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ESGEN Acquisition Corp - ESAC

  • Commons

    $9.90

    +0.00%

    ESAC Vol: 0.0

  • Warrants

    $0.35

    -18.55%

    ESACW Vol: 41.3K

  • Units

    $10.13

    +0.00%

    ESACU Vol: 0.0

Average: 0
Rating Count: 0
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SPAC Stats

Market Cap: 0.0
Average Volume: 0.0
52W Range: $9.85 - $10.19
Weekly %: +3.45%
Monthly %: +3.45%
Inst Owners: 0

Info

Target: Searching
Days Since IPO: 96
Unit composition:
Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-half of one redeemable warrant
Trust Size: 20000000.0M

Management

Our officers, directors and director nominees are as follows: Name ​ ​ Age ​ ​ Position ​ Andrea Bernatova ​ ​ ​ ​ 39 ​ ​ ​ Chief Executive Officer and Director ​ Nader Daylami ​ ​ ​ ​ 33 ​ ​ ​ Chief Financial Officer ​ James P Benson ​ ​ ​ ​ 61 ​ ​ ​ Director (Chairman) ​ Michael C. Mayon ​ ​ ​ ​ 40 ​ ​ ​ Director ​ Sanjay Bishnoi ​ ​ ​ ​ 47 ​ ​ ​ Director ​ Larry L. Helm ​ ​ ​ ​ 73 ​ ​ ​ Director ​ Mark M. Jacobs ​ ​ ​ ​ 59 ​ ​ ​ Director ​ Andrea (“Andrejka”) Bernatova serves as our Chief Executive Officer and as a member of the board of directors. Ms. Bernatova served as the CFO and Senior Advisor of Enchanted Rock Energy, a blue-chip resiliency microgrid company from 2019 to 2021. From 2018 to 2019, she was the CFO of Goodnight Midstream, one of the largest midstream water infrastructure companies in the US. Prior to Goodnight, Ms. Bernatova was the co-founder, EVP and CFO of Core Midstream, a venture infrastructure platform, from 2016 to 2018. Ms. Bernatova started her corporate career as the Vice President of Finance and Investor Relations at PennTex Midstream Partners (NA: PTXP) from 2014 to 2016. At PennTex, she was part of the management team which started the company, grew the platform significantly ultimately leading to an IPO in 2015 and successfully exited the company via a sale to Energy Transfer Partners, L.P. (NYSE: ET) and Eagle Claw Midstream in 2016. Prior to her corporate and entrepreneurial experiences, Ms. Bernatova was an investment banker at Morgan Stanley and Credit Suisse in New York and Houston and served in investment roles at The Blackstone Group in New York and at Mubadala Development Company, ~$250B Abu Dhabi investment fund, based in the United Arab Emirates, where she focused primarily on transactions in the renewable sector under the partnership with Masdar. Ms. Bernatova received her A.B. in Government from Harvard University with a Citation in Spanish. Due to her extensive operational and leadership experience in the energy industry, we believe Ms. Bernatova is well-qualified to serve on our board of directors. Nader Daylami serves as our Chief Financial Officer. Prior to joining the Company, Mr. Daylami served as the Executive Vice President, Finance & Business Development, of Bruin E&P Partners, LLC (“Bruin”), an energy development company focused in North America. Mr. Daylami co-founded Bruin in 2015, joining as Director of Finance. At Bruin, he and the management team grew the company significantly via acquisition and organic growth ultimately leading to an exit via a sale to Enerplus Corporation (NYSE: ERF) in 2021. Prior to his time at Bruin, Mr. Daylami served in multiple strategic and commercial roles at Ursa Resources. Mr. Daylami began his career as an investment banker at Morgan Stanley focused on mergers and acquisitions and capital markets in the energy sector. Mr. Daylami holds bachelor degrees in Economics & Mathematics from the University of California, San Diego. James P. Benson serves as the Chairman of our board of directors. Mr. Benson is a founding partner of Energy Spectrum, where he oversees Energy Spectrum’s efforts in sourcing investments, transaction evaluation, negotiation, executing and financing, monitoring of portfolio companies and the firm’s management and strategy. With approximately 37 years of venture capital and private equity, investment banking, financial advisory and commercial banking experience, Mr. Benson brings extensive relationships and his network across the energy industry to the Company. Mr. Benson currently serves as a director on the boards of multiple Energy Spectrum portfolio companies and has been on two public boards in the past. Additionally, Mr. Benson is a director on the board of Warrior Technologies Acquisition Company (“WARR”), a blank check company organized in February 2021 to pursue a potential business combination with a target in the environmental services sector that has strong environmental, social and governance practices. Prior to co-founding Energy Spectrum in 1996, Mr. Benson served for 10 years as a Managing Director at R. Reid Investments Inc., where his experience included energy-related private placements of debt and equity, acquisitions and divestitures. Mr. Benson began his career at InterFirst Bank Dallas, where he served for four years and was responsible for various energy financings and financial recapitalizations. Mr. Benson 121 TABLE OF CONTENTS received his Bachelor of Science degree from the University of Kansas and his Master of Business Administration degree in Finance from Texas Christian University. Due to his extensive investment experience in the