0001865506 2026-08-21 2026-08-21 0001865506 1 2026-08-21 2026-08-21 0001865506 2 2026-08-21 2026-08-21 0001865506 3 2026-08-21 2026-08-21 0001865506 4 2026-08-21 2026-08-21 0001865506 5 2026-08-21 2026-08-21 0001865506 6 2026-08-21 2026-08-21 0001865506 7 2026-08-21 2026-08-21 0001865506 8 2026-08-21 2026-08-21 0001865506 9 2026-08-21 2026-08-21 0001865506 10 2026-08-21 2026-08-21 0001865506 1 2026-08-21 2026-08-21 0001865506 2 2026-08-21 2026-08-21 0001865506 3 2026-08-21 2026-08-21 iso4217:USD pure shares S-3 S-3 EX-FILING FEES 0001865506 Zeo Energy Corp. N/A 0.0001381 0.0001381 0.0001381 0.0001381 0.0001381 0.0001381 0.0001381 0.0001381 true true true S-3 Zeo Energy Corp. Equity Class A Common Stock true Equity Preferred stock true Other Purchase Contracts true Other Warrants true Other Subscription Rights true Other Depositary Shares true Debt Debt Securities true Other Units true false Unallocated (Universal) Shelf true 150000000.00 0.0001381 20715.00 false Equity Class A Common Stock true 3340000 0.53 1770200.00 0.0001381 244.46 151770200.00 20959.46 0.00 0.00 20959.46 Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the "Securities Act"). There are being registered under this Registration Statement such indeterminate number of the Registrant's Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), preferred stock, purchase contracts, warrants, subscription rights, depositary shares, debt securities, units, and a combination of such securities, separately or as units, as may be sold by the Registrant from time to time, which collectively shall have an aggregate offering price not to exceed $150,000,000. The securities registered hereunder also include such indeterminate number of each class of identified securities as may be issued upon conversion, exercise, redemption or exchange of any other securities that provide for such conversion into, exercise for, redemption of or exchange into such securities. Separate consideration may or may not be received for securities that are issuable on exercise, conversion, redemption or exchange of other securities. In addition, pursuant to Rule 416 under the Securities Act, there is also being registered hereby such indeterminate number of additional shares of the Registrant's Class A Common Stock in connection with any stock dividend, stock split, stock distribution, recapitalization or other similar transactions effected without receipt of consideration that increase the number of outstanding shares of Class A Common Stock. The proposed offering price per security will be determined, from time to time, by the Registrant in connection with the sale of the securities under this Registration Statement. Represents 3,340,000 shares of Class A Common Stock issuable upon the conversion of a convertible promissory note in an aggregate principal amount of $1,670,000, which note was issued by the Registrant to White Lion Capital, LLC ("White Lion") on June 9, 2026 pursuant to a Note Purchase Agreement, dated June 9, 2026, by and between the Registrant and White Lion. Pursuant to Rule 416(a) of the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Class A Common Stock on The Nasdaq Stock Market LLC on August 19, 2026 ($0.53 per share), in accordance with Rule 457(c) of the Securities Act. Equity Class A Common Stock 36685155 193330766.85 S-1 333-278769 2024-05-31 Equity Class A Common Stock 9931851 10378784.30 S-1 333-291120 2026-01-30 Equity Class A Common Stock 10713607 11195719.32 S-1 333-291120 2026-01-30 No registration fee is payable in connection with the securities previously registered on a registration statement on Form S-1 (File No. 333-278769), which was declared effective on May 31, 2024 (the "2024 Registration Statement") because such securities are being transferred from the 2024 Registration pursuant to Rule 429(b) under the Securities Act. See "Explanatory Note" in this registration statement. No registration fee is payable in connection with the securities previously registered on a registration statement on Form S-1 (File No. 333-291120), which was declared effective on January 30, 2026 (the "2026 Registration Statement") because such securities are being transferred from the 2026 Registration pursuant to Rule 429(b) under the Securities Act. See "Explanatory Note" in this registration statement. No registration fee is payable in connection with the securities previously registered on a registration statement on Form S-1 (File No. 333-291120), which was declared effective on January 30, 2026 (the "2025 Registration Statement") because such securities are being transferred from the 2025 Registration pursuant to Rule 429(b) under the Securities Act. See "Explanatory Note" in this registration statement.