--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-24-062445" form_type: "8-K" ticker: "ZEO" cik: "0001865506" company_name: "Zeo Energy Corp." filed_at: "2024-03-08T23:59:59+00:00" generated_at: "2026-06-05T00:47:33.157915+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.7 calibrated_materiality_score: 0.7 confidence: "high" source: SEC EDGAR --- # ESGEN shareholders approve Sunergy business combination; ~1.34M shares redeemed for $15.3M ## Summary - All proposals for the business combination with Sunergy Renewables approved at March 6, 2024 meeting. - Holders of 1,336,762 Class A shares redeemed at ~$11.44/share for aggregate $15,292,557. - Post-redemption, only 71,793 Class A non-sponsor shares remain, with ~$822,000 in trust. - New combined company expected to trade on Nasdaq under tickers ZEO and ZEOWW. - Business combination expected to close in coming weeks subject to closing conditions. ## SEC filing metadata - accession: 0001193125-24-062445 - form_type: 8-K - ticker: ZEO - cik: 0001865506 - company_name: Zeo Energy Corp. - filed_at: 2024-03-08T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.7 - calibrated_materiality_score: 0.7 - confidence: high - sec_items: 5.07, 8.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1865506/000119312524062445/0001193125-24-062445-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1865506/000119312524062445/d784419d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-062445 - JSON: https://secwatch.observer/filing/0001193125-24-062445.json - Plain text: https://secwatch.observer/filing/0001193125-24-062445.txt ## Key facts - Shareholder Votes Zeo Energy Corp. shareholders approved To consider and vote upon a proposal to approve, by special resolution, on a non-binding advisory basis, the increase in the authorized share capital of ESGEN from US$27,600 divided into 250,000,000 Class A ordinary shares, 25,000,000 Class B ordinary shares, and 1,000,000 preference shares, par val at the 2024-03-06 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-03-06 source text: Advisory Charter Proposal 5A - To consider and vote upon a proposal to approve, by special resolution, on a non-binding advisory basis, the increase in the authorized share capital of ESGEN from US$27,600 divided into 250,000,000 Class A ordinary shares, 25,000,000 Class B ordinary shares, and 1,000,000 preference shares, par value $0.0001 per share, to authorized capital stock of 410,000,000 shares, consisting of (i) 300,000,000 shares of Class A common stock, par value $0.0001 per share, of New PubCo (“ New PubCo Class A Common Stock ”), (ii) 100,000,000 shares of Class V common stock, par value $0.0001 per share, of New PubCo (“ New PubCo Class V Common Stock ” and, together with the New PubCo Class A Common Stock, the “ New PubCo Common Stock ”), and (iii) 10,000,000 shares of preferred stock, par value $0.0001 per share, of New PubCo: Ordinary Shares Votes For Ordinary Shares Votes Against Ordinary Shares Abstentions Ordinary Shares Broker Non-Votes 7,701,269 18,369 0 N/A evidence_url: https://www.sec.gov/Archives/edgar/data/1865506/000119312524062445/0001193125-24-062445-index.htm - Shareholder Votes Zeo Energy Corp. shareholders approved To consider and vote upon a proposal to approve and adopt, by ordinary resolution, the Business Combination Agreement at the 2024-03-06 meeting. - Proposal: merger approval - Outcome: passed - Meeting: 2024-03-06 source text: The Business Combination Proposal - To consider and vote upon a proposal to approve and adopt, by ordinary resolution, the Business Combination Agreement: Ordinary Shares Votes For Ordinary Shares Votes Against Ordinary Shares Abstentions Ordinary Shares Broker Non-Votes 7,701,368 18,269 1 N/A evidence_url: https://www.sec.gov/Archives/edgar/data/1865506/000119312524062445/0001193125-24-062445-index.htm - Shareholder Votes Zeo Energy Corp. shareholders approved To consider and vote upon a proposal to approve, by special resolution, an amendment to ESGEN’s Existing Organizational Documents to eliminate the requirement that ESGEN retain at least $5,000,001 of net tangible assets following the redemption of Public Shares in connection with the Business Combin at the 2024-03-06 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-03-06 source text: The Redemption Limitation Amendment Proposal - To consider and vote upon a proposal to approve, by special resolution, an amendment to ESGEN’s Existing Organizational Documents to eliminate the requirement that ESGEN retain at least $5,000,001 of net tangible assets following the redemption of Public Shares in connection with the Business Combination and to authorize ESGEN to redeem Public Shares in amounts that would cause ESGEN’s net tangible assets to be less than $5,000,001: Ordinary Shares Votes For Ordinary Shares Votes Against Ordinary Shares Abstentions Ordinary Shares Broker Non-Votes 7,701,368 18,269 1 N/A evidence_url: https://www.sec.gov/Archives/edgar/data/1865506/000119312524062445/0001193125-24-062445-index.htm - Shareholder Votes Zeo Energy Corp. shareholders approved To consider and vote upon a proposal to approve, by special resolution, the Domestication at the 2024-03-06 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-03-06 source text: The Domestication Proposal - To consider and vote upon a proposal to approve, by special resolution, the Domestication: Ordinary Shares Votes For Ordinary Shares Votes Against Ordinary Shares Abstentions Ordinary Shares Broker Non-Votes 7,701,369 18,269 0 N/A evidence_url: https://www.sec.gov/Archives/edgar/data/1865506/000119312524062445/0001193125-24-062445-index.htm - Shareholder Votes Zeo Energy Corp. shareholders approved To consider and vote upon a proposal to approve and adopt, by special resolution, the Proposed Charter and Proposed Bylaws of New PubCo at the 2024-03-06 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-03-06 source text: The Organizational Documents Proposal - To consider and vote upon a proposal to approve and adopt, by special resolution, the Proposed Charter and Proposed Bylaws of New PubCo: Ordinary Shares Votes For Ordinary Shares Votes Against Ordinary Shares Abstentions Ordinary Shares Broker Non-Votes 7,686,977 32,661 0 N/A evidence_url: https://www.sec.gov/Archives/edgar/data/1865506/000119312524062445/0001193125-24-062445-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.