As filed with the Securities and Exchange Commission on January 27, 2026 Registration No. 333-291120 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ZEO ENERGY CORP. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 4931 001-40927 (I.R.S. Employer Identification Number) ...

Financial Performance - Net revenues for the three months ended September 30, 2025, were $23,896,448, an increase from $19,657,905 in the same period of 2024, representing a growth of 11.4%[117] - Gross profit for the three months ended September 30, 2025, was $13,707,389, with a gross margin of 57.4%, compared to a gross profit of $9,587,229 and a gross margin of 48.8% in the same period of 2024[117] - The company reported a net loss of $1,869,472 for the three months ended September 30, 2025, compared to a net loss of $2,872,424 in the same period of 2024, indicating a reduction in losses[117] - Adjusted EBITDA for the three months ended September 30, 2025, was $1,956,127, with an adjusted EBITDA margin of 8.2%, compared to an adjusted EBITDA of $(241,712) and an adjusted EBITDA margin of (1.2)% in the same period of 2024[117] - Net revenues for the nine months ended September 30, 2025, decreased by approximately $3.8 million to $50.8 million, a 7.0% decline compared to $54.6 million for the same period in 2024[148] - For the nine months ended September 30, 2025, net revenues were $50.8 million, a decrease from $54.6 million in 2024, while gross profit increased to $28.1 million from $23.2 million[167] - Contribution profit for the nine months ended September 30, 2025, was $7.6 million, with a contribution margin of 15.0%, compared to $9.7 million and 17.8% in 2024[167] - Adjusted EBITDA for the nine months ended September 30, 2025, was $(1.9) million, with an adjusted EBITDA margin of (3.8)%, compared to $89,270 and 0.2% in 2024[168] - The gross margin for the nine months ended September 30, 2025, was 55.3%, up from 42.5% in 2024[167] - The company reported a net loss of $17.9 million for the nine months ended September 30, 2025, compared to a net loss of $8.7 million in 2024[168] - Stock-based compensation for the nine months ended September 30, 2025, amounted to $6.1 million, compared to $7.1 million in 2024[168] Operational Highlights - The company completed the acquisition of Heliogen on August 8, 2025, issuing 6,217,612 shares of class A common stock at an exchange ratio of 0.9591 shares for each share of Heliogen common stock[113][114] - The company plans to expand its roofing business in all markets to facilitate faster solar installations, particularly in areas affected by severe weather[123] - Future revenue growth is expected to be driven by the expansion into new residential markets in states with favorable incentives and net metering policies[122] - The company aims to increase its in-house sales force and external sales dealers to target new customers in the Southern U.S. regional residential markets[125] Cost and Expenses - Cost of revenues for the three months ended September 30, 2025, increased by $0.3 million to $10.1 million, but as a percentage of revenue, it declined from 49.8% to 42.1%[142] - General and administrative expenses decreased by $1.2 million to $6.0 million for the three months ended September 30, 2025, primarily due to decreased stock-based compensation expenses[144] - Sales and marketing expenses increased by $4.4 million to $9.6 million for the three months ended September 30, 2025, driven by increased stock-based compensation and efforts to expand sales[145] - Cost of revenues for the nine months ended September 30, 2025, decreased by $8.7 million to $22.1 million, improving as a percentage of revenue from 56.4% to 43.6%[149] - Total operating expenses for the nine months ended September 30, 2025, increased by $4.8 million to $69.1 million, a 7.5% increase compared to the same period in 2024[147] Cash Flow - Net cash used in operating activities was approximately $11.1 million for the nine months ended September 30, 2025, a decrease of $1.1 million compared to $12.2 million for the same period in 2024[160] - Net cash provided by investing activities was approximately $13.5 million for the nine months ended September 30, 2025, primarily related to cash acquired in the acquisition of Heliogen[161] - Net cash used in financing activities was approximately $4.1 million for the nine months ended September 30, 2025, compared to $8.8 million provided in the same period of 2024[162] Debt and Financing - The company has approximately $2.5 million in convertible notes and only $0.1 million of debt related to service trucks and vehicles[163] Financial Metrics - The company utilized non-GAAP financial measures to monitor and evaluate business performance, which may differ from GAAP results[164] - Management emphasizes the importance of contribution profit and margin for strategic decision-making and resource allocation[166]

As filed with the Securities and Exchange Commission on October 28, 2025 Registration No. 333-[ ] UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ZEO ENERGY CORP. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 4931 001-40927 (I.R.S. Employer Identification Number) 7625 Little Rd, Suite ...

