Statement of Ownership (sc 13g)
12 April 2023 - 7:17PM
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 Corp
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G3R95N103
(CUSIP Number)
April 6, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d–1(b)
☒ Rule 13d–1(c)
☐ Rule 13d–1(d)
| * |
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 the disclosures provided in a prior cover page. |
The information required in 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).
CUSIP No. G3R95N103
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| (1) |
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Names of reporting persons
Sculptor Capital LP |
| (2) |
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Check the appropriate box
if a member of a group (see instructions)
☐ (a) ☒ (b) |
| (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
0 |
| |
(6) |
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Shared voting power
250,000 |
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(7) |
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Sole dispositive power
0 |
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(8) |
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Shared dispositive power
250,000 |
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| (9) |
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Aggregate amount beneficially owned by each reporting person
250,000 |
| (10) |
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Check if the aggregate
amount in Row (9) excludes certain shares (see instructions) |
| (11) |
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Percent of class
represented by amount in Row (9) 8.63% |
| (12) |
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Type of reporting person
(see instructions) IA |
CUSIP No. G3R95N103
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| (1) |
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Names of reporting persons
Sculptor Capital II LP |
| (2) |
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Check the appropriate box
if a member of a group (see instructions)
☐ (a) ☒ (b) |
| (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
0 |
| |
(6) |
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Shared voting power
250,000 |
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(7) |
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Sole dispositive power
0 |
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(8) |
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Shared dispositive power
250,000 |
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| (9) |
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Aggregate amount beneficially owned by each reporting person
250,000 |
| (10) |
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Check if the aggregate
amount in Row (9) excludes certain shares (see instructions) |
| (11) |
|
Percent of class
represented by amount in Row (9) 8.63% |
| (12) |
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Type of reporting person
(see instructions) IA |
CUSIP No. G3R95N103
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| (1) |
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Names of reporting persons
Sculptor Capital Holding Corp. |
| (2) |
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Check the appropriate box
if a member of a group (see instructions)
☐ (a) ☒ (b) |
| (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: |
|
(5) |
|
Sole voting power
0 |
| |
(6) |
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Shared voting power
250,000 |
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(7) |
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Sole dispositive power
0 |
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(8) |
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Shared dispositive power
250,000 |
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| (9) |
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Aggregate amount beneficially owned by each reporting person
250,000 |
| (10) |
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Check if the aggregate
amount in Row (9) excludes certain shares (see instructions) |
| (11) |
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Percent of class
represented by amount in Row (9) 8.63% |
| (12) |
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Type of reporting person
(see instructions) CO |
CUSIP No. G3R95N103
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| (1) |
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Names of reporting persons
Sculptor Capital Holding II LLC |
| (2) |
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Check the appropriate box
if a member of a group (see instructions)
☐ (a) ☒ (b) |
| (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: |
|
(5) |
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Sole voting power
0 |
| |
(6) |
|
Shared voting power
250,000 |
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(7) |
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Sole dispositive power
0 |
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(8) |
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Shared dispositive power
250,000 |
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| (9) |
|
Aggregate amount beneficially owned by each reporting person
250,000 |
| (10) |
|
Check if the aggregate
amount in Row (9) excludes certain shares (see instructions) |
| (11) |
|
Percent of class
represented by amount in Row (9) 8.63% |
| (12) |
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Type of reporting person
(see instructions) CO |
CUSIP No. G3R95N103
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| (1) |
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Names of reporting persons
Sculptor Capital Management, Inc. |
| (2) |
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Check the appropriate box
if a member of a group (see instructions)
☐ (a) ☒ (b) |
| (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: |
|
(5) |
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Sole voting power
0 |
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(6) |
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Shared voting power
250,000 |
