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): ~~October~~January 3127, ~~2025~~2026 (January 27, 2026)

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 41.01. ~~Changes~~Entry ininto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant~~Definitive Agreement.

On ~~October~~January 3127, ~~2025,~~2026 Zeo ~~the audit~~Energy ~~committee~~Corp, ofa ~~the~~Delaware ~~board~~corporation ~~of directors~~ (the “~~Board~~Company”) ~~and~~entered ~~the~~into ~~Board~~a ofCommon ~~Zeo~~Stock ~~Energy~~Purchase ~~Corp,~~Agreement ~~a Delaware corporation~~ (the “~~Company~~Purchase Agreement”) with White Lion Capital, ~~after~~LLC ~~discussion~~(“White ~~with~~Lion). Pursuant to the ~~management~~Purchase ofAgreement, the Company, ~~approved~~has the ~~dismissal~~right, ofbut ~~Grant~~not ~~Thornton~~the ~~LLP (“GT”)~~obligation, ~~the~~to ~~Company’s~~require White Lion ~~independent~~to ~~registered~~purchase, ~~public~~from ~~accounting~~time ~~firm,~~to ~~and~~time ~~approved~~as determined by the ~~appointment~~Company, ofup ~~Tanner~~to ~~LLC~~$30.0 ~~(“Tanner”) as~~million ~~the~~in ~~Company’s~~aggregate ~~independent~~gross ~~registered~~purchase ~~public~~price ~~accounting~~of ~~firm~~newly ~~for~~issued ~~the~~Class A ~~fiscal~~Common ~~year~~Stock ~~ending~~of ~~December~~the ~~31,~~Company ~~2025,~~(the ~~effective~~“Common ~~immediately~~Stock”).

~~GT’s~~Subject ~~reports~~to on the satisfaction of certain customary conditions including, ~~Company’s~~without ~~consolidated~~limitation, ~~financial~~the ~~statements~~effectiveness asof a resale registration statement registering the resale of ~~and~~the ~~for~~shares of Common Stock issuable pursuant to the ~~fiscal~~Purchase ~~years~~Agreement ~~ended~~(the ~~December~~“Registration 31Statement”), ~~2024~~the ~~and~~Company’s ~~2023~~right ~~did~~to ~~not~~sell ~~contain~~shares ~~any~~to White Lion ~~adverse~~commenced ~~opinion~~on orthe ~~disclaimer~~date of ~~opinion~~the execution of Purchase Agreement and ~~were~~extends ~~not~~until ~~qualified~~the orearlier ~~modified~~of as(i) White Lion having purchased shares of Class A Common Stock equal to ~~uncertainty~~$30.0 million and (ii) January 27, ~~audit~~2029 ~~scope~~(the “Commitment Period”), orunless ~~accounting~~the ~~principles~~Purchase Agreement is earlier terminated as described below.