Financial Performance - For the three months ended June 30, 2025, net revenue was $18,101,930, an increase from $14,796,272 for the same period in 2024, representing a growth of 15.5%[98] - Revenue for the three months ended June 30, 2025, increased by 22.3% to $18,101,930 compared to $14,796,272 for the same period in 2024[119] - Total revenues increased to $18,101,930 for the three months ended June 30, 2025, up from $14,796,272 in 2024, representing a growth of approximately 22.8%[148] - Revenue for the six months ended June 30, 2025, decreased by 23.0% to $26,885,625 compared to $34,938,428 for the same period in 2024[126] Profitability - Gross profit for the six months ended June 30, 2025, was $14,378,437, compared to $13,589,677 for the same period in 2024, reflecting a gross margin increase from 38.9% to 53.5%[98] - Contribution margin for the three months ended June 30, 2025, was 15.1%, down from 21.4% in 2024, indicating a decline in profitability[148] - Adjusted EBITDA for the three months ended June 30, 2025, was $1,400,148, with an adjusted EBITDA margin of 7.7%, up from 5.2% in the same period of 2024[98] - Adjusted EBITDA for the six months ended June 30, 2025, was $(4,953,383), compared to $(199,531) for the same period in 2024, reflecting a significant deterioration in operational performance[149] Expenses - Cost of goods sold as a percentage of revenue decreased from 47.7% in Q2 2024 to 40.2% in Q2 2025, despite a $0.2 million increase in absolute terms[121] - General and administrative expenses decreased by 11.6% to $4,866,457 in Q2 2025, down from $5,523,571 in Q2 2024[123] - Sales and marketing expenses rose by 27.3% to $5,629,040 in Q2 2025, reflecting efforts to expand year-round sales through digital lead generation[124] - General and administrative expenses increased by 75.4% to $15,334,050 for the six months ended June 30, 2025, primarily due to higher payroll costs and professional fees[130] Cash Flow and Financing - Net cash used in operating activities improved by $7,801,816, decreasing from $(12,351,750) in 2024 to $(4,549,934) in 2025[139] - Net cash used in operating activities decreased by $7.8 million to approximately $4.5 million for the six months ended June 30, 2025, compared to $12.4 million for the same period in 2024[140] - Net cash used in investing activities was approximately $0.8 million for the six months ended June 30, 2025, compared to $0.3 million in 2024, indicating increased investment in property and equipment[141] - Net cash used in financing activities was approximately $0.2 million for the six months ended June 30, 2025, a decrease from $10.0 million provided in 2024, primarily due to debt repayments[142] Debt and Capital - The company converted approximately $2.55 million of outstanding accounts payable into a note payable with an annual interest rate of 18%[88] - The company may need to raise additional capital through debt or equity financing if proceeds from the business combination are insufficient to support business needs[136] - The company has approximately $0.6 million of debt on service trucks and vehicles valued at approximately $1.3 million, net of depreciation[143] Market Expansion - The company plans to expand its residential sales into new markets, targeting underserved areas in Florida, Texas, Arkansas, Missouri, Illinois, Virginia, and Ohio[103] - In 2025, the company continued its roofing replacements to facilitate solar installations and plans to expand its roofing business in all future markets[104] - The company aims to increase its in-house sales force and external sales dealers to target new customers in the Southern U.S. regional residential markets[105] Losses - The company reported a net loss of $2,679,464 for the three months ended June 30, 2025, compared to a net loss of $1,757,319 for the same period in 2024[98] - The net loss for the six months ended June 30, 2025, was $(15,998,827), compared to $(5,864,421) in 2024, indicating a worsening financial position[149] - Depreciation and amortization expenses surged by 599.9% from $453,669 in Q2 2024 to $3,175,452 in Q2 2025, primarily due to increased amortization from the Lumio Asset Purchase Agreement[122] Cost Management - The company is experiencing increased costs due to inflation, particularly in labor and raw materials, which may pressure operating margins[106] - Cost of goods sold for the six months ended June 30, 2025, decreased by 42.2% to $12,074,166, improving as a percentage of revenue from 60.2% in 2024 to 45.2% in 2025[128]

