8-K - ZEO - Equibles

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENTREPORT

Pursuant to Section 13or Section 15(d)of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 12, 2021

ESGENAcquisition Corporation

(Exact name of registrant as specified in its charter)

Cayman Islands	001-40927	98-1601409
(State or other jurisdiction of incorporation<br><br> or organization)	(Commission<br><br> File Number)	(I.R.S. Employer<br><br> Identification Number)
5956 Sherry Lane
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Suite 1400
Dallas, TX 75225
(214) 987-6100
(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<br>to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to<br>Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨	Pre-commencement communications<br>pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨	Pre-commencement communications<br>pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant	ESACU	The Nasdaq Stock Market LLC
Class A ordinary shares included as part of the units	ESAC	The Nasdaq Stock Market LLC
Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	ESACW	The Nasdaq Stock Market LLC

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 x

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 7.01.	Regulation FD Disclosure.

On November 12, 2021, ESGEN Acquisition Corporation posted a presentation to its corporate website at www.esgen-spac.com, a copy of which is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits

99.1	Investor Presentation

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: November 12, 2021

ESGEN ACQUISITION CORPORATION
By:	/s/ Nader Daylami
Name:	Nader Daylami
Title:	Chief Financial Officer

Exhibit 99.1

Summary Overview<br>ESGEN Acquisition Corporation<br>Strictly Private & Confidential
Disclaimer and Forward Looking Statements<br>These materials are not an offer to sell, and are not seeking an offer to buy, any securities of ESGEN Acquisition Corporation (“we,” “us,” “our” or the “Company”), nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or<br>qualification under the securities laws of any such state or jurisdiction. The Company is an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. Further, the Company’s securities have not<br>been approved or disapproved by the SEC or any other regulatory or governmental authority, nor have any of the foregoing passed upon the accuracy or adequacy of the information presented, and any representation to the contrary is a criminal offense. The information provided herein is provided to you on the<br>condition that you agree that you will hold it in strict confidence and not reproduce it or disclose it to any third party in whole or in part. By receiving this information, the recipient expressly agrees (1) to maintain the confidentiality of the material and information herein, (2) to use any such material and information<br>in accordance with its compliance policies, contractual obligations and applicable law, including federal and state securities laws and (3) use this presentation for the sole purpose of evaluating the Company. This presentation does not purport to contain all of the information that may be required to evaluate a<br>possible transaction. This presentation is not intended to form the basis of any investment decision by the recipient and does not constitute investment, tax or legal advice. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 37 of the Prospectus for a discussion of<br>information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.<br>The statements contained in this presentation may constitute forward-looking statements for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding<br>the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,”<br> “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this presentation may include, for example, statements about:<br> • our ability to complete our initial business combination;<br> • our expectations around the performance of the prospective target business or businesses;<br> • our success in retaining or recruiting, or changes required in, our officers, key employees or directors<br> • following our initial business combination;<br> • our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;<br> • our potential ability to obtain additional financing to complete our initial business combination;<br> • our pool of prospective target businesses;<br> • the ability of our officers and directors to generate a number of potential business combination opportunities;<br> • our public securities’ potential liquidity and trading;<br> • the lack of a market for our securities;<br> • the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;<br> • the trust account not being subject to claims of third parties; or<br> • our future financial performance.