | | Net cash used in operating activities | $(237,819) | | Net change in cash | $(237,819) | | Cash, beginning of the period | $1,323,903 | | Cash, end of the period | $1,086,084 | [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) [Note 1 — Organization and Business Operation](index=8&type=section&id=Note%201%20%E2%80%94%20Organization%20and%20Business%20Operation) - ESGEN Acquisition Corporation was incorporated on April 19, 2021, as a Cayman Islands exempted company, primarily for the purpose of effecting a business combination (SPAC)[25](index=25&type=chunk) - The Company consummated its IPO on October 22, 2021, selling **27,600,000 units at $10.00 per unit**, generating gross proceeds of **$276,000,000**. Concurrently, **14,040,000 private placement warrants** were sold for **$1.00 each**[28](index=28&type=chunk) - Following the IPO, **$281,520,000** (**$10.20 per unit**) was deposited into a Trust Account, to be invested in U.S. government securities or money market funds[31](index=31&type=chunk) - The Company has **15 months** from the IPO closing to complete an initial Business Combination, after which it will liquidate and redeem public shares if unsuccessful[37](index=37&type=chunk) - As of March 31, 2022, the Company had cash of **$1,086,084** and working capital of approximately **$420,473**, but anticipates this may not be sufficient for the next 12 months without a Business Combination, raising substantial doubt about its going concern ability[44](index=44&type=chunk)[46](index=46&type=chunk)[47](index=47&type=chunk) [Note 2 — Significant Accounting Policies](index=11&type=section&id=Note%202%20%E2%80%94%20Significant%20Accounting%20Policies) - The unaudited condensed financial statements are prepared in accordance with GAAP for interim financial information and SEC rules, with certain disclosures condensed or omitted[49](index=49&type=chunk) - The Company is an 'emerging growth company' and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[51](index=51&type=chunk)[52](index=52&type=chunk) - Offering costs totaled **$16,138,202**, with **$15,428,121** charged to temporary equity and **$710,081** allocated to warrants and expensed[56](index=56&type=chunk) - Warrants are classified as liabilities at fair value and re-measured at each balance sheet date, with changes recognized in the statement of operations[60](index=60&type=chunk) - Net income (loss) per ordinary share is calculated using the two-class method, treating accretion of Class A ordinary shares subject to possible redemption as a dividend[61](index=61&type=chunk)[62](index=62&type=chunk)[63](index=63&type=chunk) - Class A ordinary shares subject to possible redemption are classified as temporary equity, with changes in redemption value recognized immediately[64](index=64&type=chunk)[65](index=65&type=chunk) - The Company assessed ASU 2020-06 and found no material effect on its financial statements[71](index=71&type=chunk) [Note 3 — Public Offering](index=15&type=section&id=Note%203%20%E2%80%94%20Public%20Offering) - On October 22, 2021, the Company completed its IPO of **27,600,000 units at $10.00 per unit**, generating **$276,000,000**. Each unit included one Class A ordinary share and one-half of one redeemable warrant[72](index=72&type=chunk) - Class A ordinary shares are subject to redemption and classified outside of permanent equity in accordance with ASC Topic 480[73](index=73&type=chunk)[74](index=74&type=chunk) Class A Ordinary Shares Subject to Possible Redemption Reconciliation | Item | Amount | | :--- | :--- | | Gross proceeds | $276,000,000 | | Less: Proceeds allocated to Public Warrants | $(12,144,000) | | Less: Class A ordinary share issuance costs | $(15,428,121) | | Plus: Accretion of carrying value to redemption value (prior period) | $33,092,121 | | Class A ordinary shares subject to possible redemption as of December 31, 2021 | $281,520,000 | | Accretion of carrying value to redemption value (current period) | $20,308 | | Class A ordinary shares subject to possible redemption as of March 31, 2022 | $281,540,308 | [Note 4 — Private Placement](index=15&type=section&id=Note%204%20%E2%80%94%20Private%20Placement) - The Sponsor and Salient Capital Advisors, LLC purchased an aggregate of **14,040,000 Private Placement Warrants at $1.00 per warrant**, totaling **$14,040,000**, concurrently with the IPO[76](index=76&type=chunk) [Note 5 — Related Party