Core Viewpoint - The Schall Law Firm is investigating Zeo Energy Corp for potential violations of securities laws related to misleading statements and failure to disclose important information to investors [1][2]. Group 1: Investigation Details - The investigation centers on whether Zeo Energy Corp issued false or misleading statements and failed to disclose relevant information to investors [2]. - On May 29, 2025, Zeo announced it received a notice from Nasdaq regarding non-compliance with periodic filing requirements due to the late filing of its Quarterly Report on Form 10-Q for the period ending March 31, 2025, which was due by May 15, 2025 [2]. - Following this announcement, Zeo's shares dropped by over 9.9% on May 30, 2025 [2]. Group 2: Legal Representation - The Schall Law Firm encourages shareholders who suffered losses to participate in the investigation and offers free consultations regarding their rights [3]. - The firm specializes in securities class action lawsuits and shareholder rights litigation, representing investors globally [3].

FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission File Number: 001-40927 ZEO ENERGY CORP. (Exact name of registrant as specified in its charter) Delaware 98-1601409 (St ...

Core Insights - Zeo Energy Corp. reported a significant revenue decline of 56.4% in Q1 2025, generating $8.8 million compared to $20.1 million in Q1 2024, primarily due to high-interest rates affecting residential solar sales [7][17] - The company is pursuing growth through the acquisition of Heliogen, aiming to diversify its offerings into adjacent clean energy sectors [2][6] - Despite current challenges, management remains optimistic about a recovery in the latter half of 2025 as market conditions improve [2] Financial Performance - Total revenue for Q1 2025 was $8.8 million, down from $20.1 million in Q1 2024, reflecting a 56.4% decrease [7][17] - Gross profit decreased to $3.8 million (43.0% of total revenue) in Q1 2025 from $6.0 million (29.9% of total revenue) in Q1 2024, driven by lower sales but improved operational efficiencies [7][17] - Net loss for Q1 2025 was $13.3 million, compared to a net loss of $4.1 million in Q1 2024, largely due to decreased sales [7][17] Operational Highlights - The company has streamlined operations and strengthened its sales team in anticipation of the summer sales season [2] - Adjusted EBITDA for Q1 2025 was $(6.4) million, a significant decline from approximately $(0.5) million in Q1 2024, indicating operational challenges [7][8] - The company is focusing on high-growth markets with limited competition, leveraging its differentiated sales approach [5] Strategic Initiatives - Zeo Energy has entered into a definitive agreement to acquire Heliogen, which specializes in on-demand clean energy technology, to enhance its capabilities in long-duration energy generation and storage [6][2] - The acquisition is expected to improve the company's balance sheet and diversify its revenue streams [2][6]

Group 1: CureVac N.V. Acquisition - CureVac will be acquired by BioNTech SE, with each CureVac share exchanged for approximately $5.46 in BioNTech ADSs, leading to an implied aggregate equity value of about $1.25 billion [2] - Upon completion of the transaction, CureVac shareholders are expected to own between 4% and 6% of BioNTech [2] - The investigation focuses on whether the CureVac Board breached its fiduciary duties by failing to conduct a fair process and whether the consideration provides fair value to shareholders [2] Group 2: Know Labs, Inc. Acquisition - Know Labs will be acquired by Goldeneye 1995 LLC, with the purchase price determined by dividing the sum of 1,000 Bitcoin and a cash amount for debt retirement and working capital by the per share price of $0.335 [4] - The investigation examines whether the Know Labs Board breached its fiduciary duties by not conducting a fair process and whether the deal offers fair value to shareholders [4] Group 3: Volato Group, Inc. Merger - Volato Group will merge with M2i Global, with M2i Global expected to own approximately 90% of the total shares of Volato post-merger [6] - The investigation is centered on whether the Volato Group Board breached its fiduciary duties by failing to conduct a fair process and the potential dilution of shareholders in the combined company [6] Group 4: Heliogen, Inc. Acquisition - Heliogen will be acquired by Zeo Energy Corp, with securityholders receiving shares valued at approximately $10 million based on a price of $1.5859 per share, subject to adjustments based on net cash at closing [8] - The investigation looks into whether the Heliogen Board breached its fiduciary duties by not conducting a fair process and whether the consideration provides fair value to shareholders [8]

