Financial Performance - Net revenue for the full year 2023 increased 24% to $110.1 million compared to $89.0 million in 2022[6] - Gross profit for the full year 2023 increased 26% to $20.2 million, representing 18.3% of net revenue[6] - Adjusted EBITDA for the full year 2023 increased 8% to $11.2 million, which is 10.2% of net revenue[6] - Fourth quarter net revenue totaled $23.4 million, a 2% increase from $22.9 million in the comparable 2022 period[10] - Total revenue for the year ended December 31, 2023, increased to $110,066,601, up 23.8% from $88,963,855 in 2022[20] - Net income for the year ended December 31, 2023, was $6,230,438, a decrease of 28.2% compared to $8,665,770 in 2022[20] - Adjusted EBITDA margin decreased from 11.7% in 2022 to 10.2% in 2023[14] Cash and Assets - Cash and cash equivalents as of December 31, 2023, totaled $8.0 million, up from $4.3 million at September 30, 2023[10] - Cash and cash equivalents at the end of 2023 were $8,022,306, significantly up from $2,268,306 at the end of 2022, representing a 253.5% increase[23] - Total assets increased to $47,987,187 in 2023, compared to $35,201,421 in 2022, reflecting a growth of 36.3%[18] Liabilities and Expenses - Total liabilities rose to $15,654,299 in 2023, up from $3,925,575 in 2022, marking a substantial increase of 298.5%[18] - Operating expenses for the year ended December 31, 2023, totaled $103,528,766, an increase of 29.0% from $80,318,089 in 2022[20] - The company reported a provision for credit losses of $1,531,223 in 2023, compared to $742,772 in 2022, indicating a 106.5% increase[23] - The company incurred interest expenses of $123,996 in 2023, compared to $51,295 in 2022, reflecting an increase of 142.4%[20] Strategic Developments - The company opened a new market in Missouri, advancing its commitment to geographic expansion in the US[4] - The completed business combination with ESGEN Acquisition Corp. occurred on March 13, 2024, resulting in ZEO and ZEOWW trading on the Nasdaq Capital Market[6] - The company plans to expand into several new geographies and drive sustainable profitability in 2024[5] Operating Activities - The net cash provided by operating activities for the year ended December 31, 2023, was $11,963,994, an increase from $10,719,945 in 2022[23] - The weighted average units outstanding remained stable at 1,000,000 for both 2023 and 2022[20] - The company reported a net income loss of $0.1 million in Q4 2023, down from a net income of approximately $1.1 million in Q4 2022[10]

Zeo Energy Corp. to Begin Trading on Nasdaq Under the Ticker Symbols "ZEO" and "ZEOWW" Beginning Thursday, March 14th Company to Ring Nasdaq Closing Bell on Wednesday, March 13th DALLAS and NEW PORT RICHEY, Fla. , March 13, 2024 (GLOBE NEWSWIRE) -- ESGEN Acquisition Corp. ("ESGEN"), a publicly-traded special purpose acquisition company, today announced the completion of its business combination (the "Business Combination") with Sunergy Renewables, LLC ("Sunergy"), a leading Florida-based provider of residen ...

DALLAS and NEW PORT RICHEY, Fla., March 07, 2024 (GLOBE NEWSWIRE) -- ESGEN Acquisition Corp. ("ESGEN") (NASDAQ:ESACU, ESAC, ESACW))), a publicly-traded special purpose acquisition company, and Sunergy Renewables, LLC ("Sunergy"), a leading Florida-based provider of residential solar and energy efficiency solutions, today announced that ESGEN's shareholders have approved its previously announced proposed business combination with Sunergy (the "Business Combination") at its extraordinary general meeting of ES ...

DALLAS and NEW PORT RICHEY, Fla., Feb. 13, 2024 (GLOBE NEWSWIRE) -- ESGEN Acquisition Corp. ("ESGEN") (NASDAQ:ESACU, ESAC, ESACW))), a publicly-traded special purpose acquisition company, and Sunergy Renewables, LLC ("Sunergy"), a leading Florida-based provider of residential solar and energy efficiency solutions, today announced that ESGEN's registration statement on Form S-4, as amended (the "Registration Statement") in connection with the previously announced proposed business combination (the "Business ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION For the quarterly period ended September 30, 2023 ESGEN Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40927 98-1601409 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification Number) 5956 Sherry Lane Suite 1400 Dallas, Texas 75225 (Address of principal executive offices, including zip code) (214)987-6100 (Registrant's telephone ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2023 ESGEN Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40927 98-1601409 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification Number) 5956 Sherry Lane Suite 1400 Dallas, Texa ...

