[424B7] Zeo Energy Corporation Prospectus Filed Pursuant to Rule 424(b)(7)

Rhea-AI Filing Summary

Zeo Energy Corporation discloses multiple issuances and issuable shares of Class A Common Stock related to its business combination and sponsor arrangements. The sponsor and certain former holders received 4,000,004 shares at an equity consideration value of $10.00 per share. Piper Sandler & Co. received 50,000 shares at $5.00 per share. Additional issuable shares include 1,838,430 shares to the sponsor upon exchange of Convertible OpCo Preferred Units and Class V Common Stock, 33,730,000 shares issuable to sellers upon exchange of Exchangeable OpCo Units and Class V Common Stock, and 500,000 shares issuable to Sun Managers, LLC upon potential forfeiture. The disclosure also lists individual beneficial ownership amounts for directors, officers and other holders, and notes Sun Managers distributed 1,332,455 shares to certain selling securityholders.

Positive

• Explicit allocation of shares to management and selling securityholders via Sun Managers, LLC, including the distribution of 1,332,455 shares to certain selling securityholders
• Detailed disclosure of conversion and exchange mechanisms (Convertible OpCo Preferred Units, Class V Common Stock, Exchangeable OpCo Units) with specific share counts and per-share equity consideration values

Negative

• Large pool of issuable shares including 33,730,000 shares issuable to sellers and 1,838,430 shares issuable to the sponsor, which represent potential dilution to existing holders
• Discounted issuance to Piper Sandler & Co. of 50,000 shares at $5.00 per share, lower than the $10.00 consideration for many other allocations

Insights

Financial Analyst

TL;DR: Significant share issuances and large pools of issuable shares create meaningful potential dilution that investors should quantify.

The filing enumerates explicit share issuances and large numbers of shares issuable upon conversion or exchange, including 33,730,000 shares to sellers and 1,838,430 to the sponsor, both at an expressed equity consideration value of $10.00 per share. A separate allocation of 50,000 shares was issued to Piper Sandler at $5.00 per share. The document also documents distribution activity by Sun Managers, LLC totaling 1,332,455 shares distributed to selling securityholders. These are explicit dilutive items in the capital structure; assessing their percentage impact requires the current total outstanding share count, which is not provided here.

Corporate Governance Expert

TL;DR: Multiple sponsor and seller-related share issuances and conversion features highlight governance and alignment considerations.

The disclosure shows sponsor-related arrangements, conversion rights and a management equity program administered through Sun Managers, LLC. Specific allocations include sponsor issuances and sizable issuable tranches tied to Convertible OpCo Preferred Units, Class V Common Stock and Exchangeable OpCo Units. The filing identifies beneficial owners and disclaims by certain managers; it also documents that Sun Managers distributed 1,332,455 shares to selling securityholders. These provisions have direct governance implications for voting power and founder/manager alignment but the filing does not provide post-transaction ownership percentages for all scenarios.

Filed pursuant to Rule 424(b)(7)

Registration No. 333-278769

PROSPECTUS SUPPLEMENT NO. 1 

(To prospectus dated July 22, 2025)

Zeo Energy Corp. 

This Prospectus Supplement No. 1 supplements the prospectus dated July 22, 2025, included in Post-Effective No. 3 to a registration statement that we filed with the SEC (the “Prospectus”) covering the registering for resale by the selling securityholders named in the Prospectus of up to 40,118,434 shares of our Class A Common Stock described in the Prospectus.

The purpose of this Prospectus Supplement No. 1 is solely to supplement and amend the “Selling Securityholders” section commencing on page 118 of the Prospectus to reflect in the Selling Securityholders table transfers from a selling securityholder identified in the Prospectus of certain of such selling securityholders’ shares of Class A Common Stock to other entities and individuals which as a result of such transfers are being being added as a selling securityholders.