Core Viewpoint - Pomerantz LLP is investigating claims of potential securities fraud or unlawful business practices involving Zeo Energy Corp and its officers or directors [1] Group 1: Company Compliance Issues - On May 29, 2025, Zeo announced it received a notice from Nasdaq regarding non-compliance with periodic filing requirements due to the failure to file its Quarterly Report on Form 10-Q by the due date of May 15, 2025 [2] - Following this announcement, Zeo's stock price decreased by $0.34 per share, representing a decline of 9.91%, closing at $3.09 per share on May 30, 2025 [2] Group 2: Legal Context - Pomerantz LLP is recognized as a leading firm in corporate, securities, and antitrust class litigation, with a history of fighting for victims of securities fraud and corporate misconduct [3]

Core Viewpoint - Pomerantz LLP is investigating potential securities fraud or unlawful business practices involving Zeo Energy Corp and its officers or directors [1] Group 1: Company Compliance Issues - On May 29, 2025, Zeo announced it received a notice from Nasdaq regarding non-compliance with periodic filing requirements due to the failure to file its Quarterly Report on Form 10-Q for the three months ended March 31, 2025 by the due date of May 15, 2025 [3] - Following this announcement, Zeo's stock price decreased by $0.34 per share, representing a 9.91% decline, closing at $3.09 per share on May 30, 2025 [3] Group 2: Legal Context - Pomerantz LLP is recognized as a leading firm in corporate, securities, and antitrust class litigation, with a history of fighting for victims of securities fraud and corporate misconduct [4]

Core Points - Zeo Energy Corp. received a notice from Nasdaq on May 22, 2025, indicating non-compliance with periodic filing requirements due to the late submission of its Quarterly Report on Form 10-Q for the three months ended March 31, 2025, which was due by May 15, 2025 [1] - The company had previously received a deficiency notice for failing to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was subsequently filed on May 28, 2025 [2] - Nasdaq has allowed the company until June 16, 2025, to submit a plan to regain compliance, with a potential extension until October 13, 2025, if the plan is accepted [3] Company Overview - Zeo Energy Corp. is a Florida-based provider of residential solar, distributed energy, and energy efficiency solutions, focusing on high-growth markets with limited competition [5]

Core Viewpoint - Zeo Energy Corp. is acquiring Heliogen, aiming to integrate Heliogen's advanced clean storage solutions with Zeo's solar energy platform, creating a comprehensive clean energy platform for various market segments [1][2][3] Company Overview - Zeo Energy Corp. is a Florida-based provider of residential solar and energy efficiency solutions, focusing on high-growth markets with limited competition [10] - Heliogen, a renewable energy technology company, specializes in delivering cost-effective, low-carbon energy production solutions [11] Transaction Details - The merger will be an all-stock transaction, with Heliogen's securityholders receiving shares of Zeo's Class A common stock valued at approximately $10 million, based on a share price of $1.5859 [7][8] - The transaction is expected to close in the third quarter of 2025, pending customary closing conditions and stockholder approvals [8] Strategic Rationale - The merger aims to combine Zeo's residential solar footprint with Heliogen's long-duration energy storage expertise, addressing power quality and energy capacity issues for data centers [6] - The transaction is expected to streamline costs, reduce corporate overhead, and enhance the balance sheet through Heliogen's liquidity [6] Management Commentary - Zeo's CEO emphasized the acquisition's potential to accelerate their vision of serving a broad range of energy consumers, from residential to industrial applications [3] - Heliogen's CEO highlighted the opportunity for stockholders to participate in the growth potential of the combined company [3] Market Reach and Growth Opportunities - The merger is positioned to capitalize on the increasing demand for resilient, cost-effective, low-carbon energy infrastructure, supported by favorable long-term trends [6] - Zeo's financing arm has provided over $44 million in clean energy tax equity financing, which can support future projects [6]