<br>The forward-looking statements contained in this presentation are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking<br>statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties<br>materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise,<br>except as may be required under applicable securities laws.<br>Information regarding performance by, or businesses associated with, our management team is presented for informational purposes only. Past performance by our management team and their respective affiliates is not a guarantee either: (i) of success with respect to any business combination or (ii) that we will<br>be able to locate a suitable candidate for our initial business combination. You should not rely on the historical record of the performance of our management team’s or businesses associated with them as indicative of our future performance of an investment in us or the returns we will, or are likely to, generate<br>going forward.<br>The past performance information of prior funds or prior investments led by the Energy Spectrum Securities Corporation (“Energy Spectrum”) senior management team described herein is not necessarily indicative of future results and there can be no assurance that any future Energy Spectrum investments will<br>achieve comparable results or that Energy Spectrum will be able to implement its investment strategy or achieve its investment objective. The figures regarding performance highlighted by Footnote 3 on the slide entitled “Pioneering Investor Across the Energy and Infrastructure Landscape for 25+ Years” are<br>cumulative with respect to Energy Spectrum Partners LP (“ESP”) through ESP VIII, fully realized on a gross basis. Such returns do not represent the performance of any individual fund managed by Energy Spectrum and thus are not indicative of the returns experienced by any limited partner in any such fund.<br>Limited partners in Energy Spectrum’s funds also experience returns that are net of management fees and potential performance fees. This information is presented solely for the purpose of providing background information on Energy Spectrum. The ultimate realized value of currently unrealized investments,<br>as described in this presentation, will depend on, among other factors, future operating results, the value of the assets and market conditions at the time of disposition, any related transaction costs and the timing and manner of sale, and may be materially lower than the figures presented. Past deal flow of the<br>Energy Spectrum funds is not necessarily indicative of future deal flow with respect to Energy Spectrum’s investment funds. There can be no assurance that any target rates of return will be achieved with respect to any or all investments.<br>This presentation contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this presentation may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that the applicable<br>licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.<br>1
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Mission<br>Disruptive Decarbonization<br>Ensuring A Sustainable Energy Future<br>Our mission is to provide a market-leading company the<br>capital and value-added partnership which will enable it to<br>fundamentally change the current energy and infrastructure<br>landscape and accelerate the shift to a<br>low-carbon future<br> ©<br><br>BL<br>A<br>C<br>K<br> +<br><br>GR<br>A<br>Y<br><br>STUDI<br>O<br>,<br>2020<br>2
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Leadership Team<br>Andrejka Bernatova<br>CEO and Board<br>Director<br> • Experienced operator and investor<br> • Expertise across multiple verticals of the energy<br>and infrastructure industries including upstream,<br>midstream, and transition energy<br> • Executive and senior management experience<br>include Bruin Partners (co-founder) and Ursa<br>Resources<br> • Principal investing and investment banking roles<br>at Morgan Stanley and Denham Capital<br> • Raised $2bn+ of capital and integrated 10+<br>companies and assets – strategically evaluated<br>250+ opportunities. Raised various forms of<br>equity/debt capital and acquired and integrated<br>diverse set of assets<br> • Advisor to various early/mid stage growth<br>companies in energy transition and technology<br>sectors<br> • Earned B.S. in Mathematics & Economics with a<br>minor in Middle Eastern History and Spanish<br>Literature from UC San Diego<br> • NCAA Men’s Tennis, United States Tennis<br>Association ranked top 50 nationally. Sponsored<br>camps annually in Middle East focused on youth<br>athletics/tennis training<br>Nader