As filed with the Securities and Exchange Commission on May 23, 2024 Registration No. 333-278769 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________________ AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ________________________ ZEO ENERGY CORP. (Exact name of registrant as specified in its charter) ________________________ | Delaware | 4931 | 001-40927 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Indust ...

Business Strategy and Market Expansion - Zeo Energy Corp. aims to expedite the transition to renewable energy by providing affordable solar energy systems and related services across Florida, Texas, Arkansas, and Missouri[157]. - The company plans to enter new markets selectively where favorable net metering policies exist and solar penetration is below 7%[161]. - The company plans to expand its residential sales into new markets, targeting underserved areas in Florida, Texas, Arkansas, and Missouri[185]. - In 2024, the company sold over $1.3 million in roofing replacements to support solar installations, with plans to expand this business[186]. - The company intends to increase its in-house sales force and external sales dealers in 2024 to capture new customers in the Southern U.S. residential markets[187]. Financial Performance - Revenue for the three months ended March 31, 2024, was $19.49 million, a 4.0% increase from $18.73 million in the same period of 2023[181]. - Gross profit decreased to $1.84 million with a gross margin of 9.5%, down from $3.49 million and 18.6% respectively in the prior year[181]. - Adjusted EBITDA was $(1.15) million, reflecting an adjusted EBITDA margin of (5.9)%, compared to $2.05 million and 10.9% in the previous year[181]. - The company reported a net loss of $1.7 million for the three months ended March 31, 2024, compared to a net income of approximately $1.6 million in the same period of 2023[222]. - Adjusted EBITDA for the three months ended March 31, 2024, was $(1.15) million, a decrease from $2.05 million in the same period of 2023[222]. - The Adjusted EBITDA margin for the three months ended March 31, 2024, was (5.9)%, compared to 10.9% in the same period of 2023[224]. Cost and Expenses - Cost of goods sold increased by 16.0% to $17.18 million, resulting in a cost of goods sold percentage of 88.2%, up from 79.1% in the prior year[201][203]. - General and administrative expenses surged by 151.5% to $3.34 million, primarily due to investments in customer support and technology[201][206]. - The company is facing inflationary pressures, with increased costs of labor and materials impacting operating margins[188]. Cash Flow and Financing - As of March 31, 2024, cash and cash equivalents were approximately $7.7 million, down from $8.0 million at the end of 2023[210]. - Net cash used in operating activities was approximately $10.2 million for the three months ended March 31, 2024, a decrease of $11.7 million compared to a net cash provided of approximately $1.6 million in the same period of 2023[215]. - Net cash used in investing activities was approximately $0.2 million for the three months ended March 31, 2024, primarily related to purchases of property and equipment of $0.3 million, compared to $0.6 million in the same period of 2023[216]. - Net cash provided by financing activities was approximately $10.1 million for the three months ended March 31, 2024, primarily due to cash acquired from the Business Combination of $10.4 million, compared to approximately $0.2 million in the same period of 2023[217]. - The company utilized internally generated positive cash flow to grow the business, with significant cash inflows from financing activities[217]. Corporate Structure and Governance - Following the Business Combination, the Sellers own 83.8% of the equity of the company, indicating no change in control[175]. - The Business Combination was treated as a reverse recapitalization, with ESGEN being considered the acquired company[171]. - The Class A Common Stock and public warrants are traded on Nasdaq under the ticker symbols "ZEO" and "ZEOWW," respectively[170]. - The company has $3.0 million payable for professional services related to the business combination, to be paid over the next six quarters[218]. - There was no goodwill impairment recorded for the three months ended March 31, 2024, and 2023[229]. Compliance and Operational Efficiency - Ongoing public company costs are expected to increase due to compliance requirements and additional expenses related to legal, accounting, and investor relations[179]. - The company has focused on improving operational efficiency and expanding its workforce to ensure high standards for quality and safety[161]. - The company emphasizes the use of non-GAAP financial measures to evaluate performance and facilitate comparisons with other companies in the industry[220].