This Prospectus Supplement No. 1 is not complete without, and may not be utilized except in connection with, the Prospectus, including any amendments or supplements thereto. This Prospectus Supplement No. 1 is qualified by reference to the Prospectus, except to the extent that the information provided by this Prospectus Supplement No. 1 supersedes information contained in the Prospectus. Capitalized terms used in this Prospectus Supplement No. 1 and not otherwise defined herein have the meanings specified in the Prospectus.

Our Class A Common Stock is quoted on the Nasdaq Capital Market under the symbol “ZEO.” On August 20, 2025, the last reported sale price of our Class A Common Stock on the Nasdaq Capital Market was $2.09 per share. You are urged to obtain current market quotations for the Class A Common Stock.

Investing in our securities involves risks. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 9 of the Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus Supplement No. 1 is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is August 21, 2025.

SELLING SECURITYHOLDERS

This prospectus relates to the resale from time to time of up to 40,118,434 shares of Class A Common Stock, which includes:

● 4,000,004 outstanding shares of Class A Common Stock issued to the Sponsor and certain former holders of ESGEN Class B ordinary shares, issued to such holders at an equity consideration value of $10.00 per share;

● 50,000 outstanding shares of Class A Common Stock issued to Piper Sandler & Co. at an equity consideration value of $5.00 per share;

● 1,838,430 shares of Class A Common Stock issuable upon exchange of an equivalent number of Convertible OpCo Preferred Units and Class V Common Stock issued to the Sponsor pursuant to the Sponsor Subscription Agreement at an equity consideration value of $10.00 per share;

● 33,730,000 shares of Class A Common Stock issuable upon exchange of an equivalent number of Exchangeable OpCo Units and Class V Common Stock issued to the Sellers pursuant to the Business Combination Agreement at an equity consideration value of $10.00 per share; and

● 500,000 shares of Class A Common Stock issuable to Sun Managers, LLC upon potential forfeiture of an equivalent number of shares of Class A Common Stock previously issued to Sponsor and certain former holders of ESGEN Class B ordinary shares at an equity consideration value of $10.00 per share.

The selling securityholders may from time to time offer and sell any or all of the shares of Class A Common Stock set forth below pursuant to this prospectus and any accompanying prospectus supplement. All the securities offered in this prospectus may be resold for so long as the registration statement, of which this prospectus forms a part, is available for use. When we refer to the “selling securityholders” in this prospectus, we mean the persons listed in the table below, and the pledgees, donees, transferees, assignees, successors, designees, and others who later come to hold any of the selling securityholders’ interest in the Class A Common Stock other than through a public sale. Such selling securityholders may currently hold shares of our Class A Common Stock registered pursuant to the registration statement of which this prospectus forms a part, or may receive shares of Class A Common Stock registered pursuant to the registration statement of which this prospectus forms a part upon cancellation of shares of Class V Common Stock.

1

The below table provides additional details regarding the selling securityholders. The percentages are based on 54,987,797 shares of Class A Common Stock as of August 20, 2025, which reflects 31,026,297 shares of Class A Common Stock issued and outstanding and assumes the exchange of 23,961,500 shares of Class V Common Stock into 23,961,500 shares of Class A Common Stock, including the exchange of all shares of Class V Common Stock held by the selling securityholders.

		Securities to be Sold in This Offering								Securities Beneficially Owned After This Offering(12)
Name of Selling Holders		Shares of Class A Common Stock				%				Shares of Class A Common Stock				%
SANJAY BISHNOI(1)			80,000				*				0				0	%
LARRY L HELM(1)			80,000				*				0				0	%
MARK M JACOBS(2)			80,000				*				0				0	%
IKE CLAYPOOL			17,947				*				0				0	%
SCOTT CRIST			17,947				*				0				0	%
CLAY DAVIS			35,898				*				0				0	%
DONLIN FINANCIAL LLC			44,877				*				0				0	%
KENNY FENG			44,874				*				0				0	%
MICHAEL HANDEL & KELLY HANDEL			17,947				*				0				0	%
HUNDY HOLDINGS LLC			17,950				*				0				0	%
JJN INVESTMENTS NO 2 LP			35,898				*				0				0	%
KRIS VAN NORMAN			17,947				*				0				0	%
DENNIS RAINOSEK			17,947				*				0				0	%
DAVID ROSENFIELD			17,947				*				0				0	%
GERALD W SCHLIEF			44,874				*				0				0	%
SOUTHPAW INTERESTS LLC			44,874				*				0				0	%
STACIE FERGUSON EXEMPT TRUST			17,947				*				0				0	%

