Zeo Energy Corp-A美股招股说明书(2025-02-13版)

13,800,000 Shares of Class A Common Stock Underlying Warrants(For Issuance) 40,118,434 Shares of Class A Common Stock(For Resale) This prospectus relates to the issuance by us of 13,800,000 shares of Class A Common Stock issuable upon the exercise of13,800,000 warrants at an exercise price of $11.50 per warrant (the “Warrants”), that were originally issued by ESGEN aspart of its initial public offering of units at a price of $10.00 per unit, with each unit consisting of one share of ESGEN classA common stock and one-half ESGEN redeemable warrant. This prospectus also relates to the resale from time to time by the selling securityholders (including their transferees,donees, pledgees and other successors-in-interest) named in this prospectus (the “selling securityholders”) of up to40,118,434 shares of Class A Common Stock, which includes: •4,000,004 outstanding shares of Class A Common Stock issued to the Sponsor and certain former holders ofESGEN Class B ordinary shares, issued to such holders at an equity consideration value of $10.00 per share;•50,000 outstanding shares of Class A Common Stock issued to Piper Sandler & Co. at an equity considerationvalue of $5.00 per share;•1,838,430 shares of Class A Common Stock issuable upon exchange of an equivalent number of ConvertibleOpCo Preferred Units and Class V Common Stock issued to the Sponsor pursuant to the Sponsor SubscriptionAgreement at an equity consideration value of $10.00 per share;•33,730,000shares of Class A Common Stock issuable upon exchange of an equivalent number ofExchangeable OpCo Units and Class V Common Stock issued to the Sellers pursuant to the BusinessCombination Agreement at an equity consideration value of $10.00 per share; and•500,000 shares of Class A Common Stock issuable to Sun Managers, LLC upon potential forfeiture of anequivalent number of shares of Class A Common Stock previously issued to Sponsor and certain formerholders of ESGEN Class B ordinary shares at an equity consideration value of $10.00 per share. The selling securityholders can sell, under this prospectus, up to 40,118,434 shares of our Class A Common Stock,constituting more than 81% of our outstanding shares of Common Stock as of February 3, 2025. Sales of a substantialnumber of our shares of Class A Common Stock in the public market by the selling securityholders and/or by our otherexisting securityholders, or the perception that those sales might occur, could increase the volatility of and cause asignificant decline in the market price of our securities and could impair our ability to raise capital through the sale ofadditional equity securities. See “Risk Factors — Sales of a substantial number of our securities in the public market by theselling securityholders and/or by our existing securityholders could cause the price of our shares of Class A CommonStock and Warrants to fall.” All the securities offered in this prospectus by the selling securityholders may be resold for so long as the registrationstatement, of which this prospectus forms a part, is available for use. The sale of all or a portion of the securities beingoffered in this prospectus could result in a significant decline in the public trading price of our securities. Despite such adecline in the public trading price, some of the selling securityholders may still experience a positive rate of return on thesecurities they purchased due to the price at which such selling securityholder initially purchased the securities. We are registering the securities for resale pursuant to the selling securityholders’ registration rights under certainagreements between us, on the one hand, and the selling securityholders, on the other hand. Our registration of the securitiescovered by this prospectus does not mean that the selling securityholders will offer or sell any of the securities registered forresale. We will receive the proceeds from any exercise of the Warrants for cash, but not from the net share exercise of anyWarrants on a cashless basis or from the resale of any shares of Class A Common Stock by the selling securityholderspursuant to this prospectus or the sale of the shares of Class A Common Stock issuable upon the exercise of the Warrants.Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 perWarrant. The Warrants are exercisable on a cashless basis under certain circumstances specified in the warrant agreementgoverning those securities. To the extent that any Warrants are exercised on a cashless basis, the aggregate amount of cashwe would receive from the exercise of the Warrants will decrease. We will bear all costs, expenses, and fees in connection with the registration of the shares of Class A Common Stock. Theselling securityholders may offer, sell or distribute all or a portion of their shares of Class A Common Stock publicly orthrough private transactions at prevailing market prices or at negotiated prices. The sellin