Financial Performance - Total revenue for Q1 2024 increased by 4% to $19.5 million compared to $18.7 million in Q1 2023[11] - Gross profit for Q1 2024 decreased by 47% to $1.8 million, representing 9.5% of net revenue, down from 18.6% in Q1 2023[11] - Net loss for Q1 2024 was $1.7 million, compared to a net income of approximately $1.6 million in Q1 2023[11] - Adjusted EBITDA for Q1 2024 resulted in a loss of $1.2 million, a decrease from a profit of approximately $2.0 million in Q1 2023[11] - The net loss for the period was $1,699,200, compared to a net income of $1,602,939 in the same quarter of 2023, indicating a significant decline in profitability[20] - The company reported a basic and diluted net loss per common unit of $1.20 for the quarter[20] Operating Expenses - Operating expenses increased to $21,102,265, up 23.2% from $17,118,006 in the prior year, primarily due to higher cost of goods sold and general administrative expenses[20] - Cash flows from operating activities showed a net cash used of $10,153,821, contrasting with a net cash provided of $1,589,777 in the prior year[22] Merger and Financing - The merger with ESGEN Acquisition Corp. was completed on March 13, 2024, with transaction expenses totaling $11.7 million[5] - Preferred equity of $15.0 million was provided by Energy Spectrum to cover merger expenses and support ongoing operations[5] - Proceeds from the issuance of convertible preferred stock amounted to $10,277,275, contributing to financing activities[22] Sales and Market Outlook - The company expanded its sales and installation capacity into Ohio and Illinois during Q1 2024[5] - The company anticipates more favorable equipment pricing and stable or declining interest rates throughout 2024[4] - The company expects profitability to return to historical growth levels in the remaining quarters of 2024[4] Assets and Cash Position - The total assets as of March 31, 2024, were $51.6 million, an increase from $48.0 million as of December 31, 2023[18] - Cash and cash equivalents at the end of the period were $7,731,124, down from $8,022,306 at the beginning of the period[22] - The company experienced a net decrease in cash and cash equivalents of $291,182 during the quarter[22] Related Party Transactions - Related party revenue for the three months ended March 31, 2024, was $8,812,769, with no related party revenue reported in the same period of 2023[20] Warrant Liabilities - The company incurred a change in fair value of warrant liabilities amounting to $(138,000) during the quarter[22]

As filed with the Securities and Exchange Commission on April 17, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ________________________ ZEO ENERGY CORP. (Exact name of registrant as specified in its charter) ________________________ Delaware 4931 001-40927 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer ...

