As filed with the Securities and Exchange Commission on January 27, 2026 Registration No. 333-291120 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) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 4931 001-40927 (I.R.S. Employer Identification Number) ...

As filed with the Securities and Exchange Commission on January 27, 2026 Registration No. 333-291120 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) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 4931 001-40927 (I.R.S. Employer Identification Number) ...

Core Insights - Zeo Energy Corp. reported a net revenue of approximately $23.9 million for Q3 2025, representing a 22% increase compared to Q3 2024 and a 32% increase from Q2 2025 [3][7][8] - The company anticipates Q4 net revenues to remain stable, navigating typical seasonal fluctuations while expanding into new markets like Virginia [3][4] - The acquisition of Heliogen is generating interest in large-scale energy solutions, particularly for data centers and commercial customers [4][7] Financial Performance - Q3 2025 Adjusted EBITDA was approximately $2.0 million, an improvement from $(0.2) million in Q3 2024 [7][8] - Gross profit for Q3 2025 increased to approximately $13.7 million, representing 57.4% of total net revenue, up from 48.8% in Q3 2024 [8] - The net loss for Q3 2025 was approximately $1.9 million, a decrease from a net loss of approximately $2.9 million in Q3 2024 [8] Operational Highlights - The company has shown resilience in maintaining revenue and managing costs despite challenges in the broader residential solar market [3] - Zeo Energy is focusing on attracting top sales talent and expanding into favorable new markets to position itself for future growth in 2026 [3][4] - The acquisition of Heliogen is expected to enhance Zeo's capabilities in long-duration energy generation and storage, particularly for high-demand applications [4][7]

Financial Performance - Net revenues for the three months ended September 30, 2025, were $23,896,448, representing an increase from $19,657,905 in the same period of 2024, a growth of approximately 21.4%[117] - Gross profit for the three months ended September 30, 2025, was $13,707,389, with a gross margin of 57.4%, compared to a gross profit of $9,587,229 and a gross margin of 48.8% in the same period of 2024[117] - Adjusted EBITDA for the three months ended September 30, 2025, was $1,956,127, with an adjusted EBITDA margin of 8.2%, compared to an adjusted EBITDA of $(241,712) and a margin of (1.2)% in the same period of 2024[117] - Net revenues for the nine months ended September 30, 2025, decreased by approximately $3.8 million to $50.8 million, a 7.0% decline compared to $54.6 million for the same period in 2024[148] - Contribution profit for the nine months ended September 30, 2025, was $7,593,178, a decrease from $9,714,754 in 2024, while contribution margin was 15.0% compared to 17.8% in 2024[167] - The company reported a net loss of $(17,868,299) for the nine months ended September 30, 2025, compared to $(8,736,845) in 2024, reflecting ongoing challenges[168] Cost and Expenses - Cost of revenues for the three months ended September 30, 2025, increased by $0.3 million to $10.1 million, while as a percentage of revenue, it declined from 49.8% to 42.1%[142] - General and administrative expenses decreased by $1.2 million to $6.0 million for the three months ended September 30, 2025, primarily due to decreased stock-based compensation expenses[144] - Sales and marketing expenses increased by $4.4 million to $9.6 million for the three months ended September 30, 2025, driven by increased stock-based compensation and expanded selling efforts[145] - Cost of revenues for the nine months ended September 30, 2025, decreased by $8.7 million to $22.1 million, improving as a percentage of revenue from 56.4% to 43.6%[149] - General and administrative expenses increased by $5.4 million to $21.3 million for the nine months ended September 30, 2025, mainly due to higher payroll costs and professional fees[152] - Commissions expense for the nine months ended September 30, 2025, was $12,735,435, slightly increasing from $12,663,350 in 2024[168] Cash Flow and Financing - Net cash used in operating activities was approximately $11.1 million for the nine months ended September 30, 2025, a decrease from $12.2 million in the same period of 2024[160] - Net cash provided by investing activities was approximately $13.5 million for the nine months ended September 30, 2025, primarily from cash acquired in the acquisition of Heliogen[161] - Net cash used in financing activities was approximately $4.1 million for the nine months ended September 30, 2025, compared to $8.8 million provided in the same period of 2024[162] - The company has approximately $2.5 million in convertible notes and only $0.1 million of debt on service trucks and vehicles, indicating a low debt level[163] Strategic Initiatives - The company completed the acquisition of Heliogen on August 8, 2025, issuing 6,217,612 shares of class A common stock at an exchange ratio of 0.9591 shares for each share of Heliogen common stock[114] - The company plans to expand its roofing business in all markets to facilitate faster solar installations, particularly in areas affected by severe weather[123] - Future revenue growth is expected to depend on the company's ability to expand into underserved residential markets in states like Florida, Texas, and Virginia[122] - The company aims to increase its in-house sales force and external sales dealers to target new customers in the Southern U.S. regional residential markets[125] - The company has approximately 280 sales agents and 12 independent sales dealers as of September 30, 2025, focusing on a capital-light business strategy[110] Market Conditions - The company is experiencing increased costs due to inflation, particularly in raw materials and labor, which may pressure operating margins[126] - Less than 5% of sales were paid in cash by customers in the nine months ended September 30, 2025, indicating a reliance on third-party financing[131] Performance Monitoring - Management uses non-GAAP financial measures to monitor performance and facilitate comparisons with other companies, highlighting the importance of these metrics in strategic decision-making[165] - Adjusted EBITDA for the nine months ended September 30, 2025, was $(1,924,958), improving from $(8,736,845) in 2024, with an adjusted EBITDA margin of (3.8)% compared to 0.2% in 2024[168] - Total gross profit for the nine months ended September 30, 2025, was $28,085,826, up from $23,176,906 in 2024[167]

