---
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"
generated_at: "2026-06-06T18:34:24.319684+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# ESGEN Acquisition and Sunergy Renewables Amend Business Combination Terms

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.01, 3.02, 7.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-24-014919
- JSON: https://secwatch.observer/filing/0001193125-24-014919.json
- Plain text: https://secwatch.observer/filing/0001193125-24-014919.txt

## Key facts
- Material Agreements
  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).
  - Action: entry
  - Agreement: merger
  - Counterparty: ESGEN Acquisition Corporation and Sunergy Renewables, LLC
  - Value: Aggregate consideration reduced from $410 million to $337.3 million; removal of $20 million minimum
  - Effective: 2024-01-24
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1865506/000119312524014919/0001193125-24-014919-index.htm

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