Business Operations and Growth - Zeo Energy Corp. completed its initial business combination with Sunergy Renewables, LLC on March 13, 2024, and changed its name from ESGEN Acquisition Corp.[28] - As of December 31, 2023, Zeo has expanded its personnel from approximately 180 to approximately 288, reflecting a 60% increase since the Contribution[32] - The internal sales team grew to approximately 270 agents by December 31, 2023, marking a 100% increase from the previous year[38] - The company plans to continue growing its roofing operations, which complement its solar energy system installations[35] - The company plans to expand operations into new geographic markets with a focus on areas where less than 7% of the residential market has solar energy systems[55] - The company aims to increase installation capacity by hiring and training more skilled technicians and collaborating with subcontractors[56] - The company has experienced profitable growth over the last four years, despite challenges associated with operating as a publicly traded entity[59] - The company’s scalable business platform is designed to support rapid growth by efficiently adding personnel and collaborating with external dealers[66] - The company has experienced significant growth and intends to continue expanding within existing markets and new locations, which may strain management and operational infrastructure[127] Customer Financing and Sales - The majority of customers (at least 90%) financed their solar energy system purchases through third-party loans with terms between 7 and 25 years[44] - The company has launched a leasing program for residential solar energy systems to enhance affordability and increase sales potential[58] - The company's sales model emphasizes high volume and low customer acquisition costs through effective training and a multi-step sales process[60][62] - The company’s growth strategy relies on third-party financing arrangements for customer purchases, making it vulnerable to changes in credit markets[130] - The company is currently dependent on third-party leasing companies for financing solar energy system leases, which represented 8% of installations in 2023, with expectations for growth in 2024[196][197] Supply Chain and Equipment - Zeo purchased approximately 98% of its installed equipment from Greentech in 2023, establishing a strong supplier relationship[49] - The company sources approximately 98% of its equipment from a single supplier, Greentech, making it vulnerable to supply chain disruptions and price changes[117] - The company has a variety of quality standards for third-party suppliers, but reliance on them poses risks of increased costs and operational disruptions[124] - The company may incur higher compliance costs due to trade restrictions and governmental responses related to human rights concerns[219] - Supply chain constraints, increased demand for solar systems, and rising inflation have contributed to price increases for solar components[220] Regulatory and Compliance Risks - The company is subject to various government regulations that impact installation processes and component pricing due to tariffs and trade restrictions[79][80] - Changes in government policies and regulations regarding utility rebates, tax credits, and other financial incentives could significantly impact the company's business model and financial performance[200][201] - The company faces potential regulatory changes that could classify it as a utility, imposing significant operational restrictions and increased costs[211] - Compliance with environmental laws and regulations can be expensive, with potential fines and damages for noncompliance impacting financial performance[225] - Noncompliance with health and safety regulations could result in significant monetary damages and operational restrictions[227] Market Competition and Challenges - The company faces competition from electric utilities, retail electric providers, and other solar companies, which may impact sales growth[67][68] - The company faces competition from electric utilities, retail electric providers, and independent power producers, which have greater resources[97][98] - A material reduction in retail electricity prices could harm the company's offerings and competitiveness[107] - The potential for over-generation of solar energy could lead to curtailment of existing resources, adversely impacting future growth and cash flows[147] - Competition for qualified personnel is increasing, particularly for skilled installation personnel, which could adversely affect the company's business[175] Financial Performance and Economic Factors - The company has experienced heightened inflation in labor and component costs, impacting solar energy equipment prices since 2020[51] - Inflation could lead to increased costs for labor and equipment, adversely impacting the company's financial condition and results of operations[189] - Fluctuations in interest rates could lower demand for solar power products, reducing revenue and adversely affecting financial results[191] - The company may incur debt in the future, which could introduce debt servicing costs and risks to business operations[192] - The company may incur net losses as it increases spending to finance operational expansion and marketing initiatives, making it difficult to assess the impact on profitability[112] Customer Experience and Satisfaction - The company’s vertically integrated business model enhances project completion speed and customer satisfaction, leading to higher retention rates[64] - The company has experienced increased customer cancellations in certain markets, which may adversely affect financial results if trends continue[121] - Disruptions to solar production metering and energy storage solutions could negatively impact customer experiences and harm market reputation[157] - The company relies heavily on its brand and reputation for high-quality solar service offerings, and any failure to meet customer expectations could harm growth through referrals[171] Environmental and Climate Risks - Climate change poses systemic risks to the company's operations, potentially leading to increased operational costs and decreased revenue due to extreme weather events[110] - The company’s growth may be adversely affected by unfavorable meteorological conditions impacting solar energy production[109] - Changes in net metering policies could affect the company's operations and customer incentives in various states[87] Legal and Cybersecurity Risks - The company is not currently involved in any material litigation, but may face legal proceedings in the ordinary course of business[91] - The company has not experienced a material cybersecurity incident to date, but future incidents could adversely affect business operations[166] - The company may face claims related to noncompliance with open source license terms, which could result in litigation and additional costs[165] International Trade and Tariffs - The U.S. government imposed tariffs on $200 billion worth of imports from China, including solar inverters, with tariffs increasing from 10% to 25% in May 2019[214] - The Department of Commerce found that certain Chinese solar manufacturers circumvented U.S. import duties by routing operations through Cambodia, Malaysia, Thailand, and Vietnam[216] - An emergency declaration established a two-year tariff exemption for solar panels and cells imported from Cambodia, Malaysia, Thailand, and Vietnam, delaying potential dumping duties[217] - The U.S. International Trade Commission recommended extending tariffs on imported crystalline silicon PV cells and modules for another four years, until 2026, starting at 14.75%[218]

