ESGEN Acquisition Corp. (“ESGEN”), a
publicly-traded special purpose acquisition company, today
announced the completion of its business combination (the “Business
Combination”) with
Sunergy Renewables, LLC
(“Sunergy”), a leading Florida-based provider of residential solar
and energy efficiency solutions.
At the closing, ESGEN changed its name to “Zeo Energy Corp.”
(“Zeo”), and will be led by Sunergy’s senior management. The Board
of Directors of Zeo will include members from both Sunergy and
ESGEN. Commencing at the open of trading on March 14, 2024, Zeo’s
common stock and warrants are expected to trade on the Nasdaq
Capital Market under the new ticker symbols “ZEO” and “ZEOWW,”
respectively.
“Becoming a publicly traded company is an extraordinary
milestone for our employees, our shareholders, and for the
residential solar industry,” said Zeo CEO Tim Bridgewater. “We are
confident that this merger with ESGEN enables us to accelerate our
growth strategy, partner with industry players, and serve more
customers seeking renewable energy solutions to meet their power
and energy storage needs. We’ve worked hard to build our strong
financial performance track record in recent years and look forward
to delivering continued growth and profitability through Sunergy’s
approach to selling residential solar systems.”
“From the beginning, we set out to partner with a scalable and
profitable company dedicated to advancing the energy transition,”
said ESGEN CEO Andrejka Bernatova. “We’re confident that Tim and
the Sunergy team are the ideal partner, and that the combined
company will be attractively positioned in the secular shift
towards a distributed, decarbonized economy. We also focused on
building a supportive and cohesive investor base, and carefully
structured this transaction to best position the combined company
for growth and flexibility moving forward. We look forward to our
continued partnership working with Tim and his exceptional team in
their next chapter of growth.”
The transaction will result in gross proceeds of approximately
$18 million to Zeo. Funds from the transaction are expected to fund
Zeo’s operations and growth strategy and pay certain expenses
related to the Business Combination.
Nasdaq Opening Bell
CeremonyDate: Wednesday, March 13,
2024Location: New York, NYEvent
Details: Select members of Zeo’s leadership team will
join CEO Tim Bridgewater to ring the Nasdaq Opening Bell. The
ceremony will be held at the Nasdaq MarketSite in New York City and
will be webcast live starting at 3:45 p.m. ET and will be available
for replay via the following link: Livestream
For more information, please visit Zeo’s investor relations
website at investors.zeoenergy.com.
AdvisorsCohen & Company Capital Markets, a
division of J.V.B. Financial Group, LLC (“CCM”), served as
exclusive financial advisor and lead capital markets advisor to
ESGEN. Kirkland & Ellis LLP served as legal counsel to ESGEN.
Eversheds Sutherland (US) LLP and Ellenoff Grossman & Schole
LLP served as legal counsel to Sunergy.
About SunergySunergy is a Florida-based
regional provider of residential solar, distributed energy, and
energy efficiency solutions focused on high growth markets with
limited competitive saturation. With its differentiated sales
approach and vertically integrated offerings, Sunergy serves
customers who desire to reduce high energy bills and contribute to
a more sustainable future.
About ESGEN Acquisition Corp.ESGEN was a blank
check company formed for the purpose of effecting a merger, share
exchange, asset acquisition, share purchase, recapitalization,
reorganization, or similar business combination with one or more
businesses or entities. ESGEN was led by Chief Executive Officer,
Andrejka Bernatova and Chief Financial Officer, Nader Daylami, and
was affiliated with Energy Spectrum Capital, a Dallas-based private
investment firm with long-standing experience building companies
across the energy infrastructure landscape over multiple
decades.
Forward-Looking StatementsThis news release
contains forward-looking statements within the meaning of section
27A of the Securities Act of 1933, as amended (the “Securities
Act”), and Section 21E of the Exchange Act of 1934, as amended,
that are based on beliefs and assumptions and on information
currently available to Zeo, ESGEN and Sunergy. Forward-looking
statements include, but are not limited to, statements relating to
the listing and anticipated commencement of trading of Zeo and its
future operations, growth and financial results. The words
“anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,”
“project,” “estimate,” “expect,” “strategy,” “future,” “likely,”
“may,” “should,” “will” and similar references to future periods
may identify forward-looking statements, but the absence of these
words does not mean that a statement is not forward-looking.
Forward-looking statements may include, for example, statements
about the benefits of the Business Combination; the future
financial performance of Zeo following the Business Combination;
changes in Zeo’s strategy, future operations, financial position,
estimated revenues and losses, projected costs, prospects, the
ability to raise additional funds and plans and objectives of
management. These forward-looking statements are based on
information available as of the date of this news release, and
current expectations, forecasts and assumptions, and involve a
number of judgments, risks and uncertainties. Accordingly,
forward-looking statements should not be relied upon as
representing Zeo, ESGEN or Sunergy’s views as of any subsequent
date, and none of Zeo, ESGEN or Sunergy undertakes any obligation
to update forward-looking statements to reflect events or
circumstances after the date they were made, whether as a result of
new information, future events or otherwise, except as may be
required under applicable securities laws. You should not place
undue reliance on these forward-looking statements. As a result of
a number of known and unknown risks and uncertainties, Zeo, ESGEN
and Sunergy’s actual results or performance may be materially
different from those expressed or implied by these forward-looking
statements. Some factors that could cause actual results to differ
include: (i) the outcome of any legal proceedings that may be
instituted against Zeo, ESGEN, Sunergy or others following the
Business Combination; (ii) Zeo’s success in retaining or
recruiting, or changes required in, its officers, key employees or
directors following the Business Combination; (iii) Zeo’s ability
to maintain the listing of its common stock and warrants on the
Nasdaq following the Business Combination; (iv) the risk that the
Business Combination disrupts current plans and operations of Zeo;
(v) the ability to recognize the anticipated benefits of the
Business Combination; (vi) unexpected costs related to the Business
Combination; (vii) the management and board composition of Zeo
following the Business Combination; (viii) limited liquidity and
trading of Zeo’s securities; (ix) geopolitical risk and changes in
applicable laws or regulations; (x) the possibility that Zeo may be
adversely affected by other economic, business, and/or competitive
factors; (xi) operational risk; (xii) litigation and regulatory
enforcement risks, including the diversion of management time and
attention and the additional costs and demands on Zeo’s resources;
and (xiii) other risks and uncertainties, including those included
under the heading “Risk Factors” in the Registration Statement
filed by ESGEN with the SEC. In light of the significant
uncertainties in these forward-looking statements, you should not
regard these statements as a representation or warranty by Zeo,
ESGEN, Sunergy, their respective directors, officers or employees
or any other person that Zeo will achieve its objectives and plans
in any specified time frame, or at all. The forward-looking
statements in this news release represent the views of Zeo, ESGEN
and Sunergy as of the date of this news release. Subsequent events
and developments may cause that view to change. However, while Zeo,
ESGEN and Sunergy may elect to update these forward-looking
statements at some point in the future, there is no current
intention to do so, except to the extent required by applicable
law. You should, therefore, not rely on these forward-looking
statements as representing the views of Zeo, ESGEN or Sunergy as of
any date subsequent to the date of this news release.
Sunergy Contacts
For Investors:Cody Slach and Tom ColtonGateway
GroupZEO@gateway-grp.com
ESGEN Acquisition Corp. Contacts
For Media & Investors:
Nader Daylaminader@esgen-spac.com
ESGEN Acquisition (NASDAQ:ESAC)
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