Daylami<br>CFO<br>3<br> ©<br><br>BL<br>A<br>C<br>K<br> +<br><br>GR<br>A<br>Y<br><br>STUDI<br>O<br>,<br>2020<br> • Experienced entrepreneur, executive, investor,<br>investment banker and board member in the US<br>and globally<br> • Expertise across multiple verticals of the<br>infrastructure and energy industries<br> • Executive and management experience included<br>PennTex (Nasdaq: PTXP), Goodnight, Core and<br>Enchanted Rock Energy<br> • Principal investing and investment banking<br>experience including roles at Credit Suisse, Morgan<br>Stanley, The Blackstone Group and Mubadala<br>Development Company / Masdar Capital<br> • Recipient of a number of industry awards including<br>Honoree of 40 Under 40 by Houston Business<br>Journal (2018), 25 Influential Women in Energy by<br>Hart Energy and Thirty under 40 Honoree by Oil and<br>Gas Investor (2016)<br> • Board of Directors of Salt Creek and Board Advisor<br>with VCFuel, a Houston based transition energy VC<br> • Non-profit work includes Board of Directors of Arms<br>Wide and Friends of Aiglon College. Serves on the<br>Harvard College Fund Associates Committee<br> • Earned A.B. from Government with a Citation in<br>Spanish from Harvard College<br> • Completed the Marathon des Sables, a ~200 miles<br>ultra marathon race across the Sahara Desert,<br>biked 600 miles across Tibet and Nepal to the Mt.<br>Everest Base Camp and volunteered in orphanages<br>and construction projects in Kenya, Chile, Nepal<br>and Egypt<br>The core ESGEN team consists of dedicated management with operational, transactional and investment expertise across the<br>broad energy and infrastructure value chain, as well as experienced Energy Spectrum team members, all aligned to deliver a<br>successful outcome
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Positioned to De-SPAC Quickly<br> • ESGEN has been structured to ensure certainty of capital while<br>seeking to execute a successful de-spac transaction<br> • Energy Spectrum closed its $969mm eighth fund in May 2020<br>focused on energy infrastructure with 82 LPs<br> • Salient Capital Advisors has a track record of being a frequent PIPE<br>investor in the energy space<br> • ~35% of current investors are fundamental long-term investors(1)<br> • Ample interest from investors with long-standing relationship with<br>management and sponsors led to an upsized offering of $276mm, up<br>from $200mm<br>Leading Investment Partners<br> • ESGEN’s management team (“ESGEN”) has a long track record of<br>delivering strong returns to its shareholders/investors<br> • Energy Spectrum + ESGEN’s management team have extensive<br>experience in taking various companies public<br> • The relationship with our Sponsors enables an effective and efficient<br>de-spac closing process<br> • ESGEN’s underwriters (Citi & Barclays) are leaders in the energy<br>transition space in IPOs, SPACs, PIPEs and M&A<br>Deep Energy Investing<br>and Operational Experience<br> • ESGEN is made up of business operators who have built and exited<br>multiple companies<br> • The ESGEN team has significant operational, transactional and<br>investment experience across the energy transition landscape<br> • Significant pre-IPO experience coupled with a wide network within the<br>public capital arena yielding success taking prior companies public<br> • Public experience allows ESGEN to position a target favorably<br>against a tailored set of comparable public companies<br>Full Life Cycle Solution<br> • ESGEN wants to be a long-term business and capital solution partner<br> • Assist management with post merger transition and operations as a<br>public company<br> • Capitalize on operational experience to guide the target business<br> • Supplement business growth with an established track record of<br>building profitability<br> • Contribute a deep network of strategic relationships across the<br>energy and infrastructure arena<br>Why Choose ESGEN as your De-SPAC Partner?<br>4<br> ©<br><br>BL<br>A<br>C<br>K<br> +<br><br>GR<br>A<br>Y<br><br>STUDI<br>O<br>,<br>2020<br>(1) As of closing of initial public offering on 10/22/21<br>3<br>2 1<br>4