energy industry, we believe Mr. Benson is well-qualified to serve on our board of directors. Michael C. Mayon serves as a member of our board of directors. Mr. Mayon is a Partner at Energy Spectrum, where he is responsible for leading investment sourcing, conducting financial and strategic due diligence and monitoring portfolio company performance. Currently, Mr. Mayon serves as a director on the boards of eight active Energy Spectrum portfolio companies. Prior to joining Energy Spectrum, Mr. Mayon was an Associate with Key Principal Partners, a private equity fund that provides mezzanine and equity capital to middle market companies. Mr. Mayon began his career as an investment banker with Banc of America Securities and Growth Capital Partners. Mr. Mayon received his Bachelor of Business Administration in Finance and Bachelor of Arts in Biological Sciences degrees from Southern Methodist University, and his Master of Business Administration degree from the Wharton School of the University of Pennsylvania. Due to his extensive investment experience in the energy industry, we believe Mr. Mayon is well-qualified to serve on our board of directors. Sanjay Bishnoi has agreed to serve as a member of our board of directors. Mr. Bishnoi is a Senior Vice President and Chief Financial Officer of Enerflex Ltd. (TSX: EFX), where he oversees all aspects of Enerflex’s financial affairs, including reporting, compliance, treasury, corporate governance and capital market activity, in addition to guiding the strategy and investor relations functions. Mr. Bishnoi brings over 20 years of financial and leadership experience within the energy and professional services sectors, with deep capabilities in North American energy infrastructure. Mr. Bishnoi joined Enerflex from Caprock Midstream, a privately owned natural gas, crude oil and water oriented midstream venture based in Houston, TX sponsored by Energy Spectrum. Mr. Bishnoi was the Co-Founder and Chief Financial Officer for approximately five years prior to the company’s sale. Mr. Bishnoi’s prior experience includes GE Corporate Ventures (Managing Director) and GE Energy Financial Services’ Natural Resources platform (Vice President), as well as financial and operational roles with The Dow Chemical Company, El Paso Corporation, The Boston Consulting Group and Imperial Oil Resources. Mr. Bishnoi received a Bachelor of Science in Chemical and Petroleum Engineering from the University of Calgary, a Ph.D in Chemical Engineering from the University of Texas at Austin and a M.B.A. from the University of Chicago, Booth School of Business. Due to his extensive operational and leadership experience in the energy industry, we believe Mr. Bishnoi is well-qualified to serve on our board of directors. Larry L. Helm has agreed to serve as a member of our board of directors. Mr. Helm currently serves as executive chair of Texas Capital Bancshares, Inc. (NASDAQ: TCBI). He served as interim President and Chief Executive Officer of Texas Capital Bank, N.A. and Texas Capital Bancshares, Inc., from May 2020 to January 2021, and has been chairman of the board of directors for Texas Capital Bancshares, Inc. since 2012 and a director since 2006 until his appointment as chairman. From 2016 to 2020, Mr. Helm served as a senior advisor at Accelerate Resources, a data-driven energy company engaged in the development and production of oil and gas assets. Mr. Helm’s prior experience includes executive management roles with Halcón Resources Corporation (now Battalion Oil Corporation) and Petrohawk Energy Corporation as well as 30+ years of middle market energy lending with Bank One Corporation and InterFirst Bank. Halcón Resources Corporation filed for bankruptcy in 2016. Mr. Helm received a Bachelor of Science in Business Administration from Trinity University and a M.B.A. in Banking and Finance from the University of North Texas. Due to his extensive operational and leadership experience in the energy industry, we believe Mr. Helm is well-qualified to serve on our board of directors. Mark M. Jacobs has agreed to serve as a member of our board of directors. Mr. Jacobs brings more than 30 years of executive management, operations and investment banking experience across multiple segments within the broader energy industry. Since his retirement, Mr. Jacobs has served as an independent outside consultant serving the energy industry and privately-held entities undertaking a change in control as well as serving as board chair for a number of nonprofit organizations. Mr. Jacobs previously served as CEO, President and Director of Reliant Energy, a publicly-traded, Fortune 500 energy company. During Mr. Jacobs tenure, he led the company through a series of crises including the impact of Hurricane Ike and the financial market crisis in 2008. He initiated and negotiated a merger-of-equals with Mirant Corporation to form GenOn Energy in 2010 where he served as President, Chief Operating Officer and a Director of the largest competitive generator in the U.S. Mr. Jacobs was originally recruited to Reliant Energy 122 TABLE OF CONTENTS in 2002 to serve as Chief Financial Officer. In that role, Mr. Jacobs brokered a landmark $6.2B debt restructuring transaction, leading the company away from a potential bankruptcy