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(7) |
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Sole dispositive power
0 |
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(8) |
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Shared dispositive power
250,000 |
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| (9) |
|
Aggregate amount beneficially owned by each reporting person
250,000 |
| (10) |
|
Check if the aggregate
amount in Row (9) excludes certain shares (see instructions) |
| (11) |
|
Percent of class
represented by amount in Row (9) 8.63% |
| (12) |
|
Type of reporting person
(see instructions) CO |
CUSIP No. G3R95N103
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| (1) |
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Names of reporting persons
Sculptor Master Fund, Ltd. |
| (2) |
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Check the appropriate box
if a member of a group (see instructions)
☐ (a) ☒ (b) |
| (3) |
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SEC use only
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| (4) |
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Citizenship or place of
organization Cayman
Islands |
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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
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(6) |
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Shared voting power
136,947 |
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(7) |
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Sole dispositive power
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(8) |
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Shared dispositive power
136,947 |
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| (9) |
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Aggregate amount beneficially owned by each reporting person
136,947 |
| (10) |
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Check if the aggregate
amount in Row (9) excludes certain shares (see instructions) |
| (11) |
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Percent of class
represented by amount in Row (9) 4.73% |
| (12) |
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Type of reporting person
(see instructions) CO |
CUSIP No. G3R95N103
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| (1) |
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Names of reporting persons
Sculptor Special Funding, LP |
| (2) |
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Check the appropriate box
if a member of a group (see instructions)
☐ (a) ☒ (b) |
| (3) |
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SEC use only
|
| (4) |
|
Citizenship or place of
organization Cayman
Islands |
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| Number of
shares beneficially
owned by each
reporting person
with: |
|
(5) |
|
Sole voting power
|
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(6) |
|
Shared voting power
136,947 |
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(7) |
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Sole dispositive power
|
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(8) |
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Shared dispositive power
136,947 |
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| (9) |
|
Aggregate amount beneficially owned by each reporting person
136,947 |
| (10) |
|
Check if the aggregate
amount in Row (9) excludes certain shares (see instructions) |
| (11) |
|
Percent of class
represented by amount in Row (9) 4.73% |
| (12) |
|
Type of reporting person
(see instructions) CO |
CUSIP No. G3R95N103
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| (1) |
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Names of reporting persons
Sculptor Credit Opportunities Master Fund, Ltd. |
| (2) |
|
Check the appropriate box
if a member of a group (see instructions)
☐ (a) ☒ (b) |
| (3) |
|
SEC use only
|
| (4) |
|
Citizenship or place of
organization Cayman
Islands |
|
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|
|
|
|
|
| Number of
shares beneficially
owned by each
reporting person
with: |
|
(5) |
|
Sole voting power
|
| |
(6) |
|
Shared voting power
2,783 |
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(7) |
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Sole dispositive power
|
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(8) |
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Shared dispositive power
2,783 |
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| (9) |
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Aggregate amount beneficially owned by each reporting person
2,783 |
| (10) |
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Check if the aggregate
amount in Row (9) excludes certain shares (see instructions) |
| (11) |
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Percent of class
represented by amount in Row (9) 0.10% |
| (12) |
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Type of reporting person
(see instructions) CO |
CUSIP No. G3R95N103
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| (1) |
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Names of reporting persons
Sculptor SC II LP |
| (2) |
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Check the appropriate box
if a member of a group (see instructions)
☐ (a) ☒ (b) |
| (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: |
|
(5) |
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Sole voting power
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(6) |
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Shared voting power
110,270 |
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(7) |
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Sole dispositive power
|
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(8) |
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Shared dispositive power
110,270 |
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| (9) |
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Aggregate amount beneficially owned by each reporting person
110,270 |
| (10) |
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Check if the aggregate