[PART 1 – FINANCIAL INFORMATION](index=4&type=section&id=PART%201%20%E2%80%93%20FINANCIAL%20INFORMATION) This section provides the unaudited financial statements, management's analysis, market risk disclosures, and internal controls for the period [Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20%28Unaudited%29) The unaudited financial statements for Q1 2023 show a net loss of $1.45 million, a significant asset reduction due to share redemptions, and a going concern warning [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) Total assets declined sharply to $31.0 million by March 31, 2023, from $286.2 million, primarily due to significant share redemptions Condensed Balance Sheet Comparison | Account | March 31, 2023 (USD) | December 31, 2022 (USD) | | :--- | :--- | :--- | | **Assets** | | | | Cash | $50,471 | $614,767 | | Marketable securities held in Trust Account | $30,919,043 | $285,506,568 | | **Total Assets** | **$31,006,539** | **$286,152,445** | | **Liabilities** | | | | Total current liabilities | $3,484,318 | $2,182,531 | | Warrant liabilities | $1,670,400 | $796,224 | | **Total Liabilities** | **$14,814,718** | **$12,638,755** | | Class A ordinary shares subject to possible redemption | $30,919,043 | $285,506,568 | | **Total shareholders' deficit** | **($14,727,222)** | **($11,992,878)** | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) The company reported a net loss of $1.45 million for Q1 2023, a significant decline from $5.88 million net income in Q1 2022, primarily due to warrant liability valuation changes Condensed Statements of Operations (Three Months Ended March 31) | Account | 2023 (USD) | 2022 (USD) | | :--- | :--- | :--- | | Loss from operations | ($1,512,581) | ($872,990) | | Interest income on marketable securities held in Trust Account | $940,646 | $18,171 | | Change in fair value of warrant liabilities | ($874,176) | $6,735,360 | | **Net (loss) income** | **($1,446,111)** | **$5,880,541** | | Basic and diluted net (loss) income per share, Class A | ($0.02) | $0.17 | [Condensed Statements of Changes in Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Ordinary%20Shares%20Subject%20to%20Possible%20Redemption%20and%20Shareholders%27%20Deficit) In Q1 2023, 24.7 million Class A ordinary shares were redeemed for $255.9 million, significantly reducing shares subject to redemption and increasing the accumulated deficit - In Q1 2023, **24,703,445 Class A ordinary shares** were redeemed, reducing the redemption value from **$285.5 million** to **$30.9 million**[17](index=17&type=chunk) [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Net cash provided by operating activities was $0.72 million, while investing activities provided $254.6 million and financing activities used $255.9 million, resulting in a net cash decrease of $0.56 million Condensed Statements of Cash Flows (Three Months Ended March 31, 2023) | Activity | Cash Flow (USD) | | :--- | :--- | | Net cash provided by operating activities | $723,937 | | Net cash provided by investing activities | $254,587,525 | | Net cash used in financing activities | ($255,875,758) | | **Net change in cash** | **($564,296)** | | **Cash, end of the period** | **$50,471** | [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) Notes detail the SPAC's business combination deadline, significant share redemptions, a going concern warning, the definitive agreement with Sunergy Renewables, and the waiver of IPO underwriting commissions - On January 18, 2023, shareholders approved an extension for the business combination deadline. In connection with the vote, holders of **24,703,445 Class A shares** exercised their redemption rights for an aggregate amount of approximately **$255.9 million**[36](index=36&type=chunk) - Management has determined that the mandatory liquidation deadline of **May 22, 2023** (unless extended) and insufficient operating funds raise substantial doubt about the Company's ability to continue as a going concern[46](index=46&type=chunk) - On April 19, 2023, the Company entered into a Business Combination Agreement with Sunergy Renewables, LLC. The transaction is expected to close in **Q4 2023**[101](index=101&type=chunk)[109](index=109&type=chunk) - In April 2023, the IPO underwriters waived their right to receive the deferred underwriting commission of **3.5%** of the gross proceeds of the Public Offering[79](index=79&type=chunk)[111](index=111&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section details the signed Business Combination Agreement with Sunergy Renewables, analyzes the Q1 2023 net loss, and highlights critical liquidity issues leading to a going concern warning - The company entered into a Business Combination Agreement with Sunergy Renewables, LLC on April 19, 2023, which is expected to close in the **fourth quarter of 