filing and repositioned the company to compete in the emerging competitive electricity market. Prior to Reliant Energy, Mr. Jacobs served as a Managing Director within the Natural Resources Group and Mergers & Acquisitions Department at Goldman Sachs & Co. where he provided strategic advice for large public and private corporations related to M&A and capital markets. Mr. Jacobs received a B.B.A. from Southern Methodist University and a Master of Management from the J.L. Kellogg Graduate School of Management at Northwestern University. Due to his extensive operational and leadership experience in the energy industry, we believe Mr. Jacobs is well-qualified to serve on our board of directors. Number and Terms of Office of Officers and Directors Our board of directors is divided into three classes, with only one class of directors being elected in each year, and with each class (except for those directors appointed prior to our first annual meeting of shareholders) serving a three-year term. In accordance with the Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on the Nasdaq. The term of office of the first class of directors, consisting of Messrs. Bishnoi and Mayon, will expire at our first annual meeting of shareholders. The term of office of the second class of directors, consisting of Messrs. Helm and Benson, will expire at our second annual meeting of shareholders. The term of office of the third class of directors, consisting of Mr. Jacobs Ms. Bernatova, will expire at our third annual meeting of shareholders. Prior to our initial business combination, only holders of our founder shares will have the right to vote on the election of directors. Holders of our public shares will not be entitled to vote on the election of directors during such time. In addition, prior to the completion of an initial business combination, holders of our founder shares may by ordinary resolution as a matter of Cayman Islands law remove a member of the board of directors for any reason. Incumbent directors shall also have the ability to appoint additional directors or to appoint replacement directors in the event of a casual vacancy. Pursuant to an agreement to be entered into on or prior to the closing of this offering, our sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three individuals for election to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights agreement. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association will provide that our officers may consist of one or more chairperson of the board, chief executive officer, president, chief financial officer, vice presidents, secretary, treasurer and such other offices as may be determined by the board of directors. Director Independence Nasdaq listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that Messrs. Bishnoi, Jacobs, Helm, Benson and Mayon are “independent directors” as defined in the Nasdaq listing standards. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Executive Officer and Director Compensation None of our officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on the Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we will reimburse an affiliate of our sponsor for office space, secretarial and administrative services provided to us in the amount of $10,000 123 TABLE OF CONTENTS per month. In addition, our sponsor, officers and directors, or their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, officers and directors, or their respective affiliates, prior to completion of our initial business combination. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. Committees of the Board of Directors Upon the effectiveness of the registration statement of which this prospectus forms a part, our board of directors will have three standing committees: an audit committee, a nominating committee and a compensation committee. Subject to phase-in rules and a limited exception, the rules of the Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Subject to phase-in rules and a limited exception, the rules of the Nasdaq require that the compensation committee and the nominating committee of a listed company be comprised solely of independent directors. Audit Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish an audit committee of the board of directors. Messrs. Bishnoi, Jacobs and Helm will serve as members of our audit committee. Our board of directors has determined that each of Messrs. Bishnoi, Jacobs and Helm are independent under the Nasdaq listing standards and applicable SEC rules. Mr. Bishnoi will serve as the Chairman of the audit committee. Under the Nasdaq listing standards and applicable SEC rules, all the directors on the audit committee must be independent. Each member of the audit committee is financially literate and our board of directors has determined that Mr. Bishnoi qualifies as an “audit committee financial expert” as defined in applicable SEC rules. 124 TABLE OF CONTENTS The audit committee is responsible for: • meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; ​ • monitoring the independence of the independent registered public accounting firm; ​ • verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; ​ • inquiring and discussing with management our compliance with applicable la

