Filing Fee Exhibit
Ex-Filing Fees
CALCULATION OF FILING FEE TABLES
S-1
Zeo Energy Corp.
Table 1: Newly Registered and Carry Forward Securities
| Line Item Type | Security Type | Security Class Title | Notes | Fee Calculation Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | ||||||||||||
| Newly Registered Securities | |||||||||||||||||||||
| Fees to be Paid | Equity | Class A Common Stock | (1) | Other | 22,064,169 | $ | 1.0450 | $ | 23,057,056.61 | 0.0001381 | $ | 3,184.17 | |||||||||
| Fees to be Paid | Equity | Class A Common Stock | (2) | 457(o) | 100,000 | $ | 1.0450 | $ | 104,500.00 | 0.0001381 | $ | 14.43 | |||||||||
| Total Offering Amounts: | $ | 23,161,556.61 | 3,198.61 | ||||||||||||||||||
| Total Fees Previously Paid: | 0.00 | ||||||||||||||||||||
| Total Fee Offsets: | 0.00 | ||||||||||||||||||||
| Net Fee Due: | $ | 3,198.61 | |||||||||||||||||||
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Offering Note(s)
| (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. Represents the sum of (i) 1,851,851 shares of Class A Common Stock issued to LHX Intermediate, LLC, a Delaware limited liability company (“LHX”) as partial repayment of the promissory note issued to LHX by the Company on December 24, 2024, (ii) 677,711 shares of Class A Common Stock issued to Piper Sandler & Co, (iii) 8,080,000 shares of Class A Common Stock issued to LHX as compensation for certain assets, pursuant to an Asset Purchase Agreement dated October 25, 2024, entered into by and among the Company, Lumio Holdings, Inc. and Lumio HX, Inc, and (iv) 11,454,607 shares of Class A Common Stock which may be issued to White Lion Capital, LLC (“White Lion”), pursuant to a Common Stock Purchase Agreement dated January 27, 2026, entered into by and between the Company White Lion. 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 January 23, 2026 ($1.05 per share), in accordance with Rule 457(c) of the Securities Act. Calculated pursuant to Rule 457 of the Securities Act by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.0001381. |
| (2) | Represents commitment fee shares to be issued to White Lion. |
Table 3: Combined Prospectuses
| Security Type | Security Class Title | Notes | 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 | (1) | 39,605,259 | $ | 211,424,147.18 | S-1 | 333-278769 | 05/31/2024 | |||||||
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Prospectus Note(s):
| (1) | 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 “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. |