		Securities to be Sold in This Offering								Securities Beneficially Owned After This Offering(13)
Name of Selling Holders		Shares of Class A Common Stock				%				Shares of Class A Common Stock				%
WADE HAMPTON PARTNERS LP			44,874				*				0				0	%
WISE FAMILY HOLDINGS LP			62,820				*				0				0	%
ESGEN LLC(3)			5,095,866				9.27	%			0				0	%
Southern Crown Holdings, LLC(4)			5,900,478				10.73	%			0				0	%
LAMADD LLC(5)			5,900,478				10.73	%			0				0	%
JKae Holdings, LLC(6)			5,515,664				10.03	%			0				0	%
Clarke Capital, LLC(7)			5,515,664				10.03	%			0				0	%
LCB Trust(8)			2,308,883				4.20	%			0				0	%
Live Your Label, LLC(9)			218,653				*				0				0	%
Triple E Companies USA LLC(10)			218,653				*				0				0	%
Sun Managers, LLC(11)			6,819,072				12.40	%			0				0	%
PIPER SANDLER & CO.			50,000				*				0				0	%
GABE inc.(12)			350,000				*				0				0	%
warrior voice(12)			40,000				*				0				0	%
benson smith llc(12)			26,491				*				0				0	%
Mosiah murdock llc(12)			26,730				*				0				0	%
ellis industries llc(12)			400,000				*				0				0	%
easton ventures llc(12)			20,250				*				0				0	%
shmaaks enterprises llc(12)			29,566				*				0				0	%
cepedaescobedo enterprises llc.(12)			44,370				*				0				0	%
Trevor durnell(12)			35,578				*				0				0	%
experience design llc(12)			16,850				*				0				0	%
scoop enterprises LLC(12)			10,833				*				0				0	%
lyle reyes(12)			38,287				*				0				0	%
southern porch estates(12)			100,000				*				0				0	%
stirling adams(12)			175,000				*				0				0	%
josh koukouthakis			9,250				*				0				0	%
RAUL GONZALEZ			9,250				*				0				0	%

* Indicates beneficial ownership of less than 1%.

2

(1) Mr. Bishnoi is a former director of ESGEN.

	(2)	Mr. Jacobs is a director of Zeo.
	(3)	Consists of 3,595,866 shares of Class A Common Stock and 1,500,000 shares of Class A Common Stock issuable upon the conversion of Class V Common Stock. James P. Benson, a director of Zeo, Michael C. Mayon and Andrea Bernatova are the managers of ESGEN LLC, and each of them disclaims beneficial ownership over any securities owned by ESGEN LLC in which he or she does not have any pecuniary interest.

(4) Anton Hruby, the former Chief Operating Officer of Sunergy, is the beneficial owner of these shares. Consists of (i) 1,500,000 shares of Class A Common Stock and (ii) 4,400,478 shares of Class A Common Stock issuable upon the conversion of 4,400,478 shares of Class V Common Stock.

(5) Gianluca Guy, the Chief Installation and Strategy Officer and formerly a director of Zeo, is the beneficial owner of these shares. Consists of (i) 1,500,000 shares of Class A Common Stock and (ii) 4,400,478 shares of Class A Common Stock issuable upon the conversion of 4,400,478 shares of Class V Common Stock.

(6) Kalen Larsen, the Chief Operating Officer of Zeo, is the beneficial owner of these shares. Consists of (i) 2,500,000 shares of Class A Common Stock and (ii) 3,015,664 shares of Class A Common Stock issuable upon the conversion of 3,015,664 shares of Class V Common Stock.