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Energy Spectrum:<br>Sector Pioneer Investor with<br>25+ Years Experience<br>1<br>$4.5 bn+<br>of equity capital<br>Commitments(1)<br>19 Active / 44 Realized<br>investments in energy infrastructure<br>across North America<br>$1.96 bn+<br>assets under<br>Management(1)<br>Relationship with<br>Salient Capital Advisors 2<br>25+ Years<br>of operation<br>Energy Infrastructure<br>opportunities with strong business<br>fundamentals<br>8 Funds<br>successfully closed<br>since inception<br>207%<br>return on cumulative<br>capital invested(1)(2)<br>28.5% IRR<br>gross return over<br>all realizations(1)(2)<br>ESGEN Has Strong Investor Support Across the Board<br>ESGEN is sponsored by Energy Spectrum, a tenured and reputable firm, and has a strategic relationship with Salient Capital<br>Advisors, an experienced public and PIPE investor in the energy space<br>(1) As of September 30. 2021.<br>(2) These figures are cumulative with respect to Energy Spectrum Partners LP through ESP VIII, fully realized on a gross basis and do not represent the<br>performance of any individual fund managed by Energy Spectrum. For additional information, please refer to the Disclaimer statements on page 1. 5<br>Successful IPO Process in a<br>Challenging Environment 3<br>Long-Standing, Reputable<br>Public Investor<br>properly aligned with ESGEN in the pursuit of<br>a successful business combination<br>Historical Track Record<br>$70MM currently in PIPE investments in 2021 with additional<br>prior history of PIPE investments in energy infrastructure<br>Renewable Energy<br>Previous wind and biomass investments<br>Upsized IPO<br>~40% upsized<br>($200MM to $276MM)<br>Diverse<br>Investor Base<br>100+ Institutional Investors<br>Long Term<br>Investors<br>~35% of the book<br>High<br>Conversion<br>Rate<br>~92% conversion rate<br>$282MM<br>Cash in Trust<br>1/2 Warrant<br>1 share of Class A Common<br>Stock + ½ Redeemable<br>Warrant<br>Attractive Terms 4<br>$10.21 Unit<br>Price<br>As of 11/11/2021<br>1
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ESGEN Has A High Level of Visibility Towards a Successful Close<br>SPAC Trust<br>Energy<br>Spectrum<br>Participation<br>Up to $40mm Potential Capital<br>from Long-Term<br>Investor<br>Relationships<br>Energy Spectrum<br>closed its<br>$969mm 8th fund<br>in May 2020<br>with 82 LPs<br>$282mm(1)<br>~35%(2) of the<br>IPO proceeds<br>allocated to<br>long-term<br>fundamental<br>investors<br>Visible PIPE /<br>Structured<br>Financing Universe<br>$100-300mm<br>ESGEN has a<br>deep network of<br>strategic<br>relationships<br>across the<br>energy and<br>infrastructure<br>arena<br>$432-$632mm<br>+ +<br>=<br>Salient Capital<br>Advisors<br>Participation<br>Up to $10mm<br>Salient Capital<br>Advisors has a<br>track record of<br>being a PIPE<br>investor in the<br>energy space<br>+<br>(1) Assumes no redemptions<br>(2) As of closing of initial public offering on 10/22/21 6<br>2
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ESGEN Has Differentiated Combination of Operational, Investment and<br>Transactional “Know How”<br>Formed in 2021, ESGEN Acquisition Corp (“ESGEN”) is a sustainability-oriented public investment vehicle providing growth<br>capital for clean energy and carbon mitigation businesses with proven technologies and sound business models<br>1<br>2<br>Founder Focused<br>ESGEN is made up of business entrepreneurs<br>who have built and exited multiple companies<br>from the ground-up and have significant<br>operational and transactional experience across<br>the energy transition landscape<br>A+ Network<br>Far-reaching network of relationships with:<br>1) Accomplished sector thought leaders,<br>entrepreneurs, and CEOs<br>2) Leading institutional investors and<br>investment managers who are committed to the<br>Energy Transition space<br>3<br>4<br> • The ESGEN team has significant pre-IPO<br>experience, a wide network in the public arena, and<br>has prepared multiple companies to go public<br> • Track record of financing growth at company level<br>and structured financing into assets/projects<br>ESGEN Value-Add Spans<br>Full Life Cycle of Target<br> • Provide guidance and support post-transaction<br> • Develop and refine, with executive management,<br>company strategy for success as a public company<br> • Utilize existing 3rd party relationships for capital raises<br>and business development efforts, as appropriate<br>7<br>Solution Oriented<br>3
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Business<br>Combination<br> • Utilize ESGEN structured transactional experience to alleviate pressures on target management team<br> • Collaborate with management on best practices (e.g. governance, strategy, financing, investment, personnel, etc.)<br> • Utilize broad investor network to ensure surety of capital quantum to target<br>Long-Term<br>Value Creation<br> • Supplement business growth with an established track record of building profitability<br> • Utilize existing 3rd party relationships for capital raises and business development efforts, as appropriate<br> • Align economic interests via significant equity investment<br>Operational<br>Experience<br> • Capitalize on operational experience to guide the target business<br> • Assist management with post-merger transition and operations as a public company<br> • Develop and refine, with executive management, company strategy for success as a public company<br>ESGEN Provides Long-Term Business and Capital Solution Partnership<br>Investment Stage ESGEN’s Value-Add<br>ESGEN’s value-add spans the life cycle of the investment target<br>8<br>4