amount in Row (9) excludes certain shares (see instructions) |
| (11) |
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Percent of class
represented by amount in Row (9) 3.81% |
| (12) |
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Type of reporting person
(see instructions) CO |
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• |
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Sculptor Capital LP (“Sculptor”), a Delaware limited partnership, is the principal investment
manager to a number of private funds and discretionary accounts (collectively, the “Accounts”). |
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Sculptor Capital II LP (“Sculptor-II”), a Delaware limited
partnership that is wholly owned by Sculptor, also serves as the investment manager to certain of the Accounts. The Ordinary Shares reported in this Schedule 13G are held in the Accounts managed by Sculptor and Sculptor-II. |
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• |
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Sculptor Capital Holding Corporation (“SCHC”), a Delaware corporation, serves as the general partner
of Sculptor. |
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• |
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Sculptor Capital Holding II LLC (“SCHC-II”), a Delaware
limited liability company that is wholly owned by Sculptor, serves as the general partner of Sculptor-II. |
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Sculptor Capital Management, Inc. (“SCU”), a Delaware limited liability company, is a holding
company that is the sole shareholder of SCHC and the ultimate parent company of Sculptor and Sculptor-II. |
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Sculptor Master Fund, Ltd. (“SCMF”) is a Cayman Islands company. Sculptor is the investment adviser
to SCMF. |
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• |
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Sculptor Special Funding, LP (“NRMD”) is a Cayman Islands exempted limited partnership that is
wholly owned by SCMF. |
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• |
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Sculptor Credit Opportunities Master Fund, Ltd. (“SCCO”) is a Cayman Islands company. Sculptor is
the investment adviser to SCCO. |
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Sculptor SC II LP (“NJGC”) is a Delaware limited partnership.
Sculptor-II is the investment adviser to NJGC. |
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• |
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The address of the principal business office of Sculptor, Sculptor-II,
SCHC, SCHC-II, and SCU is 9 West 57 Street, 39 Floor, New York, NY 10019. |
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• |
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The address of the principal business office of SCMF and SCCO is c/o State Street (Cayman) Trust, Limited, 1
Nexus Way—Suite #5203, PO Box 896, Helicona Courtyard, Camana Bay, Grand Cayman, KY1-1103, Cayman. |
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• |
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The address of the principal business office of NRMD is c/o MaplesFS Limited, P.O. Box 1093, Queensgate House,
Grand Cayman, KY1-1102, Cayman Islands. |
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• |
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The address of the principal business office of NJGC is c/o The Corporation Trust Company 1209 Orange Street,
Wilmington DE 19801. |
Item 1(a) Name of issuer:
ESGEN Acquisition Corp, a Cayman Island exempt company (the “Issuer”)
Item 1(b) Address of issuer’s principal executive offices:
5956 Sherry Lane, Suite 1400
Dallas, TX, 75225
2(a) Name of person filing:
Sculptor
Capital LP
2(b) Address or principal business office or, if none, residence:
9 West 57th Street, New York, New York 10019
2(c) Citizenship:
Delaware
2(d) Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share
2(e) CUSIP No.:
G3R95N103
| Item 3. |
If this statement is filed pursuant to §§240.13d–1(b) or 240.13d–2(b) or (c), check
whether the person filing is a: |
| (a) ☐ |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) ☐ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) ☐ |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) ☐ |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a–8);
|
| (e) ☐ |
An investment adviser in accordance with §240.13d–1(b)(1)(ii)(E); |
| (f) ☐ |
An employee benefit plan or endowment fund in accordance with §240.13d–1(b)(1)(ii)(F);
|
| (g) ☐ |
A parent holding company or control person in accordance with §240.13d–1(b)(1)(ii)(G);
|
| (h) ☐ |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
| (i) ☐ |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a–3); |
| (j) ☐ |
A non-U.S. institution in accordance with
§240.13d–1(b)(1)(ii)(J); |
| (k) ☐ |
Group, in accordance with §240.13d–1(b)(1)(ii)(K). If filing as a
non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: ________________________________ |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 250,000
(b)
Percent of class: 8.63%
SCHEDULE 13G
| (c) |
Number of shares as to which the person has: |
| |
(i) |
Sole power to vote or to direct the vote 0. |
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(ii) |
Shared power to vote or to direct the vote 250,000. |
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(iii) |
Sole power to dispose or to direct the disposition of 0. |
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(iv) |
Shared power to dispose or to direct the disposition of 250,000. |
Sculptor and Sculptor-II serve as the principal investment managers to the Accounts and thus may be deemed beneficial
owners of the Ordinary Shares in the Accounts managed by Sculptor and Sculptor-II. SCHC-II serves as the sole general partner of
Sculptor-II and is wholly owned by Sculptor. SCHC serves as the sole general partner of Sculptor. As such, SCHC and SCHC-II may be deemed to control Sculptor as well as Sculptor-II and, therefore, may be deemed to be the beneficial owners of the Ordinary Shares reported in this Schedule 13G. SCU is the sole shareholder of SCHC, and, for purposes of this Schedule 13G, may be deemed
a beneficial owner of the Ordinary Shares reported herein.
