ESAC / ESGEN Acquisition Corporation - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

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): September 4 2025 ZEO ENERGY CORP.

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): September 4 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

This presentation (“Presentation”) contains, and oral comments related to it may contain, “forward - looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward - looking

Exhibit 99.1 This presentation (“Presentation”) contains, and oral comments related to it may contain, “forward - looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward - looking statements can be identified by words such as “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,”

Zeo Energy Corp.

Filed pursuant to Rule 424(b)(7) Registration No. 333-278769 PROSPECTUS SUPPLEMENT NO. 1 (To prospectus dated July 22, 2025) Zeo Energy Corp. This Prospectus Supplement No. 1 supplements the prospectus dated July 22, 2025, included in Post-Effective No. 3 to a registration statement that we filed with the SEC (the “Prospectus”) covering the registering for resale by the selling securityholders nam

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.

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 N

Engagement Letter Third Amendment Piper Sandler Buyside Advisory Services

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40927 ZEO ENERGY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 8, 2025 ZEO ENERGY CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 8, 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

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Defined terms included below shall have the same meaning as terms defined and included elsewhere in the Registration Statement.

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Defined terms included below shall have the same meaning as terms defined and included elsewhere in the Registration Statement. Introduction On May 28, 2025, Zeo Energy, Heliogen and the Merger Subs entered into the Merger Agreement. Pursuant to the Merger Agreement, and upon the terms and subject to the satisfaction or waive

Heliogen, Inc. Consolidated Balance Sheets ($ in thousands, except share data) (Unaudited)

Exhibit 99.1 Heliogen, Inc. Consolidated Balance Sheets ($ in thousands, except share data) (Unaudited) March 31, 2025 December 31, 2024 ASSETS Cash and cash equivalents $ 30,064 $ 36,949 Short-term restricted cash — 500 Receivables, net 179 764 Prepaid and other current assets 1,160 865 Total current assets 31,403 39,078 Operating lease right-of-use assets 146 2,831 Property, plant and equipment,

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 8, 2025 ZEO ENERGY CORP. (

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 8, 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 Nu

Zeo Energy Corp. Completes Acquisition of Heliogen, Inc. Acquisition Creates New Division within the Company, Providing Long-Duration Energy Generation and Storage For Commercial And Industrial-Scale Facilities

Exhibit 99.1 Zeo Energy Corp. Completes Acquisition of Heliogen, Inc. Acquisition Creates New Division within the Company, Providing Long-Duration Energy Generation and Storage For Commercial And Industrial-Scale Facilities NEW PORT RICHEY, FL – August 11, 2025 – Zeo Energy Corp. (Nasdaq: ZEO) (“Zeo,” “Zeo Energy,” or the “Company”), a leading Florida-based provider of residential solar and energy

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.

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 N

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 5, 2025 ZEO ENERGY CORP. (

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 5, 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 Nu

As filed with the Securities and Exchange Commission on July 22, 2025

As filed with the Securities and Exchange Commission on July 22, 2025 Registration No.

Filed Pursuant to Rule 424(b)(3)

Filed Pursuant to Rule 424(b)(3) Registration No. 333-288489 LETTER TO STOCKHOLDERS OF HELIOGEN, INC. Dear Heliogen Stockholders: On May 28, 2025, Zeo Energy Corp. (which we refer to as “Zeo Energy”), Hyperion Merger Corp., a Delaware corporation and a direct, wholly-owned subsidiary of Zeo Energy (which we refer to as “Merger Sub I”), Hyperion Acquisition LLC, a Delaware limited liability company

Zeo Energy Corp. 7625 Little Rd, Suite 200A New Port Richey, FL 34654

Zeo Energy Corp. 7625 Little Rd, Suite 200A New Port Richey, FL 34654 VIA EDGAR July 9, 2025 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549 Attn: Pearlyne Paulemon Re: Zeo Energy Corp. Registration Statement on Form S-4 (File No. 333-288489) (the “Registration Statement”) Dear Ms. Paulemon: Pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Num

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): July 3, 2025 ZEO ENERGY CORP. (Ex

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): July 3, 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 Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

As filed with the Securities and Exchange Commission on July 2, 2025

As filed with the Securities and Exchange Commission on July 2, 2025 Registration No.

Consent of PEP Advisory, LLC.

Exhibit 99.1 July 2, 2025 The Board of Directors of Heliogen, Inc. 130 West Union Street Pasadena, California 91103 To the Board of Directors: We hereby consent to the inclusion of our opinion letter, dated May 21, 2025, to the Board of Directors of Heliogen, Inc. (“Heliogen”) as Annex C to, and the description of such opinion letter under the heading “Opinion of Heliogen’s Financial Advisor” and

Calculation of filing fee table.

Exhibit 107 Calculation of Filing Fee Tables Form S-4 ZEO ENERGY CORP. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Security Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Class A Common Stock 457

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A ___________________ Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

-Financial Tables to Follow-

Exhibit 99.1 Zeo Energy Corp. Reports First Quarter 2025 Financial Results NEW PORT RICHEY, Fla., June 16, 2025 (GLOBE NEWSWIRE) - Zeo Energy Corp. (Nasdaq: ZEO) (“Zeo”, “Zeo Energy”, or the “Company”), a Florida-based provider of residential solar and energy efficiency solutions, today reported financial results for the first quarter ended March 31, 2025. Recent Operational Highlights ● Entered i

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): June 16, 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 Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40927 ZEO ENERG

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

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): June 11, 2025 ZEO ENERGY CORP. (E

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): June 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 Num

Agreement and Plan of Merger and Reorganization, dated as of May 28, 2025, by and among Zeo Energy Corp., Heliogen, Inc., Hyperion Merger Corp. and Hyperion Acquisition LLC (incorporated by reference to Exhibit 2.1 in the Current Report on Form 8-K filed with the SEC on May 29, 2025)

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among Zeo Energy Corp., as Parent, Hyperion Merger Corp., as Merger Sub I, Hyperion Acquisition LLC, as Merger Sub II, and Heliogen, Inc., as the Company Dated as of May 28, 2025 Table of Contents Page ARTICLE I. THE MERGERS 2 Section 1.1 The Mergers 2 Section 1.2 Effect of the Mergers 2 Section 1.3 The Closing 2

Zeo Energy Corp. to Acquire Heliogen, Inc., Expected to Create a Clean Energy Platform for Residential, Commercial, and Utility Markets Acquisition Seeks to Combine Zeo’s Solar Energy Platform with Heliogen’s Advanced Clean Storage Solutions Transact

Exhibit 99.1 Zeo Energy Corp. to Acquire Heliogen, Inc., Expected to Create a Clean Energy Platform for Residential, Commercial, and Utility Markets Acquisition Seeks to Combine Zeo’s Solar Energy Platform with Heliogen’s Advanced Clean Storage Solutions Transaction Represents Culmination of Heliogen’s Comprehensive Strategic Alternatives Review Process New Port Richey, Fla. and Pasadena, Calif. —

Agreement and Plan of Merger and Reorganization, dated as of May 28, 2025, by and among Zeo Energy Corp., Heliogen, Inc., Hyperion Merger Corp. and Hyperion Acquisition LLC

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among Zeo Energy Corp., as Parent, Hyperion Merger Corp., as Merger Sub I, Hyperion Acquisition LLC, as Merger Sub II, and Heliogen, Inc., as the Company Dated as of May 28, 2025 Table of Contents Page ARTICLE I. THE MERGERS 2 Section 1.1 The Mergers 2 Section 1.2 Effect of the Mergers 2 Section 1.3 The Closing 2

Filed by Zeo Energy Corp.

Filed by Zeo Energy Corp. Pursuant to Rule 425 under the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-40927 Subject Company: Heliogen, Inc. Commission File No. 001-40209 Green | Deals Solar Firm Zeo Buying Heliogen in Bid to Power Data Centers By Mark Chediak May 29, 2025 at 3:00 AM PDT Residential solar company

This presentation (“Presentation”) contains, and oral comments related to it may contain, “forward - looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward - looking

Exhibit 99.2 This presentation (“Presentation”) contains, and oral comments related to it may contain, “forward - looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward - looking statements can be identified by words such as “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,”

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): May 28, 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 Numb

Zeo Energy Corp. Receives Nasdaq Notice on Late Filing of its Form 10-Q

Exhibit 99.1 Zeo Energy Corp. Receives Nasdaq Notice on Late Filing of its Form 10-Q NEW PORT RICHEY, FL – May 29, 2025 – Zeo Energy Corp. (Nasdaq: ZEO) “Zeo Energy” or the “Company”), announced today that, as expected, it received a notice (the “Notice”) from Nasdaq on May 22, 2025, notifying the Company that it is not in compliance with the periodic filing requirements for continued listing set

This presentation (“Presentation”) contains, and oral comments related to it may contain, “forward - looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward - looking

Exhibit 99.2 This presentation (“Presentation”) contains, and oral comments related to it may contain, “forward - looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward - looking statements can be identified by words such as “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,”

Zeo Energy Corp. to Acquire Heliogen, Inc., Expected to Create a Clean Energy Platform for Residential, Commercial, and Utility Markets Acquisition Seeks to Combine Zeo’s Solar Energy Platform with Heliogen’s Advanced Clean Storage Solutions Transact

Exhibit 99.1 Zeo Energy Corp. to Acquire Heliogen, Inc., Expected to Create a Clean Energy Platform for Residential, Commercial, and Utility Markets Acquisition Seeks to Combine Zeo’s Solar Energy Platform with Heliogen’s Advanced Clean Storage Solutions Transaction Represents Culmination of Heliogen’s Comprehensive Strategic Alternatives Review Process New Port Richey, Fla. and Pasadena, Calif. —

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): May 22, 2025 ZEO ENERGY CORP. (Ex

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): May 22, 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 Numb

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): May 28, 2025 ZEO ENERGY CORP. (Ex

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): May 28, 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 Numb

Form of Voting and Support Agreement.