2023**[121](index=121&type=chunk)[129](index=129&type=chunk) - The net loss for Q1 2023 was **$1,446,111**, compared to a net income of **$5,880,541** in Q1 2022. The variance is primarily due to the change in fair value of warrant liabilities[133](index=133&type=chunk)[134](index=134&type=chunk) - As of March 31, 2023, the company had only **$50,471** in cash. Management believes it will not have sufficient working capital to meet its needs, raising substantial doubt about its ability to continue as a going concern[135](index=135&type=chunk)[138](index=138&type=chunk)[139](index=139&type=chunk) - In April 2023, the IPO underwriters waived their right to receive deferred underwriting commissions upon the closing of the business combination[141](index=141&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, ESGEN is not required to provide detailed market risk disclosures and believes it has no material exposure to interest rate risk due to Trust Account investments - The company is a smaller reporting company and is not required to provide the information under this item[153](index=153&type=chunk) - Proceeds in the Trust Account are invested in short-term U.S. government securities, and the company believes there is no material exposure to interest rate risk[153](index=153&type=chunk) [Controls and Procedures](index=30&type=section&id=Item%204.%20Control%20and%20Procedures) Disclosure controls and procedures were deemed ineffective as of March 31, 2023, due to a material weakness in internal control over financial reporting, with a remediation plan underway - Disclosure controls and procedures were determined to be not effective as of **March 31, 2023**[155](index=155&type=chunk) - A material weakness exists due to a lack of sufficient personnel with appropriate accounting knowledge, specifically affecting controls over EPS calculation and cash flow classification for the Trust Account[156](index=156&type=chunk) - A remediation plan is in place to enhance processes and increase communication with accounting professionals to address the material weakness[157](index=157&type=chunk) [PART II – OTHER INFORMATION](index=30&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This section covers legal proceedings, updated risk factors, unregistered sales of equity, defaults on senior securities, mine safety disclosures, and exhibits [Legal Proceedings](index=30&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings - None[160](index=160&type=chunk) [Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors) Updated risk factors highlight the uncertainty of completing the proposed Business Combination with Sunergy and the significant transaction costs involved - There are no assurances that the approval of the Charter Amendment or the execution of the Business Combination Agreement will enable the company to complete its proposed Business Combination[162](index=162&type=chunk) - The company and its proposed target, Sunergy, will incur significant, non-recurring transaction and transition costs in connection with the proposed Business Combination[165](index=165&type=chunk)[166](index=166&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=32&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period - None[167](index=167&type=chunk) [Defaults Upon Senior Securities](index=32&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - None[167](index=167&type=chunk) [Mine Safety Disclosures](index=32&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[168](index=168&type=chunk) [Other Information](index=32&type=section&id=Item%205.%20Other%20Information) The company reported no other information - None[169](index=169&type=chunk) [Exhibits](index=33&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including the Amended and Restated Memorandum and Articles of Association, CEO and CFO certifications (Sections 302 and 906), and Inline XBRL documents

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ESGEN Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40927 98-1601409 (State or other jurisdic ...

Table of Contents Title of each class Trading Symbol(s)Name of each exchange on which registered Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant ESACU The Nasdaq Stock Market LLC Class A ordinary shares included as part of the units ESAC The Nasdaq Stock Market LLC Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 ESACW The Nasdaq Stock Market LLC Emerging growth ...

Table of Contents Title of each class Trading Symbol(s)Name of each exchange on which registered Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant ESACU The Nasdaq Stock Market LLC Class A ordinary shares included as part of the units ESAC The Nasdaq Stock Market LLC Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 ESACW The Nasdaq Stock Market LLC Emerging growth ...