Mergers and Acquisitions - The company has entered into a Merger Agreement with Heliogen, Inc., which includes a two-step merger process with an estimated total merger consideration of $10.0 million[191][193]. - The merger with Heliogen is subject to customary closing conditions, including majority shareholder approval and compliance with Nasdaq listing requirements[195]. - The business combination with ESGEN Acquisition Corp. was completed on March 13, 2024, resulting in the company being renamed Zeo Energy Corp.[196]. - Following the Business Combination, Sunergy's ownership was reduced from 98% to 83.8% of the equity of the Company[207]. Financial Performance - Revenue for the three months ended March 31, 2025, was $8,784,000, a decrease from $20,142,000 in the same period of 2024, representing a decline of approximately 56.4%[212]. - Gross profit for the same period was $3,775,000, with a gross margin of 43.0%, compared to a gross profit of $6,016,000 and a gross margin of 29.9% in 2024[212]. - Adjusted EBITDA for the three months ended March 31, 2025, was $(6,354,000), reflecting an Adjusted EBITDA margin of (72.3)%, compared to $(470,000) and (2.3)% in 2024[212]. - Revenue decreased by approximately $11.4 million, a decline of 56.4%, from $20.1 million in Q1 2024 to $8.8 million in Q1 2025[234][235]. - Contribution profit was $(2.8) million in Q1 2025, compared to $2.1 million in Q1 2024, indicating a negative contribution margin of (31.5)%[254]. - Net loss before taxes increased by 203.1%, from $4.2 million in Q1 2024 to $12.8 million in Q1 2025[234]. Operational Strategy - The company has a scalable regional operating platform with approximately 290 sales agents and 22 independent sales dealers, focusing on capital-efficient growth in underpenetrated markets[189][187]. - The company aims to expedite the transition to renewable energy by providing affordable solar energy solutions, contributing to energy independence for consumers[186]. - The Company plans to expand its residential sales into new markets, targeting states with favorable incentives and net metering policies[218]. - The Company intends to increase its in-house sales force and external sales dealers in 2025 to target new customers in the Southern U.S. regional residential markets[220]. - The company has expanded its customer base across multiple states, including Florida, Texas, and California, and continues to invest in tools for large-scale operations[186][188]. Cost and Expenses - General and administrative expenses increased by $7.2 million, from $3.2 million in Q1 2024 to $10.5 million in Q1 2025, primarily due to increased payroll costs and a $3 million reserve for bad debt[238]. - The Company is experiencing increased costs due to inflation, particularly in raw materials and supply chain constraints, which may pressure operating margins[221]. - Interest rate increases have resulted in higher monthly costs for customers, potentially slowing financing-related sales of solar systems[222]. - Cost of goods sold decreased by $9.2 million, resulting in an improvement from 69.3% to 58.1% as a percentage of revenue[236]. Cash Flow and Capital Needs - Cash and cash equivalents decreased from approximately $5.6 million as of December 31, 2024, to $2.9 million as of March 31, 2025[242]. - Net cash used in operating activities improved by $7.9 million, from $(10.2) million in Q1 2024 to $(2.3) million in Q1 2025[247]. - The company may need to raise additional capital through debt or equity financing if proceeds from the Business Combination are insufficient to support business needs[244][245]. Asset Management - Goodwill is tested for impairment annually, with no impairment recorded for the three months ended March 31, 2025, and 2024[261]. - Intangible assets are amortized on a straight-line basis and are subject to annual impairment consideration, with no impairment charges recorded for the three months ended March 31, 2025, and 2024[262][263]. - The Company evaluates the recoverability of intangible assets by comparing their carrying amounts to future net undiscounted cash flows expected to be generated[263]. Sales and Product Offerings - The company offers residential solar energy systems financed through third-party lenders, with most customers utilizing loans or leases that require minimal or no upfront capital[190]. - The company has a diverse sales partner network and direct-to-consumer sales operations, enhancing its market reach and competitive positioning[187]. - The company’s core offerings include not only solar systems but also roofing, insulation, and energy-efficient appliances, diversifying its revenue streams[189].