Exhibit 10.1 Execution Version VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this “Agreement”) is entered into as of May 28, 2025, by and among Zeo Energy Corp., a Delaware corporation (“Parent”), Hyperion Merger Corp., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub I”), Hyperion Acquisition LLC, a Delaware limited liability company (“Merger Sub II” a

Form of Voting and Support Agreement.

Exhibit 10.1 Execution Version VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this “Agreement”) is entered into as of May 28, 2025, by and among Zeo Energy Corp., a Delaware corporation (“Parent”), Hyperion Merger Corp., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub I”), Hyperion Acquisition LLC, a Delaware limited liability company (“Merger Sub II” a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40927 ZEO ENERGY CORP. (Exact n

Clawback Policy.

Exhibit 97 ZEO ENERGY CORP. EXECUTIVE COMPENSATION CLAWBACK POLICY Adopted as of March 13, 2024 The Board of Directors (the “Board”) of Zeo Energy Corp. (the “Company”) has adopted the following executive compensation clawback policy (this “Policy”). This Policy shall supplement any other clawback or compensation recovery policy or policies adopted by the Company or included in any agreement betwe

Promissory Note, dated December 24, 2024, between Zeo Energy Corp. and LHX Intermediate LLC.

Exhibit 10.17 PROMISSORY NOTE THIS PROMISSORY NOTE is issued on December 24, 2024 (the “Issue Date”) by ZEO ENERGY CORP., a company incorporated in the State of Delaware with its primary address at 7625 Little Rd. Suite 200A, New Port Richey, FL (the “Borrower”) to and in favor of LHX INTERMEDIATE, LLC, a company incorporated in the State of Delaware with its primary address at 1155 Avenue of the

Insider Trading Policy

Exhibit 19 Insider Trading Compliance Manual ZEO ENERGY CORP. Adopted: March 13, 2024 In order to take an active role in the prevention of insider trading violations by its officers, directors, employees, consultants, attorneys, advisors and other related individuals, the Board of Directors (the “Board”) of Zeo Energy Corp., a Delaware corporation (the “Company”), has adopted the policies and proc

Zeo Energy Corp. Reports Fourth Quarter and Full Year 2024 Financial Results

Exhibit 99.1 Zeo Energy Corp. Reports Fourth Quarter and Full Year 2024 Financial Results NEW PORT RICHEY, FL – May 27, 2025 – Zeo Energy Corp. (Nasdaq: ZEO) (“Zeo”, “Zeo Energy”, or the “Company”), a leading Florida-based provider of residential solar and energy efficiency solutions, today reported financial results for the fourth quarter and full year ended December 31, 2024. Recent Financial an

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): May 27, 2025 ZEO ENERGY CORP. (Ex

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): May 27, 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 Numb

Zeo Energy Corp. Receives Nasdaq Notice on Late Filing of its Form 10-K

Exhibit 99.1 Zeo Energy Corp. Receives Nasdaq Notice on Late Filing of its Form 10-K NEW PORT RICHEY, FL – April 18, 2025 – Zeo Energy Corp. (Nasdaq: ZEO) “Zeo Energy” or the “Company”), announced today that, as expected, it received a notice (the “Notice”) from Nasdaq on April 17, 2025, notifying the Company that it is not in compliance with the periodic filing requirements for continued listing

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): April 17, 2025 ZEO ENERGY CORP. (

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): April 17, 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 Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Pe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Zeo Energy Corp. 13,800,000 Shares of Class A Common Stock Underlying Warrants (For Issuance) 40,118,434 Shares of Class A Common Stock (For Resale)

PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-278769 Zeo Energy Corp. 13,800,000 Shares of Class A Common Stock Underlying Warrants (For Issuance) 40,118,434 Shares of Class A Common Stock (For Resale) This prospectus relates to the issuance by us of 13,800,000 shares of Class A Common Stock issuable upon the exercise of 13,800,000 warrants at an exercise price of $11.50 per war

As filed with the Securities and Exchange Commission on February 7, 2025

As filed with the Securities and Exchange Commission on February 7, 2025 Registration No.

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 5) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 13, 2024 ZEO ENERGY CORP. (Exact name of registrant as specified in its charter) Delaware 001-40927 98-1601409 (State or other jurisdiction of incorporation)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Members Sunergy Renewables, LLC Opinion on the financial statements We have audited the accompanying consolidated balance sheets of Sunergy Renewables, LLC (a Nevada limited liability company) and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operation

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Members Sunergy Renewables, LLC Opinion on the financial statements We have audited the accompanying consolidated balance sheets of Sunergy Renewables, LLC (a Nevada limited liability company) and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operation

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 4) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 13, 2024 ZEO ENERGY CORP. (Exact name of registrant as specified in its charter) Delaware 001-40927 98-1601409 (State or other jurisdiction of incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40927 ZEO E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 2 (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 2 (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Members Sunergy Renewables, LLC Opinion on the financial statements We have audited the accompanying consolidated balance sheets of Sunergy Renewables, LLC (a Nevada limited liability company) and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operation

SUNERGY’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (as restated)

Exhibit 99.3 SUNERGY’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (as restated) Defined terms included below that are not otherwise defined herein have the same meaning as terms defined and included in our final prospectus and definitive proxy statement, dated as of February 13, 2024 (the “Proxy Statement/Prospectus”). The following “Management’s Discussi

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (as restated)

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (as restated) Defined terms included below shall have the same meaning as terms defined and included elsewhere in this Current Report on Form 8-K/A Amendment No. 3 (the “Form 8-K/A”) filed with the Securities and Exchange Commission (the “SEC”). Introduction The following unaudited pro forma condensed combined financial info

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 3) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 13, 2024 ZEO ENERGY CORP. (Exact name of registrant as specified in its charter) Delaware 001-40927 98-1601409 (State or other jurisdiction of incorporation)

PROMISSORY NOTE

Exhibit 99.1 PROMISSORY NOTE THIS PROMISSORY NOTE is issued on December 24, 2024 (the “Issue Date”) by ZEO ENERGY CORP., a company incorporated in the State of Delaware with its primary address at 7625 Little Rd. Suite 200A, New Port Richey, FL (the “Borrower”) to and in favor of LHX INTERMEDIATE, LLC, a company incorporated in the State of Delaware with its primary address at 1155 Avenue of the A

VOTING AGREEMENT

Exhibit 99.2 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”), dated as of December 24, 2024, is entered into by and between LHX Intermediate, LLC a Delaware limited liability company (“WOGA”), Zeo Energy Corp, a Delaware corporation (the “Corporation”), and the undersigned stockholders of the Corporation set forth on the signature pages hereto (each a “Stockholder” and together the “Stoc

Promissory Note, dated December 24, 2024, between the Company and LHX Intermediate LLC.

Exhibit 10.1 PROMISSORY NOTE THIS PROMISSORY NOTE is issued on December 24, 2024 (the “Issue Date”) by ZEO ENERGY CORP., a company incorporated in the State of Delaware with its primary address at 7625 Little Rd. Suite 200A, New Port Richey, FL (the “Borrower”) to and in favor of LHX INTERMEDIATE, LLC, a company incorporated in the State of Delaware with its primary address at 1155 Avenue of the A

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): December 24, 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

Form of Voting Agreement, dated December 24, 2024, between the Company, LHX Intermediate LLC and certain stockholders of the Company.

Exhibit 10.2 FORM OF VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”), dated as of December 24, 2024, is entered into by and between LHX Intermediate, LLC a Delaware limited liability company (“WOGA”), Zeo Energy Corp, a Delaware corporation (the “Corporation”), and the undersigned stockholders of the Corporation set forth on the signature pages hereto (each a “Stockholder” and together t

ZEO / Zeo Energy Corp. / LHX Intermediate, LLC - FORM SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* ZEO ENERGY CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 98944F109 (CUSIP Number) Charles Bronowski White Oak Global Advisors, LLC 3 Embarcadero Center Suite 550 (5th Floor) San Francisco, CA 94111

Joint Filing Agreement dated as of December 6, 2024, by and between LHX and WOGA

Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Schedule 13D (including any and all amendments thereto) with respect to the shares of Class A common stock, par value $0.

