Zeo Energy Corp. — fact timeline

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. 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.”

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”