Zeo Energy Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits
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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) |
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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 | ||
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