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Strategic Options for a CEO<br>Initial Public Offering (IPO)<br> • Established mechanism to raise<br>primary capital for a Company<br> • Often guarantees the sale of a<br>certain amount of stock BUT<br>valuation subject to change based<br>on investor demand at pricing<br> • Requires extensive SEC level<br>disclosure and SEC review<br> • Ultimate ability to consummate IPO<br>depends on market conditions<br> • 12-18 month process to gain trust of<br>investors and prep company<br>Private Funding Round<br> • Market driven price discovery via<br>either venture capital or late-stage<br>growth investors<br> • Investors in this space place<br>pressures on the Company to<br>monetize<br> • Crowded space makes it difficult to<br>find quality investors<br> • Adds complexity to<br>ownership/capital structure<br> • Takes significant time from<br>Management<br>SPAC<br> • Positioning: unlike traditional IPOs,<br>companies can negotiate the terms<br>and valuation of their public offering,<br>giving employees and stakeholders<br>more certainty via a fixed price<br> • Speed: SPAC merger process<br>typically takes 3-4 months, much<br>shorter than a traditional IPO which<br>can take 12-18 months<br> • Strategic partnership: ESGEN offers<br>experienced leadership which can<br>be used for guidance post close<br> • Broad range of Use of Proceeds<br>9<br> ©<br><br>BL<br>A<br>C<br>K<br> +<br><br>GR<br>A<br>Y<br><br>STUDI<br>O<br>,<br>2020
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Contact Information<br> ©<br><br>BL<br>A<br>C<br>K<br> +<br><br>GR<br>A<br>Y<br><br>STUDI<br>O<br>,<br>2020<br>ESGEN is paving the way to a future<br>where clean energy fuels daily life<br>and powers progress<br>10<br>Andrejka Bernatova<br>CEO<br>andrejka.bernatova@esgen-spac.com<br>Nader Daylami<br>CFO<br>nader@esgen-spac.com<br>www.esgen-spac.com
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Appendix
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ESGEN is Favorably Positioned Among Decarbonization-Focused SPACs<br>Backed by a Leading<br>Venture Capital Firm<br> • Energy Spectrum has a 25 year<br>track record through a variety of<br>economic and commodity cycles<br> • Raised over $4.5 billion(1) in<br>institutional equity capital to invest<br>in opportunities across 63<br>investment platforms<br> • Flexible, high-integrity partner<br>investing across the energy and<br>infrastructure ecosystems with<br>track record of partnerships with<br>some of the industry’s most<br>successful ventures<br> • Far reaching industry network and<br>well-positioned senior advisors<br> • Currently manages more than $1.9<br>billion of assets under<br>management<br>Deep Energy Investing and<br>Operational Experience<br> • Management team led by Andrea<br>(“Andrejka”) Bernatova, who<br>possesses long-standing,<br>transactional, investment and<br>operational experience, and has<br>relationships across public,<br>private and venture markets<br>across the energy and infrastructure<br>industries<br> • Members of the board provide a<br>depth of experience and business<br>relationships in the energy and<br>infrastructure space. Deep<br>knowledge of structuring, financing<br>and investing in energy and<br>infrastructure opportunities paired<br>with strategic relationships present<br>the Company with a differentiated<br>approach to value creation<br>Experienced Early Mover<br> • Energy Spectrum was one of the<br>first venture capital firms to focus<br>on midstream energy infrastructure<br> • The board, management and<br>Energy Spectrum have extensive<br>backgrounds in building targeted<br>assets into successful large-scale<br>businesses<br> • The leadership team has extensive<br>experience in leading post-<br>acquisition value creation<br>initiatives as well as public<br>companies from initial IPO to<br>mature public companies<br>Thought Leader in<br>Disruptive Decarbonization<br> • Management and the Board have<br>extensive experience across the<br>energy ecosystem, including<br>midstream, energy transition, oil<br>and gas, renewable energy and<br>conventional power<br> • Our breadth of experience across<br>a wide range of energy and<br>infrastructure sub-segments<br>establishes us as a thought leader<br>in the Disruptive Decarbonization<br>space, well positioned to be a<br>preferred partner for a business<br>combination<br>(1) As of August 2021.