Voting Agreement, dated as of October 29, 2024, by and between the Issuer, LHX and the other stockholders party thereto*

Exhibit 4 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”), dated as of October 29, 2024, is entered into by and between LHX Intermediate, LLC a Delaware limited liability company (“WOGA”), Zeo Energy Corp, a Delaware corporation (the “Corporation”), and the undersigned stockholders of the Corporation set forth on the signature pages hereto (each a “Stockholder” and together the “Stockholders”).

Zeo Energy Corp. 7625 Little Rd, Suite 200A New Port Richey, FL 34654 November 27, 2024

Zeo Energy Corp. 7625 Little Rd, Suite 200A New Port Richey, FL 34654 November 27, 2024 VIA EDGAR Attention: Andri Carpenter United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Re: Zeo Energy Corp. Form 8-K Filed November 14, 2024 File No. 001-40927 Dear Andri Carpenter: This letter sets forth the response

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

EX-99.1 2 p24-3406exhibit99.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing a

ZEO / Zeo Energy Corp. / Adage Capital Management, L.P. - ZEO ENERGY CORP. Passive Investment

SC 13G 1 p24-3406sc13g.htm ZEO ENERGY CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Zeo Energy Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 98944F109 (CUSIP Number) June 30, 2024 (Date of Event Which Requires Filing of This Statement) Check the appro

ZEO / Zeo Energy Corp. / ESGEN LLC - SC 13G/A Passive Investment

SC 13G/A 1 d870478dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Zeo Energy Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 98944F 109 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement)

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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 13, 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition P

ZEO / Zeo Energy Corp. / Taconic Capital Advisors LP - TACONIC CAPITAL ADVISORS LP Passive Investment

SC 13G 1 zeo111324.htm TACONIC CAPITAL ADVISORS LP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ZEO ENERGY CORP. (Name of Issuer) Redeemable warrants, exercisable for Class A common stock at an exercise price of $11.50 per share (Title of Class of Securities) 98944F109 (CUSIP Number) September 30, 2024 (Date of Event

ESAC / ESGEN Acquisition Corporation / COWEN AND COMPANY, LLC - COWEN AND COMPANY, LLC Passive Investment

SC 13G 1 zeo111224.htm COWEN AND COMPANY, LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Zeo Energy Corp (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) G3R95N103 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the app

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Unregistered Sales of Equity Securities, Regulation FD Disclosure, Financial Statements and Exhibits

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

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

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 eff

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): October 25, 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

Subscription Agreement, dated as of October 25, 2024, by and between the Company and LHX Intermediate LLC.

EX-10.2 3 ea021883301ex10-2zeoenergy.htm SUBSCRIPTION AGREEMENT, DATED AS OF OCTOBER 25, 2024, BY AND BETWEEN THE COMPANY AND LHX Exhibit 10.2 SUBSCRIPTION AGREEMENT October 25, 2024 Zeo Energy Corp. 7625 Little Rd, Suite 200A New Port Richey, FL 34654 Attention: Tim Bridgewater Ladies and Gentlemen: This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date f

Asset Purchase Agreement, dated as of October 25, 2024, by and between the Company and the sellers party thereto.

EX-10.1 2 ea021883301ex10-1zeoenergy.htm ASSET PURCHASE AGREEMENT, DATED AS OF OCTOBER 25, 2024, BY AND BETWEEN THE COMPANY AND THE SELLERS Exhibit 10.1 EXECUTION VERSION ASSET PURCHASE AGREEMENT Dated as of OCTOBER 25, 2024 by and AMONG ZEO ENERGY CORP. as Purchaser, and Lumio holdings, Inc. AND ITS SUBSIDIARIES NAMED HEREIN, as sellerS table of contents Page Article I Purchase and Sale of Acquir

Zeo Energy Corp. 13,800,000 Shares of Class A Common Stock Underlying Warrants (For Issuance) 40,118,434 Shares of Class A Common Stock (For Resale)

Filed Pursuant to Rule 424(b)(3) Registration No. 333-278769 PROSPECTUS Zeo Energy Corp. 13,800,000 Shares of Class A Common Stock Underlying Warrants (For Issuance) 40,118,434 Shares of Class A Common Stock (For Resale) This prospectus relates to the issuance by us of 13,800,000 shares of Class A Common Stock issuable upon the exercise of 13,800,000 warrants at an exercise price of $11.50 per war

As filed with the Securities and Exchange Commission on September 27, 2024

As filed with the Securities and Exchange Commission on September 27, 2024 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Zeo Energy Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity 2024 Omnibus Incentive Equity Pl

2024 Omnibus Incentive Equity Plan

Exhibit 4.1 zeo energy corp. 2024 Omnibus Incentive equity Plan 1. Purpose. The purpose of the Zeo Energy Corp., 2024 Omnibus Incentive Equity Plan is to provide a means through which the Company and the other members of the Company Group may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors of the Company and the other members

As filed with the Securities and Exchange Commission on September 3, 2024

As filed with the Securities and Exchange Commission on September 3, 2024 Registration No.

Zeo Energy Corp. Appoints Cannon Holbrook as Chief Financial Officer

Exhibit 99.2 Zeo Energy Corp. Appoints Cannon Holbrook as Chief Financial Officer NEW PORT RICHEY, FL – August 19, 2024 – Zeo Energy Corp. (Nasdaq: ZEO) (“Zeo”, “Zeo Energy”, or the “Company), a leading Florida-based provider of residential solar and energy efficiency solutions, today announced the appointment of Cannon Holbrook as Chief Financial Officer (“CFO”). Holbrook joined Zeo in March of 2

Zeo Energy Corp. Reports Second Quarter 2024 Financial Results

Exhibit 99.1 Zeo Energy Corp. Reports Second Quarter 2024 Financial Results NEW PORT RICHEY, FL – August 19, 2024 – Zeo Energy Corp. (Nasdaq: ZEO) (“Zeo”, “Zeo Energy”, or the “Company”), a leading Florida-based provider of residential solar and energy efficiency solutions, today reported financial results for the second quarter and six months ended June 30, 2024. Recent Financial and Operational

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 19, 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 N

Employment Agreement, dated March 13, 2024, by and between Opco and Cannon Holbrook.

Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”) is made as of August 19, 2024, by and between Sunergy Solar, LLC (together with its successors and assigns, the “Company”), and Cannon Holbrook (“Executive”). WHEREAS, the Company desires to employ Executive, and Executive desires to be employed by the Company, and serve as the Chief Financial Officer of

SUNERGY’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (as restated)

Exhibit 99.3 SUNERGY’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (as restated) Defined terms included below that are not otherwise defined herein have the same meaning as terms defined and included in our final prospectus and definitive proxy statement, dated as of February 13, 2024 (the “Proxy Statement/Prospectus”). The following “Management’s Discussi

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 13, 2024 ZEO ENERGY CORP. (Exact name of registrant as specified in its charter) Delaware 001-40927 98-1601409 (State or other jurisdiction of incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40927 ZEO ENERGY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Members Sunergy Renewables, LLC Opinion on the financial statements We have audited the accompanying consolidated balance sheets of Sunergy Renewables, LLC (a Nevada limited liability company) and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operation

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (as restated)

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (as restated) Defined terms included below shall have the same meaning as terms defined and included elsewhere in this Current Report on Form 8-K/A Amendment No. 2 (the “Form 8-K/A”) filed with the Securities and Exchange Commission (the “SEC”). Introduction The following unaudited pro forma condensed combined financial info

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): July 29, 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 Num

Zeo Energy Corp. 13,800,000 Shares of Class A Common Stock Underlying Warrants (For Issuance) 40,118,434 Shares of Class A Common Stock (For Resale)

Filed Pursuant to Rule 424(b)(3) Registration No. 333-278769 PROSPECTUS Zeo Energy Corp. 13,800,000 Shares of Class A Common Stock Underlying Warrants (For Issuance) 40,118,434 Shares of Class A Common Stock (For Resale) This prospectus relates to the issuance by us of 13,800,000 shares of Class A Common Stock issuable upon the exercise of 13,800,000 warrants at an exercise price of $11.50 per war

Zeo Energy Corp. 7625 Little Rd, Suite 200A New Port Richey, FL 34654 May 29, 2024

Zeo Energy Corp. 7625 Little Rd, Suite 200A New Port Richey, FL 34654 May 29, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Zeo Energy Corp. Registration Statement on Form F-1 Filed April 17, 2024, as amended File No. 333-278769 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amende

Zeo Energy Corp. 7625 Little Rd, Suite 200A New Port Richey, FL 34654 May 23, 2024

Zeo Energy Corp. 7625 Little Rd, Suite 200A New Port Richey, FL 34654 May 23, 2024 VIA EDGAR Attention: Patrick Fullem Geoffrey Kruczek United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Re: Zeo Energy Corp. Registration Statement on Form S-1 Filed April 17, 2024 File No. 333-278769 Dear Messrs. Fullem an

As filed with the Securities and Exchange Commission on May 23, 2024

As filed with the Securities and Exchange Commission on May 23, 2024 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Perio

Zeo Energy Corp. Reports First Quarter 2024 Financial Results First Quarter 2024 Highlighted by Total Revenue Growth of 4% to $19.5 Million

Exhibit 99.1 Zeo Energy Corp. Reports First Quarter 2024 Financial Results First Quarter 2024 Highlighted by Total Revenue Growth of 4% to $19.5 Million NEW PORT RICHEY, FL – May 15, 2024 – Zeo Energy Corp. (Nasdaq: ZEO) (“Zeo”, “Zeo Energy”, or the “Company”), a leading Florida-based provider of residential solar and energy efficiency solutions, today reported financial results for the first quar

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 15, 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 Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40927 ZEO ENERG

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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): April 16, 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 Nu

Letter from BDO USA P.C. dated April 18, 2024 to the Securities and Exchange Commission regarding change in certifying accountant.

