Zeo Energy Corp 8-K, filed Dec 13, 2021
Zeo Energy Corp. (ZEO)
About this 8-K
Zeo Energy Corp filed this 8-K on December 13, 2021.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
|
(State or other jurisdiction of incorporation or organization) |
(Commission |
(I.R.S. Employer |
(
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
Trading Symbols |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01. Other Events.
On December 13, 2021, ESGEN Acquisition Corporation (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1, announcing that the holders of the Company’s units may elect to separately trade the Class A ordinary shares and warrants included in the units effective immediately. Those units not separated will continue to trade on the Nasdaq Global Market (the “Nasdaq”) under the symbol “ESACU,” and each of the Class A ordinary shares and warrants that are separated will trade on the Nasdaq under the symbols “ESAC” and “ESACW,” respectively. Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, to separate the units into Class A ordinary shares and warrants.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. The following exhibits are filed with this Form 8-K: |
|
Exhibit No. |
Description of Exhibits | |
| 99.1 | Press Release dated December 13, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 13, 2021
| ESGEN ACQUISITION CORPORATION | ||
| By: | /s/ Nader Daylami | |
| Name: | Nader Daylami | |
| Title: | Chief Financial Officer | |
Exhibit 99.1

ESGEN Acquisition Corporation Announces the Separate Trading of its Class A Ordinary Shares and Warrants
DALLAS, December 13, 2021 — ESGEN Acquisition Corporation (“ESGEN” or the “Company”) announced today that, effective immediately, holders of the units sold in the Company’s initial public offering may elect to separately trade the Class A ordinary shares and warrants included in the units. The Class A ordinary shares and warrants that are separated will trade on the Nasdaq Global Market (the “Nasdaq”) under the symbols “ESAC” and “ESACW,” respectively. Those units not separated will continue to trade on the Nasdaq under the symbol “ESACU.” Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, to separate the units into Class A ordinary shares and warrants.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering was made solely by means of a prospectus, copies of which may be obtained from Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone 1-800-831-9146, or Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, email Barclaysprospectus@broadridge.com, telephone 1-888-603-5847. Copies of the registration statement relating to the offering are also available on the SEC’s website, www.sec.gov.
About ESGEN Acquisition Corporation
ESGEN is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. ESGEN is led by Chief Executive Officer Andrejka Bernatova and Chief Financial Officer Nader Daylami, and is affiliated with Energy Spectrum Capital, a Dallas-based venture capital firm with long-standing experience building companies across the energy and infrastructure landscapes over multiple decades. The Company intends to concentrate on identifying opportunities in the North American energy and infrastructure value chain and contiguous industries that it believes will fundamentally change the current energy landscape by accelerating a shift to a low-carbon future.
Cautionary Note Concerning Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements.” Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public offering filed with the Securities and Exchange Commission (“SEC”). Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Media Contact
David Wells
Prosek Partners
212-279-3115
dwells@prosek.com