{"url_path":"/sec/zeo/8-k/2026-06-15/item-2-03","section_key":"item-2-03","section_title":"Item 2.03 **Item 3.02 Unregistered Sales of Equity Securities.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/1865506/0001213900-26-068775-index.html","accession_number":"0001213900-26-068775","cik":"0001865506","ticker":"ZEO","issuer_name":"Zeo Energy Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1865506/0001213900-26-068775-index.html","primary_entity_key":"0001865506","primary_entity_name":"Zeo Energy Corp."},"word_count":162,"has_tables":true,"body_markdown":"Item 2.03.\n\n \n\n**Item 3.02 Unregistered Sales of Equity Securities.**\n\n \n\nThe information contained above under Item 1.01,\nto the extent applicable, is hereby incorporated by reference herein. Based in part upon the representations of White Lion in the Note\nPurchase Agreement, the issuance and sale of Convertible Notes was made in a private placement transaction exempt for registration in\nreliance on the exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “**Securities Act**”).\n\n \n\nThe offer and sale of the Convertible Notes, the\nissuance of the Conversion Shares have not been registered under the Securities Act or any state securities laws. The Class A Common Stock\nmay not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Neither\nthis Current Report on Form 8-K, nor the exhibits attached hereto, is an offer to sell or the solicitation of an offer to buy the Class\nA Common Stock described herein or therein."}