Zeo Energy Corp. Files 8-K on Material Agreements and Equity Sales

TL;DR

Zeo Energy Corp. filed an 8-K detailing new material agreements and equity sales.

AI Summary

On December 24, 2024, Zeo Energy Corp. entered into a material definitive agreement, creating a direct financial obligation. The company also reported on unregistered sales of equity securities. This filing details significant financial and contractual events for Zeo Energy Corp.

Why It Matters

This 8-K filing indicates significant financial and contractual developments for Zeo Energy Corp., potentially impacting its financial obligations and equity structure.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial obligations and dilutive effects.

Key Players & Entities

• Zeo Energy Corp. (company) — Registrant
• December 24, 2024 (date) — Date of earliest event reported
• ESGEN Acquisition Corp (company) — Former company name

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
• $4,000,000 — up to an aggregate principal amount of $4,000,000 (the " Loan "). Subject to the terms an
• $2,500,000 — d to the Company in three tranches: (i) $2,500,000 upon execution of the Promissory Note (
• $750,000 — ry Note (the " Initial Advance "), (ii) $750,000 if the Company achieves the Tranche 2 M
• $1.35 — aid amount of the Loan, divided by (ii) $1.35 (the " Share Issuance "). The Repayment

Filing Documents

• ea0226081-8k_zeoenergy.htm (8-K) — 32KB
• ea022608101ex10-1_zeoenergy.htm (EX-10.1) — 123KB
• ea022608101ex10-2_zeoenergy.htm (EX-10.2) — 57KB
• 0001213900-24-112659.txt ( ) — 474KB
• zeo-20241224.xsd (EX-101.SCH) — 4KB
• zeo-20241224_def.xml (EX-101.DEF) — 26KB
• zeo-20241224_lab.xml (EX-101.LAB) — 36KB
• zeo-20241224_pre.xml (EX-101.PRE) — 25KB
• ea0226081-8k_zeoenergy_htm.xml (XML) — 6KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On December 24, 2024 (the " Issue Date "), Zeo Energy Corp., a Delaware corporation (the " Company "), issued a Promissory Note (the " Promissory Note ") to LHX Intermediate LLC (" LHX "), pursuant to which the Company could borrow up to an aggregate principal amount of $4,000,000 (the " Loan "). Subject to the terms and conditions set forth in the Promissory Note, the Loan shall be provided to the Company in three tranches: (i) $2,500,000 upon execution of the Promissory Note (the " Initial Advance "), (ii) $750,000 if the Company achieves the Tranche 2 Milestone within 60 days from the Initial Advance (the " Tranche 2 Advance ") and (iii) $750,000 if the Company achieves the Tranche 3 Milestone within 60 days from the Tranche 2 Advance. "Tranche 2 Milestone" means the submission by the Company to the applicable regulatory bodies at least 340 permits to install solar energy systems sold through the Company's year-round sales program. "Tranche 3 Milestone" means the completion by the Company of the installation of at least 296 solar energy systems sold through the Company's year-round sales program." LHX may also waive any milestone described above and advance the applicable amounts to the Company. The Loan will be repaid in full (the " Repayment ") by issuing to LHX or its designee of a number of the Company's shares of Class A common stock (" Class A Common Stock ") equal to the quotient of (i) the outstanding and unpaid amount of the Loan, divided by (ii) $1.35 (the " Share Issuance "). The Repayment shall take place immediately following the later of: (x) the day falling on the first anniversary of the Issue Date (or the immediately previous business day) and (y) the date on which the stockholders of the Company approve the Share Issuance. The Promissory Note contains customary representations, warranties and covenants of the parties, including an obligation of the Company to file a registration statemen

03. Creation of a Direct Financial Obligation or an Obligation

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information in Item 1.01 above is incorporated by reference as if set forth in this Item 2.03.

02. Unregistered Sale of Equity Securities

Item 3.02. Unregistered Sale of Equity Securities The information in Item 1.01 above is incorporated by reference as if set forth in this Item 3.02. The Note was issued in a private placement pursuant to Section 4(a)(2) of the Securities Act.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description of Exhibits 10.1 Promissory Note, dated December 24, 2024, between the Company and the Lender 10.2 Form of Voting Agreement, dated December 24, 2024, between the Company, the Lender and certain stockholders of the Company 104 Cover Page Interactive Data File (formatted as Inline XBRL) 1

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: December 26, 2024 Zeo Energy Corp. By: /s/ Timothy Bridgewater Name: Timothy Bridgewater Title: Chief Executive Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR