ZEO 8-K
Zeo Energy Corp. (ZEO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(
(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 | ||
| The Stock Market LLC | ||||
| The 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) |
1
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 | ||
2
Exhibit 10.1
Engagement Letter Third Amendment
Piper Sandler Buyside Advisory Services
This third amendment (this “Third Amendment”), effective as of August 11, 2025, modifies the “Engagement Letter Second Amendment to Piper Sandler Buyside Advisory Services Agreement” dated March 8, 2024 (the “Second Amendment”). The Second Amendment, in turn, had previously amended and supplemented the original letter agreement between Piper Sandler and Sunergy Renewables LLC (“Sunergy”), dated January 18, 2022 (the “Engagement Letter”). The Engagement Letter, as previously amended by the Second Amendment and as now amended by this Third Amendment, is hereafter referred to as our “Agreement.”
Sunergy completed its merger with ESGEN Acquisition Corporation (“ESGEN”) on March 13, 2024, which merger resulted in ESGEN changing its name to Zeo Energy Corp. (“Zeo”). Zeo is the legal successor to ESGEN and as such, confirms that it is a party to the Second Amendment and the Engagement Letter, and has assumed all obligations of Sunergy as set forth in the Second Amendment and the Engagement Letter.
For the avoidance of doubt, except as expressly set forth below, all other provisions of the Second Amendment and the Engagement Letter (including Annex A thereto) shall continue in full force and effect. Piper Sandler acknowledges that once the Heliogen Buyside Advisory Fee is received by Piper Sandler, Zeo has no further fee obligation to Piper under the Agreement for any services related to any past or future Business Transaction. Nothing in this Third Amendment modifies the letter agreement between Piper Sandler and Zeo Energy Corp. executed October 8, 2024 regarding services related to a potential transaction involving SST Solar Holdings Inc. and/or NovaSource Power Opco’s C&I Business.
Zeo confirms that Piper Sandler has provided the buyside advisory services described in the Second Amendment to the full satisfaction of the Company.
1. Background. In February 2025, Piper Sandler introduced Zeo to the opportunity to acquire Heliogen, Inc. and its subsidiaries (together, “Heliogen”). Zeo subsequently entered into a formal .agreement to acquire and merge with Heliogen (the “Heliogen Acquisition”). This Third Amendment describes the remaining fees to be paid by Zeo to Piper Sandler for its services described in the Second Amendment, including any remaining fees related to or arising from the Heliogen Acquisition.
2. Heliogen Buyside Advisory Fee. Zeo has previously made partial payment to Piper Sandler for services provided under the Second Amendment; Zeo has paid Piper Sandler $500,000 in cash and issued to Piper Sandler 50,000 shares of Class A common stock. In consideration of the buy-side advisory services that Piper Sandler has performed (and the prior payments described in the preceding sentence), and subject to closing of the Heliogen Acquisition, Zeo agrees to further compensate Piper Sandler upon such closing by immediately (i) paying Piper Sandler $1.6875 million in cash, and (ii) issuing 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”). Piper Sandler agrees that 50% of the Zeo Shares shall be subject to lock-up and as such, Piper Sandler agrees that it will not sell 50% of the Zeo Shares until the date that is 45 days after the date of closing of the Heliogen Acquisition.
3. Further Agreements and Undertakings by Zeo.
| A. | Zeo shall designate Piper Sandler as a selling shareholder and include the Zeo Shares in a resale registration statement (the “Resale Registration Statement”). Zeo agrees to file the Resale Registration Statement within 30 days of closing of the Heliogen Acquisition and use its best commercial efforts to cause the Resale Registration Statement to become effective within 45 days of closing of the Heliogen Acquisition. Following effectiveness, Zeo agrees to use its best commercial efforts to make all necessary filings on a timely basis for the purpose of maintaining the continuing effectiveness of the Resale Registration Statement for a period of at least 6 full calendar months following closing of the Heliogen Acquisition. |
| B. | Piper Sandler acknowledges that the Resale Registration Statement will also designate White Oak Capital (through its subsidiary LHX Intermediate, LLC) as a selling shareholder of 9,931,851 shares of Zeo Class A common stock previously issued to LHX Intermediate, LLC, and not yet registered for resale. Zeo will exercise its best commercial efforts to promptly file and achieve effective status for the Piper Sandler Resale Registration Statement. Piper Sandler acknowledges that the Resale Registration Statement will need to include information regarding Heliogen’s business and financials, and must include information from Zeo’s 2025 second quarter 10Q, which is due for filing with the SEC on August 14, 2025. Zeo represents and warrants to Piper Sandler that it has no reason to believe that it will not be delayed in filing its 10Q for the second quarter or that the Heliogen information will not be available for the purpose of timely filing the Resale Registration Statement. |
4. Releases. Subject to (i) closing of the Heliogen Acquisition, (ii) receipt by Piper Sandler of the Heliogen Buyside Advisory Fee, together with receipt of any applicable Late Registration Fee(s), (iii) reimbursement of Piper Sandler’s outstanding expenses, and (iv) Zeo’s continuing compliance with all other obligations set forth in this Third Amendment, as well as the Second Amendment and the Engagement Letter (e.g., its indemnity, contribution and exculpation obligations under Annex A to the Engagement Letter), Piper Sandler agrees that all fee and expense reimbursement obligations (except such expense reimbursement obligations that may arise in the future and are covered by Annex A), Piper Sandler releases Zeo Energy Corp. and any of its subsidiaries (including Sunergy Renewables LLC), or agents from any claim related to or arising from such obligations. For the avoidance of doubt, this release does not extend to claims that arise as a result of Zeo’s breach of its compensation and expense reimbursement obligations under this Third Amendment.
[Signature Page Follows]
2
| Piper Sandler & Co. | ||
| /s/ Spencer Rippstein | ||
| By: | Spencer Rippstein | |
| Title: | Managing Director, Global Co-Head of Energy, Power & Infrastructure Investment Banking | |
| /s/ Vinu Iyengar | ||
| By: | Vinu Iyengar | |
| Title: | Managing Director, Energy, Power & Infrastructure Investment Banking | |
| Sunergy Renewables, LLC & | ||
| Zeo Energy Corp. | ||
| /s/ Tim Bridgewater | ||
| By: | Tim Bridgewater | |
| Title: | CEO | |
3