Business Combination and Corporate Changes - Following the Business Combination on March 13, 2024, the company changed its name from "ESGEN Acquisition Corporation" to "Zeo Energy Corp."[361] - The Business Combination was accounted for as a reverse recapitalization, with Sunergy being treated as the accounting acquirer[367]. - The company retains majority control post-Business Combination, with the Primary Sellers owning 83.8% of the equity[372]. Financial Performance - Revenue decreased by approximately $36.4 million, from $109.7 million in 2023 to $73.2 million in 2024, a decline of 33.2%[400]. - Gross profit fell to $34.4 million in 2024, down from $49.8 million in 2023, with a gross margin of 47.0% compared to 45.4% in the previous year[378]. - Adjusted EBITDA decreased to $1.96 million in 2024, with an adjusted EBITDA margin of 2.7%, down from $6.98 million and 6.4% in 2023[378]. - Net loss increased to $9.87 million in 2024, compared to a net income of $4.85 million in 2023, representing a significant decline[378]. - Contribution profit for 2024 was $14.6 million, a decrease from $19.7 million in 2023, with a contribution margin of 19.9% compared to 18.0% in 2023[419]. Expenses and Cost Management - General and administrative expenses rose by $8.7 million to $21.6 million in 2024, primarily due to $7.8 million in stock compensation expenses[404]. - Sales and marketing expenses decreased by $10.7 million to $19.6 million in 2024, attributed to reduced commissions from lower revenue[403]. - Cost of goods sold decreased by $21.4 million, from $59.4 million in 2023 to $38.0 million in 2024, maintaining a cost of goods sold percentage of 52.4%[401]. Cash Flow and Capital Management - As of December 31, 2024, cash and cash equivalents were approximately $5.6 million, down from $8.0 million in 2023[407]. - Net cash used in operating activities was approximately $8.7 million in 2024, a decrease of $20.7 million compared to a net cash provided of approximately $12.0 million in 2023[412]. - Net cash used in investing activities was approximately $7.4 million in 2024, significantly higher than $1.0 million in 2023, primarily due to a $4.0 million asset purchase[413]. - The company cannot assure that its cash and cash equivalents will be sufficient for its business needs over the next twelve months, indicating potential future capital requirements[410]. Sales and Market Strategy - The company has approximately 290 sales agents and 22 independent sales dealers as of December 31, 2024, focusing on a capital-light business strategy[358]. - The majority of sales in 2023 were generated in Florida, with a significant split between Florida and Ohio in 2024, indicating a focus on operational efficiency due to revenue decreases[359]. - The company aims to expand into new markets with favorable net metering policies and cost incentives, enhancing its customer base[359]. - The company plans to expand its residential sales into new markets, currently operating in eight states and servicing customers in 16 states[384]. - The company intends to grow its in-house sales force and introduce a year-round sales team in 2025 to enhance operational efficiency[386]. Financing Activities - The company raised approximately $13.7 million in net cash from financing activities in 2024, primarily from the issuance of convertible preferred stock[414]. - The company has approximately $3.6 million in trade-credit with solar equipment distributors and $2.4 million in a convertible promissory note with a related party[415]. - The company entered into a promissory note for $2.4 million in December 2024 to fund the creation of a year-round sales team[409]. Revenue Composition - Revenues associated with lease arrangements accounted for 64% of sales in 2024, up from 21% in 2023[412]. - Total revenue for 2024 was $73.2 million, down from $109.7 million in 2023, resulting in a gross profit of $34.4 million compared to $49.8 million in 2023[419].

