Zeo Energy Corp-A美股招股说明书(2026-02-03版)

11,454,607 Shares of ClassA Common$100,000 of Class A Common as Commitment Shares This ELOC Prospectus relates to the potential offer and sale of up to 11,454,607 shares of our Class A Common Stock, par value$0.0001 per share (the “Class A Common Stock”), by White Lion Capital, LLC (“White Lion”). The shares of Class A Common Stock to which this ELOC Prospectus relates may be issued to White Lion pursuant to the CommonStock Purchase Agreement dated January 27, 2026 between us and White Lion (the “White Lion Purchase Agreement”), establishingan equity line of credit. Such shares of our Class A Common Stock include up to 11,454,607 shares of Class A Common Stock(together with the Commitment Shares, as defined below, the “Offered Securities”) that we may elect, in our sole discretion, to issueand sell to White Lion from time to time during the White Lion Commitment Period (as defined below) subject to and pursuant to theterms and conditions of the White Lion Purchase Agreement (assuming the shares to be issued are sold at a price of $1.02 per share).See “The White Lion Transaction” below for a description of the White Lion Purchase Agreement and “Selling Securityholder” foradditional information regarding White Lion. In consideration for the commitments of White Lion, as described above we are contractually committed to issue to White Lion$100,000 worth of Class A Common Stock (the “Commitment Shares”). The Commitment Shares are deemed fully earned and non-refundable as of the execution date of the White Lion Purchase Agreement; however, if the White Lion Purchase Agreement isterminated by the Company as a result of a material breach White Lion, the Company may pursue all remedies available at law or inequity, including reimbursement or recovery of such Commitment Shares, to the extent permitted by applicable law. The registrationstatement of which this prospectus forms a part is registering the Commitment Shares for public resale by White Lion. The actual number of Offered Securities issuable to White Lion will vary depending on the then-current market price of shares of ourClass A Common Stock sold to White Lion under the White Lion Purchase Agreement and are subject to the further limitations setforth in the White Lion Purchase Agreement. We are not selling any securities under this ELOC Prospectus and will not receive any of the proceeds from the sale of shares of ClassA Common Stock by White Lion. However, we may receive proceeds of up to $11,683,699.14 from the sale of the Offered Securitiesto White Lion pursuant to the White Lion Purchase Agreement after the date of this ELOC Prospectus (assuming the shares are sold ata price of $1.02 per share). The actual proceeds from White Lion under the White Lion Purchase Agreement may be less than thisamount depending on the number of shares of our Class A Common Stock sold and the price at which the shares of our Class ACommon Stock are sold. White Lion may sell or otherwise dispose of the shares of Class A Common Stock described in this ELOC Prospectus in a number ofdifferent ways and at varying prices. See “Plan of Distribution” for more information about how White Lion may sell or otherwisedispose of the shares of Class A Common Stock being registered pursuant to this ELOC Prospectus. White Lion is an “underwriter”within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended. White Lion will pay all brokerage fees and commissions and similar expenses attributable to the sales of its Class A Common Stock.We will pay the expenses (except brokerage fees and commissions and similar expenses) incurred in registering the shares of Class ACommon Stock offered hereby, including legal and accounting fees. See “Plan of Distribution.” Our shares of ClassA Common Stock and Warrants are listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “ZEO”and “ZEOWW” respectively. On January 26, 2026, the closing price of our ClassA Common Stock was $1.02 per share and theclosing price for our Warrants was $0.0498 per warrant. We are an “emerging growth company” and a “smaller reporting company” under the federal securities laws and will be subject toreduced disclosure and public reporting requirements. See “Summary—Emerging Growth Company”and“Summary — SmallerReporting Company.” Investing in our securities is speculative involves significant risks that are described in the “Risk Factors” section beginningonpage 13 of this ELOC Prospectus. Neither the U.S.Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapprovedof the securities to be issued under this ELOC Prospectus or determined if this ELOC Prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. The date of this prospectus isJanuary 30, 2026. TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiiINDUSTRY AND MARKET DATAiiiTRADEMARKSiiiFREQUENTLY USED TERMS AND BASIS OF PRESENTATIONivCAUTIONARY STATEMENT