UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~September ~~11,~~4 2025

ZEO ENERGY CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-40927		98-1601409
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

7625 Little Rd, Suite 200A New Port Richey, FL		34654
(Address of principal executive offices)		(Zip Code)

(727) 375-9375

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing 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
Class A Common Stock, par value $0.0001 per share	ZEO	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Class A Common Stock at a price of $11.50, subject to adjustment	ZEOWW	The Nasdaq 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. ☐

Item 17.01. ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement~~Disclosure.

AsOn ~~previously~~September ~~disclosed on a current report under the Form 8-K on March 20~~4, ~~2024~~2025, ~~Zeo~~ ~~Energy Corp., a Delaware corporation (the “Company”)~~Tim ~~entered into a second amendment to the engagement letter (as amended~~Bridgewater, ~~the~~our ~~“Engagement~~chief ~~Letter”)~~executive ~~with Piper Sandler & Co. (“Piper”). Pursuant to the Engagement Letter the Company had previously paid Piper $500~~officer,~~000~~ ~~in cash~~ and ~~issued Piper~~Cannon 50Holbrook,~~000~~ ~~shares~~our ofchief ~~Class~~financial Aofficer, ~~common~~made ~~stock~~an asinvestor ~~consideration~~presentation ~~for~~on the ~~buy-side advisory services that Piper had performed (the “Services”).~~business ~~The~~operations ~~Company~~of ~~entered~~Zeo ~~into~~Energy anCorp, ~~Engagement~~a ~~Letter~~Delaware ~~Third~~corporation ~~Amendment~~ (the “~~Amendment~~Company”) ~~with Piper~~, ~~effective~~at ~~August~~the ~~11,~~ 2025~~, pursuant~~ toAnnual ~~which~~Gateway ~~the~~Conference ~~parties agreed to amend the Engagement Letter such that the Company will~~ (~~i) pay $1.6875 million to Piper in cash, and (ii) issue to Piper Sandler 677,711 shares of Zeo Class A common stock (~~the “~~Zeo Shares~~Conference”) ~~(the cash payment and issuance of Zeo Shares, collectively the “Heliogen Buyside Advisory Fee”) as consideration for the Services~~. Piper has agreed to a lockup, with respect to 338,855 of the Zeo Shares, agreeing not to sell such Zel shares of the Zeo Shares before September 22, 2025. Subject to the receipt by Piper of the Heliogen Buyside Advisory Fee and certain other conditions as set forth under the Amendment, Piper agreed to release the Company and any of its subsidiaries, or agents from any claims related to or arising from fee and expense reimbursement obligations under the Engagement Letter and the Amendment.

The ~~Company~~full ~~has~~text ~~also~~of ~~agreed to file a registration statement with~~ the ~~Securities~~investor presentation ~~and~~is ~~Exchange~~furnished ~~Commission~~as ~~(“SEC”),~~Exhibit on99.1 ~~or before September 7, 2025,~~ to ~~register~~this ~~the~~Current ~~Zeo~~Report ~~Shares~~on ~~for~~Form ~~resale~~8-K and tois ~~use~~incorporated ~~its~~herein ~~best~~by ~~commercial~~reference. ~~efforts~~The toinvestor ~~have~~presentation will ~~the~~also ~~registration~~be ~~statement~~posted ~~declared~~on ~~effective by~~ the ~~SEC~~Company’s onwebsite orat ~~before September 22, 2025~~https://investors.zeoenergy.com/events-and-presentations.

The ~~foregoing~~information ~~description of~~furnished ~~the~~under ~~Amendment~~this ~~does~~Item ~~not~~7.01 ~~purport~~and toin bethe ~~complete~~accompanying ~~and~~Exhibit is99.1 ~~subject~~shall ~~to,~~not ~~and~~be ~~qualified~~deemed in“filed” ~~its~~for ~~entirety~~purposes byof ~~reference~~Section ~~to,~~18 of the ~~full~~Securities Exchange ~~text~~Act of 1934, as amended (the ~~Amendment~~“Exchange Act”), a ~~copy~~or ofincorporated ~~which~~by isreference ~~attached~~in asany ~~Exhibit~~filing ~~10.1~~under tothe ~~this~~Securities Act ~~Current~~of ~~Report~~1933, onas ~~Form~~amended, ~~8-K~~or ~~and~~the isExchange ~~incorporated~~Act, ~~herein~~except as expressly set forth by specific reference in any such filing.

Item 39.0201. ~~Unregistered~~Financial ~~Sales~~Statements ofand ~~Equity Securities.~~Exhibits

~~The disclosure set forth in Item 1.01 above is~~(d) ~~incorporated herein by reference into this Item 3.02.~~Exhibits

Item 9.01 Financial Statements and Exhibits.

Exhibit		Description
99.1		Investor Presentation of the Company
104		Cover Page Interactive Data File (formatted as Inline XBRL)

~~(d) Exhibits~~1

Exhibit Number		Description
10.1		Engagement Letter Third Amendment, dated as of August 11, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

1Pursuant 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.

SIGNATURES

	ZEO ENERGY CORP.

Dated: September 8, 2025	By:	/s/ Timothy Bridgewater
		Timothy Bridgewater
		Chief Executive Officer

~~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.~~2

	ZEO ENERGY CORP.
Dated: August 19, 2025	By:	/s/ Timothy Bridgewater
		Timothy Bridgewater
		Chief Executive Officer

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