Form 8-K

8-K — Zeo Energy Corp.

Accession: 0001213900-26-092692

Filed: 2026-08-21

Period: 2026-08-20

CIK: 0001865506

SIC: 1700 (CONSTRUCTION SPECIAL TRADE CONTRACTORS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0303064-8k_zeo.htm (Primary)

EX-10.1 — AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENT, DATED AS OF AUGUST 20, 2026, BY AND BETWEEN THE COMPANY AND WHITE LION CAPITAL, LLC (ea0303064ex10-1.htm)

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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 21, 2026 (August 20, 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 1.01. Entry into a Material Definitive Agreement.

As previously disclosed on

a current report under the Form 8-K 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 Stock of the Company.

On August 20, 2026, the parties

entered into an amendment to the Purchase Agreement (the “Amendment”). The principal purpose of the Amendment is to modify

the definition of the minimum purchase price per share pursuant to an Accelerated Purchase Notice to be not lower than the applicable

floor price, as determined by the Company in its sole discretion, and the price set forth in the applicable Accelerated Purchase Notice.

Previously, the Company did not have the discretion to set a floor price. All capitalized terms used but not defined herein shall have

the respective meanings ascribed to them in the Purchase Agreement.

The foregoing description

of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibits 10.1, to this

Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit

Description

10.1

Amendment No. 1 to Common Stock Purchase Agreement, dated as of August 20, 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: August 21, 2026

By:

/s/ Timothy Bridgewater

Timothy Bridgewater

Chief Executive Officer

EX-10.1 — AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENT, DATED AS OF AUGUST 20, 2026, BY AND BETWEEN THE COMPANY AND WHITE LION CAPITAL, LLC

EX-10.1

Filename: ea0303064ex10-1.htm · Sequence: 2

Exhibit 10.1

AMENDMENT

NO. 1

COMMON

STOCK PURCHASE AGREEMENT

BETWEEN

ZEO

ENERGY CORP.

AND

WHITE

LION CAPITAL LLC

THIS

AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENT (this “Amendment”), effective August 20, 2026 (the

“Amendment Effective Date”), is by and between ZEO ENERGY CORP., a corporation organized under the laws

of Delaware (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (the “Investor”),

is entered into to amend that certain Common Stock Purchase Agreement by and between the Company and Investor, dated January 27, 2026

(the “Agreement”). All capitalized terms used but not defined herein shall have the respective

meanings ascribed to them in the Agreement.

NOW,

THEREFORE, in consideration of the premises, the mutual covenants contained herein, and other good and valuable consideration, the receipt

and sufficiency of which are hereby acknowledged, the parties hereby agree to amend the Agreement as follows:

1. Amendment to Article I.

The following defined terms

appearing in Section 1.1 of the Agreement are hereby deleted and amended and restated in full to read as set forth below:

a. “Accelerated Purchase Investment Amount” shall mean the applicable Purchase

Notice Shares referenced in the Accelerated Purchase Notice multiplied by the applicable Accelerated Purchase Price. If the applicable

floor price underlying an Accelerated Purchase Notice is reached during the Accelerated Valuation Period, the Investor may purchase up

to any number of Purchase Notice Shares underlying the applicable Accelerated Purchase Notice, at the Investor’s sole discretion,

at the applicable Accelerated Purchase Price.

b. “Accelerated Purchase Price” shall mean the lowest traded price of the Common

Stock during the applicable Accelerated Valuation Period, not to be lower than the applicable floor price determined by the Company in

its sole discretion and set forth in the applicable Accelerated Purchase Notice.

2. Amendment

to Exhibit B. Exhibit B attached to this Amendment shall amend and restate Exhibit B to the Agreement in its entirety.

3. Representations and Warranties.

Each of the Investor and the

Company represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment,

that such actions were duly authorized by all necessary entity action and that the officers executing this Amendment on its behalf were

similarly authorized and empowered and that this Amendment does not contravene any provisions of its articles of incorporation, bylaws,

certificate of formation, limited liability company agreement or other formation documents, or of any contract or agreement to which it

is a party or by which any of its properties are bound.

4. Miscellaneous.

(a) Except as modified by

this Amendment, the Agreement continues in full force and effect in accordance with its terms.

(b) This Amendment shall be

governed by and construed in accordance with the laws of the State of New York as set forth in Section 10.1 of the Agreement and the dispute

resolution provisions set forth in the Agreement.

executed in any number of counterparts and by electronic transmission (which shall bind the parties hereto), each of which when so executed

shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

** signature page follows **

IN WITNESS WHEREOF, the parties

hereto have caused this Amendment to be duly executed by their respective authorized officer as of the Amendment Effective Date.

ZEO ENERGY CORP.

By:

/s/ Timothy Bridgewater

Name:

Timothy Bridgewater

Title:

CEO

WHITE LION CAPITAL, LLC

By:

/s/ Sam Yaffa

Name:

Sam Yaffa

Title:

Managing Partner

EXHIBIT B

FORM OF ACCELERATED PURCHASE NOTICE

TO: WHITE LION CAPITAL LLC

We refer

to the Common Stock Purchase Agreement, dated as of January 27, 2026, (as amended, the “Agreement”), entered

into by and between ZEO ENERGY CORP., and

White Lion Capital LLC. Capitalized terms defined in the Agreement shall, unless otherwise defined herein, have the same meaning when

used herein.

We hereby:

1) Give you notice that we require you to purchase

__________ Purchase Notice Shares at the Accelerated Purchase Price; and

2) Set a floor price of __________; and

3) Certify that, as of the date hereof, the conditions

set forth in Section 7 of the Agreement are satisfied.

ZEO ENERGY CORP.

By:

Name:

Title:

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