Exhibit 16.1 April 18, 2024 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on April 16, 2024, to be filed by our former client, Zeo Energy Corp (f/k/a as ESGEN Acquisition Corporation). We agree with the statements made in response to that Item insofar as they relate

As filed with the Securities and Exchange Commission on April 17, 2024

As filed with the Securities and Exchange Commission on April 17, 2024 Registration No.

Exhibit Fee

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Zeo Energy Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Ca

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment #1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment #1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40927 ZEO ENERGY

SUNERGY’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Exhibit 99.3 SUNERGY’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Defined terms included below that are not otherwise defined herein have the same meaning as terms defined and included in our final prospectus and definitive proxy statement, dated as of February 13, 2024 (the “Proxy Statement/Prospectus”). The following “Management’s Discussion and Analysi

Subsidiaries of Zeo Energy Corp.

Exhibit 21.1 SUBSIDIARIES OF ZEO ENERGY CORP. Name of Subsidiary Jurisdiction of Incorporation ESGEN OpCo, LLC Delaware Sunergy Renewables, LLC Nevada Sunergy Solar LLC Florida Sunergy Roofing and Construction, Inc. Florida Sun First Energy, LLC Utah

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below shall have the same meaning as terms defined and included elsewhere in this Current Report on Form 8-K (the “Form 8-K”) filed with the Securities and Exchange Commission (the “SEC”). Introduction The following unaudited pro forma condensed combined financial information presents the combination o

Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 13, 2024 ZEO ENERGY CORP. (Exact name of registrant as specified in its charter) Delaware 001-40927 98-1601409 (State or other jurisdiction of incorporation)

SUNERGY RENEWABLES, LLC AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

Exhibit 99.1 grant thornton llp 1201 Walnut St Suite 2200 Kansas City, MO 64106 D +1 816 412 2400 F +1 816 412 2404 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Members Sunergy Renewables, LLC Opinion on the financial statements We have audited the accompanying consolidated balance sheets of Sunergy Renewables, LLC (a Nevada limited liability company) and subsidia

Clawback Policy.

Exhibit 97 ZEO ENERGY CORP. EXECUTIVE COMPENSATION CLAWBACK POLICY Adopted as of March 13, 2024 The Board of Directors (the “Board”) of Zeo Energy Corp. (the “Company”) has adopted the following executive compensation clawback policy (this “Policy”). This Policy shall supplement any other clawback or compensation recovery policy or policies adopted by the Company or included in any agreement betwe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40927 ZEO ENERGY CORP. (Exact n

Employment Agreement, dated March 13, 2024, by and between Opco and Gianluca “Luke” Guy.

Exhibit 10.14 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of March 13, 2024, by and between ESGEN OpCo, LLC (together with its successors and assigns, the “Company”), and Gianluca Guy (“Executive”). WHEREAS, Sunergy Renewables, LLC, and ESGEN Acquisition Corp. (“PubCo”) anticipate completing a business combination as described and anticipated in the

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below shall have the same meaning as terms defined and included elsewhere in this Current Report on Form 8-K (the “Form 8-K”) filed with the Securities and Exchange Commission (the “SEC”.) Introduction The following unaudited pro forma condensed combined financial information presents the combination o

Employment Agreement, dated March 13, 2024, by and between Opco and Timothy Bridgewater.

Exhibit 10.12 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of March 13, 2024, by and between ESGEN OpCo, LLC (together with its successors and assigns, the “Company”), and Timothy Bridgewater (“Executive”). WHEREAS, Sunergy Renewables, LLC, and ESGEN Acquisition Corp. (“PubCo”) anticipate completing a business combination as described and anticipated

Tax Receivable Agreement, dated as of March 13, 2024.

Exhibit 10.10 TAX RECEIVABLE AGREEMENT by and among ZEO ENERGY CORP., CERTAIN OTHER PERSONS NAMED HEREIN, and AGENT DATED AS OF MARCH 13, 2024 TAX RECEIVABLE AGREEMENT This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of March 13, 2024, is hereby entered into by and among Zeo Energy Corp. (f/k/a ESGEN Acquisition Corporation), a Delaware corporation (“PubCo”), the TRA Holders and the Agen

Zeo Energy Corp. Reports Fourth Quarter and Full Year 2023 Financial Results Net Revenue for the Full Year 2023 Increased 24% to $110 Million Completed Business Combination with ESGEN Acquisition Corp.; ZEO and ZEOWW Now Trading on the Nasdaq Capital

Exhibit 99.2 Zeo Energy Corp. Reports Fourth Quarter and Full Year 2023 Financial Results Net Revenue for the Full Year 2023 Increased 24% to $110 Million Completed Business Combination with ESGEN Acquisition Corp.; ZEO and ZEOWW Now Trading on the Nasdaq Capital Market Stock Exchange DALLAS, TX & NEW PORT RICHEY, FL – March 19, 2024 – Zeo Energy Corp. (“Zeo”, “Zeo Energy”, or the “Company”), a le

Subsidiaries of Zeo Energy Corp.

Exhibit 21.1 SUBSIDIARIES OF ZEO ENERGY CORP. Name of Subsidiary Jurisdiction of Incorporation ESGEN OpCo, LLC Delaware Sunergy Renewables, LLC Nevada Sunergy Solar LLC Florida Sunergy Roofing and Construction, Inc. Florida Sun First Energy, LLC Utah

Amended and Restated Registration Rights Agreement, dated as of March 13, 2024.

Exhibit 10.7 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 13, 2024, is made and entered into by and among Zeo Energy Corp., a Delaware corporation (f/k/a ESGEN Acquisition Corporation) (the “Company”), ESGEN LLC, a Delaware limited liability company (the “Sponsor”), the undersigned equityholders (th

Bylaws of Zeo Energy Corp.

Exhibit 3.2 Form of Bylaws of Zeo Energy Corp. (a Delaware corporation) Table of Contents Page Article I – Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II – Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Advance Notice Procedures for Business Brought before a Meeting 1 2.5 Advance Notice Procedures for Nominations of Dir

Certificate of Incorporation of Zeo Energy Corp.

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF ZEO ENERGY CORP. ARTICLE I NAME The name of the Corporation is Zeo Energy Corp. (the “Corporation”). ARTICLE II REGISTERED OFFICE AND AGENT The address of the Corporation’s registered office in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street, New Castle County, Wilmington, Delaware 19801. The name of its registered agent

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 20, 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 Nu

CORRECTION – Zeo Energy Corp. Reports Fourth Quarter and Full Year 2023 Financial Results

Exhibit 99.1 CORRECTION – Zeo Energy Corp. Reports Fourth Quarter and Full Year 2023 Financial Results DALLAS, TX & NEW PORT RICHEY, FL – March 20, 2024 – Regarding a release issued under the same headline on March 19, 2024 by Zeo Energy Corp. (Nasdaq: ZEO), please note that certain figures and wording found in the tables have been updated in the corrected version. The corrected release follows: N

Side Letter, dated as of March 13, 2024 by and among ESGEN, Sponsor, Sunergy and the other parties thereto.

Exhibit 10.5 SIDE LETTER March 13, 2024 Reference is made to that certain Letter Agreement by and among the Company, Sponsor, the Insiders and Sunergy, dated as of October 22, 2021 (as amended on April 19, 2023 and January 24, 2024, the “Letter Agreement”). Capitalized terms not defined in this Agreement shall have the meanings set forth in the Letter Agreement. Reference is also made to that cert

OpCo A&R LLC Agreement, dated as of March 13, 2024.

Exhibit 10.8 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ESGEN OPCO, LLC A Delaware limited liability company dated as of March 13, 2024 THE LIMITED LIABILITY COMPANY INTERESTS IN ESGEN OPCO, LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE BEEN OR ARE BEING ISSUED IN

Zeo Energy Corp. 2024 Omnibus Incentive Equity Plan.