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 primary sellers retained 83.8% ownership of the company immediately following the Business Combination, ensuring no change in control[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 decreased from $49.8 million in 2023 to $34.4 million in 2024, resulting in a gross margin increase from 45.4% to 47.0%[378]. - Adjusted EBITDA decreased from $6.98 million in 2023 to $1.96 million in 2024, with the adjusted EBITDA margin dropping from 6.4% to 2.7%[378]. - Contribution profit decreased from $19.7 million in 2023 to $14.6 million in 2024, with the contribution margin increasing from 18.0% to 19.9%[378]. - 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]. - General and administrative expenses increased by $8.7 million, from $12.9 million in 2023 to $21.6 million in 2024, primarily due to stock compensation expenses[404]. - Sales and marketing expenses decreased by $10.7 million, from $30.3 million in 2023 to $19.6 million in 2024, attributed to reduced commissions from lower revenue[403]. - Total revenue for 2024 was $73.2 million, down from $109.7 million in 2023, reflecting a decline in overall sales[419]. Cash Flow and Financial Position - 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 provided by financing activities was approximately $13.7 million in 2024, a significant increase of $18.9 million compared to a net cash used of $5.2 million in 2023[414]. - The company incurred approximately $7.4 million in net cash used in investing activities in 2024, compared to $1.0 million in 2023, primarily due to asset purchases[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 financing 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 expand its roofing business alongside solar installations to improve processing times and customer financing options[385]. - Revenues from lease arrangements accounted for 64% of sales in 2024, up from 21% in 2023, indicating a significant shift in customer financing preferences[412]. Operational Developments - The company has built a scalable regional operating platform to support rapid sales and installation growth through a multi-channel marketing approach[356]. - 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]. - 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].

Financial Performance - Total revenue for 2024 was $73.2 million, a 33.2% decrease from $109.7 million in 2023 due to higher interest rates impacting 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 prior year[12][15] - 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] - The company reported a net loss of $9.9 million in 2024, compared to net income of $4.8 million in 2023, primarily due to stock compensation and increased costs[12] - In Q4 2024, total revenue was $18.6 million, an 18.9% decrease from $23.0 million in Q4 2023, again attributed to 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, mainly due to a significant change in depreciation and amortization[12][15] - Total revenue for the year ended December 31, 2024, was $73,244,083, a decrease of 33.3% 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] - The company reported a basic and diluted net loss per common unit of $(0.48) for the year ended December 31, 2024[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 29.6%[24] - Total assets increased to $60,976,116 as of December 31, 2024, up from $48,086,119 in 2023, reflecting a growth of 26.8%[20] - Total liabilities rose to $18,063,424 as of December 31, 2024, compared to $17,463,600 in 2023, an increase of 3.4%[20] - Cash flows used in operating activities for the year ended December 31, 2024, were $(8,716,717), compared to $11,977,134 in 2023[24] Operating Expenses and Investments - Operating expenses for the year ended December 31, 2024, totaled $84,073,855, down from $104,551,674 in 2023, a decrease of 19.6%[22] - The company made a significant investment of $3,000,000 in a related party during the year ended December 31, 2024[24] Related Party Revenue - Related party revenue for the year ended December 31, 2024, was $22,156,018, an increase of 43.3% from $15,464,852 in 2023[22] Non-Cash Transactions - 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] Strategic Initiatives - The company completed the integration of Lumio's assets acquired in November 2024, as part of its market expansion strategy[6] - Zeo 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] - The company achieved its sixth consecutive year of positive adjusted EBITDA, indicating a focus on operational efficiency[6] - Management expressed optimism for 2025, highlighting opportunities for acquiring renewable energy assets in a consolidating market[3]