Financial Performance - Net revenue for the full year 2023 increased 24% to $110.1 million compared to $89.0 million in 2022[6] - Gross profit for the full year 2023 increased 26% to $20.2 million, representing 18.3% of net revenue[6] - Adjusted EBITDA for the full year 2023 increased 8% to $11.2 million, which is 10.2% of net revenue[6] - Fourth quarter net revenue totaled $23.4 million, a 2% increase from $22.9 million in the comparable 2022 period[10] - Total revenue for the year ended December 31, 2023, increased to $110,066,601, up 23.8% from $88,963,855 in 2022[20] - Net income for the year ended December 31, 2023, was $6,230,438, a decrease of 28.2% compared to $8,665,770 in 2022[20] - Adjusted EBITDA margin decreased from 11.7% in 2022 to 10.2% in 2023[14] Cash and Assets - Cash and cash equivalents as of December 31, 2023, totaled $8.0 million, up from $4.3 million at September 30, 2023[10] - Cash and cash equivalents at the end of 2023 were $8,022,306, significantly up from $2,268,306 at the end of 2022, representing a 253.5% increase[23] - Total assets increased to $47,987,187 in 2023, compared to $35,201,421 in 2022, reflecting a growth of 36.3%[18] Liabilities and Expenses - Total liabilities rose to $15,654,299 in 2023, up from $3,925,575 in 2022, marking a substantial increase of 298.5%[18] - Operating expenses for the year ended December 31, 2023, totaled $103,528,766, an increase of 29.0% from $80,318,089 in 2022[20] - The company reported a provision for credit losses of $1,531,223 in 2023, compared to $742,772 in 2022, indicating a 106.5% increase[23] - The company incurred interest expenses of $123,996 in 2023, compared to $51,295 in 2022, reflecting an increase of 142.4%[20] Strategic Developments - The company opened a new market in Missouri, advancing its commitment to geographic expansion in the US[4] - The completed business combination with ESGEN Acquisition Corp. occurred on March 13, 2024, resulting in ZEO and ZEOWW trading on the Nasdaq Capital Market[6] - The company plans to expand into several new geographies and drive sustainable profitability in 2024[5] Operating Activities - The net cash provided by operating activities for the year ended December 31, 2023, was $11,963,994, an increase from $10,719,945 in 2022[23] - The weighted average units outstanding remained stable at 1,000,000 for both 2023 and 2022[20] - The company reported a net income loss of $0.1 million in Q4 2023, down from a net income of approximately $1.1 million in Q4 2022[10]

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 and NEW PORT RICHEY, Fla. , March 13, 2024 (GLOBE NEWSWIRE) -- ESGEN Acquisition Corp. ("ESGEN"), a publicly-traded special purpose acquisition company, today announced the completion of its business combination (the "Business Combination") with Sunergy Renewables, LLC ("Sunergy"), a leading Florida-based provider of residen ...

DALLAS and NEW PORT RICHEY, Fla., March 07, 2024 (GLOBE NEWSWIRE) -- ESGEN Acquisition Corp. ("ESGEN") (NASDAQ:ESACU, ESAC, ESACW))), a publicly-traded special purpose acquisition company, and Sunergy Renewables, LLC ("Sunergy"), a leading Florida-based provider of residential solar and energy efficiency solutions, today announced that ESGEN's shareholders have approved its previously announced proposed business combination with Sunergy (the "Business Combination") at its extraordinary general meeting of ES ...