During the ~~period~~Commitment ~~from April 16~~Period, subject ~~2024, the date GT was appointed,~~ to ~~October 31, 2025,~~ the ~~date~~terms ofand ~~dismissal,~~conditions ~~there were no (a) disagreements (as defined in Item 304(a)(1)(iv)~~ of ~~Regulation S-K and~~ the ~~related~~Purchase ~~instructions) with GT on any matter of accounting principles or practices~~Agreement, ~~financial~~the ~~statement~~Company ~~disclosure or~~may ~~auditing~~notify ~~scope~~White orLion ~~procedures,~~when ~~which~~the ~~disagreements,~~Company ifexercises ~~not~~its ~~resolved~~ right to ~~the~~sell ~~satisfaction~~shares of ~~GT,~~Common ~~would~~Stock ~~have caused GT~~ to ~~make~~White ~~reference to~~Lion. ~~such~~The ~~disagreement in its report on the~~ Company’s ~~consolidated~~may ~~financial~~deliver ~~statements~~a ~~for~~Rapid ~~the~~Purchase ~~relevant~~Notice ~~year or~~ (b)as ~~“reportable events”~~such ~~(as~~term is defined in ~~Item 304(a)(1)(v) of Regulation S-K and~~ the ~~related instructions~~Purchase Agreement), ~~except~~where ~~that there were material weaknesses in~~ the Company’s ~~internal~~can ~~control~~require ~~over~~White ~~financial~~Lion ~~reporting, related~~ to ~~ineffective~~purchase ~~controls~~up ~~over~~to ~~information~~a ~~and~~number ~~communication~~of ~~and period~~shares ~~end~~of ~~financial~~Common ~~disclosure~~Stock ~~and~~equal ~~reporting~~to ~~processes, including not timely performing certain reconciliations and~~ the ~~completeness and~~20% ~~accuracy~~ of ~~those reconciliations, and lack of effectiveness of controls over accurate accounting and financial reporting and reviewing~~Average ~~the~~Daily ~~underlying~~Trading ~~financial~~Volume ~~statement~~(as ~~elements,~~such ~~and~~term ~~recording~~is ~~incorrect~~defined ~~journal~~in ~~entries that also did not have~~ the ~~sufficient~~Purchase ~~review and approval~~Agreement). The Company’s ~~management~~may also ~~did~~deliver ~~not~~a ~~design~~Accelerated ~~and~~Purchase ~~maintain~~Notice ~~effective controls~~(as ~~over~~such ~~the~~term ~~calculation~~is ofdefined ~~earnings~~in ~~per share and~~ the ~~classification~~Purchase ofAgreement), ~~the~~where ~~reinvestment of interest and dividend income in~~ the ~~statement of~~Company ~~cash~~may ~~flows.~~require ~~These~~White ~~material~~Lion ~~weaknesses~~to inpurchase ~~internal~~up ~~control~~to ~~over~~a ~~financial~~number ~~reporting~~of ~~have~~shares ~~been~~of ~~disclosed in the company’s quarterly~~Class ~~reports~~A onCommon ~~Form~~Stock ~~10-Q~~equal ~~for~~to ~~2024~~20% ~~and~~of ~~2025 and annual report on Form 10-K for~~ the ~~year~~Average ~~ended~~Daily ~~December~~Trading ~~31, 2024~~Volume. ~~The~~White ~~Audit~~Lion ~~Committee~~may ~~discussed the~~waive ~~subject~~such ~~matter~~limits ofunder ~~each~~any ofnotice ~~these~~at ~~reportable~~its ~~events~~discretion ~~with GT,~~ and ~~the Company authorized GT to respond fully to the inquiries of the~~ ~~successor~~purchase ~~auditor~~additional ~~concerning the subject matter of each of these reportable events~~shares.

~~During~~The ~~the~~price ~~fiscal~~to ~~years~~be ~~ended December~~paid ~~31,~~by ~~2024~~White Lion ~~and~~for ~~2023,~~any ~~and~~shares that the ~~subsequent~~Company ~~interim~~requires ~~period~~White ~~through~~Lion ~~October~~to ~~31,~~purchase ~~2025,~~will depend on the ~~Company~~type ~~did~~of ~~not~~purchase ~~consult~~notice ~~with~~that ~~Tanner~~the ~~regarding~~Company delivers. ~~the~~For ~~application~~shares ofbeing ~~accounting~~issued ~~principles~~pursuant to aAccelerated ~~specific~~Purchase ~~completed~~Notice, orthe ~~contemplated~~purchase ~~transaction~~price orper ~~regarding~~share will be equal to the ~~type~~lowest traded price of ~~audit~~Common ~~opinions~~Stock ~~that might~~during beone ~~rendered~~(1) byhour ~~Tanner~~period onfollowing the ~~Company~~White Lion’s ~~financial~~written ~~statements,~~consent ~~and~~of ~~Tanner~~the ~~did~~acceptance ~~not~~of ~~provide~~the ~~any~~Company’s ~~written~~purchase notice. orFor ~~oral~~shares ~~advice~~being ~~that~~issued ~~was an~~pursuant ~~important~~to ~~factor~~a ~~considered~~Rapid byPurchase Notice, the ~~Company~~purchase inprice ~~reaching~~per ashare ~~decision~~will asbe equal to ~~any~~the ~~such~~average ~~accounting,~~of ~~auditing~~the three or(3) ~~financial~~lowest ~~reporting~~traded ~~issue~~prices on the date that the purchase notice is delivered.