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Potential Areas of Focus – Disruptive Decarbonization<br> ©<br><br>BL<br>A<br>C<br>K<br> +<br><br>GR<br>A<br>Y<br><br>STUDI<br>O<br>,<br>2020<br>Increased demand for<br>electricity will require<br>innovation in battery storage<br>solutions, hydrogen powered<br>fuel-cells and renewable fuels<br>Integral to meeting the Paris<br>Agreement and represents a<br>key contributor in reducing<br>global greenhouse gas<br>emissions<br>Electricity generation will need to<br>supply almost half of total energy<br>consumption by 2040, which will<br>require enhanced infrastructure to<br>create reliable supply and distribution<br>Source: International Energy Agency (IEA): Net Zero by 2050.<br>Distributed<br>Energy<br>Energy<br>Storage<br>Energy as a<br>Service<br>Behind the Meter<br>Technology &<br>Infrastructure<br>Smart Grid<br>Technology &<br>Infrastructure<br>Grid Modernization<br>Infrastructure and<br>Services<br>Resilience<br>Fuel Efficiency<br>Advanced<br>Transportation<br>Battery and<br>Fuel Cells<br>Renewable<br>Natural Gas<br>Bio-Diesel Renewable<br>Hydrogen<br>Other “Negative<br>Emissions” Technology<br>and Infrastructure<br>Sustainable<br>Agriculture<br>Environmental<br>Impact Mitigation<br>and Carbon<br>Sequestration<br>Waste to Fuel<br>We define "Disruptive Decarbonization" as innovations in energy and infrastructure ecosystems that will change the current<br>energy landscape and accelerate the shift towards a low-carbon sustainable future.<br>Over $100 trillion of green infrastructure<br>investment could be needed to achieve global<br>net-zero carbon emissions by 2050, presenting<br>a large and highly-fragmented opportunity set.
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Target Evaluation Criteria<br>At an Inflection Point and<br>Requires Expertise Positive ESG Impact<br>Sustainable Growth<br>Prospects and Need for<br>Sophisticated Capital<br>Fundamentally Sound<br>Existing Business,<br>Prepared for Growth<br>Differentiated Tech, Proven<br>Operations and Attractive<br>Market Dynamics<br>Our business strategy is to identify, acquire and maximize the value of a business in the energy and infrastructure sector focused<br>on Disruptive Decarbonization that meets the following criteria:
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Chairman of the<br>Board of Directors<br> • Founding partner of<br>Energy Spectrum<br> • ~37 years of venture<br>capital and private equity,<br>investment banking,<br>financial advisory and<br>commercial banking<br>experience<br>ESGEN Board of Directors<br>James P. Benson Michael C. Mayon<br>Board Member<br> • Partner at Energy<br>Spectrum<br> • Director on the boards of<br>eight active Energy<br>Spectrum portfolio<br>companies<br>Sanjay Bishnoi<br>Board Member<br> • Senior Vice President and<br>CFO of Enerflex<br> • Over 20 years of financial<br>and leadership experience<br>Larry L. Helm<br>Board Member<br> • Executive Chair of Texas<br>Capital Bancshares, Inc.<br> • Served as interim<br>President and CEO of<br>Texas Capital Bank, N.A.<br>and Texas Capital<br>Bancshares, Inc.<br>Mark M. Jacobs<br>Board Member<br> • Former CEO and<br>President of Reliant<br>Energy<br> • More than 30 years of<br>executive management,<br>operations and investment<br>banking experience<br>CEO, Board Member<br> • Served as CFO and Senior<br>Advisor of Enchanted<br>Rock Energy<br> • Served as CFO of<br>Goodnight Midstream<br> • Co-founder, EVP and CFO<br>of Core Midstream<br>Andrea “Andrejka”<br>Bernatova
