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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 11, 2025
ZEO ENERGY CORP.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-40927 |
|
98-1601409 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
7625 Little Rd, Suite 200A
New Port Richey, FL |
|
34654 |
| (Address of principal executive offices) |
|
(Zip Code) |
(727) 375-9375
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Class A Common Stock, par value $0.0001 per share |
|
ZEO |
|
The Nasdaq Stock Market LLC |
| Warrants, each exercisable for one share of Class A Common Stock at a price of $11.50, subject to adjustment |
|
ZEOWW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01. Entry into a Material Definitive Agreement.
As previously disclosed on
a current report under the Form 8-K on March 20, 2024, Zeo Energy Corp., a Delaware corporation (the “Company”)
entered into a second amendment to the engagement letter (as amended, the “Engagement Letter”) with Piper Sandler &
Co. (“Piper”). Pursuant to the Engagement Letter the Company had previously paid Piper $500,000 in cash and issued
Piper 50,000 shares of Class A common stock as consideration for the buy-side advisory services that Piper had performed (the “Services”).
The Company entered into an Engagement Letter Third Amendment (the “Amendment”) with Piper, effective August 11, 2025,
pursuant to which the parties agreed to amend the Engagement Letter such that the Company will (i) pay $1.6875 million to Piper in cash,
and (ii) issue to Piper Sandler 677,711 shares of Zeo Class A common stock (the “Zeo Shares”) (the cash payment and
issuance of Zeo Shares, collectively the “Heliogen Buyside Advisory Fee”) as consideration for the Services. Piper
has agreed to a lockup, with respect to 338,855 of the Zeo Shares, agreeing not to sell such Zel shares of the Zeo Shares before September
22, 2025. Subject to the receipt by Piper of the Heliogen Buyside Advisory Fee and certain other conditions as set forth under the Amendment,
Piper agreed to release the Company and any of its subsidiaries, or agents from any claims related to or arising from fee and expense
reimbursement obligations under the Engagement Letter and the Amendment.
The Company has also agreed
to file a registration statement with the Securities and Exchange Commission (“SEC”), on or before September 7, 2025,
to register the Zeo Shares for resale and to use its best commercial efforts to have the registration statement declared effective by
the SEC on or before September 22, 2025.
The foregoing description of
the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Amendment,
a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth in Item 1.01 above is
incorporated herein by reference into this Item 3.02.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number |
|
Description |
| 10.1 |
|
Engagement Letter Third Amendment, dated as of August 11, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| |
ZEO ENERGY CORP. |
| |
|
| Dated: August 19, 2025 |
By: |
/s/ Timothy Bridgewater |
| |
|
Timothy Bridgewater |
| |
|
Chief Executive Officer |