Exhibit 10.17 zeo energy corp. 2024 Omnibus Incentive equity Plan 1. Purpose. The purpose of the Zeo Energy Corp., 2024 Omnibus Incentive Equity Plan is to provide a means through which the Company and the other members of the Company Group may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors of the Company and the other membe

Employment Agreement, dated March 13, 2024, by and between Opco and Brandon Bridgewater.

Exhibit 10.15 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of March 13, 2024, by and between ESGEN OpCo LLC (together with its successors and assigns, the “Company”), and Brandon Bridgewater (“Executive”). WHEREAS, Sunergy Renewables, LLC, and ESGEN Acquisition Corp. (“PubCo”) anticipate completing a business combination as described and anticipated i

Employment Agreement, dated March 13, 2024, by and between Opco and Kalen Larsen.

Exhibit 10.13 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of March 13, 2024, by and between ESGEN OpCo LLC (together with its successors and assigns, the “Company”), and Kalen Larsen (“Executive”). WHEREAS, Sunergy Renewables, LLC, and ESGEN Acquisition Corp. (“PubCo”) anticipate completing a business combination as described and anticipated in the B

Form of Indemnification Agreement.

Exhibit 10.11 Indemnification Agreement This Indemnification Agreement (“Agreement”) is made as of March 13, 2024 by and between Zeo Energy Corp., a Delaware corporation (the “Company”), and the undersigned (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement. Recitals WHEREAS, the Bo

ESGEN Acquisition Corp. and Sunergy Renewables Complete Business Combination Zeo Energy Corp. to Begin Trading on Nasdaq Under the Ticker Symbols “ZEO” and “ZEOWW” Beginning Thursday, March 14th Company to Ring Nasdaq Closing Bell on Wednesday, March

Exhibit 99.3 ESGEN Acquisition Corp. and Sunergy Renewables Complete Business Combination Zeo Energy Corp. to Begin Trading on Nasdaq Under the Ticker Symbols “ZEO” and “ZEOWW” Beginning Thursday, March 14th Company to Ring Nasdaq Closing Bell on Wednesday, March 13th DALLAS, TX & NEW PORT RICHEY, FL – March 13, 2024 – ESGEN Acquisition Corp. (“ESGEN”), a publicly-traded special purpose acquisitio

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Results of Operations and Financial Condition, Completion of Acquisition or Disposition of Assets

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): March 13, 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 Nu

Non-Redemption Agreement, dated as of March 11, 2024, by and between ESGEN and The K2 Principal Fund L.P.

Exhibit 10.1 Execution Version NON-REDEMPTION AGREEMENT This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of March 11, 2024, is made by and between ESGEN Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and The K2 Principal Fund L.P. (the “Backstop Investor”). WHEREAS, the Company is a special purpose acquisition company whose Class A ordinary shares, par value

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): March 11, 2024 ESGEN ACQUISITION

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): March 11, 2024 ESGEN ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40927 98-1601409 (State or other jurisdiction of incorporation)

Current Report

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): March 11, 2024 ESGEN ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40927 98-1601409 (State or other jurisdiction of incorporation)

Non-Redemption Agreement, dated as of March 11, 2024, by and between ESGEN Acquisition Corporation and The K2 Principal Fund L.P.

Exhibit 10.1 Execution Version NON-REDEMPTION AGREEMENT This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of March 11, 2024, is made by and between ESGEN Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and The K2 Principal Fund L.P. (the “Backstop Investor”). WHEREAS, the Company is a special purpose acquisition company whose Class A ordinary shares, par value

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): March 6, 2024 ESGEN ACQUISITION C

425 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): March 6, 2024 ESGEN ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-40927 98-1601409 (State or Other Jurisdiction of Incorporation) (

Current Report

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): March 6, 2024 ESGEN ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-40927 98-1601409 (State or Other Jurisdiction of Incorporation) (Comm

ESGEN Acquisition Corp. Shareholders Approve Proposed Business Combination with Sunergy Renewables The Approved Business Combination is Expected to Close in the Coming Weeks; Combined Company to be Renamed Zeo Energy Corp.

Filed by ESGEN Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: ESGEN Acquisition Corporation (File No.

2

Filed by ESGEN Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: ESGEN Acquisition Corporation (File No.

ESGEN Acquisition Corp. Announces Registration Statement Effectiveness in Connection with Business Combination with Sunergy Renewables ESGEN Acquisition Corp. to Host Extraordinary General Meeting of Shareholders on March 6, 2024 to Approve Business

Filed by ESGEN Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: ESGEN Acquisition Corporation (File No.

2

Filed by ESGEN Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: ESGEN Acquisition Corporation (File No.

KYG3R95N1030 / ESGEN Acquisition Corp. / Sculptor Capital LP - SC 13G/A Passive Investment

SC 13G/A 1 d754354dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ESGEN Acquisition Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G3R95N103 (CUSIP Number) December 31,2023 (Date of Event Which Requires Filing of this Stat

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF ESGEN ACQUISITION CORPORATION PROSPECTUS FOR 8,308,555 SHARES OF CLASS A COMMON STOCK, 13,800,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK AND 13,800,000 SHARES OF CLASS

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-274551 PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF ESGEN ACQUISITION CORPORATION PROSPECTUS FOR 8,308,555 SHARES OF CLASS A COMMON STOCK, 13,800,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK AND 13,800,000 SHARES OF CLASS A COMMON STOCK UNDERLYING WARRANTS OF ESGEN ACQUISITION CORPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

KYG3R95N1030 / ESGEN Acquisition Corp. / Vivaldi Asset Management, LLC Passive Investment

SC 13G/A 1 schedule13gaesac021224.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* ESGEN Acquisition Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G3R95N103 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this St

ESGEN Acquisition Corporation 5956 Sherry Lane, Suite 1400 Dallas, Texas 75225 February 9, 2024

ESGEN Acquisition Corporation 5956 Sherry Lane, Suite 1400 Dallas, Texas 75225 February 9, 2024 VIA EDGAR Attention: Kevin Stertzel Martin James Patrick Fullem Geoffrey Kruczek United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.

KYG3R95N1030 / ESGEN Acquisition Corp. / ESGEN LLC - SC 13G/A Passive Investment

SC 13G/A 1 d779410dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* ESGEN Acquisition Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G3R95N103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of t

Sunergy Reports Third Quarter and First Nine Months 2023 Financial Results Net Revenue for the First Nine Months 2023 Increased 31% to $86.7 Million Amended Terms of Business Combination Agreement with ESGEN Acquisition Corp. Position the Combined Co

Filed by ESGEN Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: ESGEN Acquisition Corporation (File No.

KYG3R95N1030 / ESGEN Acquisition Corp. / ADAGE CAPITAL PARTNERS GP, L.L.C. - ESGEN ACQUISITION CORPORATION Passive Investment

SC 13G/A 1 p24-0582sc13ga.htm ESGEN ACQUISITION CORPORATION SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* ESGEN Acquisition Corporation (Name of Issuer) Class A Ordinary Share, par value $0.0001 per share (Title of Class of Securities) G3R95N103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Fil

KYG3R95N1295 / ESGEN Acquisition Corp. / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* ESGEN Acquisition Corporation (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G3R95N129 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Che

As filed with the Securities and Exchange Commission on February 7, 2024

Table of Contents As filed with the Securities and Exchange Commission on February 7, 2024 No.

Form of Employment Agreement by and between OpCo and Anton Hruby

Exhibit 10.15 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (“Agreement”) is made as of [], by and between ESGEN OpCo LLC (together with its successors and assigns, the “Company”), and Anton Hruby (“Employee”). WHEREAS, Sunergy Renewables, LLC, and ESGEN Acquisition Corp. anticipate completing a merger as described and anticipated in the Business Combination Agreement executed by those two partie

ESGEN Acquisition Corporation 5956 Sherry Lane, Suite 1400 Dallas, Texas 75225 February 6, 2024

ESGEN Acquisition Corporation 5956 Sherry Lane, Suite 1400 Dallas, Texas 75225 February 6, 2024 VIA EDGAR Attention: Kevin Stertzel Martin James Patrick Fullem Geoffrey Kruczek United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.

Consent of Houlihan Capital, LLC.