Financial Performance - Total revenue for 2024 was $73.2 million, a 33.2% decrease from $109.7 million in 2023, primarily due to higher interest rates affecting residential solar sales[7] - Adjusted EBITDA for 2024 was $2.0 million, down from $7.0 million in 2023, representing 2.7% of total revenue compared to 6.4% in the previous year[12][15] - The company achieved its sixth consecutive year of positive adjusted EBITDA despite a challenging market environment[6] - Gross profit for 2024 decreased to $34.4 million (47.0% of total revenue) from $49.8 million (45.4% of total revenue) in 2023, driven by lower sales but improved operational efficiencies[7] - In Q4 2024, total revenue was $18.6 million, an 18.9% decrease from $23.0 million in Q4 2023, again impacted by higher interest rates[12] - Q4 2024 adjusted EBITDA increased to $3.1 million (16.8% of total revenue) from approximately $(0.9) million in Q4 2023, primarily due to a significant change in depreciation and amortization[12][15] - The net loss for 2024 was $9.9 million compared to a net income of $4.8 million in 2023, largely due to stock compensation and increased operational costs[12] - Total revenue for the year ended December 31, 2024, was $73,244,083, a decrease of 33% compared to $109,691,001 in 2023[22] - Net loss for the year ended December 31, 2024, was $9,872,358, compared to a net income of $4,845,069 in 2023[22] Cash Flow and Assets - Cash and cash equivalents decreased to $5,634,115 as of December 31, 2024, from $8,022,306 in 2023, representing a decline of 29.5%[24] - Total assets increased to $60,976,116 as of December 31, 2024, up from $48,086,119 in 2023, reflecting a growth of 26.5%[20] - Total liabilities rose to $18,063,424 as of December 31, 2024, compared to $17,463,600 in 2023, indicating an increase of 3.4%[20] - Operating expenses for the year ended December 31, 2024, totaled $84,073,855, down from $104,551,674 in 2023, a reduction of 19.6%[22] - Cash flows from operating activities resulted in a net cash used of $8,716,717 for the year ended December 31, 2024, compared to a net cash provided of $11,977,134 in 2023[24] Revenue Sources and Transactions - The company reported a significant increase in related party revenue, which rose to $22,156,018 in 2024 from $15,464,852 in 2023, marking a growth of 43.5%[22] - The company incurred $4,836,538 in depreciation and amortization expenses for the year ended December 31, 2024, compared to $1,841,874 in 2023, an increase of 162%[22] - The company issued convertible preferred stock, generating net proceeds of $9,221,649 during the year ended December 31, 2024[24] - Non-cash transactions related to operating lease liabilities amounted to $837.76 million[25] - Deferred equity issuance costs totaled $2.769039 billion[25] - Class A common stock issued to vendors reached $891.035 million[25] - Class A common stock issued to backstop investors was $156.946 million[25] - Preferred dividends amounted to $9.275795 million[25] Future Outlook - The company secured $4.0 million in December 2024 to develop a year-round sales force and expand market presence, aiming for growth in the second half of 2025[6] - Management expressed optimism for 2025, highlighting opportunities for acquiring renewable energy assets to enhance growth and market share[3] - Zeo Energy completed the integration of Lumio's assets acquired in November 2024 as part of its market expansion strategy[6]

Business Acquisition and Strategy - The Company closed an Asset Purchase Agreement on October 25, 2024, acquiring assets for a total purchase price of $4 million in cash and 6,206,897 shares of Class A Common Stock[193]. - The Business Combination resulted in the Sellers owning 83.8% of the equity of the Company immediately following the transaction[206]. - The Business Combination was accounted for as a reverse recapitalization, treating ESGEN as the acquired company[202]. - The Company has focused on a capital-light business strategy, minimizing inventory by drop-shipping most equipment directly to installation sites[190]. - The company may need to raise additional capital through debt or equity financing if proceeds from the Business Combination are insufficient to support business needs[253]. Sales and Market Expansion - As of September 30, 2024, the Company utilized approximately 180 sales agents and 22 independent sales dealers to generate a growing sales pipeline[190]. - The Company plans to enter new markets selectively where solar penetration is below 7% of the addressable residential market, focusing on states with favorable net metering