IPO and Business Combination - 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[133]. - As of October 16, 2023, $281,520,000 from the IPO proceeds was held in a trust account, which was liquidated to hold funds in demand deposits until the completion of a business combination or January 22, 2024[134]. - The company extended the deadline to complete its initial business combination from October 22, 2023, to January 22, 2024, allowing for up to six additional one-month extensions[137]. - On April 19, 2023, ESGEN entered into a Business Combination Agreement with Sunergy Renewables, LLC, which includes provisions for the conversion of Class B ordinary shares into Class A ordinary shares[141][143]. - Following the Business Combination, ESGEN will domesticate as a Delaware corporation and change its name to New PubCo[143][144]. - At the closing of the business combination, ESGEN will contribute all its assets, including cash from the trust account, to its wholly-owned subsidiary, OpCo[147]. - The Business Combination is expected to close in the first quarter of 2024, pending shareholder approvals and customary closing conditions[150]. - The company has until January 22, 2024, to consummate a Business Combination, or it will face mandatory liquidation[162]. Shareholder Activity - Shareholders redeemed 24,703,445 Class A ordinary shares for approximately $10.35 per share, totaling $255,875,758 during the first extension[136]. - The Sponsor contributed $0.0525 per share for each Class A ordinary share not redeemed, amounting to a total contribution of $73,949[139]. - The total number of Class A ordinary shares outstanding after the Sponsor's conversion and redemptions is 7,027,632[140]. - The Initial Subscription Agreement includes a commitment from the Sponsor to purchase 1,000,000 shares of Class A Common Stock at $10.00 per share, totaling $10,000,000[149]. Financial Performance - For the three months ended September 30, 2023, the company reported a net income of $631,724, driven by a change in fair value of warrant liabilities of $1,046,784 and dividends earned on marketable securities of $413,940, offset by operating costs of $829,000[154]. - For the nine months ended September 30, 2023, the company experienced a net loss of $2,225,459, which included a change in fair value of warrant liabilities of $206,016 and operating costs of $4,164,293, partially offset by dividends earned on marketable securities of $1,719,810[156]. - As of September 30, 2023, the company had cash of $267,058 and total liabilities of $7,015,026, which includes $5,296,038 in accounts payable and accrued expenses[158]. - The company incurred $30,000 for office space and administrative services for the three months ended September 30, 2023, consistent with the previous year[165]. - The company reported an outstanding balance of $1,238,449 under the unsecured promissory note as of September 30, 2023[151]. Risk and Controls - As of September 30, 2023, the company was not subject to any market or interest rate risk, with net proceeds from the Public Offering invested in U.S. government securities with a maturity of 185 days or less[176]. - The company has not engaged in any hedging activities since inception and does not expect to do so in the future[177]. - Disclosure controls and procedures were determined to be ineffective as of September 30, 2023, due to a material weakness identified in internal control over financial reporting[179]. - The company identified material weaknesses in internal control, specifically in the calculation of earnings per share and classification of reinvestment of interest and dividend income in the Trust Account[180]. - Management plans to remediate the identified material weakness by enhancing processes to identify and apply applicable accounting requirements and improving communication among personnel[181]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected internal control[183]. - The company has not identified any critical accounting estimates in the preparation of its financial statements[174]. - The company has not disclosed any legal proceedings[184].
ESGEN Acquisition (ESAC) - 2023 Q3 - Quarterly Report