UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(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):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
ESGEN Acquisition Corporation
5956 Sherry Lane, Suite 1400
Dallas, TX 75225
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
EXPLANATORY NOTE
This Amendment No. 1 on Form 8-K/A (“Amendment No. 1”) amends the Current Report on Form 8-K of Zeo Energy Corp. (the “Company”), filed March 20, 2024 (the “Original Report”), in which the Company reported, among other events, the completion of the Business Combination (as defined in the Original Report).
This Amendment No. 1 is being filed solely for the purpose of providing certain omitted items in the Original Report under Item 2.01 and Item 9.01(a). This Amendment No. 1 does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments at the Company or its subsidiaries subsequent to the filing date of the Original Report. The information previously reported in or filed with the Original Report is hereby incorporated by reference to this Form 8-K/A. Capitalized terms used but not defined herein have the meanings assigned to them in the Original Report.
1
Item 2.01 Completion of Acquisition or Disposition of Assets.
Financial Information
The audited financial statements of Sunergy as of and for the years ended December 31, 2023 and 2022 are set forth in Exhibit 99.1 and incorporated herein by reference.
The unaudited pro forma condensed combined financial information of Sunergy and ESGEN is set forth in Exhibit 99.2 and incorporated herein by reference.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s Discussion and Analysis of Financial Condition and Results of Operations is set forth in Exhibit 99.3.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9.01. Financial Statement and Exhibits.
(a) Financial statements of businesses acquired.
The audited financial statements of Sunergy as of and for the years ended December 31, 2023 and 2022 are set forth in Exhibit 99.1 and incorporated herein by reference.
The unaudited pro forma condensed combined financial information of Sunergy and ESGEN is set forth in Exhibit 99.2 and incorporated herein by reference.
(c) Exhibits
EXHIBIT INDEX
| Exhibit Number | Description | |
| 99.1 | Audited Consolidated Financial Statements of Sunergy as of and for the years ended December 31, 2023 and 2022. | |
| 99.2 | Unaudited Pro Forma Condensed Combined Financial Information. | |
| 99.3 | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
2
SIGNATURE
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.
| Dated: March 25, 2024 | Zeo Energy Corp. | |
| By: | /s/ Timothy Bridgewater | |
| Name: | Timothy Bridgewater | |
| Title: | Chief Executive Officer and Chief Financial Officer | |
3