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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth above under
Unregistered Sales of Equity Securities. The information contained above under Item 1.01, to the extent applicable, is hereby incorporated by reference herein. Based in part upon the representations of White Lion in the Note Purchase Agreement, the issuance and sale of Convertible Notes was made in a private placement transaction exempt for registration in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “ Securities Act ”). The offer and sa…
Entry into a Material Definitive Agreement. Note Purchase Agreement On June 9, 2026, Zeo Energy Corp., a Delaware corporation (the “ Company ”), and White Lion Capital, LLC, a Nevada limited liability company (“ White Lion ”), entered into a Note Purchase Agreement (the “ Note Purchase Agreement ”). Pursuant to the Note Purchase Agreement, the Company agreed to issue, and White Lion agreed to purchase, at one or more closings, on the terms and conditions contained in the Note Purchase Agreeme…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On April 23, 2026, Zeo Energy Corp, a Delaware corporation (the “Company”) received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s Class A common stock for the last 30 consecutive business days, the Company no longer meets Nasdaq Listing Rule 5550(a)(2), which requires listed companies…
Entry into a Material Definitive Agreement. 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 Stoc…
Unregistered Sales of Equity Securities The information contained in
Changes in Registrant’s Certifying Accountant. On October 31, 2025, the audit committee of the board of directors (the “Board”) and the Board of Zeo Energy Corp, a Delaware corporation (the “Company”), after discussion with the management of the Company, approved the dismissal of Grant Thornton LLP (“GT”), the Company’s independent registered public accounting firm, and approved the appointment of Tanner LLC (“Tanner”) as the Company’s independent registered public accounting firm for the fis…
Entry into a Material Definitive Agreement. As previously disclosed on a current report under the Form 8-K on March 20, 2024, Zeo Energy Corp., a Delaware corporation (the “ Company ”) entered into a second amendment to the engagement letter (as amended, the “ Engagement Letter ”) with Piper Sandler & Co. (“ Piper ”). Pursuant to the Engagement Letter the Company had previously paid Piper $500,000 in cash and issued Piper 50,000 shares of Class A common stock as consideration for the buy-side…
Unregistered Sales of Equity Securities. The disclosure set forth in
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On July 3, 2025, Gianluca “Luke” Guy, a member of the Board of Directors of Zeo Energy Corp., a Delaware corporation (the “Company”), notified the Company of his decision to resign, effective July 4, 2025, from his position as a member of the Board of Directors. Mr. Guy’s departure is for personal reasons and is not the result of any disagreement w…
of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regard…
Entry into a Material Definitive Agreement. Merger Agreement with Heliogen, Inc. On May 28, 2025, Zeo Energy Corp., a Delaware corporation (“ Zeo Energy ”), entered into an Agreement and Plan of Merger and Reorganization (the “ Merger Agreement ”) by and among Heliogen, Inc., a Delaware corporation (“ Heliogen ”), Zeo Energy, Hyperion Merger Corp., a Delaware corporation and a direct, wholly-owned subsidiary of Zeo Energy (“ Merger Sub I ”) and Hyperion Acquisition LLC, a Delaware limited lia…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On May 22, 2025, Zeo Energy Corp. (the “ Company ”) received a deficiency notice (the “ Notice ”) from the Nasdaq Stock Market LLC (“ Nasdaq ”) that the Company was not in compliance with Nasdaq’s continued listing standards (the “ Listing Rules ”) as set forth in Listing Rule 5250(c)(1) given the Company’s failure to timely file its Quarterly Report on Form 10-Q for the three months ended Mar…
of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regard…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing On April 17, 2025, Zeo Energy Corp. (the “Company”) received a letter (the “Letter”) from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that it is not in compliance with periodic requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1) because the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,…
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, as restated, are set forth in Exhibit 99.1 hereto and incorporated herein by reference. The unaudited pro forma condensed combined financial information of Sunergy and ESGEN as of and for the year ended December 31, 2023, as restated, is set forth in Exhibit 99.2 hereto and incorporated herein by reference. Management’s…
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