policies[191]. - The company plans to expand its roofing business, having sold over $2.5 million in roofing replacements in 2024 to facilitate solar installations[219]. - The company intends to double its in-house sales force and external sales dealers in 2024 to target new customers in the Southern U.S. regional residential markets[220]. - The company aims to expand its product offerings and services in residential markets across Florida, Texas, Arkansas, and Missouri to drive future revenue growth[218]. Financial Performance - Revenue, net for the three months ended September 30, 2024, decreased by approximately $18.2 million, or 48.1%, compared to the same period in 2023, primarily due to higher interest rates affecting consumer financing[235]. - Revenue decreased by approximately $32.1 million, or 37.0%, from $86.7 million for the nine months ended September 30, 2023, to $54.6 million for the same period in 2024[242]. - Gross profit for the three months ended September 30, 2024, was $9.6 million, with a gross margin of 48.8%, compared to a gross profit of $17.4 million and a gross margin of 45.8% in the same period of 2023[212]. - Adjusted EBITDA for the three months ended September 30, 2024, was $(980,000), with an adjusted EBITDA margin of (5.0)%, compared to $4.5 million and 11.9% in Q3 2023[212]. - Adjusted EBITDA for the nine months ended September 30, 2024, reflects a significant decline due to decreased revenue and increased operational costs[264]. Cost Management - Cost of goods sold decreased by $10.7 million, resulting in an improvement in the cost of goods sold as a percentage of revenue from 55.0% in Q3 2023 to 51.2% in Q3 2024[237]. - The cost of goods sold decreased by $18.4 million, or 37.4%, from $49.2 million in 2023 to $30.8 million in 2024, maintaining a consistent percentage of revenue at 57.2%[244]. - General and administrative expenses increased by 66.2% to $7.2 million in Q3 2024, compared to $4.3 million in Q3 2023, reflecting higher costs associated with being a publicly traded company[235]. - General and administrative expenses increased by $6.2 million, or 63.6%, from $9.7 million in 2023 to $15.9 million in 2024, primarily due to stock compensation and increased headcount[246]. - Sales and marketing expenses decreased by $3.6 million, or 18.3%, from $19.8 million in 2023 to $16.2 million in 2024, attributed to reduced costs from fewer sales personnel[247]. Operational Challenges - The company is experiencing increased costs due to inflation, particularly in labor and raw materials, which may pressure operating margins[221]. - Interest rate increases have negatively impacted customer financing, slowing sales of solar systems, as higher rates lead to increased monthly costs for customers[222]. - Net cash used in operating activities was approximately $12.2 million for the nine months ended September 30, 2024, compared to a net cash provided of approximately $5.8 million in 2023, a decrease of $17.9 million[256]. - Cash and cash equivalents decreased from approximately $8.0 million as of December 31, 2023, to approximately $4.3 million as of September 30, 2024[251]. Loss and Impairment - For the three months ended September 30, 2024, the company reported a net loss of $2,872,424, compared to a net income of $4,000,047 for the same period in 2023[266]. - For the nine months ended September 30, 2024, the company reported a net loss of $8,736,845, compared to a net income of $6,441,842 for the same period in 2023[266]. - The net loss income margin for the three months ended September 30, 2024, was (14.6)%, down from 10.6% in the same period last year[266]. - The company incurred interest expenses of $209,227 for the three months ended September 30, 2024, compared to $10,396 in the same period in 2023[266]. - Stock compensation expenses for the nine months ended September 30, 2024, totaled $7,101,818, indicating a significant increase compared to the previous year[266]. Accounting and Valuation - The company has not recorded any goodwill impairment for the three and nine months ended September 30, 2024, and 2023[271]. - No impairment charges were recorded for intangible assets for the three and nine months ended September 30, 2024, and 2023[273]. - The company evaluates its accounting policies and estimates on an ongoing basis, which may lead to material differences in reported financial results under different conditions[268]. - The company recognizes and measures assets acquired in business combinations based on their estimated fair values at the acquisition date, which involves significant judgment and estimation[269].

