Source-grounded facts extracted from Zeo Energy Corp.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.
Zeo Energy Corp. entered into Note Purchase Agreement with White Lion Capital, LLC valued at up to $7,500,000 (effective 2026-06-09).
“On June 9, 2026, Zeo Energy Corp., a Delaware corporation (the “ Company ”), and White Lion Capital, LLC, a Nevada limited liability company (“ White Lion ”), entered into a Note Purchase Agreement (the “ Note Purchase Agreement ”).”
Zeo Energy Corp. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).
“April 23, 2026, Zeo Energy Corp, a Delaware corporation (the “Company”) received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price”
Zeo Energy Corp. issued up to $30.0 million in aggregate gross purchase price of newly issued Class A Common Stock; initial issuance of shares with an aggregate value of $100,000 (the of common stock to White Lion Capital, LLC for purchase price per share based on market prices at time of notice.
“The Company has the right, but not the obligation, to require White Lion to purchase, from time to time as determined by the Company, up to $30.0 million in aggregate gross purchase price of newly issued Class A Common Stock of the Company (the "Common Stock").”
Zeo Energy Corp. entered into Common Stock Purchase Agreement with White Lion Capital, LLC valued at up to $30.0 million (effective 2026-01-27).
“On January 27, 2026 Zeo Energy Corp, a Delaware corporation (the “Company”) entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with White Lion Capital, LLC (“White Lion).”
Zeo Energy Corp. engaged Tanner LLC as its auditor.
“ndependent registered public accounting firm, and approved the appointment of Tanner LLC (“Tanner”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, effective immediately. GT’s reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2024 and 2023 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. During the period from April 16, 2024, the date GT was appointed, to October 31, 2025, the date of dismissal, there were no (a) disagreements (as defined in Item 304(a)(1)(iv)”
Zeo Energy Corp. dismissed Grant Thornton LLP as its auditor.
“fter discussion with the management of the Company, approved the dismissal of Grant Thornton LLP (“GT”), the Company’s independent registered public accounting firm, and approved the appointment of Tanner LLC (“Tanner”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, effective immediately.”
Zeo Energy Corp. received a nasdaq deficiency notice notice regarding late filing (rules 5250(c)(1)).
“May 22, 2025, Zeo Energy Corp. (the “ Company ”) received a deficiency notice (the “ Notice ”) from the Nasdaq Stock Market LLC (“ Nasdaq ”) that the Company was not in compliance with Nasdaq’s continued listing standards (the “ Listing Rules ”) as set forth in Listing Rule 5250(c)(1) given the Company’s failure to timely file its Quarterly Report on Form 10-Q for the three months ended March 31, 2025 (the “ 10-Q ”), and that this matter serves as an additional basis for delisting the Company’s securities from Nasdaq. As previously reported in the Current Report on Form 8-K filed with the Secu”
Zeo Energy Corp. received a nasdaq deficiency notice notice regarding late filing (rules 5250(c)(1)).
“April 17, 2025, Zeo Energy Corp. (the “Company”) received a letter (the “Letter”) from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that it is not in compliance with periodic requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1) because the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 10-K”) was not filed with the Securities and Exchange Commission by the required due date of March 31, 2025. This Letter received from Nasdaq has no immediate effect on the listing or tradi”
Zeo Energy Corp. reported that prior financial statements should not be relied upon.
“S-1 ”), which was declared effective by the SEC on October 1, 2024, should no longer be relied upon due to the misstatements described below. During the preparation of the Company’s consolidated”
Zeo Energy Corp. completed an acquisition involving Lumio Holdings, Inc. and Lumio HX, Inc. for (i) $4 million in cash and (ii) 6,206,897 shares of the Company’s Class A Common Stock (closed 2024-11-01).
