Zeo Energy Corp. (ZEO): Nasdaq/NYSE listing notice — ESGEN Acquisition receives Nasdaq deficiency notice for round lot holders; expands sponsor note to $2.5M

Zeo Energy Corp.

Nasdaq notified ESGEN on Oct 16, 2023, of non-compliance with round lot holder requirement under Listing Rule 5450(a)(2).
Company has 45 days to submit a compliance plan and up to 180 days (by Apr 13, 2024) to regain compliance.
ESGEN amended sponsor promissory note to increase borrowing capacity from $1.5M to $2.5M for working capital.
Note bears no interest, is repayable upon business combination, and recourse is limited to funds outside trust account.
Failure to regain compliance could result in delisting of Class A ordinary shares from Nasdaq.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Zeo Energy Corp. incurred loan of up to $2.5 million with ESGEN LLC, the Company’s sponsor (“Sponsor”) maturing the date of consummation the Business Combination.

Instrument: loan
Principal: up to $2.5 million
Counterparty: ESGEN LLC, the Company’s sponsor (“Sponsor”)
Maturity: the date of consummation the Business Combination
Event: incurrence

Exact text from the filing

On October 17, 2023, ESGEN Acquisition Corporation (the “Company”) issued an amended and restated promissory note (the “Restated Note”) in the principal amount of up to $2.5 million to ESGEN LLC, the Company’s sponsor (“Sponsor”).

View on SEC.gov

Listing & Compliance Notices SEC 8-K Item 3.01 confidence 0.9

Zeo Energy Corp. received a nasdaq deficiency notice notice regarding other (rules 5450(a)(2)).

Exchange: nasdaq
Notice: deficiency notice
Rules: 5450(a)(2)

Exact text from the filing

October 16, 2023, the Company received a written notice (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, since the Company’s Form 10-Q for the period ended June 30, 2023 reported total holders below the round lot holder requirement under Nasdaq Listing Rule 5450(a)(2) (the “Round Lot Requirement”), the Company no longer complies with Nasdaq’s Listing Rules. The Notice does not impact the listing of the Company’s Class A ordinary shares, par value $0.0001 per share (“Class A ordinary shares”), on the Na

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Zeo Energy Corp. amended Amended and Restated Promissory Note with ESGEN LLC valued at up to $2.5 million (effective 2023-10-17).

Action: amendment
Agreement: notes offering
Counterparty: ESGEN LLC
Value: up to $2.5 million
Effective: 2023-10-17

Exact text from the filing

On October 17, 2023, ESGEN Acquisition Corporation (the “Company”) issued an amended and restated promissory note (the “Restated Note”) in the principal amount of up to $2.5 million to ESGEN LLC, the Company’s sponsor (“Sponsor”).

View on SEC.gov

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Zeo Energy Corp. filing history →

Source: SEC EDGAR

accession 0001193125-23-257782

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