Transactions](index=15&type=section&id=Note%205%20%E2%80%94%20Related%20Party%20Transactions) - The Sponsor initially paid **$25,000** for **5,750,000 Class B ordinary shares**, which were retroactively restated to **6,900,000 Founder Shares** after a share dividend[77](index=77&type=chunk) - The Sponsor loaned the Company up to **$300,000** for IPO expenses, with **$171,346** outstanding as of March 31, 2022 and December 31, 2021[82](index=82&type=chunk) - The Company pays the Sponsor **$10,000 per month** for office space and administrative services, incurring **$54,193** as of March 31, 2022[84](index=84&type=chunk) - The Sponsor and management team have waived redemption rights for their Founder Shares and certain public shares, and rights to liquidating distributions from the Trust Account if a Business Combination is not consummated within the Combination Period[79](index=79&type=chunk)[81](index=81&type=chunk) [Note 6 — Prepaid Expenses](index=17&type=section&id=Note%206%20%E2%80%94%20Prepaid%20Expenses) Prepaid Expenses Breakdown | Item | March 31, 2022 (Current) | December 31, 2021 (Current) | December 31, 2021 (Non-current) | | :--- | :--- | :--- | :--- | | Prepaid Insurance | $424,537 | $528,861 | $26,081 | | Other Prepaid Items | $54,282 | $21,573 | $— | | Total | $478,819 | $550,434 | $26,081 | [Note 7 — Commitments & Contingencies](index=17&type=section&id=Note%207%20%E2%80%94%20Commitments%20%26%20Contingencies) - Holders of Founder Shares, Private Placement Warrants, and Working Capital Loan warrants are entitled to registration rights, including up to three demands and 'piggy-back' rights[87](index=87&type=chunk) - Founder Shares are subject to a lock-up period until the earliest of one year after the Business Combination or specific stock price conditions; Private Placement Warrants are locked up for **30 days** post-Business Combination[89](index=89&type=chunk) - The underwriters earned a **2% underwriting discount** (**$5,520,000**) at IPO closing and are entitled to a deferred underwriting discount of **3.5%** (**$9,660,000**) upon completion of the initial Business Combination[92](index=92&type=chunk) [Note 8 — Warrant Liabilities](index=18&type=section&id=Note%208%20%E2%80%94%20Warrant%20Liabilities) - The Company accounts for its **27,840,000 warrants** (**13,800,000 Public Warrants** and **14,040,000 Private Placement Warrants**) as liabilities at fair value, subject to re-measurement at each balance sheet date, with changes recognized in the statement of operations[93](index=93&type=chunk)[94](index=94&type=chunk) - Public Warrants become exercisable **30 days** after the initial Business Combination and expire **five years** thereafter, with an exercise price of **$11.50 per share**[98](index=98&type=chunk) - The Company may redeem warrants at **$0.01 per warrant** if the Class A ordinary share closing price equals or exceeds **$18.00** for **20 trading days** within a **30-day period**[100](index=100&type=chunk) - The Company may also redeem warrants at **$0.10 per warrant** if the Class A ordinary share closing price equals or exceeds **$10.00** for **20 trading days** within a **30-day period**[104](index=104&type=chunk) - For the three months ended March 31, 2022, the change in fair value of warrant liabilities was **$6,735,360**, resulting in warrant liabilities of **$7,240,800** as of March 31, 2022[106](index=106&type=chunk) [Note 9—Derivative Financial Instruments](index=20&type=section&id=Note%209%E2%80%94Derivative%20Financial%20Instruments) - Public and Private Placement Warrants are classified as derivative liabilities due to potential cash settlement triggers and variable settlement amounts, not meeting equity treatment criteria under ASC 815-40[107](index=107&type=chunk)[108](index=108&type=chunk) Warrant Liabilities Fair Value (March 31, 2022) | March 31, 2022 Liabilities | Level 1 | Level 2 | Level 3 | Total | | :--- | :--- | :--- | :--- | :--- | | Public warrant liabilities | $3,450,000 | $— | $— | $3,450,000 | | Private warrant liabilities | — | — | $3,790,800 | $3,790,800 | | Total warrant liabilities | $3,450,000 | $— | $3,790,800 | $7,240,800 | Warrant Liabilities Fair Value (December 31, 2021) | December 31, 2021 Liabilities | Level 1 | Level 2 | Level 3 | Total | | :--- | :--- | :--- | :--- | :--- | | Public warrant liabilities | $6,900,000 | $— | $— | $6,900,000 | | Private warrant liabilities | — | — | $7,076,160 | $7,076,160 | | Total warrant liabilities | $6,900,000 | $— | $7,076,160 | $13,976,160 | Changes in Fair Value of Level 3 Financial Instruments | Item | Private Placement Warrants | Public Warrants | Warrant Liabilities | | :--- | :--- | :--- | :--- | | Warrant liability – initial measurement | $12,776,400 | $12,144,000 | $24,920,400 | | Change in fair value of warrant liabilities | $(5,700,240) | $(5,244,000) | $(10,944,240) | | Transfer to Level 1 | — | $(6,900,000) | $(6,900,000) | | Warrant liabilities at December 31, 2021 | $7,076,160 | $— | $7,076,160 | | Change in fair value of warrant liabilities | $(3,285,360) | — | $(3,285,360) | | Warrant liabilities at March 31, 2022 | $3,790,800 | $— | $3,790,800 | Quantitative Information about Level 3 Liabilities | Item | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | Exercise price | $11.50 | $11.50 | | Share price | $10.01 | $9.92 | | Risk-free rate | 2.39% | 1.32% | | Expected volatility | 5.10% | 8.3% | | Term (years) | 5.56 | 5.81 | [Note 10—Shareholder's Equity (Deficit)](index=21&type=section&id=Note%2010%E2%80%94Shareholder's%20Equity%20(Deficit)) - The Company is authorized to issue **1,000,000 preference shares** and **250,000,000 Class A ordinary shares**; none are issued or outstanding except for **27,600,000 Class A shares** subject to possible redemption[114](index=114&type=chunk)[115](index=115&type=chunk) - The Company is authorized to issue **25,000,000 Class B ordinary shares**, with **6,900,000** issued and outstanding as of March 31, 2022 and December 31, 2021[116](index=116&type=chunk) - Class A and Class B ordinary shares vote together as a single class. Class B shares automatically convert to Class A shares at the initial Business Combination, ensuring Founder Shares represent **20%** of total outstanding shares post-IPO and equity-linked securities[117](index=117&type=chunk)[118](index=118&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the Company's financial condition, results of operations, and future outlook, including forward-looking statements, an overview of its SPAC nature, and details on liquidity and critical accounting policies [Cautionary Note Regarding Forward-Looking Statements](index=23&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) - The report contains forward-looking statements identified by words such as 'anticipate,' 'intend,' 'plan,' 'believe,' 'expect,' etc., which are subject to inherent uncertainties, risks, and changes in circumstances[122](index=122&type=chunk)[123](index=123&type=chunk) - Actual results and financial condition may differ materially from those indicated in forward-looking statements due to various factors, including the ability to complete a business combination and the impact of the COVID-19 pandemic[122](index=122&type=chunk)[123](index=123&type=chunk) [Overview](index=23&type=section&id=Overview) - ESGEN Acquisition Corporation was incorporated on April 19, 2021, as a Cayman Islands exempted company, with the sole purpose of effecting a business combination (SPAC)[124](index=124&type=chunk) - The Company completed its IPO on October 22, 2021, selling **27,600,000 units at $10.00 per unit**, and deposited **$281,520,000** into a Trust Account[127](index=127&type=chunk)[129](index=129&type=chunk) - The Company has **15 months** from the IPO closing to consummate an initial Business Combination, or it will liquidate and redeem public shares[130](index=130&type=chunk) [Results of Operations](index=25&type=section&id=Results%20of%20Operations) - For the three months ended March 31, 2022, the Company reported a net income of **$5,880,541**[132](index=132&type=chunk) - This net income was primarily driven by a **$6,735,360 gain** on the change in fair value of warrant liabilities and **$18,171** in interest income from the Trust Account, offset by **$842,990** in formation and operating costs[132](index=132&type=chunk) - The Company has not generated any operating revenues and will not until the completion of its initial Business Combination[131](index=131&type=chunk) [Liquidity and Capital Resources](index=25&type=section&id=Liquidity%20and%20Capital%20Resources) - As of March 31, 2022, the Company had **$1,086,084** in cash and a working capital of **$420,473**[133](index=133&type=chunk) - Liquidity needs prior to IPO were met by a **$25,000 capital contribution** from the Sponsor and an unsecured promissory