DALLAS and NEW PORT RICHEY, Fla., Feb. 13, 2024 (GLOBE NEWSWIRE) -- ESGEN Acquisition Corp. ("ESGEN") (NASDAQ:ESACU, ESAC, ESACW))), a publicly-traded special purpose acquisition company, and Sunergy Renewables, LLC ("Sunergy"), a leading Florida-based provider of residential solar and energy efficiency solutions, today announced that ESGEN's registration statement on Form S-4, as amended (the "Registration Statement") in connection with the previously announced proposed business combination (the "Business ...

IPO and Business Combination - ESGEN Acquisition Corporation completed its initial public offering on October 22, 2021, raising $276 million from the sale of 27,600,000 units at $10.00 per unit[133]. - As of October 16, 2023, $281,520,000 from the IPO proceeds was held in a trust account, which was liquidated to hold funds in demand deposits until the completion of a business combination or January 22, 2024[134]. - The company extended the deadline to complete its initial business combination from October 22, 2023, to January 22, 2024, allowing for up to six additional one-month extensions[137]. - On April 19, 2023, ESGEN entered into a Business Combination Agreement with Sunergy Renewables, LLC, which includes provisions for the conversion of Class B ordinary shares into Class A ordinary shares[141][143]. - Following the Business Combination, ESGEN will domesticate as a Delaware corporation and change its name to New PubCo[143][144]. - At the closing of the business combination, ESGEN will contribute all its assets, including cash from the trust account, to its wholly-owned subsidiary, OpCo[147]. - The Business Combination is expected to close in the first quarter of 2024, pending shareholder approvals and customary closing conditions[150]. - The company has until January 22, 2024, to consummate a Business Combination, or it will face mandatory liquidation[162]. Shareholder Activity - Shareholders redeemed 24,703,445 Class A ordinary shares for approximately $10.35 per share, totaling $255,875,758 during the first extension[136]. - The Sponsor contributed $0.0525 per share for each Class A ordinary share not redeemed, amounting to a total contribution of $73,949[139]. - The total number of Class A ordinary shares outstanding after the Sponsor's conversion and redemptions is 7,027,632[140]. - The Initial Subscription Agreement includes a commitment from the Sponsor to purchase 1,000,000 shares of Class A Common Stock at $10.00 per share, totaling $10,000,000[149]. Financial Performance - For the three months ended September 30, 2023, the company reported a net income of $631,724, driven by a change in fair value of warrant liabilities of $1,046,784 and dividends earned on marketable securities of $413,940, offset by operating costs of $829,000[154]. - For the nine months ended September 30, 2023, the company experienced a net loss of $2,225,459, which included a change in fair value of warrant liabilities of $206,016 and operating costs of $4,164,293, partially offset by dividends earned on marketable securities of $1,719,810[156]. - As of September 30, 2023, the company had cash of $267,058 and total liabilities of $7,015,026, which includes $5,296,038 in accounts payable and accrued expenses[158]. - The company incurred $30,000 for office space and administrative services for the three months ended September 30, 2023, consistent with the previous year[165]. - The company reported an outstanding balance of $1,238,449 under the unsecured promissory note as of September 30, 2023[151]. Risk and Controls - As of September 30, 2023, the company was not subject to any market or interest rate risk, with net proceeds from the Public Offering invested in U.S. government securities with a maturity of 185 days or less[176]. - The company has not engaged in any hedging activities since inception and does not expect to do so in the future[177]. - Disclosure controls and procedures were determined to be ineffective as of September 30, 2023, due to a material weakness identified in internal control over financial reporting[179]. - The company identified material weaknesses in internal control, specifically in the calculation of earnings per share and classification of reinvestment of interest and dividend income in the Trust Account[180]. - Management plans to remediate the identified material weakness by enhancing processes to identify and apply applicable accounting requirements and improving communication among personnel[181]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected internal control[183]. - The company has not identified any critical accounting estimates in the preparation of its financial statements[174]. - The company has not disclosed any legal proceedings[184].