As filed with the Securities and Exchange Commission on October 28, 2025 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) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 4931 001-40927 (I.R.S. Employer Identification Number) 7625 Little Rd, Suite ...

As filed with the Securities and Exchange Commission on October 28, 2025 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) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 4931 001-40927 (I.R.S. Employer Identification Number) 7625 Little Rd, Suite ...

Core Insights - Zeo Energy Corp. will present at ROTH Capital's 12th Annual Solar & Storage Symposium during the RE+ trade show in Las Vegas from September 8-11, 2025 [1][2] Company Overview - Zeo Energy Corp. is a Florida-based provider of residential solar and commercial long-duration energy-storage solutions [1][6] - The company operates Sunergy, focusing on residential solar and distributed energy solutions in high-growth markets with limited competition [6] - Zeo also operates Heliogen, Inc., which specializes in long-duration energy generation and storage for high-demand applications such as AI and data centers [6] Industry Context - RE+ is North America's premier clean energy conference, showcasing a wide range of renewable energy technologies [2] - The event aims to strengthen the clean energy industry through networking and education, reflecting best practices as the market evolves [2] - Last year's RE+ attracted over 40,000 clean energy professionals, including 14,000 senior executives and over 1,300 exhibitors [3]

Summary of Zeo Energy Corp Conference Call Company Overview - **Company Name**: Zeo Energy Corp - **Ticker Symbol**: ZEO - **Industry**: Residential solar sales, installation, and maintenance - **Location**: New Port Richey, Florida - **Public Listing**: Went public via SPAC in March 2024 - **Recent Acquisitions**: Acquired assets from bankrupt Lumio and energy storage company Heliogen, Inc. [2][14] Core Business Insights - **Ownership Structure**: Founder-owned with insiders owning over 60% of the company [3] - **Sales Force**: Approximately 300 sales representatives focused on door-to-door sales [3][4] - **Profitability**: Profitable since 2019 with positive EBITDA; did not require capital raise during public offering [3][12] - **Market Position**: Historically outperformed the industry until 2023 due to high interest rates leading to bankruptcies among competitors [3][4] Market Dynamics - **Industry Challenges**: High interest rates and poor cash management have led to turmoil in the residential solar market, with notable bankruptcies [4][12] - **Market Recovery**: Anticipation of market recovery and growth in the coming years [4][13] - **Sales Strategy**: Seasonal sales approach with a focus on summer sales blitzes [4][5] Growth Strategy - **Acquisition Focus**: Expanding through acquisitions and diversifying into commercial energy storage [6][14] - **Energy Storage Demand**: Increasing demand for long-duration energy storage solutions, particularly for AI data centers and large manufacturers [6][15] - **Customer Base**: Targeting solid credit customers (740 FICO score) for long-term leases [6] Competitive Landscape - **Comparison with Competitors**: Compared to larger competitors like Sunrun and Sunova, Zeo has lower debt and a more stable financial position [11][12] - **Market Penetration**: U.S. residential solar penetration is low compared to countries like Germany (12%), Netherlands (24%), and Australia (38%) [10][11] Financial Outlook - **Revenue Seasonality**: Approximately 65% of revenues and profitability expected in the second half of the year due to seasonal business [12] - **Future Projections**: Potential to double the number of homes with