Statement of Ownership (sc 13g)
February 09 2022 - 4:58PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
ESGEN
Acquisition Corporation
(Name of Issuer)
Class A
ordinary shares, par value $0.0001 per share
(Title of Class of Securities)
G3R95N103
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the Appropriate Box to Designate the Rule Pursuant to Which
this Schedule Is Filed:
* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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1.
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Names of Reporting Persons
ESGEN LLC
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2.
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Check The Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b)
¨
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of Shares
Beneficially Owned
By Each Reporting
Person With
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5.
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Sole Voting Power
16,859,077(1)
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
16,859,077(1)
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
16,859,077(1)
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10.
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
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11.
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Percent of Class Represented By Amount in Row (9)
37.9%(2)
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12.
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Type of Reporting Person (See Instructions)
OO
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(1) Represents
16,859,077 Class A ordinary shares acquirable by the Reporting Person in respect of (i) 5,619,077 Class B
ordinary shares, par value $0.0001 per share (“Class B Shares”), convertible
one-for-one into the Issuer’s Class A ordinary shares and (ii) 11,240,000 private placement warrants to acquire
Class A ordinary shares upon payment of $11.50 per share (“Private Placement Warrants”), commencing 30 days after completion
of the Issuer’s initial business combination.
(2) Calculated
based on (i) 27,600,000 Class A ordinary shares outstanding as of December 3, 2021
as reported on the Issuer’s Form 10-Q, filed on December 3, 2021, and (ii) 16,859,077 Class A ordinary shares
issuable in connection with the Class B Shares and Private Placement Warrants.
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Item 1(a).
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Name of Issuer
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ESGEN Acquisition Corporation
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Item 1(b).
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Address of the Issuer’s Principal Executive Offices
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5956 Sherry Lane, Suite 1400
Dallas, TX 75225
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Item 2(a).
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Names of Persons Filing
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This statement is filed by the ESGEN LLC, referred to herein as the “Reporting Person.”
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Item 2(b).
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Address of the Principal Business Office, or if none, Residence:
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5956 Sherry Lane, Suite 1400
Dallas, TX 75225
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Item 2(c).
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Citizenship
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See response to Item 4 on the cover page.
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Item 2(d).
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Title of Class of Securities
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Class A ordinary shares, par value $0.0001 per share.
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Item 2(e).
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CUSIP Number
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G3R95N103
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Item 3.
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):
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Not Applicable.
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Item 4.
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Ownership
(a) Amount
beneficially owned:
See response to Item 9 on the cover page.
(b) Percent
of Class:
See response to Item 11 on the cover page.
(c) Number
of shares as to which the Reporting Person has:
(i) Sole
power to vote or to direct the vote:
See
response to Item 5 on the cover page.
(ii) Shared
power to vote or to direct the vote:
See
response to Item 6 on the cover page.
(iii) Sole
power to dispose or to direct the disposition of:
See
response to Item 7 on the cover page.
(iv) Shared
power to dispose or to direct the disposition of:
See
response to Item 8 on the cover page.
The
securities reported herein are held by ESGEN LLC (the "Sponsor"). Andrejka Bernatova, Michael C. Mayon and James P. Benson control the Sponsor as members of its board
of managers and therefore have voting and investment discretion with respect to, and may be deemed to have beneficial ownership of, the
securities held directly by the Sponsor. This Statement shall not be construed as an admission that the Reporting Person or any individual
member of its board of managers is, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner
of any securities covered by this Statement.
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Item 5.
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Ownership of Five Percent or Less of a Class
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Not Applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not Applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group
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Not Applicable.
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Item 9.
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Notice of Dissolution of Group
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Not Applicable.
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Item 10.
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Certification
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Not Applicable.
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SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 9, 2022
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ESGEN LLC
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/s/ James P. Benson
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Name:
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James P. Benson
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Title:
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Authorized Signatory
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