---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-257782"
form_type: "8-K"
ticker: "ZEO"
cik: "0001865506"
company_name: "Zeo Energy Corp."
filed_at: "2023-10-17T23:59:59+00:00"
generated_at: "2026-06-09T22:50:24.761773+00:00"
event_type: "regulatory"
sentiment: "negative"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# ESGEN Acquisition receives Nasdaq deficiency notice for round lot holders; expands sponsor note to $2.5M

## Summary
- 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.

## SEC filing metadata
- accession: 0001193125-23-257782
- form_type: 8-K
- ticker: ZEO
- cik: 0001865506
- company_name: Zeo Energy Corp.
- filed_at: 2023-10-17T23:59:59+00:00
- event_type: regulatory
- sentiment: negative
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 2.03, 3.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1865506/000119312523257782/0001193125-23-257782-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1865506/000119312523257782/d550266d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-257782
- JSON: https://secwatch.observer/filing/0001193125-23-257782.json
- Plain text: https://secwatch.observer/filing/0001193125-23-257782.txt

## Key facts
- Debt Financings
  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
  source text: 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”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1865506/000119312523257782/0001193125-23-257782-index.htm
- Listing & Compliance Notices
  Zeo Energy Corp. received a nasdaq deficiency notice notice regarding other (rules 5450(a)(2)).
  - Exchange: nasdaq
  - Notice: deficiency notice
  - Rules: 5450(a)(2)
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1865506/000119312523257782/0001193125-23-257782-index.htm
- Material Agreements
  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
  source text: 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”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1865506/000119312523257782/0001193125-23-257782-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.