“assumed (collectively, the “Liabilities” and such acquisition of the Assets and assumption of the Liabilities together, the “Transaction”) for a total purchase price of (i) $4 million in cash and (ii) 6,206,897 shares (the “APA Shares”) of the Company’s Class A Common Stock, par value $0.0001 (the “Common Stock”), to be paid to LHX Intermediate, LLC, a”
Cannon Holbrook was appointed as Chief Financial Officer at Zeo Energy Corp..
“the Company announced the appointment of Cannon Holbrook as Chief Financial Officer”
Zeo Energy Corp. reported the first quarter ended March 31, 2024 results: revenue $19.5 million, net income Net loss for the quarter was $1.7 million.
“Results compare the 2024 fiscal first quarter ended March 31, 2024, to the 2023 fiscal first quarter ended March 31, 2023, unless otherwise indicated. ● Total revenue totaled $19.5 million, a 4.0% increase from $18.7 million in the comparable 2023 period. This increase was primarily due to the company reducing its backlog of jobs through the completion of installations during the quarter. ● Gross profit decreased to $1.8 million (9.5% of net revenue) from $3.4 million (18.6% of net revenue) in the comparable 2023 period. The decrease in gross profit was driven in part by deferred installation costs from 2023. ● Net loss for the quarter was $1.7 million (-8.7% of net revenue) compared to net income of approximately $1.6 million (8.6% of net revenue) in the comparable 2023 period.”
Zeo Energy Corp. engaged Grant Thornton LLP as its auditor.
“1 (b) Engagement of new independent registered public accounting firm On April 16, 2024, as recommended and approved by the Committee, the Company engaged Grant Thornton LLP (“ GT ”) as the Company’s independent public accounting”
Zeo Energy Corp. dismissed BDO USA P.C. as its auditor.
“(a) Dismissal of independent registered public accounting firm On April 16, 2024 (the “ Dismissal Date ”), the Company dismissed BDO USA P.C. (“ BDO ”) as the independent registered public accounting firm for the Company.”
Zeo Energy Corp. reported financial results for the fourth quarter and full year ended December 31, 2023.
“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. A correction to the press release, dated March 20, 2024, is furnished hereto as Exhibit 99.1.”
Zeo Energy Corp. reported financial results for the fourth quarter and fiscal year ended December 31, 2023.
“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.”
Zeo Energy Corp.: Company ceased to be a shell company upon closing of the Business Combination (effective 2024-03-20).
“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.”
Zeo Energy Corp.: Company adopted its Bylaws on the Closing Date (effective 2024-03-20).
“and adopted the Bylaws of the Company (the “ Bylaws ,” together with the Charter, the “ Zeo Organizational Documents ”).”
Zeo Energy Corp.: Company filed its Certificate of Incorporation on the Closing Date (effective 2024-03-20).
“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”
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).
“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.”
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).
“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).”
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).
“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.”
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).
“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 ”).”
Zeo Energy Corp. entered into Non-Redemption Agreement with The K2 Principal Fund L.P. (effective 2024-03-11).
“On March 11, 2024, ESGEN Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (“ESGEN”), entered into a non-redemption agreement (the “Non-Redemption Agreement”) with The K2 Principal Fund L.P. (“K2”)”
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.
“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”
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.
“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”
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.
“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”
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.
“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”
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.
“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”
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).
“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”
Zeo Energy Corp.: Amended provisions restricting conversion of Class B ordinary shares to Class A ordinary shares prior to a business combination (effective 2023-10-20).
“On October 20, 2023, ESGEN filed the Charter Amendment.”
Zeo Energy Corp.: Extended termination date for business combination from October 22, 2023 to January 22, 2024, and allowed up to six additional one-month extensions upon deposit of funds into trust (effective 2023-10-20).
“On October 20, 2023, ESGEN filed the amendments to the amended and restated memorandum and articles of association of ESGEN with the Registrar of Companies of the Cayman Islands (the “ Charter Amendment ”).”
