---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-24-024166"
form_type: "8-K"
ticker: "ZEO"
cik: "0001865506"
company_name: "Zeo Energy Corp."
filed_at: "2024-03-20T23:59:59+00:00"
generated_at: "2026-06-04T12:11:57.427177+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.95
calibrated_materiality_score: 0.95
confidence: "high"
source: SEC EDGAR
---

# Zeo Energy closes Sunergy business combination; 33.73M OpCo units issued

## Summary
- Consideration to Sunergy sellers: 33,730,000 Exchangeable OpCo Units and 33,730,000 Class V shares.
- Post-Closing shares: 5,026,964 Class A common and 35,230,000 Class V common outstanding.
- Public shareholders redeemed 1,159,976 shares at ~$11.50/sh for ~$13.34M; trust holds ~$2.71M.
- Sponsor subscribed for 1.5M Convertible OpCo Preferred Units for $15M in PIPE financing.
- Zeo Class A common (ZEO) and warrants (ZEOWW) began trading on Nasdaq on March 14, 2024.

## SEC filing metadata
- accession: 0001213900-24-024166
- form_type: 8-K
- ticker: ZEO
- cik: 0001865506
- company_name: Zeo Energy Corp.
- filed_at: 2024-03-20T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.95
- calibrated_materiality_score: 0.95
- confidence: high
- sec_items: 1.01, 5.02, 2.01, 3.02, 9.01, 2.02, 3.03, 5.01, 5.03, 5.06, 7.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1865506/000121390024024166/0001213900-24-024166-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1865506/000121390024024166/ea0202029-8k_zeoenergy.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-24-024166
- JSON: https://secwatch.observer/filing/0001213900-24-024166.json
- Plain text: https://secwatch.observer/filing/0001213900-24-024166.txt

## Key facts
- Earnings Releases
  Zeo Energy Corp. reported financial results for the fourth quarter and fiscal year ended December 31, 2023.
  - Period: the fourth quarter and fiscal year ended December 31, 2023
  - Result: reported results
  source text: On March 19, 2024, the Company issued a press release announcing its financial results for the fourth quarter and fiscal year ended December 31, 2023.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1865506/000121390024024166/0001213900-24-024166-index.htm
- Governance Changes
  Zeo Energy Corp.: Company ceased to be a shell company upon closing of the Business Combination (effective 2024-03-20).
  - Change: shell status
  - Effective: 2024-03-20
  source text: As a result of the Business Combination, which fulfilled the definition of an “initial business combination” as required by ESGEN’s Amended and Restated Certificate of Incorporation, the Company ceased to be a shell company upon the Closing.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1865506/000121390024024166/0001213900-24-024166-index.htm
- Governance Changes
  Zeo Energy Corp.: Company adopted its Bylaws on the Closing Date (effective 2024-03-20).
  - Change: bylaw amendment
  - Effective: 2024-03-20
  source text: and adopted the Bylaws of the Company (the “ Bylaws ,” together with the Charter, the “ Zeo Organizational Documents ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1865506/000121390024024166/0001213900-24-024166-index.htm
- Governance Changes
  Zeo Energy Corp.: Company filed its Certificate of Incorporation on the Closing Date (effective 2024-03-20).
  - Change: charter amendment
  - Effective: 2024-03-20
  source text: On the Closing Date, the Company filed the Certificate of Incorporation of the Company (the “ Charter ”) with the Secretary of State of the State of Delaware
  evidence_url: https://www.sec.gov/Archives/edgar/data/1865506/000121390024024166/0001213900-24-024166-index.htm
- Material Agreements
  Zeo Energy Corp. entered into Tax Receivable Agreement with Sellers (TRA Holders) and Timothy Bridgewater as Agent valued at Zeo to pay 85% of net cash savings from tax benefits to TRA Holders (effective 2024-03-13).
  - Action: entry
  - Counterparty: Sellers (TRA Holders) and Timothy Bridgewater as Agent
  - Value: Zeo to pay 85% of net cash savings from tax benefits to TRA Holders
  - Effective: 2024-03-13
  source text: Tax Receivable Agreement On March 13, 2024, concurrently with the Closing, Zeo entered into a tax receivable agreement (the “ Tax Receivable Agreement ”) with the Sellers (the “ TRA Holders ”) and Timothy Bridgewater, as the Agent.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1865506/000121390024024166/0001213900-24-024166-index.htm
- Material Agreements
  Zeo Energy Corp. entered into OpCo A&R LLC Agreement with OpCo valued at OpCo amended and restated its limited liability company agreement to provide for exchangeable units (effective 2024-03-13).
  - Action: entry
  - Counterparty: OpCo
  - Value: OpCo amended and restated its limited liability company agreement to provide for exchangeable units
  - Effective: 2024-03-13
  source text: OpCo A&R LLC Agreement Pursuant to the Business Combination, Zeo has been organized in an “Up-C” structure, such that OpCo and the subsidiaries of OpCo hold and operate substantially all of the assets and business of Zeo, and Zeo is a publicly listed holding company that holds common equity interests in OpCo, which holds all of the equity interests in Sunergy.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1865506/000121390024024166/0001213900-24-024166-index.htm
- Material Agreements
  Zeo Energy Corp. entered into Lock-Up Agreement with Sellers valued at Sellers agreed not to transfer Exchangeable OpCo Units and corresponding shares of Zeo Class V Commo (effective 2024-03-13).
  - Action: entry
  - Counterparty: Sellers
  - Value: Sellers agreed not to transfer Exchangeable OpCo Units and corresponding shares of Zeo Class V Commo
  - Effective: 2024-03-13
  source text: Lock-Up Agreement On March 13, 2024, concurrently with the Closing, the Sellers entered into the Lock-Up Agreement, pursuant to which each of the Sellers agreed not to transfer its Exchangeable OpCo Units and corresponding shares of Zeo Class V Common Stock received in connection with the Business Combination until the earlier of (i) six months after the Closing and (ii) subsequent to the Closing, (a) satisfaction of the Early Lock-Up Termination or (b) the date on which Zeo completes a PubCo Sale (as defined in the Lock-Up Agreement).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1865506/000121390024024166/0001213900-24-024166-index.htm
- Material Agreements
  Zeo Energy Corp. entered into A&R Registration Rights Agreement with Sellers, Initial Shareholders, Piper (New PubCo Holders) valued at Zeo will provide New PubCo Holders certain registration rights with respect to certain shares of Zeo (effective 2024-03-13).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: Sellers, Initial Shareholders, Piper (New PubCo Holders)
  - Value: Zeo will provide New PubCo Holders certain registration rights with respect to certain shares of Zeo
  - Effective: 2024-03-13
  source text: A&R Registration Rights Agreement On March 13, 2024, the Sellers, the Initial Shareholders, Piper (the “ New PubCo Holders ”) and Zeo entered into the Amended and Restated Registration Rights Agreement (the “ A&R Registration Rights Agreement ”), pursuant to which, among other things, Zeo will provide the New PubCo Holders certain registration rights with respect to certain shares of Zeo Class A Common Stock held by them or otherwise issuable to them pursuant to the Business Combination Agreement, the OpCo A&R LLC Agreement (as defined below) or Zeo’s certificate of incorporation filed on March 13, 2024 (the “ Zeo Charter ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1865506/000121390024024166/0001213900-24-024166-index.htm

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