note from the Sponsor, with **$171,346** outstanding as of March 31, 2022[134](index=134&type=chunk) - Management believes current working capital and borrowing capacity will be sufficient for needs through the earlier of a Business Combination or one year from filing, but acknowledges substantial doubt about going concern if a Business Combination is not consummated within that time[135](index=135&type=chunk)[144](index=144&type=chunk)[145](index=145&type=chunk) [Contractual Obligations](index=25&type=section&id=Contractual%20Obligations) - The Company has no long-term debt, capital lease, operating lease, or purchase obligations other than those disclosed[136](index=136&type=chunk) - The underwriters received a **2% underwriting discount** (**$5,520,000**) at IPO closing and are entitled to a deferred underwriting discount of **3.5%** (**$9,660,000**) upon completion of the initial Business Combination[138](index=138&type=chunk) - The Company pays its Sponsor **$10,000 per month** for office space and administrative services, with **$54,193** incurred as of March 31, 2022[139](index=139&type=chunk) - Holders of Founder Shares, Private Placement Warrants, and Working Capital Loan warrants have registration rights, subject to lock-up periods[140](index=140&type=chunk)[141](index=141&type=chunk)[142](index=142&type=chunk) [Critical Accounting Policies](index=27&type=section&id=Critical%20Accounting%20Policies) - Warrant liabilities are recorded at fair value and re-measured at each balance sheet date, with changes recognized in the statement of operations[148](index=148&type=chunk) - Offering costs of **$16,138,202** were incurred, with **$15,428,121** charged to temporary equity and **$710,081** expensed[149](index=149&type=chunk) - Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity due to redemption rights outside the Company's control[150](index=150&type=chunk) - The two-class method is applied for earnings per share calculation, excluding redeemable ordinary shares from basic net income (loss) per ordinary share[151](index=151&type=chunk) - The Company assessed ASU 2020-06 and found no material effect on its financial statements[152](index=152&type=chunk) [Off-Balance Sheet Arrangements](index=27&type=section&id=Off-Balance%20Sheet%20Arrangements) - As of March 31, 2022, the Company did not have any off-balance sheet arrangements or any commitments or contractual obligations beyond those disclosed[153](index=153&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=27&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, ESGEN Acquisition Corporation is not required to provide extensive market risk disclosures and confirms minimal exposure to interest rate risk due to the nature of its investments - The Company is a smaller reporting company and is not required to provide the information otherwise required under this item[154](index=154&type=chunk) - As of March 31, 2022, the Company was not subject to any material market or interest rate risk[154](index=154&type=chunk) - Proceeds in the Trust Account are invested in U.S. government securities with a maturity of **185 days or less** or in money market funds, resulting in no material exposure to interest rate risk[154](index=154&type=chunk) - The Company has not engaged in any hedging activities since its inception and does not expect to do so[155](index=155&type=chunk) [Item 4. Control and Procedures](index=28&type=section&id=Item%204.%20Control%20and%20Procedures) This section discusses the evaluation of disclosure controls and procedures, noting a previously identified material weakness related to a lack of qualified accounting resources, and outlines remediation plans - The Company's management evaluated the effectiveness of its disclosure controls and procedures as of March 31, 2022[156](index=156&type=chunk) - A material weakness was identified in internal control over financial reporting, specifically a lack of qualified resources within the accounting department, leading to incorrect calculation of earnings per share allocations[157](index=157&type=chunk) - Management plans to remediate this weakness by enhancing processes for applying accounting requirements and increasing communication among personnel and third-party professionals[158](index=158&type=chunk) - No other material changes in internal control over financial reporting occurred during the most recent fiscal quarter[160](index=160&type=chunk) PART II – OTHER INFORMATION [Item 1. Legal Proceedings](index=28&type=section&id=Item%201.