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ESGEN Dedicated Management Team<br>Andrejka Bernatova<br>CEO, Board Member<br>Nader Daylami<br>CFO<br>CFO /<br>Microgrid<br>Principal Investing /<br>Energy Transition<br>Public Company /<br>Infrastructure<br>Investment<br>Banking<br>Principal Investing /<br>Energy Transition<br>Strategy /<br>Finance<br>Finance /<br>Operations Water /<br>Environmental<br>The core ESGEN team consists of dedicated management as well as experienced Energy Spectrum team members, all aligned<br>to deliver a successful outcome.<br>James P. Benson<br>Founding Partner<br>Michael C. Mayon<br>Partner<br>Mark S. Honeybone<br>Partner<br>Michael P. Mitchell<br>Vice President<br>Relevant Experience Relevant Experience<br>Principal<br>Investing<br>Investment<br>Banking<br>Energy<br>Spectrum<br>Team<br>Relationship<br>with Salient<br>Capital<br>Advisors<br>ESGEN relationship with<br>further differentiates the platform<br> Experienced SPAC IPO and<br>PIPE investor<br> Enhances ESGEN network<br>of relationships<br> Leading energy-focused<br>public investor<br> $4bn of assets under<br>management
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Electricity and Required Infrastructure Will Play a Significant Role Clean Energy Investment in the Net Zero Pathway, 2016-2050<br>Source: International Energy Agency (IEA): Net Zero by 2050.<br>Significant Investment Required for Decarbonization<br>Electricity Generation by Technology, 2019-2050<br>Electric car sales in the net<br>zero pathway, 2020-2030<br>Capacity additions of solar PV and wind in<br>the net zero pathway, 2020-2030<br>3<br>56<br>0<br>10<br>20<br>30<br>40<br>50<br>60<br>2020 2030<br>mm<br>Electric Car Sales<br>0.2 0.1 0.4<br>1.6<br>1.1 0.3<br>0.9<br>0.8<br>0.5<br>1.7<br>2.1<br>1.2<br>4.4<br>4.1<br>0<br>1<br>2<br>3<br>4<br>5<br>2016-20 2030 2050<br>$tn<br>Low-Emissions Fuels Electricity Generation Energy Infrastructure End-Use<br>135<br>633<br>114<br>390<br>249<br>1023<br>0<br>200<br>400<br>600<br>800<br>1,000<br>1,200<br>2020 2030<br>GW<br>Solar PV Wind<br>0<br>20000<br>40000<br>60000<br>80000<br>2019 2030 2040 2050<br>TWh<br>Oil Products Natural Gas Coal Fossil Hydrogen Nuclear Other Hydro Wind Solar PV<br>Energy transition investment required to meet emissions reductions is estimated at ~$4 trillion per year over the next three<br>decades, up from ~$1 trillion in 2020.
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Unprecedented Opportunity in “Disruptive Decarbonization”<br>A unique opportunity to identify and support Disruptive Decarbonization<br>Proliferation of Innovation<br>Across the Energy Ecosystem<br>Supply Side Innovation that is Now Sustainable<br>Renewable Energy Solutions<br>Become Competitive as Costs Decrease<br>Long-term Government Commitments<br>Provide Additional Certainty and Support<br>Global Demand to Support that Innovation<br>Institutional Support for Decarbonization<br>Across Government, Consumers and Industry<br>Increased Need for Electricity<br>as a Result of Decarbonization Demand<br>CO2<br>New Infrastructure for Increased<br>Electricity and Other Decarbonization Initiatives<br>$<br>Over $100 trillion of green infrastructure investment could be needed to achieve global net-zero carbon emissions by 2050,<br>presenting a large and highly-fragmented opportunity set.