(7) Brandon Bridgewater, the Chief Sales Officer of Zeo, is the beneficial owner of these shares. Consists of (i) 3,000,000 shares of Class A Common Stock and (ii) 2,515,664 shares of Class A Common Stock issuable upon the conversion of 2,515,664 shares of Class V Common Stock.

(8) Timothy Bridgewater, the Chief Executive Officer and director of Zeo, is the beneficial owner of these shares. Consists of (i) 750,000 shares of Class A Common Stock and (ii) 1,558,883 shares of Class A Common Stock issuable upon the conversion of 1,558,883 shares of Class V Common Stock.

(9) Consists of 218,653 shares of Class A Common Stock issuable upon the conversion of 218,653 shares of Class V Common Stock.

(10) Consists of 218,653 shares of Class A Common Stock issuable upon the conversion of 218,653 shares of Class V Common Stock.

(11) Consists (i) 167,545 shares of Class A Common Stock and (ii) 6,651,527 shares of Class A Common Stock issuable upon the conversion of 6,651,527 shares of Class V Common Stock held by Sun Managers, LLC for which Timothy Bridgewater is the beneficial owner. Sun Managers, LLC is expected to use such shares in connection with a management equity program. Mr. Bridgewater disclaims beneficial ownership over any such shares held by Sun Managers, LLC. As of the date of this Prospectus Supplement No. 1, Sun Managers has distributed an aggregate of 1,332,455 shares of Class A Common Stock to certain of the selling securityholders listed in this table.

(12) The shares of Class A Common Stock held by this selling securityholder were distributed to such selling securityholder by Sun Managers, LLC.

(13) Assumes that all shares of Class A Common Stock being registered under the registration statement of which this prospectus forms a part are sold in this offering, and that none of the selling securityholders acquire additional shares of Class A Common Stock after the date of this Prospectus Supplement No. 1 and prior to completion of this offering.

We cannot advise you as to whether the selling securityholders will in fact sell any or all of such shares of Class A Common Stock.

Selling securityholder information for each additional selling securityholder, if any, will be set forth by prospectus supplement to the extent required prior to the time of any offer or sale of such selling securityholder’s securities pursuant to this prospectus. To the extent permitted by law, a prospectus supplement may add, update, substitute, or change the information contained in this prospectus, including the identity of each selling securityholder and the number of securities registered on its behalf. A selling securityholder may sell or otherwise transfer all, some, or none of such securities in this offering. See “Plan of Distribution.”

For information regarding transactions between us and the selling securityholders, see “Certain Relationships and Related Person Transactions.”

3

FAQ

How many shares were issued to the sponsor and certain former holders in the Zeo (ZEO) prospectus?

The prospectus states 4,000,004 shares of Class A Common Stock were issued to the sponsor and certain former holders at an equity consideration value of $10.00 per share.

What is the size of the largest issuable tranche disclosed for Zeo (ZEO)?

The largest explicitly disclosed issuable tranche is 33,730,000 shares of Class A Common Stock issuable upon exchange of Exchangeable OpCo Units and Class V Common Stock issued to the sellers at $10.00 per share.

Did any party receive shares at a price different from $10.00 per share in the Zeo (ZEO) filing?

Yes. Piper Sandler & Co. received 50,000 shares at an equity consideration value of $5.00 per share, as stated in the filing.

How many shares did Sun Managers, LLC distribute to selling securityholders according to the prospectus?

The prospectus states Sun Managers, LLC distributed an aggregate of 1,332,455 shares of Class A Common Stock to certain selling securityholders.

Are the conversion mechanisms and issuing values disclosed in the Zeo (ZEO) filing?

Yes. The filing discloses conversions and exchanges tied to Convertible OpCo Preferred Units, Class V Common Stock and Exchangeable OpCo Units and provides specific share counts and equity consideration values (commonly $10.00 per share).