Adage's 760K Warrants Represent 3.22% of Zeo Energy (ZEO) Class A Stock

Rhea-AI Filing Summary

Zeo Energy Corp. is reported in a Schedule 13G/A as having 760,000 Class A shares issuable upon exercise of warrants held by Adage-related entities and principals. Those 760,000 shares represent 3.22% of the Class A shares based on 22,824,845 shares outstanding as reported by the company. The filing shows 0 sole voting and 760,000 shared voting and dispositive powers among Adage Capital Management, L.P., Robert Atchinson and Phillip Gross, indicating the position is shared rather than unilaterally controlled. The disclosure is limited to warrant-issuable shares and does not report current sole ownership of Class A shares.

Positive

• Transparent disclosure of 760,000 warrant-issuable Class A shares provides clarity on potential future ownership
• Identification of reporting persons (Adage Capital Management, Robert Atchinson, Phillip Gross) clarifies who holds shared voting and dispositive power

Negative

• Potential dilution of 3.22% if the reported warrants are exercised
• No sole voting or dispositive power reported, indicating the reporting persons do not have unilateral control over the shares

Insights

Financial Analyst

TL;DR 760,000 warrant-issuable Class A shares (3.22%) disclosed; position is below common 5% materiality threshold and reported as shared power.

The filing identifies Adage Capital Management, L.P. and its principals as reporting persons for 760,000 shares of Class A common stock that are issuable upon exercise of warrants. The percentage is calculated on an outstanding base of 22,824,845 Class A shares as reported by the company. The reported holdings show shared voting and dispositive power and no sole power, which limits the likelihood of immediate control effects. Given the stake is 3.22%, the disclosure appears routine and primarily provides transparency about potential future dilution rather than an active change in control.

Corporate Governance Expert

TL;DR Shared voting/dispositive power reported; no sole control asserted and the interest is tied to warrants, not currently exercised shares.

The Schedule 13G/A shows centralized reporting by Adage Capital and two named individuals for the same 760,000 warrant-issuable shares. The filing explicitly reports 0 sole voting power and shared authority for voting and disposition, and includes the standard certification that the securities are held in the ordinary course of business and not for the purpose of changing control. This form and the classifications used (IA, PN, HC, IN) are consistent with a disclosure focused on transparency rather than an indication of an immediate governance change. Material governance implications are limited given the 3.22% figure and the warrant-based nature of the position.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Zeo Energy Corp.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

98944F109

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 98944F109

1

Names of Reporting Persons

Adage Capital Management, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 760,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 760,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

760,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.22 %

12

Type of Reporting Person (See Instructions)

IA, PN

Comment for Type of Reporting Person: The 760,000 shares of Class A Common Stock (as defined in Item 2(a)) reported herein are issuable upon exercise of warrants.

SCHEDULE 13G

CUSIP No. 98944F109

1

Names of Reporting Persons

Robert Atchinson

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 760,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 760,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

760,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.22 %

12

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: The 760,000 shares of Class A Common Stock reported herein are issuable upon exercise of warrants.

SCHEDULE 13G

CUSIP No. 98944F109

1

Names of Reporting Persons

Phillip Gross

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 760,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 760,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

760,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.22 %

12

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: The 760,000 shares of Class A Common Stock reported herein are issuable upon exercise of warrants.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Zeo Energy Corp.
(b)	Address of issuer's principal executive offices: 5956 Sherry Lane, Suite 1400, Dallas, TX 75225
Item 2.
(a)	Name of person filing: This statement is filed by: (i) Adage Capital Management, L.P., a Delaware limited partnership ("ACM"), as the investment manager of Adage Capital Partners, L.P., a Delaware limited partnership ("ACP"), with respect to the shares of class A common stock, par value $0.0001 per share ("Class A Common Stock") of Zeo Energy Corp., a Delaware corporation (the "Company") issuable upon exercise of warrants directly held by ACP; (ii) Robert Atchinson ("Mr. Atchinson"), as (1) managing member of Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACA"), managing member of Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACPGP"), general partner of ACP and (2) managing member of Adage Capital Partners LLC, a Delaware limited liability company ("ACPLLC"), general partner of ACM, with respect to the shares of Class A Common Stock issuable upon exercise of warrants directly held by ACP; and (iii) Phillip Gross ("Mr. Gross"), as (1) managing member of ACA, managing member of ACPGP and (2) managing member of ACPLLC, general partner of ACM, with respect to the shares of Class A Common Stock issuable upon exercise of warrants directly held by ACP. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.
(b)	Address or principal business office or, if none, residence: The address of the business office of each of the Reporting Persons is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.
(c)	Citizenship: ACM is a limited partnership organized under the laws of the State of Delaware. Messrs. Gross and Atchinson are citizens of the United States.
(d)	Title of class of securities: Class A Common Stock, par value $0.0001 per share
(e)	CUSIP No.: 98944F109
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 22,824,845 shares of Class A Common Stock outstanding as of June 6, 2025, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed with the Securities and Exchange Commission on June 16, 2025, and assumes the exercise of the reported warrants held by ACP.
(b)	Percent of class: 3.22%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(ii) Shared power to vote or to direct the vote: The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference
	(iii) Sole power to dispose or to direct the disposition of: The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(iv) Shared power to dispose or to direct the disposition of: The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See Item 2(a).
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Adage Capital Management, L.P.

Signature:	/s/ Robert Atchinson
Name/Title:	By: Adage Capital Partners LLC, its General Partner, By: Robert Atchinson, its Managing Member
Date:	08/12/2025

Robert Atchinson

Signature:	/s/ Robert Atchinson
Name/Title:	Robert Atchinson, individually
Date:	08/12/2025

Phillip Gross

Signature:	/s/ Phillip Gross
Name/Title:	Phillip Gross, individually
Date:	08/12/2025

FAQ

What did Adage Capital report in the Schedule 13G/A for ZEO?

Adage Capital (and principals Robert Atchinson and Phillip Gross) reported beneficial ownership of 760,000 Class A shares of Zeo Energy (ZEO) issuable upon exercise of warrants, representing 3.22% of the class.

Are the 760,000 ZEO shares currently outstanding or issuable?

The filing states the 760,000 shares are issuable upon exercise of warrants; they are not reported as presently held Class A shares in sole ownership.

Does Adage have sole voting control over the reported ZEO shares?

No. The Schedule 13G/A reports 0 sole voting power and 760,000 shared voting power for the reporting persons.

How was the 3.22% figure calculated for ZEO?

The percentage is calculated using 22,824,845 Class A shares outstanding as reported in the companyompanyinancial report; 760,000 divided by that base equals 3.22%.

Who are the reporting persons named in the filing for ZEO?

The reporting persons are Adage Capital Management, L.P., Robert Atchinson and Phillip Gross.