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Distributed<br>Energy<br>Energy<br>Storage<br>Energy Efficiency and Resource Management<br> • In 2020, over $500bn of capital was spent worldwide on renewable power,<br>electric vehicles and other technologies to reduce the global energy<br>system’s dependence on fossil fuels(1)<br> • Renewables are expected to account for 70-90% of total global power<br>capacity increases in both 2021 and 2022(2)<br> • $13.8bn projected annual smart grid investments in 2024 with further<br>potential depending on electric vehicle adoption and other initiatives(3)<br> • The US Energy storage market is expected to expand from an annual<br>deployment of 523 MW in 2019 to 7.3 GW in 2025(4)<br> • Despite the pandemic, battery storage investment increased in 2020 over<br>20% to $5.5bn(5)<br>Energy Efficiency and<br>Resource Management<br>Energy as a<br>Service<br>Behind the Meter<br>Technology and<br>Infrastructure<br>Energy Efficiency<br>and Smart Grid<br>Technology and<br>Infrastructure<br>Grid Modernization<br>Infrastructure and<br>Services<br>Resilience<br>(1) Bloomberg Finance L.P.<br>(2) IEA: Renewable Energy Market Update.<br>(3) US Department of Energy: Smart Grid System Report.<br>(4) Wood Mackenzie.<br>(5) IEA: World Energy Investment 2021.<br>Fuel Efficiency<br>Electricity generation will need to supply almost half of total energy consumption<br>by 2040, which will require enhanced infrastructure to create a reliable supply<br>and distribution.
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Electrification, Clean Fuel Production and<br>Transportation<br> • Consumer spending on Electric Vehicles was over $125bn in 2020. It is<br>expected to rise from 5% of global car sales to more than 60% in 2030(1)<br> • Transport efficiency investments were ~$50bn in 2020(2)<br> • Global hydrogen market of potentially $300bn per year by 2050 is currently<br>almost exclusively supplied by fossil fuels, providing an opportunity for clean<br>hydrogen technology that does not initially require new transmission and<br>distribution infrastructure(3) (4)<br> • Low-emission fuels will remain an important part of the portfolio for markets<br>where electricity cannot be leveraged like shipping<br> • Investment in biofuel projects totaled over $8bn in 2020. Transport biofuel<br>production is forecasted to expand ~7% in 2022(2) (5)<br>Increased demand for electricity will require innovation in battery storage<br>solutions, hydrogen powered fuel-cells and renewable fuels.<br>Electrification, Clean Fuel<br>Production and Transportation<br>Advanced<br>Transportation<br>Battery and<br>Fuel Cells<br>Renewable<br>Natural Gas<br>Bio-Diesel<br>Renewable<br>Hydrogen<br>(1) IEA: Global Electric Vehicle Outlook.<br>(2) IEA: World Energy Investment 2021.<br>(3) IEA: The Future of Hydrogen.<br>(4) Strategy& (PwC): The Dawn of Green Hydrogen.<br>(5) IEA: Renewable Energy Market Update.
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Environmental Impact Mitigation and Carbon<br>Sequestration<br>Integral to meeting the Paris Agreement and represents a key contributor in<br>reducing global greenhouse gas emissions.<br>Other “Negative Emissions”<br>Technology<br>and Infrastructure<br>Sustainable<br>Agriculture<br>Environmental Impact Mitigation<br>and Carbon Sequestration<br>Waste to Fuel<br>Environmental Impact Mitigation<br>and Carbon Sequestration<br> • >110 Countries have pledged carbon neutrality by 2050(1)<br> • According to the Center for Climate and Energy Solutions, carbon capture<br>technologies can achieve 14% of the global greenhouse gas emissions<br>reductions needed by 2050(2)<br> • By 2040 the total addressable market for carbon offsets could be >$2tn,<br>implying the carbon offset market would be >$200bn per year(3)<br> • From the start of 2020 to early May 2021, governments and industry<br>pledged more than USD $12bn to CCUS projects and programs(4)<br> • Renewable diesel production capacity is expected to double in the next two<br>years, significantly expanding the capability of producing biofuels from<br>waste and residue feedstocks(5)<br>(1) United Nations.<br>(2) Center for Climate and Energy Solutions.<br>(3) Exxon 2021 Investor Day - 3/3/2021.<br>(4) IEA: World Energy Investment 2021.<br>(5) IEA: Renewable Energy Market Update.
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