Amendment to Quarterly Report (Form 10-Q/A)

ZEO Energy Corp. (the "Company") is filing this Amendment No. 1 on Form 10-Q/A (this "Amendment") to amend the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024 (the "Original Filing"), which was originally filed with the U.S. Securities and Exchange Commission (the "SEC") on January 23, 2025 (the "Original Filing Date"). The sole purpose of this Amendment is to correct the Exhibits contained in Item 6 of Part II of the Original Filing to (i) correctly identify that Exhibits 31.1 and 31.2, the Company's Certifications of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, are filed and not furnished, (ii) correctly title Exhibit 31.2 as the Certification of the Principal Financial Officer, (iii) file Exhibits 31.1 and 31.2 as separate exhibits and identify them as such in the Exhibit Table and (iv) file Exhibits 32.1 and 32.2 as separate exhibits and identify them as such in the Exhibit Table.

This Amendment is an exhibit-only filing. Except as described above, no changes have been made to the Original Filing and this Amendment does not modify, amend, or update in any way any of the financial or other information contained in the Original Filing. This Amendment does not reflect events that may have occurred subsequent to the Original Filing Date. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company's other filings with the SEC.

Pursuant to Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), currently dated certifications are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act under Item 6 of Part II hereof.