{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-24-014919","form_type":"8-K","ticker":"ZEO","cik":"0001865506","company_name":"Zeo Energy Corp.","filed_at":"2024-01-25T23:59:59+00:00","discovered_at":"2026-05-14T18:03:26.146102+00:00","generated_at":"2026-06-06T18:34:24.319684+00:00","sec_items":["1.01","3.02","7.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.8,"calibrated_materiality_score":0.8,"confidence":"high","headline":"ESGEN Acquisition and Sunergy Renewables Amend Business Combination Terms","bullets":["Aggregate consideration reduced from $410M to $337.3M for pre-transaction Sunergy equityholders.","Removed $20M minimum cash condition and provision requiring forfeiture of founder shares for excess expenses.","Sponsor PIPE investment modified to up to $15M in convertible preferred units of OpCo.","Forfeiture of 2.9M founder shares, plus additional 500k if convertible units redeemed within two years.","Outside date for closing extended to April 22, 2024."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-24-014919","json":"https://secwatch.observer/filing/0001193125-24-014919.json","markdown":"https://secwatch.observer/filing/0001193125-24-014919.md","text":"https://secwatch.observer/filing/0001193125-24-014919.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1865506/000119312524014919/0001193125-24-014919-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1865506/000119312524014919/d662816d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-06T18:34:24.319684+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"220959056b335ec8127b28d25f507adacd8564df","claim":"Zeo Energy Corp. entered into First Amendment to the Business Combination Agreement with ESGEN Acquisition Corporation and Sunergy Renewables, LLC valued at Aggregate consideration reduced from $410 million to $337.3 million; removal of $20 million minimum (effective 2024-01-24).","evidence_excerpt":"First Amendment to the Business Combination Agreement As previously disclosed, on April 19, 2023, ESGEN Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (“ ESGEN ”), entered into that certain Business Combination Agreement with ESGEN OpCo, LLC, a Delaware limited liability company and wholly-owned subsidiary of ESGEN (“ OpCo ”), Sunergy Renewables, LLC, a Nevada limited liability company (“ Sunergy ”), the Sunergy equityholders set forth on the signature pages thereto (collectively, “ Sellers ” and each, a “ Seller ”), for limited purposes, ESGEN LLC, a Delaware limited liability company (the “ Sponsor ”), and for limited purposes, Timothy Bridgewater, an individual, in his capacity as the Sellers Representative (the “ Initial Business Combination Agreement ”). On January 24, 2024, ESGEN and Sunergy entered into the First Amendment to the Initial Business Combination Agreement (the “ First Amendment ” and, the Initial Business Combination A","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1865506/000119312524014919/0001193125-24-014919-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"merger"},{"label":"Counterparty","value":"ESGEN Acquisition Corporation and Sunergy Renewables, LLC"},{"label":"Value","value":"Aggregate consideration reduced from $410 million to $337.3 million; removal of $20 million minimum"},{"label":"Effective","value":"2024-01-24"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}