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 ...

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 Overview - 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[80]. - The company plans to enter new markets selectively where favorable net metering policies exist[80]. - Future revenue growth is dependent on expanding product offerings and services in underserved residential markets in Florida, Texas, Arkansas, and Missouri[86]. Sales and Marketing - As of March 31, 2024, the company has approximately 337 sales agents and 15 independent sales dealers, contributing to a growing sales pipeline[80]. - Most sales were generated in Florida, with the remainder from Texas, Arkansas, and Missouri, focusing on markets with solar penetration below 7%[80]. - The company has launched a leasing program for residential solar energy systems, catering to homeowners in a higher interest rate environment[80]. - The company intends to increase its in-house sales force and external sales dealers in 2024 to target new customers in the Southern U.S. regional residential markets[88]. 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[87]. - Gross profit decreased to $1.84 million with a gross margin of 9.5%, down from $3.49 million and 18.6% in the prior year[87]. - Adjusted EBITDA for the first quarter of 2024 was $(1.15) million, compared to $2.05 million in the same period of 2023, reflecting a significant decline in performance[87]. - Adjusted EBITDA for Q1 2024 was $(1,151,374), a decrease from $2,046,082 in Q1 2023, indicating a negative margin of (5.9%) compared to a positive margin of 10.9% in the prior year[100][101]. Cost and Expenses - Cost of goods sold increased by $2.37 million to $17.18 million, representing 88.2% of revenue, up from 79.1% in the prior year[94]. - General and administrative expenses rose by 151.5% to $3.34 million, primarily due to increased personnel-related costs[92]. - General and administrative expenses rose by $5.1 million, from $1.3 million in Q1 2023 to $6.4 million in Q1 2024, primarily due to investments in customer support and technology[96]. - Interest expense increased by 138.4% to $(37,054), reflecting higher borrowing costs[92]. - The company is facing inflationary pressures, particularly in labor and raw material costs, which may impact operating margins[88]. Cash Flow and Financing - Net cash used in operating activities was approximately $10.2 million in Q1 2024, compared to a net cash provided of approximately $1.6 million in Q1 2023, reflecting a decrease of $11.7 million[97]. - Net cash provided by financing activities increased significantly to approximately $10.1 million in Q1 2024 from $0.2 million in Q1 2023, primarily due to cash acquired from the Business Combination[98]. - The company anticipates potential additional capital needs through debt or equity financing if proceeds from the Business Combination are insufficient[96]. - The company has $3.0 million payable for professional services related to the business combination, to be paid over the next six quarters[98]. Operational Developments - The company has increased its installation capacity by investing in new equipment and technology to meet growing demand[80]. - The company has expanded its workforce by hiring and training skilled technicians to ensure high standards for quality and safety[80]. - The company plans to expand its roofing business, having sold over $1.3 million in roofing replacements in 2024 to support solar installations[86]. - Depreciation and amortization increased from $432,599 for the three months ended March 31, 2023 to $462,701 for the same period in 2024, attributed to an increase in the vehicle fleet[96]. Business Combination - Following the Business Combination, the Primary Sellers own 83.8% of the equity of the company, retaining majority control[82]. - The Business Combination was accounted for as a reverse recapitalization, with ESGEN treated as the acquired company[85]. - There was no goodwill impairment recorded for the three months ended March 31, 2024 and 2023[104].

Financial Performance - Total revenue for Q1 2024 increased by 4% to $19.5 million compared to $18.7 million in Q1 2023[1] - Gross profit decreased by 47% to $1.8 million, representing 9.5% of net revenue, down from 18.6% in the prior year[5] - Net loss for the quarter was $1.7 million, compared to net income of approximately $1.6 million in Q1 2023, marking a significant decline[6] - Adjusted EBITDA resulted in a loss of $1.2 million, down from a profit of approximately $2.0 million in the same period last year[7] - Related party revenue for Q1 2024 was $8,812,769, compared to $0 in Q1 2023[17] - Net loss for Q1 2024 was $1,699,200, compared to a net income of $1,602,939 in Q1 2023[17] - The company reported a basic and diluted net loss per common unit of $1.20 for Q1 2024[17] Expenses and Cash Flow - Operating expenses increased to $21,102,265 in Q1 2024, up from $17,118,006 in Q1 2023, representing a 23.1% rise[17] - Cash used in operating activities for Q1 2024 was $10,153,821, a significant decrease from cash provided of $1,589,777 in Q1 2023[18] - Cash and cash equivalents at the end of Q1 2024 were $7,731,124, down from $3,418,889 at the end of Q1 2023[18] - The company experienced a net cash decrease of $291,182 in Q1 2024, contrasting with an increase of $1,150,583 in Q1 2023[18] - Proceeds from the issuance of convertible preferred stock in Q1 2024 amounted to $10,277,275[18] - Depreciation and amortization expenses for Q1 2024 were $462,701, compared to $432,599 in Q1 2023[17] Merger and Expansion - Merger transaction expenses totaled $11.7 million related to the business combination with ESGEN Acquisition Corp.[1] - Preferred equity of $15.0 million was provided by Energy Spectrum to cover merger expenses and support ongoing operations[1] - The company expanded its sales and installation capacity into Ohio and Illinois during Q1 2024[1] Future Outlook - Management anticipates more favorable equipment pricing and stable or declining interest rates throughout the year[3] - The company expects profitability to return to historical growth levels in the remaining quarters of 2024[3] - Total assets increased to $51.6 million as of March 31, 2024, compared to $48.0 million at the end of 2023[15] - Total revenue for Q1 2024 was $19,488,190, a 4.05% increase from $18,731,489 in Q1 2023[17]

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 ...

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 ...

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 name of registrant as specified in its charter) | --- | --- | |-------------------------------------------------- ...

Table of Contents Title of each classTrading Symbol(s)Name of each exchange on which registered Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant ESACU The Nasdaq Stock Market LLC Class A ordinary shares included as part of the units ESAC The Nasdaq Stock Market LLC Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 ESACW The Nasdaq Stock Market LLC Emerging growth ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Title of each classTrading Symbol(s)Name of each exchange on which registered Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant ESACU The Nasdaq Stock Market LLC Class A ordinary shares included as part of the units ESAC The Nasdaq Stock Market LLC Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11 ...

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 incorporation or organization)(Commission File Number)(I.R.S. Employer Identification Number) 5956 Sherry Lane Suite ...