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): November 1, 2024

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 2.01 Completion of Acquisition or Disposition of Assets.

Asset Purchase Agreement

As previously disclosed, on October 25, 2024, Zeo Energy Corp., a Delaware corporation (the “Company”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Lumio Holdings, Inc., a Delaware corporation (“Lumio”), and Lumio HX, Inc., a Delaware corporation (together with Lumio, the “Sellers”), pursuant to which, subject to the terms and conditions set forth in the Asset Purchase Agreement, the Company agreed to acquire certain assets of the Sellers on an as-is, where-is basis, including uninstalled residential solar energy contracts, certain inventory, intellectual property and intellectual property rights, equipment, records, goodwill and other intangible assets (collectively, the “Assets”), free and clear of any liens other than certain specified liabilities of the Sellers that are being assumed (collectively, the “Liabilities” and such acquisition of the Assets and assumption of the Liabilities together, the “Transaction”) for a total purchase price of (i) $4 million in cash and (ii) 6,206,897 shares (the “APA Shares”) of the Company’s Class A Common Stock, par value $0.0001 (the “Common Stock”), to be paid to LHX Intermediate, LLC, a Delaware limited liability company (“LHX”). The Asset Purchase Agreement contains customary representations, warranties and covenants of the parties for a transaction involving the acquisition of assets from a debtor in bankruptcy, including the condition that the Bankruptcy Court (as defined below) enter an order authorizing and approving the Transaction.

The Sellers are debtors in a voluntary Chapter 11 case before the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), which commenced on September 3, 2024. On November 1, 2024, the Bankruptcy Court approved the Transaction (the “Approval”). Following the Approval, the Company completed the Transaction on November 1, 2024, including the issuance of the APA Shares in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

Subscription Agreement

As previously disclosed, on October 25, 2024, the Company and LHX entered into a Subscription Agreement (the “Subscription Agreement”) pursuant to which LHX agreed to purchase 1,873,103 shares of Common Stock (the “SA Shares”) at a purchase price per share of $1.45 for an aggregate purchase price of $2,716,000 (the “Share Purchase”). Pursuant to the Subscription Agreement, the Company has also agreed to (i) appoint one individual designated by LHX to its board of directors (the “Board”) and (ii) file a registration statement registering the resale of the SA Shares within 15 days of the Share Purchase and to use reasonable efforts to have such registration statement declared effective as soon as practicable thereafter. The Share Purchase closed on November 1, 2024 and the SA Shares were issued in a private placement pursuant to Section 4(a)(2) of the Securities Act.

The foregoing summary of the Subscription Agreement is not complete and is qualified in its entirety by reference to the full text of the Subscription Agreement, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities

The disclosure in Item 1.01 above is hereby incorporated by reference herein.

Item 7.01 Regulation FD

On November 6, 2024, the Company issued a press release announcing the Transaction. A copy of such release is furnished hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Description
10.1		Asset Purchase Agreement, dated as of October 25, 2024, by and between the Company and the Sellers (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the Commission on October 31, 2024).*
10.2		Subscription Agreement, dated as of October 25, 2024, by and between the Company and LHX (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the Commission on October 31, 2024).
99.1		Press Release.
104		Cover Page Interactive Data File (formatted as Inline XBRL)

In accordance with Item 601(a)(5) of Regulation S-K, certain schedules or similar attachments to this exhibit have been omitted from this filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 6, 2024	Zeo Energy Corp.

	By:	/s/ Timothy Bridgewater
	Name:	Timothy Bridgewater
	Title:	Chief Executive Officer

Exhibit 99.1

Zeo Energy Corp. and Lumio Complete Sale Transaction

Zeo Energy Acquires Substantially All of Lumio’s Assets

Transaction is Expected to Position Zeo Energy for Enhanced Market Presence and Expansion

NEW PORT RICHEY, FL and LEHI, UT – November 6, 2024 – Zeo Energy Corp. (Nasdaq: ZEO) ( “Zeo Energy”, or the “Company”), a leading Florida-based provider of residential solar and energy efficiency solutions, today announced that it has completed the acquisition of substantially all of the assets (the “Sale Transaction”) of Lumio Holdings, Inc. (“Lumio”), another residential solar company.