The percentages reported in this Schedule 13G have been calculated based on 2,896,555
Class A Ordinary Shares outstanding, as reported in the Issuer’s Form 10-K filed March 31, 2023.
| Item 5. |
Ownership of 5 Percent or Less of a Class. If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐. |
Dissolution of a group requires a response to this item.
| Item 6. |
Ownership of More than 5 Percent on Behalf of Another Person. |
See Item 4.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person. |
N/A
| Item 8. |
Identification and Classification of Members of the Group. |
See Item 4.
| Item 9. |
Notice of Dissolution of Group. |
N/A
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are held for the purpose of or
with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect other than activities solely in
connection with a nomination under §240.14a-11.
Signatures
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.
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| Date: April 12, 2023 |
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SCULPTOR CAPITAL LP By: Sculptor Capital
Holding Corporation, its General Partner Signature: /s/ Wayne Cohen
Name: Wayne Cohen Title: President and Chief Operating
Officer SCULPTOR CAPITAL II LP
By: Sculptor Capital Holding II LLC, its General Partner By:
Sculptor Capital LP, its Member By: Sculptor Capital Holding Corporation, its General Partner
Signature: /s/ Wayne Cohen Name: Wayne Cohen
Title: President and Chief Operating Officer
SCULPTOR CAPITAL HOLDING CORPORATION Signature: /s/ Wayne
Cohen Name: Wayne Cohen Title: President and Chief Operating
Officer SCULPTOR CAPITAL HOLDING II LLC
Signature: /s/ Wayne Cohen Name: Wayne Cohen
Title: President and Chief Operating Officer
SCULPTOR CAPITAL MANAGEMENT, INC. Signature: /s/ Wayne
Cohen Name: Wayne Cohen Title: President and Chief Operating
Officer SCULPTOR MASTER FUND, LTD.
By: Sculptor Capital LP, its investment manager By: Sculptor
Capital Holding Corporation, its General Partner Signature: /s/ Wayne Cohen
Name: Wayne Cohen Title: President and Chief Operating
Officer SCULPTOR SPECIAL FUNDING, LP
By: Sculptor Capital LP, its investment manager By: Sculptor
Capital Holding Corporation, its General Partner Signature: /s/ Wayne Cohen
Name: Wayne Cohen Title: President and Chief Operating
Officer |
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SCULPTOR CREDIT OPPORTUNITIES MASTER FUND, LTD.
By: Sculptor Capital LP, its Investment Manager By: Sculptor
Capital Holding Corporation, its General Partner Signature: /s/ Wayne Cohen
Name: Wayne Cohen Title: President and Chief Operating
Officer |
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SCULPTOR SC II LP
By: Sculptor Capital II LP, its Investment Manager By: Sculptor
Capital Holding II LLC, its General Partner By: Sculptor Capital LP, its Member
By: Sculptor Capital Holding Corporation, its General Partner
Signature: /s/ Wayne Cohen Name: Wayne Cohen
Title: President and Chief Operating Officer |
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