Financial Performance - Total revenue for Q2 2024 was $14.7 million, a 51% decrease from $30.1 million in Q2 2023, primarily due to higher interest rates affecting residential solar direct sales[6] - Gross profit for Q2 2024 decreased to $4.4 million (29.8% of total revenue) from $5.6 million (18.7% of total revenue) in Q2 2023, driven by decreased sales but improved operational efficiencies[6] - Net loss for Q2 2024 was $1.3 million (8.8% of total revenue), compared to net income of $0.8 million (2.7% of total revenue) in Q2 2023, largely due to stock compensation expenses[7] - Adjusted EBITDA for Q2 2024 was $0.7 million (4.6% of total revenue), down from approximately $1.3 million (4.4% of total revenue) in Q2 2023, reflecting decreased gross profit and increased stock compensation[7] - Total revenue for the first six months of 2024 was $34.6 million, a 29% decrease from $48.8 million in the same period of 2023, attributed to higher interest rates[4] - Gross profit for the first six months of 2024 decreased to $6.0 million (17.3% of total revenue) from $8.6 million (17.7% of total revenue) in the same period of 2023[4] - Net loss for the first six months of 2024 was $3.2 million (9.2% of total revenue), compared to net income of $2.4 million (4.9% of total revenue) in the same period of 2023[4] - Adjusted EBITDA for the first six months of 2024 was a loss of $0.1 million (0.3% of total revenue), down from $3.4 million (6.9% of total revenue) in the same period of 2023[5] - Net loss for 2024 was $3,181,873 compared to a net income of $2,400,187 in 2023[18] Operational Metrics - Total operating expenses for the six months ended June 30, 2024, were $16,907,397, a decrease from $29,250,949 in the prior year[17] - Net cash used in operating activities was $12,338,008, a significant decrease from $1,849,251 in the previous year[18] - Total depreciation and amortization for 2024 was $919,542, slightly down from $922,165 in 2023[18] - The company incurred transaction costs of $3,269,039, with no such costs reported in the previous year[18] - Preferred dividends for 2024 totaled $8,224,091, with no preferred dividends reported in 2023[18] - Cash paid for interest increased to $70,284 from $37,851 in 2023[18] Assets and Liabilities - Total current assets increased to $17,895,800 as of June 30, 2024, from $16,233,331 as of December 31, 2023[15] - Total liabilities decreased to $12,205,927 as of June 30, 2024, from $17,540,167 as of December 31, 2023[15] - Cash and cash equivalents decreased to $5,342,120 as of June 30, 2024, from $8,022,306 as of December 31, 2023[15] - Accounts receivable increased to $7,207,854 as of June 30, 2024, compared to $2,905,205 as of December 31, 2023[15] - The current portion of long-term debt increased slightly to $420,745 as of June 30, 2024, from $404,871 as of December 31, 2023[15] - Total stockholders' equity showed a significant decline to $(51,117,913) as of June 30, 2024, from $30,591,065 as of December 31, 2023[15] Cash Flow and Financing - Cash and cash equivalents at the end of the period were $5,342,120, up from $3,413,334 in 2023[18] - Proceeds from the issuance of convertible preferred stock amounted to $10,277,275, with no such transactions in 2023[18] - Net cash provided by financing activities was $9,988,651, compared to $79,986 in 2023[18] Strategic Initiatives - The company plans to reignite sales efforts and pursue strategic M&A opportunities as macroeconomic pressures ease[3] - Recent market launches in Ohio and Illinois have shown encouraging initial results, with plans for further expansion[2]

Business Overview - Zeo Energy Corp. is focused on accelerating the transition to renewable energy, providing residential solar energy systems and related services in Florida, Texas, Arkansas, and Missouri[143]. - The business combination with ESGEN resulted in the company changing its name to Zeo Energy Corp., with the transaction treated as a reverse recapitalization[151][159]. - Following the business combination, the primary sellers retained 83.8% ownership of the company, indicating no change in control[163]. - The management team remains unchanged post-business combination, ensuring continuity in leadership[165]. Market and Sales Strategy - As of June 30, 2024, the company has approximately 170 sales agents and 27 independent sales dealers, contributing to a growing sales pipeline[146]. - The company aims to expand selectively into new markets where favorable net metering policies exist[148]. - The company plans to double its in-house sales force and external sales dealers in 2024 to target new customers in the Southern U.S. regional residential markets[176]. - The company has launched a leasing program for residential solar energy systems, catering to homeowners in a higher interest rate environment[149]. - The solar energy market in the U.S. is expected to grow due to government policy support and rising conventional utility costs, with the company targeting markets with solar penetration below 7%[148]. Financial Performance - Revenue decreased by approximately $15.4 million, from $30.1 million in Q2 2023 to $14.7 million in Q2 2024, representing a decline of 51.1%[188]. - Revenue decreased by approximately $14.2 million, from $48.8 million for the six months ended June 30, 2023 to $34.6 million for the six months ended June 30, 2024, representing a decline of 29.2%[196]. - Adjusted EBITDA for Q2 2024 was $679,000, compared to $1.3 million in Q2 2023, with an adjusted EBITDA margin of 4.6%[170]. - Adjusted EBITDA for the six months ended June 30, 2024 was $(3.0) million, compared to $3.4 million for the same period in 2023, reflecting a significant decline in operational performance[212]. - The company reported a net loss of $3.3 million before taxes for the six months ended June 30, 2024, compared to a net income of $2.4 million for the same period in 2023, a decline of 236.8%[196]. Cost Management - Cost of goods sold decreased by $14.1 million, improving to 70% of revenue in 2024 from 81% in 2023, driven by lower material costs and labor efficiencies[190]. - Cost of goods sold decreased by $11.6 million, maintaining a consistent percentage of revenue at 80%[198]. - General and administrative expenses increased by $2.1 million, from $3.8 million in Q2 2023 to $5.9 million in Q2 2024, primarily due to $2.4 million in stock compensation recognized in 2024[192]. - General and administrative expenses increased by $4.4 million, from $5.2 million to $9.6 million, primarily due to a $2.9 million increase in stock compensation and increased headcount[198]. - Sales and marketing expenses decreased by $0.7 million, from $1.0 million to $0.3 million, due to reduced costs associated with fewer sales personnel[199]. Cash Flow and Liquidity - Net cash used in operating activities was approximately $12.3 million for the six months ended June 30, 2024, compared to a net cash provided of approximately $1.8 million for the same period in 2023, a decrease of $14.2 million[205]. - Net cash provided by financing activities was approximately $10.0 million for the six months ended June 30, 2024, primarily from the issuance of convertible preferred stock[207]. - As of June 30, 2024, the company's cash and cash equivalents were approximately $5.3 million, down from $8.0 million as of December 31, 2023[202]. Operational Challenges - Inflation and supply chain challenges are impacting operating margins and increasing costs, with raw material costs and labor rising due to higher inflation rates[176][178]. - Interest rate increases have resulted in higher monthly costs for customers, slowing financing-related sales of solar systems[177]. - The company expects to incur substantial additional expenses for compliance and reporting requirements following the business combination[168]. Other Financial Information - The Class A Common Stock and public warrants of Zeo Energy Corp. are traded on Nasdaq under the ticker symbols "ZEO" and "ZEOWW," respectively[158]. - The change in fair value of warrant liabilities contributed $690,000 to other income, net, improving from a net expense of $(41,712) to income of $669,534[200]. - No goodwill impairment was recorded for the three months ended June 30, 2024 and 2023[220]. - Intangible assets are subject to amortization on a straight-line basis over their estimated period of benefit[221]. - No impairment charges were recorded for intangible assets for the three months ended June 30, 2024 and 2023[222].