EX-FILING FEES 5 ea020351001ex-fee_zeoener.htm FILING FEE TABLE

Exhibit 107

 

Calculation of Filing Fee Table

 

Form S-1

(Form Type)

 

Zeo Energy Corp.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered and Carry Forward Securities

 

   Security Type 

Security

Class
Title

   Fee
Calculation
or Carry
Forward
Rule
   Amount
Registered (1)
   Proposed
Maximum
Offering
Price Per
Share
   Maximum Aggregate Offering Price   Fee Rate   Amount of Registration Fee   Carry Forward Form Type   Carry Forward File Number   Carry Forward Initial effective date   Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward 
Newly Registered Securities
Fees to Be Paid  Equity   Class A Common Stock    457(c)   40,118,434(2)   $5.27(3)   $211,424,147.18    0.00014760   $31,206.20(4)                 
                                                           
Fees Previously Paid  -   -    -    -    -    -         -                     
Carry Forward Securities 
Carry Forward Securities  -   -    -    -         -              -    -    -    - 
   Total Offering Amounts             $31,206.20                     
   Total Fees Previously Paid              -                     
   Total Fee Offsets              -                     
   Net Fee Due             $31,206.20                     

 

(1)Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (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.

 

(2)Represents the sum of (i) up to 4,000,004  shares of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”) that were issued to ESGEN LLC, a Delaware limited liability company (the “Sponsor”), and certain former holders of Class B ordinary shares, par value $0.0001 per share, of ESGEN Acquisition Corporation (“ESGEN”), in connection with the closing of the transactions contemplated by that certain business combination agreement, dated as of April 19, 2023, as amended (the “Business Combination Agreement”), by and among ESGEN, Sunergy Renewables, LLC (“Sunergy”), ESGEN OpCo, LLC (“OpCo”), holders of the limited liability company interests of Sunergy (the “Sellers”), the Sponsor, for limited purposes, and Timothy Bridgewater, for limited purposes, (ii) up to 50,000 shares of Class A Common Stock that were issued to Piper Sandler & Co. (“Piper”) pursuant to that certain amendment on March 8, 2024 to an engagement letter, by and between Piper and Sunergy, (iii) up to 1,500,000 shares of Class A Common Stock issuable upon exchange of an equivalent number of Class A convertible preferred units of OpCo and Class V common stock of the Company, par value $0.0001 per share (the “Class V Common Stock”), pursuant to that certain subscription agreement, dated as of April 19, 2023, as amended and restated, by and between ESGEN, OpCo and the Sponsor, and (iv) up to 33,730,000 shares of Class A Common Stock issuable upon exchange of an equivalent number of Class B units of OpCo and Class V Common Stock issued to the Sellers pursuant to the Business Combination Agreement.

 

(3)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 April 16, 2024 ($5.27 per share), in accordance with Rule 457(c) of the Securities Act.

 

No registration fee is payable in connection with the securities previously registered on a registration statement on Form S-4 (File No. 333-274551), which was declared effective on February 13, 2024 (the “Prior Registration Statement”) because such securities are being transferred from the Prior Registration pursuant to Rule 429(b) under the Securities Act.

 

(4)Calculated pursuant to Rule 457 of the Securities Act by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.00014760.

 

 

 

 

Table 2: Fee Offset Claims and Sources

N/A

 

Table 3: Combined Prospectus

 

Security
Type
  Security Class Title(5)   Amount of Securities Previously
Registered
    Maximum
Aggregate
Offering
Price of Securities Previously Registered
    Form Type   File Number   Initial
Effective Date
Equity   Class A common stock underlying public warrants     13,800,000     $ 159,252,000     Form S-4   333-274551   February 13, 2024

 

(5)No registration fee is payable in connection with the securities previously registered on a registration statement on Form S-4 (File No. 333-274551), which was declared effective on February 13, 2024 (the “Prior Registration Statement”) because such securities are being transferred from the Prior Registration pursuant to Rule 429(b) under the Securities Act. See “Statement Pursuant to Rule 429” in this registration statement.