Zeo Energy Corp. Completes Acquisition, Reports Financials

TL;DR

Zeo Energy just bought Zeo, Inc. and dropped their financials. Big moves.

AI Summary

Zeo Energy Corp. (formerly ESGEN Acquisition Corp.) announced on March 13, 2024, the completion of its acquisition of Zeo, Inc. The company also reported its financial results and provided updates on material definitive agreements and changes in control. The filing details the company's operational and financial condition following these significant events.

Why It Matters

This 8-K filing signifies a major transition for Zeo Energy Corp., marking the completion of a key acquisition and providing insight into its current financial standing.

Risk Assessment

Risk Level: medium — The filing involves significant corporate actions like acquisitions and financial reporting, which inherently carry medium-level risk due to potential integration challenges and market reception.

Key Players & Entities

• Zeo Energy Corp. (company) — Filer and acquiring entity
• ESGEN Acquisition Corp. (company) — Former name of Zeo Energy Corp.
• Zeo, Inc. (company) — Acquired entity
• 20240313 (date) — Date of report period and acquisition completion

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 per share ZEO The Nasdaq Stock Mark
• $11 — e of Class A Common Stock at a price of $11.50, subject to adjustment ZEOWW The
• $10.00 — the Closing at a cash purchase price of $10.00 per unit and up to an additional 500,00
• $15,000,000 — greement for aggregate consideration of $15,000,000. A copy of the Amended and Restated Su
• $12 — d on Nasdaq is greater than or equal to $12 per share (as adjusted for stock splits
• $500,000 — ) and be paid six equal installments of $500,000, to be paid every three months starting
• $11.50 — ss combination, which was approximately $11.50 per share, or $13,336,056 in the aggreg
• $13,336,056 — was approximately $11.50 per share, or $13,336,056 in the aggregate (the " Redemption ").
• $2,709,193 — prior to the Closing was approximately $2,709,193. The remaining amount in the trust acco

Filing Documents

• ea0202029-8k_zeoenergy.htm (8-K) — 217KB
• ea020202901ex3-1_zeoenergy.htm (EX-3.1) — 78KB
• ea020202901ex3-2_zeoenergy.htm (EX-3.2) — 266KB
• ea020202901ex10-5_zeoenergy.htm (EX-10.5) — 60KB
• ea020202901ex10-7_zeoenergy.htm (EX-10.7) — 212KB
• ea020202901ex10-8_zeoenergy.htm (EX-10.8) — 745KB
• ea020202901ex10-10_zeoenergy.htm (EX-10.10) — 173KB
• ea020202901ex10-11_zeoenergy.htm (EX-10.11) — 95KB
• ea020202901ex10-12_zeoenergy.htm (EX-10.12) — 100KB
• ea020202901ex10-13_zeoenergy.htm (EX-10.13) — 93KB
• ea020202901ex10-14_zeoenergy.htm (EX-10.14) — 86KB
• ea020202901ex10-15_zeoenergy.htm (EX-10.15) — 91KB
• ea020202901ex10-17_zeoenergy.htm (EX-10.17) — 140KB
• ea020202901ex21-1_zeoenergy.htm (EX-21.1) — 4KB
• ea020202901ex99-1_zeoenergy.htm (EX-99.1) — 214KB
• ea020202901ex99-2_zeoenergy.htm (EX-99.2) — 130KB
• ea020202901ex99-3_zeoenergy.htm (EX-99.3) — 18KB
• ex99-2_001.jpg (GRAPHIC) — 7KB
• ex99-3_001.jpg (GRAPHIC) — 3KB
• ex99-3_002.jpg (GRAPHIC) — 2KB
• 0001213900-24-024166.txt ( ) — 3487KB
• zeo-20240313.xsd (EX-101.SCH) — 4KB
• zeo-20240313_def.xml (EX-101.DEF) — 28KB
• zeo-20240313_lab.xml (EX-101.LAB) — 38KB
• zeo-20240313_pre.xml (EX-101.PRE) — 26KB
• ea0202029-8k_zeoenergy_htm.xml (XML) — 8KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. 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 "). The foregoing description of the A&R Registration Rights Agreement is qualified in its entirety by the full text of the A&R Registration Rights Agreement, which is filed as Exhibit 10.7 hereto and is incorporated herein by reference. 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. Until any redemption of Exchangeable OpCo Units has occurred as described below, the Sellers generally hold the remainder of the common equity interests of OpCo through their ownership of the Exchangeable OpCo Units. In addition, as described above, the Sponsor owns all of the Convertible OpCo Preferred Units upon the Closing. Except for the consent rights of Sponsor noted below or as specifically set forth in the OpCo A&R LLC Agreement (as defined below), Zeo has the full, exclusive and complete discretion to manage and control the business and affairs of OpCo. Accordingly, on March 13, 2024, concurrently with the Closing, OpCo amended and restated its limited liability company agreement in its

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. The disclosure set forth in the " Introductory Note " and Item 1.01 above is incorporated into this Item 2.01 by reference. On March 13, 2024, the Business Combination was approved by ESGEN's shareholders at an extraordinary general meeting thereof (the " EGM "). Holders of an aggregate of 1,159,976 ESGEN Class A Ordinary Shares sold in ESGEN's IPO (the " public shares ") exercised their right to have such shares redeemed for a pro rata portion of the trust account holding the proceeds from ESGEN's IPO, calculated as of two (2) business days prior to the date of the business combination, which was approximately $11.50 per share, or $13,336,056 in the aggregate (the " Redemption "). 6 Pursuant to the terms of the Business Combination Agreement, the aggregate consideration paid by ESGEN to the Sellers in connection with the Business Combination was 33,730,000 Exchangeable OpCo Units and 33,730,000 shares of Zeo Class V Common Stock. Immediately following consummation of the Business Combination, including the redemption of public shares as described above, there were 5,026,964 shares of Zeo Class A Common Stock issued and outstanding and 35,230,000 shares of Zeo Class V Common Stock issued and outstanding. On March 14, 2024, shares of the Zeo Class A Common Stock commenced trading on the Nasdaq Capital Market under the symbol "ZEO," and the Company's warrants commenced trading on the Nasdaq Capital Market under the symbol "ZEOWW." The continued listing of the Company's securities on The Nasdaq Stock Market LLC (" Nasdaq ") is subject to Nasdaq's ongoing review of the Company's satisfaction of the applicable listing criteria. As noted above, in connection with the Closing, an aggregate of approximately $13,336,056 was paid from ESGEN's trust account to holders that properly exercised their right to have public shares redeemed, and the remaining balance in the trust account immediately prior to the Cl

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View this 8-K filing on SEC EDGAR