solar installations in the U.S. from 5 million to 10 million [11] Technology and Innovation - **Energy Storage Technologies**: Focus on molten salt and compressed CO2 storage technologies for energy storage solutions [6][20] - **Cost Efficiency**: Levelized cost of energy for 24/7 solar with backup CO2 is below $0.10 per kilowatt-hour [27] - **Long-Term Viability**: Storage technologies are expected to outperform lithium-based solutions in long-duration applications [31] Strategic Partnerships - **Leasing Partnerships**: Collaborating with leasing companies to provide long-term leases and tax equity benefits [6][16] - **Market Expansion**: Exploring complementary services such as roofing and HVAC to enhance offerings [13] Conclusion - **Market Positioning**: Zeo Energy Corp is well-positioned for growth in the residential and commercial solar markets, with a strong focus on energy storage solutions and a solid financial foundation [13][15]

Company Overview - Zeo Energy Corp. is a diversified clean energy company based in Florida, providing residential, commercial, industrial, and utility-scale solutions aimed at reducing costs and carbon emissions [6] - The company operates Sunergy, focusing on residential solar and distributed energy solutions in high-growth markets with limited competition [6] - Zeo also manages Heliogen, Inc., which specializes in long-duration energy generation and storage for high-demand applications such as AI and data centers [6] Upcoming Conference Participation - Zeo Energy Corp. will present at the 2025 Annual Gateway Conference on September 4th at 12:30 p.m. Pacific Time [2] - The presentation will be webcast live, and Zeo executives will be available for one-on-one meetings throughout the conference [2] - The Gateway Conference aims to connect growth-stage companies with prospective investors, analysts, and partners [3][4] Industry Context - The Gateway Conference features a diverse range of companies across various sectors, including technology, cleantech, consumer, industrials, financial services, and healthcare [4] - The event provides investors and analysts exclusive access to senior executives from over 75 private and public companies [4]

Core Insights - Zeo Energy Corp. reported a revenue of $18.1 million for Q2 2025, marking a 22% increase from the previous year, driven by market expansion and a year-round sales force [3][5] - The company completed the acquisition of Heliogen, enhancing its competitive position and diversifying revenue streams into long-duration energy storage solutions [3][6] - Despite a net loss of $16.0 million for the first half of 2025, the company is focused on profitable growth and is well-positioned for future opportunities [3][7] Financial Performance - Total revenue for the first six months of 2025 was $26.9 million, a 23% decrease from $34.9 million in the same period of 2024, primarily due to lower deferred revenue recognition [7] - Gross profit for Q2 2025 increased to $10.6 million (58.6% of total revenue) from $7.6 million (51.2% of total revenue) in Q2 2024, attributed to higher average selling prices [7] - Adjusted EBITDA for Q2 2025 was $1.4 million (7.7% of total revenue), a significant improvement from approximately $(0.8) million (5.2% of total revenue) in Q2 2024 [7][11] Operational Highlights - The company successfully expanded into new markets, including Virginia, during the peak summer sales season [6] - Zeo Energy joined the Russell Microcap Index following the 2025 annual reconstitution, which may enhance its visibility and attract more investors [6] - The acquisition of Heliogen allows Zeo to focus on long-duration energy generation and storage for commercial and industrial-scale facilities, including data centers [6]