Zeo Energy Corp.

false 0001865506 0001865506 2026-08-20 2026-08-20 0001865506 ZEO:ClassCommonStockParValue0.0001PerShareMember 2026-08-20 2026-08-20 0001865506 ZEO:WarrantsEachExercisableForOneShareOfClassCommonStockAtPriceOf11.50SubjectToAdjustmentMember 2026-08-20 2026-08-20 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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 21, 2026 ( August 20, 2026 ) ZEO ENERGY CORP. (Exact name of registrant as specified in its charter) Delaware 001-40927 98-1601409 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 7625 Little Rd , Suite 200A New Port Richey , FL 34654 (Address of principal executive offices) (Zip Code) ( 727 ) 375-9375 (Registrant’s telephone number, including area code) N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A Common Stock, par value $0.0001 per share ZEO The Nasdaq Stock Market LLC Warrants, each exercisable for one share of Class A Common Stock at a price of $11.50, subject to adjustment ZEOWW The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.01. Entry into a Material Definitive Agreement. As previously disclosed on a current report under the Form 8-K on January 27, 2026, Zeo Energy Corp, a Delaware corporation (the “Company”) entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with White Lion Capital, LLC (“White Lion). Pursuant to the Purchase Agreement, the Company has the right, but not the obligation, to require White Lion to purchase, from time to time as determined by the Company, up to $30.0 million in aggregate gross purchase price of newly issued Class A Common Stock of the Company. On August 20, 2026, the parties entered into an amendment to the Purchase Agreement (the “Amendment”). The principal purpose of the Amendment is to modify the definition of the minimum purchase price per share pursuant to an Accelerated Purchase Notice to be not lower than the applicable floor price, as determined by the Company in its sole discretion, and the price set forth in the applicable Accelerated Purchase Notice. Previously, the Company did not have the discretion to set a floor price. All capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Purchase Agreement. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibits 10.1, to this Current Report on Form 8-K and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit Description 10.1 Amendment No. 1 to Common Stock Purchase Agreement, dated as of August 20, 2026, by and between the Company and White Lion Capital, LLC 104 Cover Page Interactive Data File (formatted as Inline XBRL) 1 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ZEO ENERGY CORP. Dated: August 21, 2026 By: /s/ Timothy Bridgewater Timothy Bridgewater Chief Executive Officer 2