On September 3, 2024, Lumio filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (“the Court”). The Sale Transaction was approved by the Court on November 1, 2024.

Tim Bridgewater, CEO of Zeo Energy, said, “We believe this transaction marks a significant step forward for Zeo Energy that will enable us to expand our scale and market presence in the solar industry. While the last year has been challenging for residential solar companies, we believe that we have positioned the Company as a platform to opportunistically purchase assets which will help us grow at above-industry rates in 2025 and beyond. We look forward to completing solar installations under agreements entered into by Lumio for their customers and financing partners. We also plan to work with Lumio’s sales representatives to bring them onto our platform to accelerate Zeo’s growth.”

Additional information regarding Lumio’s Chapter 11 cases is available at https://cases.stretto.com/Lumio. Stakeholders with questions can email [email protected] or call toll-free at (855) 328-2638 or (714) 203-6409 if calling from outside the U.S.

Advisors

Ellenoff Grossman & Schole LLP served as legal advisor, and Gateway Group served as strategic communications advisor to Zeo Energy.

About Zeo Energy Corp.

Zeo Energy Corp. is a Florida-based regional provider of residential solar, distributed energy, and energy efficiency solutions. Zeo Energy focuses on high-growth markets with limited competitive saturation. With its differentiated sales approach and vertically integrated offerings, Zeo Energy, through its Sunergy business, serves customers who desire to reduce high energy bills and contribute to a more sustainable future. For more information on Zeo Energy Corp., please visit www.zeoenergy.com.

About Lumio

Lumio merged four leading regional solar providers and a software company into a national brand in December 2020. For more information about Lumio, visit lumio.com.

Forward-Looking Statements

This news release contains certain forward-looking statements within the meaning of section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act of 1934, as amended, that are based on beliefs and assumptions and on information currently available to the Company. Such statements may include, but are not limited to, statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will,” and similar references to future periods may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may include, for example, statements about the future financial performance of the Company; bankruptcy court approvals; changes in the Company’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, the ability to raise additional funds, acquisitions, hirings of sales representatives, and plans and objectives of management. These forward-looking statements are based on information available as of the date of this news release, and current expectations, forecasts, and assumptions, and involve a number of judgments, risks, and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date, and the Company does not undertake any obligation to update such forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws. You should not place undue reliance on these forward-looking statements. As a result of a number of known and unknown risks and uncertainties, the Company’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include: (i) the outcome of any legal proceedings that may be instituted against the Company or others; (ii) the Company’s success in retaining or recruiting, or changes required in, its officers, key employees, or directors; (iii) the Company’s ability to maintain the listing of its common stock and warrants on Nasdaq; (iv) limited liquidity and trading of the Company’s securities; (v) geopolitical risk and changes in applicable laws or regulations; (vi) the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; (vii) operational risk; (viii) litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on the Company’s resources; and (ix) other risks and uncertainties, including those included under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) for the year ended December 31, 2023 and in its subsequent periodic reports and other filings with the SEC.

In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by the Company, its respective directors, officers or employees or any other person that the Company will achieve its objectives and plans in any specified time frame, or at all. The forward-looking statements in this news release represent the views of the Company as of the date of this news release. Subsequent events and developments may cause that view to change. However, while the Company may elect to update these forward-looking statements at some point in the future, there is no current intention to do so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing the views of the Company as of any date subsequent to the date of this news release.

Zeo Energy Corp. Contacts

For Investors:

Tom Colton and Greg Bradbury

Gateway Group

[email protected]

For Media:

Christina Lockwood and Anna Rutter

Gateway Group

[email protected]

Lumio Contacts

For Media:

C Street Advisory Group

[email protected]