SEC Comment Letter 0000000000-24-005213 to Zeo Energy Corp. (ZEO)
Zeo Energy Corp.
Date: May 8, 2024 · CIK: 0001865506 · Accession: 0000000000-24-005213
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-278769
Letter
United States securities and exchange commission logo May 8, 2024 Timothy Bridgewater Chief Executive Officer Zeo Energy Corp. 7625 Little Rd, Suite 200A New Port Richey, FL 34654 Re:Zeo Energy Corp. Registration Statement on Form S-1 Filed April 17, 2024 File No. 333-278769 Dear Timothy Bridgewater: We have conducted a limited review of your registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-1 filed April 17, 2024 Cover Page 1.We note that you are registering 500,000 shares of your common stock issued to Sun Managers, LLC. Disclose the price that the selling securityholders paid for such shares of common stock.
FirstName LastNameTimothy Bridgewater Comapany NameZeo Energy Corp. May 8, 2024 Page 2 FirstName LastName Timothy Bridgewater Zeo Energy Corp. May 8, 2024 Page 2 Management's Discussion and Analysis of Financial Condition and Results of Operations, page 2.In light of the significant number of redemptions and the unlikelihood that the company will receive significant proceeds from exercises of the warrants because of the disparity between the exercise price of the warrants and the current trading price of the Class A common stock, expand your discussion of capital resources to address any changes in the company’s liquidity position since the business combination. If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s ability to raise additional capital. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Patrick Fullem at 202-551-8337 or Geoffrey Kruczek at 202-551-3641 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Adam Berkaw, Esq.
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United States securities and exchange commission logo
May 8, 2024
Timothy Bridgewater
Chief Executive Officer
Zeo Energy Corp.
7625 Little Rd, Suite 200A
New Port Richey, FL 34654
Re:Zeo Energy Corp.
Registration Statement on Form S-1
Filed April 17, 2024
File No. 333-278769
Dear Timothy Bridgewater:
We have conducted a limited review of your registration statement and have the
following comment(s).
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed April 17, 2024
Cover Page
1.We note that you are registering 500,000 shares of your common stock issued to Sun
Managers, LLC. Disclose the price that the selling securityholders paid for such shares of
common stock.
FirstName LastNameTimothy Bridgewater
Comapany NameZeo Energy Corp.
May 8, 2024 Page 2
FirstName LastName
Timothy Bridgewater
Zeo Energy Corp.
May 8, 2024
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
76
2.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the Class A
common stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination. If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Patrick Fullem at 202-551-8337 or Geoffrey Kruczek at 202-551-3641
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Adam Berkaw, Esq.