Zeo Energy Corp. shareholders approved Conversion Proposal to amend certain provisions which restrict the Class B ordinary shares from converting to Class A ordinary shares prior to the consummation of an initial business combination at the 2023-10-20 meeting.
“The Conversion Proposal For Against Abstain 9,061,391 1 0”
Zeo Energy Corp. shareholders approved Extension Proposal to amend the amended and restated memorandum and articles of association to extend the deadline to consummate an initial business combination at the 2023-10-20 meeting.
“The Extension Proposal For Against Abstain 9,018,378 43,014 0”
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.
“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”).”
Zeo Energy Corp. amended Amended and Restated Promissory Note with ESGEN LLC valued at up to $2.5 million (effective 2023-10-17).
“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”).”
Zeo Energy Corp. received a nasdaq deficiency notice notice regarding other (rules 5450(a)(2)).
“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”
Zeo Energy Corp. received a nasdaq deficiency notice notice regarding market value (rules 5450(b)(2)(A), 5450(b)(3)(A)).
“May 10, 2023, ESGEN Acquisition Corporation (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, for the last 30 consecutive business days, the Company’s Market Value of Listed Securities (“MVLS”) was below the minimum of $50 million required for continued listing on the Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(2)(A) (the “Market Value Standard”). The Staff also noted that the Company does not meet the requirements under Nasdaq Listing Rules 545”
Zeo Energy Corp. entered into Business Combination Agreement with ESGEN Acquisition Corporation, Sunergy Renewables, LLC, and the Sellers (effective 2023-04-19).
“On April 19, 2023, ESGEN Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (“ ESGEN ”), 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 ”, and collectively with Sunergy, the “ Sunergy Parties ”), 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, entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “ Business Combination Agreement ”).”
Zeo Energy Corp. incurred loan of up to $1,500,000 with ESGEN LLC, the Company’s sponsor (“Sponsor”) at does not bear interest maturing on the date of consummation the Business Combination.
“On April 5, 2023, ESGEN Acquisition Corporation (the “Company”) issued an unsecured promissory note (the “Note”) in the principal amount of up to $1,500,000 to ESGEN LLC, the Company’s sponsor (“Sponsor”), which may be drawn down by the Company from time to time prior to the consummation of the Company’s initial merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”).”
Zeo Energy Corp.: Extended the termination date for business combination from January 22, 2023 to April 22, 2023, and allowed up to six additional monthly extensions upon sponsor deposits (effective 2023-01-18).
“On January 18, 2023, ESGEN filed the charter amendment with the Registrar of Companies of the Cayman Islands (the “ Charter Amendment ”).”
Zeo Energy Corp. shareholders approved Extension Proposal at the 2023-01-18 meeting.
“The Extension Proposal For Against Abstain 23,916,803 4,521,588 104,338”
Zeo Energy Corp.: The company amended its memorandum and articles of association to extend the deadline to complete a business combination from January 22, 2023, to April 22, 2023, with provisions for up to six additional monthly extensions if the sponsor deposits funds into the trust account (effective 2023-01-18).
“On January 18, 2023, ESGEN Acquisition Corporation (“ ESGEN ” or the “ Company ”) held an extraordinary general meeting of shareholders (the “ Meeting ”), to consider and vote upon a proposal to amend, by special resolution, the Company’s amended and restated memorandum and articles of association (the “ Extension Proposal ”) to: (i) extend from January 22, 2023 to April 22, 2023 (the “ Extended Date ”), the date (the “ Termination Date ”) by which, if the Company has not consummated a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving one or more businesses or entities, the Company must: (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the shares sold in the Company’s initial public offering (the “ Public Shares ”) (in a redemption that will completely extinguish the rights of the owners of the Public”
Zeo Energy Corp. shareholders approved Extension Proposal at the 2023-01-18 meeting.
“The voting results for the Extension Proposal was as follows: The Extension Proposal For Against Abstain 23,916,803 4,521,588 104,338”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.