Exhibit 99.9 CONSENT OF HOULIHAN CAPITAL, LLC We hereby consent to the inclusion of our opinion letter to the Board of Directors of ESGEN Acquisition Corporation (“ESGEN”) as an exhibit to the Registration Statement on Form S-4 as filed by ESGEN with the Securities and Exchange Commission, and to the references to our firm and such opinion in such Registration Statement. In giving such consent, we

Form of Employment Agreement by and between OpCo and Kalen Larsen

Exhibit 10.13 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of [], by and between ESGEN OpCo LLC (together with its successors and assigns, the “Company”), and Kalen Larsen (“Executive”). WHEREAS, Sunergy Renewables, LLC, and ESGEN Acquisition Corp. anticipate completing a merger as described and anticipated in the Business Combination Agreement execut

Form of Employment Agreement by and between OpCo and Gianluca Guy

Exhibit 10.14 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of [], by and between ESGEN OpCo LLC (together with its successors and assigns, the “Company”), and Gianluca Guy (“Executive”). WHEREAS, Sunergy Renewables, LLC, and ESGEN Acquisition Corp. anticipate completing a merger as described and anticipated in the Business Combination Agreement execut

Form of Employment Agreement by and between OpCo and Timothy Bridgewater

Exhibit 10.12 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of [], by and between ESGEN OpCo LLC (together with its successors and assigns, the “Company”), and Timothy Bridgewater (“Executive”). WHEREAS, Sunergy Renewables, LLC, and ESGEN Acquisition Corp. anticipate completing a merger as described and anticipated in the Business Combination Agreement

As filed with the Securities and Exchange Commission on February 6, 2024

S-4/A Table of Contents As filed with the Securities and Exchange Commission on February 6, 2024 No.

Filed by ESGEN Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: ESGEN Acquisition Corporation (F

Filed by ESGEN Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: ESGEN Acquisition Corporation (File No.

Consent of Mark M. Jacobs as designee to New PubCo board of directors.

Exhibit 99.6 CONSENT TO REFERENCE IN PROXY STATEMENT/PROSPECTUS ESGEN Acquisition Corporation is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended. In connection therewith, I confirm my consent to being named as a director nominee in the Registration Statement, including all amendments and post-effective amendments

ESGEN Acquisition Corporation 5956 Sherry Lane, Suite 1400 Dallas, Texas 75225 January 25, 2024

ESGEN Acquisition Corporation 5956 Sherry Lane, Suite 1400 Dallas, Texas 75225 January 25, 2024 VIA EDGAR Attention: Kevin Stertzel Martin James Patrick Fullem Geoffrey Kruczek United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.

Consent of Houlihan Capital, LLC.

Exhibit 99.9 CONSENT OF HOULIHAN CAPITAL, LLC We hereby consent to the inclusion of our opinion letter to the Board of Directors of ESGEN Acquisition Corporation (“ESGEN”) as an exhibit to the Registration Statement on Form S-4 as filed by ESGEN with the Securities and Exchange Commission, and to the references to our firm and such opinion in such Registration Statement. In giving such consent, we

Consent of Neil Bush as designee to New PubCo board of directors.

Exhibit 99.5 CONSENT TO REFERENCE IN PROXY STATEMENT/ PROSPECTUS January 25, 2024 ESGEN Acquisition Corporation Andrea Bernatova Chief Executive Officer 5956 Sherry Lane, Suite 1400 Dallas, TX 75225 ESGEN Acquisition Corporation (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Ac

Amended and Restated Subscription Agreement, dated as of January 24, 2024, by and among ESGEN, OpCo and the Sponsor.

Exhibit 10.2 AMENDED AND RESTATED SUBSCRIPTION AGREEMENT ESGEN Acquisition Corporation 5956 Sherry Lane Suite 1400 Dallas, Texas 75225 ESGEN OpCo, LLC 5956 Sherry Lane Suite 1400 Dallas, Texas 75225 Sunergy Renewables, LLC 255 W 4500 N. Provo, UT 84604 Attention: Tim Bridgewater Ladies and Gentlemen: This Amended and Restated Subscription Agreement (this “Subscription Agreement”) is being entered

Form of Proxy Card for Special Meeting.

Exhibit 99.1 YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. Vote by Internet - QUICK ??? EASY IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail to Your vote Internet your shares vote authorizes in the same the manner named as proxies if you ESGEN ACQUISITION CORPORATION Votes marked, submitted signed and electronically returned your over proxy the Internet card. must be received by 11:59 , 2024 p.m

AMENDMENT NO. 2 TO LETTER AGREEMENT

EX-10.1 Exhibit 10.1 AMENDMENT NO. 2 TO LETTER AGREEMENT This Amendment No. 2 (this “Amendment”), dated as of January 24, 2024 (the “Effective Date”) to the Letter Agreement (as defined below) is entered into by and among (i) ESGEN Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and (ii) ESGEN LLC, a Delaware limited liability company (“Sponsor”), and (iii) each of the

As filed with the Securities and Exchange Commission on January 25, 2024 No. 333-274551 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ESGEN ACQUISITION CO

Table of Contents As filed with the Securities and Exchange Commission on January 25, 2024 No.

ESGEN Acquisition Corp. Announces Updated Transaction Terms for its Pending Business Combination with Sunergy Renewables

Exhibit 99.1 ESGEN Acquisition Corp. Announces Updated Transaction Terms for its Pending Business Combination with Sunergy Renewables DALLAS, TX & NEW PORT RICHEY, FL – January, 25, 2024 – ESGEN Acquisition Corp. (“ESGEN”) (Nasdaq: ESACU, ESAC, ESACW), a special purpose acquisition company, and Sunergy Renewables, LLC (“Sunergy” or the “Company”), a leading Florida-based provider of residential so

Promissory Note in favor of ESGEN LLC, dated January 24, 2024.

Exhibit 10.11 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

AMENDED AND RESTATED SUBSCRIPTION AGREEMENT

EX-10.2 Exhibit 10.2 AMENDED AND RESTATED SUBSCRIPTION AGREEMENT ESGEN Acquisition Corporation 5956 Sherry Lane Suite 1400 Dallas, Texas 75225 ESGEN OpCo, LLC 5956 Sherry Lane Suite 1400 Dallas, Texas 75225 Sunergy Renewables, LLC 255 W 4500 N. Provo, UT 84604 Attention: Tim Bridgewater Ladies and Gentlemen: This Amended and Restated Subscription Agreement (this “Subscription Agreement”) is being

Amendment No. 2 to Letter Agreement, dated as of January 24, 2024, by and among ESGEN, the Sponsor and the Insiders party thereto.

Exhibit 10.1 AMENDMENT NO. 2 TO LETTER AGREEMENT This Amendment No. 2 (this “Amendment”), dated as of January 24, 2024 (the “Effective Date”) to the Letter Agreement (as defined below) is entered into by and among (i) ESGEN Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and (ii) ESGEN LLC, a Delaware limited liability company (“Sponsor”), and (iii) each of the undersig

Form of New PubCo Indemnification Agreement.

Exhibit 10.10 Indemnification Agreement This Indemnification Agreement (“Agreement”) is made as of [], 2024 by and between [], Inc., a Delaware corporation (the “Company”), and [] (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement. Recitals WHEREAS, the Board of Directors of the Com

ESGEN Acquisition Corp. Announces Updated Transaction Terms for its Pending Business Combination with Sunergy Renewables

EX-99.1 Exhibit 99.1 ESGEN Acquisition Corp. Announces Updated Transaction Terms for its Pending Business Combination with Sunergy Renewables DALLAS, TX & NEW PORT RICHEY, FL – January, 25, 2024 – ESGEN Acquisition Corp. (“ESGEN”) (Nasdaq: ESACU, ESAC, ESACW), a special purpose acquisition company, and Sunergy Renewables, LLC (“Sunergy” or the “Company”), a leading Florida-based provider of reside

Amendment No. 1 to Business Combination Agreement, dated as of January 24, 2024, by and between ESGEN and Sunergy.

Exhibit 2.1 AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of January 24, 2024 (the “Effective Date”), is made by and between ESGEN Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (“SPAC”), and Sunergy Renewables, LLC, a Nevada limited liability company (the “Company”), to that certain Business Comb

AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT

EX-2.1 Exhibit 2.1 AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of January 24, 2024 (the “Effective Date”), is made by and between ESGEN Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (“SPAC”), and Sunergy Renewables, LLC, a Nevada limited liability company (the “Company”), to that certain Busine

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): January 24, 2024 ESGEN ACQUISITIO

425 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): January 24, 2024 ESGEN ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40927 98-1601409 (State or other jurisdiction of incorpora

Consent of Dr. Abigail M. Allen as designee to New PubCo board of directors.

Exhibit 99.7 CONSENT TO REFERENCE IN PROXY STATEMENT/ PROSPECTUS January 25, 2024 ESGEN Acquisition Corporation Andrea Bernatova Chief Executive Officer 5956 Sherry Lane, Suite 1400 Dallas, TX 75225 ESGEN Acquisition Corporation (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Ac

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): January 24, 2024 ESGEN ACQUISITIO

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): January 24, 2024 ESGEN ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40927 98-1601409 (State or other jurisdiction of incorporation

2

Filed by ESGEN Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: ESGEN Acquisition Corporation (File No.