~~The~~No ~~Company~~purchase ~~provided~~notice GTshall ~~with a~~result ~~copy~~in ofWhite ~~this~~Lion ~~Current~~beneficially ~~Report~~owning on(as calculated ~~Form~~pursuant ~~8-K prior~~ to ~~its~~Section ~~filing~~13(d) ~~with~~of the ~~SEC~~Exchange Act and ~~requested~~Rule ~~that~~13d-3 GTthereunder) ~~furnish~~more than 4.99% of the ~~Company~~number ~~with~~of ashares ~~letter~~of ~~addressed~~the Common toStock ~~the~~outstanding ~~SEC,~~immediately ~~pursuant~~prior to ~~Item~~the ~~304(a)(3)~~issuance of ~~Regulation~~shares ~~S-K,~~of ~~stating~~Common ~~whether~~Stock itissuable ~~agrees~~pursuant ~~with~~to ~~the~~a ~~above~~purchase ~~statement~~notice. ~~and~~In addition, ifthe Company itmay ~~does~~ not ~~agree, the~~sell ~~respects~~more inthan ~~which~~11,454,607 itshares ~~does~~of ~~not~~Common ~~agree.~~Stock Apursuant ~~copy~~to of the ~~letter,~~Purchase ~~dated~~Agreement ~~November~~at 4,less ~~2025,~~than is$1.02 ~~filed~~per asshare ~~Exhibit~~without first ~~16.1~~obtaining ~~(which~~stockholder isapproval ~~incorporated by~~in ~~reference~~accordance ~~herein)~~with tothe ~~this~~rules ~~Current~~of ~~Report~~the onNasdaq ~~Form~~Stock ~~8-K~~Market.

In consideration for the commitments of White Lion as described above, the Company has agreed to issue to White Lion shares of Common Stock with an aggregate value of $100,000 (the “Commitment Shares”), with the number of Commitment Shares to be determined with reference to the closing price of the Common Stock on the date the first purchase notice is given by the Company. The Commitment Shares are deemed fully earned and non-refundable as of the execution date of the Purchase Agreement; however, if the agreement is terminated by the Company as a result of a material breach by White Lion, the Company may pursue all remedies available at law or in equity, including reimbursement or recovery of such Commitment Shares.

The Company has the right to terminate the Purchase Agreement at any time and for any reason, in its sole discretion, subject to the Company having delivered the applicable Commitment Shares. The Purchase Agreement also automatically terminates upon the earlier of (i) the end of the Commitment Period and (ii) the date that the Company commences a voluntary bankruptcy proceeding, a custodian is appointed for the Company or for all or substantially all of its property, or the Company makes a general assignment for the benefit of its creditors.

Concurrently with the Purchase Agreement, the Company entered into a related Registration Rights Agreement (the “RRA”) with White Lion, pursuant to which the Company agreed to file, within 15 days following the execution of the Purchase Agreement, the Registration Statement with the SEC covering the resale by White Lion of the 11,454,607 shares of Common Stock which may be sold pursuant to the Purchase Agreement. The RRA also contains usual and customary damages provisions for failure to file and failure to have the Registration Statement declared effective by the SEC within the time periods specified therein.

The Purchase Agreement and the RRA contain customary representations, warranties, conditions and indemnification obligations of the parties. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

The foregoing descriptions of the Purchase Agreement and the RRA are qualified in their entirety by reference to the full text of the Purchase Agreement and the RRA, which are attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

The offer and sale of the Common Stock pursuant to the Purchase Agreement have not been registered under the Securities Act or any state securities laws. The Common Stock may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Neither this Current Report on Form 8-K, nor the exhibits attached hereto, is an offer to sell or the solicitation of an offer to buy the Common Stock described herein or therein.

Item 3.02. Unregistered Sales of Equity Securities

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit		Description
16.1		Letter from Grant Thornton LLP, dated November 4, 2025.
10.1		Common Stock Purchase Agreement, dated as of January 27, 2026, by and between the Company and White Lion Capital, LLC
10.2		Registration Rights Agreement, dated as of January 27, 2026, by and between the Company and White Lion Capital, LLC
104		Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

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.

	ZEO ENERGY CORP.
Dated: November 4, 2025	By:	/s/ Timothy Bridgewater
Dated: January 27, 2026	By:	/s/ Timothy Bridgewater
		Timothy Bridgewater
		Chief Executive Officer

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