SEC Filings

Form Type Form Description Filing Date Document Link
8-K FORM 8-K 2021-12-13 https://www.sec.gov/Archives/edgar/data/1865506/000110465921148892/tm2134500d1_8k.htm
SC 13G FORM SC 13G 2021-12-10 https://www.sec.gov/Archives/edgar/data/1865506/000106299321012614/formsc13g.htm
10-Q FORM 10-Q 2021-12-03 https://www.sec.gov/Archives/edgar/data/1865506/000110465921146359/esac-20210930x10q.htm
8-K FORM 8-K 2021-11-12 https://www.sec.gov/Archives/edgar/data/1865506/000110465921138057/tm2132687d1_8k.htm
SC 13G ESGEN ACQUISITION CORPORATION 2021-11-01 https://www.sec.gov/Archives/edgar/data/1865506/000090266421004686/p21-2359sc13g.htm
SC 13G ESGEN ACQUISITION CORPORATION 2021-10-29 https://www.sec.gov/Archives/edgar/data/1865506/000090266421004665/p21-2352sc13g.htm
8-K FORM 8-K 2021-10-28 https://www.sec.gov/Archives/edgar/data/1865506/000110465921131036/tm2131212d1_8k.htm
8-K FORM 8-K 2021-10-25 https://www.sec.gov/Archives/edgar/data/1865506/000110465921129543/tm2119331d11_8k.htm
4 OWNERSHIP DOCUMENT 2021-10-22 https://www.sec.gov/Archives/edgar/data/1865506/000110465921128996/xslF345X03/tm2130025-12_4seq1.xml
4 OWNERSHIP DOCUMENT 2021-10-22 https://www.sec.gov/Archives/edgar/data/1865506/000110465921128993/xslF345X03/tm2130025-11_4seq1.xml
4 OWNERSHIP DOCUMENT 2021-10-22 https://www.sec.gov/Archives/edgar/data/1865506/000110465921128991/xslF345X03/tm2130025-10_4seq1.xml
4 OWNERSHIP DOCUMENT 2021-10-22 https://www.sec.gov/Archives/edgar/data/1865506/000110465921128987/xslF345X03/tm2130025-9_4.xml
424B4 424B4 2021-10-21 https://www.sec.gov/Archives/edgar/data/1865506/000110465921128540/tm2119331-4_424b4.htm
EFFECT 2021-10-19 https://www.sec.gov/Archives/edgar/data/1865506/999999999521003940/xslEFFECTX01/primary_doc.xml
S-1MEF S-1MEF 2021-10-19 https://www.sec.gov/Archives/edgar/data/1865506/000110465921127719/tm2119331d10_s1mef.htm
3 OWNERSHIP DOCUMENT 2021-10-19 https://www.sec.gov/Archives/edgar/data/1865506/000110465921127717/xslF345X02/tm2130025-8_3seq1.xml
3 OWNERSHIP DOCUMENT 2021-10-19 https://www.sec.gov/Archives/edgar/data/1865506/000110465921127716/xslF345X02/tm2130025-7_3seq1.xml
3 OWNERSHIP DOCUMENT 2021-10-19 https://www.sec.gov/Archives/edgar/data/1865506/000110465921127715/xslF345X02/tm2130025-6_3seq1.xml
3 OWNERSHIP DOCUMENT 2021-10-19 https://www.sec.gov/Archives/edgar/data/1865506/000110465921127714/xslF345X02/tm2130025-5_3seq1.xml
3 OWNERSHIP DOCUMENT 2021-10-19 https://www.sec.gov/Archives/edgar/data/1865506/000110465921127713/xslF345X02/tm2130025-4_3seq1.xml
3 OWNERSHIP DOCUMENT 2021-10-19 https://www.sec.gov/Archives/edgar/data/1865506/000110465921127712/xslF345X02/tm2130025-3_3seq1.xml
3 OWNERSHIP DOCUMENT 2021-10-19 https://www.sec.gov/Archives/edgar/data/1865506/000110465921127711/xslF345X02/tm2130025-2_3seq1.xml
3 OWNERSHIP DOCUMENT 2021-10-19 https://www.sec.gov/Archives/edgar/data/1865506/000110465921127709/xslF345X02/tm2130025-1_3seq1.xml
CERT 2021-10-19 https://www.sec.gov/Archives/edgar/data/1865506/000135445721001178/8A_Cert_ESAC.pdf
8-A12B FORM 8-A12B 2021-10-18 https://www.sec.gov/Archives/edgar/data/1865506/000110465921127191/tm2119331d9_8a12b.htm
CORRESP 2021-10-13 https://www.sec.gov/Archives/edgar/data/1865506/000110465921125945/filename1.htm
CORRESP 2021-10-13 https://www.sec.gov/Archives/edgar/data/1865506/000110465921125942/filename1.htm
S-1 S-1 2021-09-28 https://www.sec.gov/Archives/edgar/data/1865506/000110465921119872/tm2119331-2_s1.htm
UPLOAD 2021-06-28 https://www.sec.gov/Archives/edgar/data/1865506/000000000021007919/filename1.pdf
DRS 2021-06-21 https://www.sec.gov/Archives/edgar/data/1865506/000110465921083380/filename1.htm