Zeo Energy Corp. Files S-1/A Amendment

TL;DR

Zeo Energy Corp. (fka ESGEN Acquisition) filed an S-1/A. Public offering incoming.

AI Summary

Zeo Energy Corp. filed an S-1/A amendment on May 23, 2024, for its registration statement (No. 333-278769). The company, formerly known as ESGEN Acquisition Corp. until June 2, 2021, is incorporated in Delaware and headquartered in Dallas, TX. Zeo Energy Corp. operates in the miscellaneous electrical machinery sector.

Why It Matters

This filing indicates Zeo Energy Corp. is moving forward with its public offering process, which could lead to new investment opportunities and increased market presence for the company.

Risk Assessment

Risk Level: medium — S-1/A filings are typically associated with initial public offerings or significant secondary offerings, which carry inherent market and execution risks.

Key Numbers

• 333-278769 — SEC Registration Number (Identifies the specific registration statement being amended.)
• 20240523 — Filing Date (The date the amendment was officially filed with the SEC.)

Key Players & Entities

• Zeo Energy Corp. (company) — Registrant
• ESGEN Acquisition Corp. (company) — Former company name
• May 23, 2024 (date) — Filing date
• 333-278769 (registration_number) — SEC registration number
• Timothy Bridgewater (person) — Chief Executive Officer

FAQ

Key Financial Figures

• $11.50 — 00,000 warrants at an exercise price of $11.50 per warrant (the "Warrants"), that were
• $10.00 — public offering of units at a price of $10.00 per unit, with each unit consisting of
• $5.00 — Co. at an equity consideration value of $5.00 per share; 1,838,430 shares of Class
• $4.88 — g price of our Class A Common Stock was $4.88 per share and the closing price for our
• $0.07 — the closing price for our Warrants was $0.07 per warrant. We are an "emerging grow
• $0.0001 — ares of Class A common stock, par value $0.0001 per share, of Zeo. " Class V Common St
• $11 — ough the date the conversion occurs, by $11.00, at the option of Sponsor, subject t
• $12 — d on Nasdaq is greater than or equal to $12 per share (as adjusted for stock splits

Filing Documents

• ea0203510-02.htm (S-1/A) — 8778KB
• ea020351002ex23-1_zeo.htm (EX-23.1) — 2KB
• ea020351002ex23-2_zeo.htm (EX-23.2) — 2KB
• timage_001.jpg (GRAPHIC) — 446KB
• 0001213900-24-046320.txt ( ) — 19888KB
• zeo-20240331.xsd (EX-101.SCH) — 96KB
• zeo-20240331_cal.xml (EX-101.CAL) — 50KB
• zeo-20240331_def.xml (EX-101.DEF) — 423KB
• zeo-20240331_lab.xml (EX-101.LAB) — 729KB
• zeo-20240331_pre.xml (EX-101.PRE) — 432KB
• ea0203510-02_htm.xml (XML) — 2423KB

USE OF PROCEEDS

USE OF PROCEEDS 50 DETERMINATION OF OFFERING PRICE 51 MARKET INFORMATION FOR COMMON STOCK AND DIVIDEND POLICY 52 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 53

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 77 EXECUTIVE AND DIRECTOR COMPENSATION 91 MANAGEMENT 98

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 103 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 105 SELLING SECURITYHOLDERS 108

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 110 RESTRICTIONS ON RESALE OF COMMON STOCK 123 PLAN OF DISTRIBUTION 124 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 127 EXPERTS 132 LEGAL MATTERS 132 WHERE YOU CAN FIND MORE INFORMATION 132 INDEX TO FINANCIAL STATEMENTS F-1 i Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S -1 that we filed with the SEC using the "shelf" registration process. Under the shelf registration process, the selling securityholders may, from time to time, sell the securities offered by them described in this prospectus through any means described in the section titled " Plan of Distribution ." More specific terms of any securities that the selling securityholders and their permitted transferees offer and sell may be provided in a prospectus supplement that describes, among other things, the specific amounts and prices of the securities being offered and the terms of the offering. This prospectus also relates to the issuance by us of shares of Class A Common Stock from time to time upon the occurrence of the events described in this prospectus. We may also provide a prospectus supplement or post -effective amendment to the registration statement of which this prospectus forms a part to add information to, or update or change information contained in, this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in such prospectus supplement or post -effective amendment modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus. You should read both this prospectus and any applicable prospectus supplement or post -effective amendment to the registration statement of which this prospectus forms a par

View Full Filing

View this S-1/A filing on SEC EDGAR