KYG3R95N1030 / ESGEN Acquisition Corp. / Sea Otter Advisors LLC - AMENDMENT NO. 1 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* ESGEN ACQUISITION CORPORATION (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 (Title of Class of Securities) G3R95103 (CUSIP Number) 10/18/2023 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2023 ESGEN Acquisition Corp

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2023 ESGEN Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40927 98-1601409 (State or other jurisdiction of i

Disclaimer This confidential presentation (this “Presentation”) is being delivered to you by ESGEN Acquisition Corp. (“SPAC” or “ESGEN”) in connection with its potential business combination (the “Transaction” or “Business Combination”) with Sunergy

EX-99.1 Company Presentation November 2023 CONFIDENTIAL Exhibit 99.1 Disclaimer This confidential presentation (this “Presentation”) is being delivered to you by ESGEN Acquisition Corp. (“SPAC” or “ESGEN”) in connection with its potential business combination (the “Transaction” or “Business Combination”) with Sunergy Renewables, LLC (“Sunergy” and the combined company formed with SPAC, “Combined C

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 13, 2023 ESGEN ACQUISITI

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 13, 2023 ESGEN ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40927 98-1601409 (State or other jurisdiction of incorporatio

Sunergy Renewables Analyst Day Transcript Event Date: November 10, 2023 Recording first made available November 13, 2023

Filed by ESGEN Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: ESGEN Acquisition Corporation (File No.

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 13, 2023 ESGEN ACQUISITI

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 13, 2023 ESGEN ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40927 98-1601409 (State or other jurisdiction of incorporatio

Consent of Houlihan Capital, LLC.

Exhibit 99.9 CONSENT OF HOULIHAN CAPITAL, LLC We hereby consent to the inclusion of our opinion letter to the Board of Directors of ESGEN Acquisition Corporation (“ESGEN”) as an exhibit to the Registration Statement on Form S-4 as filed by ESGEN with the Securities and Exchange Commission, and to the references to our firm and such opinion in such Registration Statement. In giving such consent, we

List of subsidiaries of Sunergy.

Exhibit 21.2 SUBSIDIARIES OF SUNERGY RENEWABLES, LLC Name of Subsidiary Jurisdiction of Incorporation Sunergy Roofing & Construction, Inc. Florida Sunergy Solar LLC Florida Sun First Energy, LLC Utah

As filed with the Securities and Exchange Commission on November 6, 2023

S-4/A Table of Contents As filed with the Securities and Exchange Commission on November 6, 2023 No.

Consent of James P. Benson as designee to New PubCo board of directors.

Exhibit 99.4 CONSENT TO REFERENCE IN PROXY STATEMENT/PROSPECTUS ESGEN Acquisition Corporation is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended. In connection therewith, I confirm my consent to being named as a director nominee in the Registration Statement, including all amendments and post-effective amendments

Contribution Agreement, dated as of October 1, 2021, by and among Anton Hruby, Gianluca Guy, JKae Holdings, LLC, Clarke Capital, LLC, White Horse Energy, LC and Sunergy Renewables, LLC.

Exhibit 2.2 CONTRIBUTION AGREEMENT This Contribution Agreement (this “Agreement”) is dated as of October 1, 2021, by and among Anton Hruby, an individual (“Sunergy Member 1”), Gianluca Guy, an individual (“Sunergy Member 2,” and together with Sunergy Member 1, the “Sunergy Members”), JKae Holdings, LLC, a Utah limited liability company (“Sun First Member 1”), Clarke Capital, LLC, a Utah limited li

ESGEN Acquisition Corporation 5956 Sherry Lane, Suite 1400 Dallas, Texas 75225 November 3, 2023

ESGEN Acquisition Corporation 5956 Sherry Lane, Suite 1400 Dallas, Texas 75225 November 3, 2023 VIA EDGAR Attention: Kevin Stertzel   Martin James   Patrick Fullem   Geoffrey Kruczek United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.

Amendment to the Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on October 24, 2023)

Exhibit 3.1 ESGEN ACQUISITION CORPORATION (the “Company”) The following resolution was duly adopted as a special resolution of the Company at an extraordinary general meeting of the Company held on 20 October 2023 at 11:00 am (Eastern Time). The Extension Proposal RESOLVED, as a special resolution, that the proposed payment by the Company from the Company’s working capital account into the Trust A

Amendment to the Amended and Restated Memorandum and Articles of Association of ESGEN Acquisition Corporation.

Exhibit 3.2 ESGEN ACQUISITION CORPORATION (the “Company”) The following resolution was duly adopted as a special resolution of the Company at an extraordinary general meeting of the Company held on 20 October 2023 at 11:00 am (Eastern Time). The Conversion Proposal RESOLVED, as a special resolution, that Article 167 of the Amended and Restated Memorandum and Articles of Association of the Company

Submission of Matters to a Vote of Security Holders

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): October 20, 2023 ESGEN ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-40927 98-1601409 (State or Other Jurisdiction of Incorporation) (C

Amendment to the Amended and Restated Memorandum and Articles of Association of ESGEN Acquisition Corporation.

Exhibit 3.1 ESGEN ACQUISITION CORPORATION (the “Company”) The following resolution was duly adopted as a special resolution of the Company at an extraordinary general meeting of the Company held on 20 October 2023 at 11:00 am (Eastern Time). The Extension Proposal RESOLVED, as a special resolution, that the proposed payment by the Company from the Company’s working capital account into the Trust A

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): October 20, 2023 ESGEN ACQUISITIO

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): October 20, 2023 ESGEN ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-40927 98-1601409 (State or Other Jurisdiction of Incorporation) (C

Amendment to the Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on October 24, 2023)

Exhibit 3.2 ESGEN ACQUISITION CORPORATION (the “Company”) The following resolution was duly adopted as a special resolution of the Company at an extraordinary general meeting of the Company held on 20 October 2023 at 11:00 am (Eastern Time). The Conversion Proposal RESOLVED, as a special resolution, that Article 167 of the Amended and Restated Memorandum and Articles of Association of the Company

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): October 19, 2023 ESGEN ACQUISITIO

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): October 19, 2023 ESGEN ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-40927 98-1601409 (State or Other Jurisdiction of Incorporation) (C

Current Report

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): October 19, 2023 ESGEN ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-40927 98-1601409 (State or Other Jurisdiction of Incorporation) (C

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): October 16, 2023 ESGEN ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-40927 98-1601409 (State or Other Jurisdiction of Incorporation) (C

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): October 17, 2023 ESGEN ACQUISITIO

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): October 17, 2023 ESGEN ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-40927 98-1601409 (State or Other Jurisdiction of Incorporation) (C

ESGEN Acquisition Corporation Announces Postponement of Extraordinary General Meeting to Friday, October 20, 2023

Exhibit 99.1 ESGEN Acquisition Corporation Announces Postponement of Extraordinary General Meeting to Friday, October 20, 2023 DALLAS, TX, Oct. 16, 2023 – ESGEN Acquisition Corporation (Nasdaq: ESACU, ESAC, ESACW) (“ESGEN” or the “Company”), announced today that its previously announced extraordinary general meeting (the “Meeting”) for the purpose of considering and voting on, among other proposal

Current Report

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): October 17, 2023 ESGEN ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-40927 98-1601409 (State or Other Jurisdiction of Incorporation) (C

Amended and Restated Promissory Note in favor of ESGEN LLC, dated October 17, 2023 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on October 17, 2023)

Exhibit 10.1 THIS AMENDED & RESTATED PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTA

ESGEN Acquisition Corporation Announces Postponement of Extraordinary General Meeting to Friday, October 20, 2023

Exhibit 99.1 ESGEN Acquisition Corporation Announces Postponement of Extraordinary General Meeting to Friday, October 20, 2023 DALLAS, TX, Oct. 16, 2023 – ESGEN Acquisition Corporation (Nasdaq: ESACU, ESAC, ESACW) (“ESGEN” or the “Company”), announced today that its previously announced extraordinary general meeting (the “Meeting”) for the purpose of considering and voting on, among other proposal

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e

Filed by ESGEN Acquisition Corporation pursuant to Rule 425

Filed by ESGEN Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: ESGEN Acquisition Corporation (File No.

Sunergy Reports First Half 2023 Results Record First Half Highlighted by Net Revenue Increase to $48.8 Million and Gross Profit Increase to $9.6 Million

Filed by ESGEN Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: ESGEN Acquisition Corporation (File No.

Consent of Houlihan Capital, LLC.

Exhibit 99.9 CONSENT OF HOULIHAN CAPITAL, LLC We hereby consent to the inclusion of our opinion letter to the Board of Directors of ESGEN Acquisition Corporation (“ESGEN”) as an exhibit to the Registration Statement on Form S-4 as filed by ESGEN with the Securities and Exchange Commission, and to the references to our firm and such opinion in such Registration Statement. In giving such consent, we

Consent of Gianluca Guy as designee to New PubCo board of directors.

Exhibit 99.3 CONSENT TO REFERENCE IN PROXY STATEMENT/ PROSPECTUS September 15, 2023 ESGEN Acquisition Corporation Andrea Bernatova Chief Executive Officer 5956 Sherry Lane, Suite 1400 Dallas. TX 75225 ESGEN Acquisition Corporation (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities

List of subsidiaries of ESGEN.

Exhibit 21.1 SUBSIDIARIES OF ESGEN ACQUISITION CORPORATION Name of Subsidiary Jurisdiction of Organization ESGEN OpCo, LLC Delaware

Filing fee table.

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) ESGEN Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1)(7) Proposed Maximum Offering Price Per Security Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Class A Common Stock Rule 457(f)(1) 9,796,555(2) $11.

Consent of James P. Benson as designee to New PubCo board of directors.

Exhibit 99.4 CONSENT TO REFERENCE IN PROXY STATEMENT/PROSPECTUS ESGEN Acquisition Corporation is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended. In connection therewith, I confirm my consent to being named as a director nominee in the Registration Statement and to serve as a director if elected or appointed. Date

As filed with the Securities and Exchange Commission on September 1 8 , 2023 No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D. C . 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ESGEN ACQUISITION CORPORATION* (Exact n

Table of Contents As filed with the Securities and Exchange Commission on September 1 8 , 2023 No.

Consent of Timothy Bridgewater as designee to New PubCo board of directors.

Exhibit 99.2 CONSENT TO REFERENCE IN PROXY STATEMENT/ PROSPECTUS September 15, 2023 ESGEN Acquisition Corporation Andrea Bernatova Chief Executive Officer 5956 Sherry Lane, Suite 1400 Dallas, TX 75225 ESGEN Acquisition Corporation (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

Sunergy to Present at the ROTH MKM 10th Annual Solar & Storage Symposium at SPI on September 12, 2023

Filed by ESGEN Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: ESGEN Acquisition Corporation (File No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2023 ESGEN Acquisition Corporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2023 ESGEN Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40927 98-1601409 (State or other jurisdiction of incorporation or organiz

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2023 ESGEN Acquisition Corporat

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2023 ESGEN Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40927 98-1601409 (State or other jurisdiction of incor

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): May 10, 2023 ESGEN ACQUISITION CO

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): May 10, 2023 ESGEN ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-40927 98-1601409 (State or Other Jurisdiction of Incorporation) (Commi

* * * * *

425 Filed by ESGEN Acquistion Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: ESGEN Acquisition Corporation (File No.

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Filed by ESGEN Acquistion Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: ESGEN Acquisition Corporation (File No.

Initial Subscription Agreement, dated as of April 19, 2023, by and between ESGEN and the Sponsor.

EX-10.2 Exhibit 10.2 SUBSCRIPTION AGREEMENT ESGEN Acquisition Corporation 5956 Sherry Lane Suite 1400 Dallas, Texas 75225 Sunergy Renewables, LLC 255 W 4500 N. Provo, UT 84604 Attention: Tim Bridgewater Ladies and Gentlemen: This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between ESGEN Acquisition Corpo

Initial Subscription Agreement, dated as of April 19, 2023, by and between ESGEN and the Sponsor.

Exhibit 10.2 SUBSCRIPTION AGREEMENT ESGEN Acquisition Corporation 5956 Sherry Lane Suite 1400 Dallas, Texas 75225 Sunergy Renewables, LLC 255 W 4500 N. Provo, UT 84604 Attention: Tim Bridgewater Ladies and Gentlemen: This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between ESGEN Acquisition Corporation,

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): April 19, 2023 ESGEN ACQUISITION

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): April 19, 2023 ESGEN ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40927 98-1601409 (State or other jurisdiction of incorporation)

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): April 19, 2023 ESGEN ACQUISITION

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): April 19, 2023 ESGEN ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40927 98-1601409 (State or other jurisdiction of incorporation)

Disclaimer This confidential presentation (this “Presentation”) is being delivered to you by ESGEN Acquisition Corp. (“SPAC” or “ESGEN”) in connection with its potential business combination (the “Transaction” or “Business Combination”) with Sunergy

EX-99.1 Investor Presentation April 2023 Exhibit 99.1 Disclaimer This confidential presentation (this “Presentation”) is being delivered to you by ESGEN Acquisition Corp. (“SPAC” or “ESGEN”) in connection with its potential business combination (the “Transaction” or “Business Combination”) with Sunergy Renewables, LLC (“Sunergy” and the combined company formed with SPAC, “Combined Co” or “Newco”).

Business Combination Agreement, dated as of April 19, 2023, by and among ESGEN, Sunergy, the Sellers, OpCo, the Sponsor and Timothy Bridgewater

Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT by and among ESGEN ACQUISITION CORPORATION, SUNERGY RENEWABLES, LLC, THE SELLERS PARTY HERETO, ESGEN OPCO, LLC, ESGEN LLC (SOLELY WITH RESPECT TO SECTION 7.20 AND SECTION 9.03), and TIMOTHY BRIDGEWATER, IN HIS CAPACITY AS THE SELLERS REPRESENTATIVE Dated as of April 19, 2023 Table of Contents Page ARTICLE I. DEFINITIONS 2 SECTION 1.01 Ce

Amendment to Letter Agreement, dated as of April 19, 2023, by and among ESGEN, the Sponsor and the Insiders party thereto.

Exhibit 10.1 AMENDMENT NO. 1 TO LETTER AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of April 19, 2023 (the “Effective Date”) to the Letter Agreement (as defined below) is entered into by and among (i) ESGEN Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and (ii) ESGEN LLC, a Delaware limited liability company (“Sponsor”), and each of the undersigned, inc

Business Combination Agreement, dated as of April 19, 2023, by and among ESGEN, Sunergy, the Sellers, OpCo, the Sponsor and Timothy Bridgewater.

Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT by and among ESGEN ACQUISITION CORPORATION, SUNERGY RENEWABLES, LLC, THE SELLERS PARTY HERETO, ESGEN OPCO, LLC, ESGEN LLC (SOLELY WITH RESPECT TO SECTION 7.20 AND SECTION 9.03), and TIMOTHY BRIDGEWATER, IN HIS CAPACITY AS THE SELLERS REPRESENTATIVE Dated as of April 19, 2023 Table of Contents Page ARTICLE I. DEFINITIONS 2 SECTION 1.01 Ce

Amendment to Letter Agreement, dated as of April 19, 2023, by and among ESGEN, the Sponsor and the Insiders party thereto.

Exhibit 10.1 AMENDMENT NO. 1 TO LETTER AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of April 19, 2023 (the “Effective Date”) to the Letter Agreement (as defined below) is entered into by and among (i) ESGEN Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and (ii) ESGEN LLC, a Delaware limited liability company (“Sponsor”), and each of the undersigned, inc

Disclaimer This confidential presentation (this “Presentation”) is being delivered to you by ESGEN Acquisition Corp. (“SPAC” or “ESGEN”) in connection with its potential business combination (the “Transaction” or “Business Combination”) with Sunergy

Investor Presentation April 2023 Exhibit 99.1 Disclaimer This confidential presentation (this “Presentation”) is being delivered to you by ESGEN Acquisition Corp. (“SPAC” or “ESGEN”) in connection with its potential business combination (the “Transaction” or “Business Combination”) with Sunergy Renewables, LLC (“Sunergy” and the combined company formed with SPAC, “Combined Co” or “Newco”). This Pr

Sunergy, a Provider of Residential Solar and Energy Efficiency Solutions, Signs Business Combination Agreement to Become a Public Company Through a Combination with ESGEN Acquisition Corp.

Exhibit 99.1 Sunergy, a Provider of Residential Solar and Energy Efficiency Solutions, Signs Business Combination Agreement to Become a Public Company Through a Combination with ESGEN Acquisition Corp. • Sunergy Renewables, LLC (“Sunergy”) has entered into a definitive business combination agreement with ESGEN Acquisition Corp. (“ESGEN”). The combined company is expected to be listed on the Nasdaq

Sunergy, a Provider of Residential Solar and Energy Efficiency Solutions, Signs Business Combination Agreement to Become a Public Company Through a Combination with ESGEN Acquisition Corp.

EX-99.1 Exhibit 99.1 Sunergy, a Provider of Residential Solar and Energy Efficiency Solutions, Signs Business Combination Agreement to Become a Public Company Through a Combination with ESGEN Acquisition Corp. • Sunergy Renewables, LLC (“Sunergy”) has entered into a definitive business combination agreement with ESGEN Acquisition Corp. (“ESGEN”). The combined company is expected to be listed on th

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): April 19, 2023 ESGEN ACQUISITION

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): April 19, 2023 ESGEN ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40927 98-1601409 (State or other jurisdiction of incorporation)

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): April 19, 2023 ESGEN ACQUISITION

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): April 19, 2023 ESGEN ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40927 98-1601409 (State or other jurisdiction of incorporation)

KYG3R95N1030 / ESGEN Acquisition Corp. / Sculptor Capital LP - SC 13G Passive Investment

SC 13G 1 d485379dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ESGEN Acquisition Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G3R95N103 (CUSIP Number) April 6, 2023 (Date of Event Which Requires Filing of this Statement) Ch

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): April 5, 2023 ESGEN ACQUISITION C

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): April 5, 2023 ESGEN ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-40927 98-1601409 (State or Other Jurisdiction of Incorporation) (Comm