%20Legal%20Proceedings) The Company reports that it is not currently involved in any legal proceedings - None[162](index=162&type=chunk) [Item 1A. Risk Factors](index=28&type=section&id=Item%201A.%20Risk%20Factors) This section refers to the Company's Annual Report on Form 10-K for a comprehensive discussion of risk factors, indicating no material changes since that filing - There have been no material changes from the risk factors previously disclosed in the Company's Annual Report on Form 10-K filed with the SEC on April 1, 2022[163](index=163&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities](index=28&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) This section details the consummation of the Initial Public Offering and the concurrent private placement of warrants, along with the use of proceeds, confirming no material change in the planned use of funds - The Initial Public Offering of **27,600,000 Units** (including over-allotment) was consummated on October 22, 2021, at **$10.00 per Unit**, generating gross proceeds of **$276,000,000**[164](index=164&type=chunk) - Concurrently, **14,040,000 Private Placement Warrants** were sold to the Sponsor and Salient Clients at **$1.00 per warrant**, generating gross proceeds of **$14,040,000**[165](index=165&type=chunk) - Offering costs amounted to approximately **$16.1 million**, including **$5.5 million** in underwriting discounts paid at closing and **$9.7 million** in deferred underwriting commissions[167](index=167&type=chunk)[169](index=169&type=chunk) - After deducting underwriting discounts and IPO expenses, **$281.5 million** of net proceeds from the IPO and private placement was placed in the Trust Account[169](index=169&type=chunk) - There has been no material change in the planned use of proceeds from the Initial Public Offering and Private Placement as described in the Company's Annual Report[170](index=170&type=chunk) [Item 3. Defaults Upon Senior Securities](index=30&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The Company states that there are no defaults upon senior securities - None[170](index=170&type=chunk) [Item 4. Mine Safety Disclosures](index=30&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The Company states that this item is not applicable - Not applicable[170](index=170&type=chunk) [Item 5. Other Information](index=30&type=section&id=Item%205.%20Other%20Information) The Company states that there is no other information to disclose under this item - None[170](index=170&type=chunk) [Item 6. Exhibits](index=31&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of the Form 10-Q, including certifications, XBRL documents, and the cover page interactive data file List of Exhibits | Exhibit No. | Description | | :--- | :--- | | 31.1* | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | 31.2* | Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | 32.1** | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | 32.2** | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | 101.INS | Inline XBRL Instance Document | | 101.SCH | Inline XBRL Taxonomy Extension Schema Document | | 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | 101.DEF | Inline XBRL Taxonomy Extension Definition Document | | 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | | 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | EX-104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | SIGNATURES [SIGNATURES](index=32&type=section&id=SIGNATURES) This section contains the required signatures for the Form 10-Q report, confirming its submission on behalf of ESGEN Acquisition Corporation - The report was signed by Andrea Bernatova (Chief Executive Officer) and Nader Daylami (Chief Financial Officer) on May 12, 2022[175](index=175&type=chunk)[176](index=176&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ ESGEN Acquisition Corporation (Exact name of registrant as specified in its charter) | --- | --- | --- | |--------------------------------- ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2021 ESGEN Acquisition Corporation (Exact name of registrant as specified in its charter) | --- | --- | --- | |---------------------------------|--------------------------|------------------------| | Cayman Islands | 001-40927 | 98-1601409 | | (State or other jurisdictio ...