[FORM 10-Q Cover Page](index=1&type=section&id=FORM%2010-Q%20Cover%20Page) This section details ZEO ENERGY CORP.'s Form 10-Q filing, stock exchange listings, and company classifications - ZEO ENERGY CORP. filed a Form 10-Q for the quarterly period ended June 30, 2025[1](index=1&type=chunk) - The company's Class A Common Stock (ZEO) and Warrants (ZEOWW) are registered on The Nasdaq Stock Market LLC[2](index=2&type=chunk) - ZEO ENERGY CORP. is classified as a Non-accelerated filer, Smaller reporting company, and Emerging growth company[3](index=3&type=chunk) Shares Outstanding as of August 12, 2025 | Class | Shares Outstanding | | :------------------ | :----------------- | | Class A Common Stock | 28,352,032 | | Class V Common Stock | 26,480,000 | [TABLE OF CONTENTS](index=3&type=section&id=TABLE%20OF%20CONTENTS) This section outlines the structure and organization of the Form 10-Q report [PART I – FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This part presents the unaudited condensed consolidated financial statements and management's discussion and analysis [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents Zeo Energy Corp.'s unaudited condensed consolidated financial statements and accompanying notes for the specified periods [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section provides a snapshot of the company's financial position at June 30, 2025, and December 31, 2024 Key Balance Sheet Figures | Metric | June 30, 2025 | December 31, 2024 | Change ($) | Change (%) | | :--------------------------------------- | :------------ | :---------------- | :----------- | :--------- | | Total Assets | $46,230,636 | $60,976,116 | $(14,745,480) | (24.2)% | | Total Liabilities | $16,276,304 | $18,063,424 | $(1,787,120) | (9.9)% | | Total Stockholders' Deficit | $(59,446,742) | $(88,912,079) | $29,465,337 | (33.1)% | | Cash and cash equivalents | $68,691 | $5,634,115 | $(5,565,424) | (98.8)% | | Intangibles, net | $- | $7,571,156 | $(7,571,156) | (100.0)% | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This section details the company's financial performance for the three and six months ended June 30, 2025 and 2024 Three Months Ended June 30, 2025 vs. 2024 | Metric | 2025 | 2024 | Change ($) | Change (%) | | :-------------------------------- | :----------- | :----------- | :----------- | :--------- | | Total Revenues | $18,101,930 | $14,796,272 | $3,305,658 | 22.3% | | Loss from Operations | $(2,853,506) | $(2,662,870) | $(190,636) | 7.2% | | Net Loss | $(2,679,464) | $(1,757,319) | $(922,145) | 52.5% | | Loss per Class A Common Share | $(0.11) | $(0.06) | $(0.05) | 83.3% | Six Months Ended June 30, 2025 vs. 2024 | Metric | 2025 | 2024 | Change ($) | Change (%) | | :-------------------------------- | :----------- | :----------- | :----------- | :--------- | | Total Revenues | $26,885,625 | $34,938,428 | $(8,052,803) | (23.0)% | | Loss from Operations | $(16,364,904) | $(6,711,418) | $(9,653,486) | 143.8% | | Net Loss | $(15,998,827) | $(5,864,421) | $(10,134,406) | 172.8% | | Loss per Class A Common Share | $(0.44) | $(0.60) | $0.16 | (26.7)% | | Depreciation and amortization | $8,076,181 | $913,198 | $7,162,983 | 784.4% | | General and administrative | $15,334,050 | $8,742,993 | $6,591,057 | 75.4% | [Condensed Consolidated Statements of Changes in Redeemable Non-Controlling Interests and Stockholders' Deficit](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Redeemable%20Non-Controlling%20Interests%20and%20Stockholders%27%20Deficit) This section outlines changes in redeemable non-controlling interests and stockholders' deficit for the reported periods Stockholders' Deficit | Period | Amount | | :-------------------- | :------------- | | June 30, 2025 | $(59,446,742) | | December 31, 2024 | $(88,912,079) | - Significant changes for the six months ended June 30, 2025, include **$3,215,449** in stock-based compensation, **$19,167,500** from Class A common stock issued in exchange for OpCo class B units, and **$15,999,471** from subsequent measurement of redeemable non-controlling interests[16](index=16&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section presents the cash flow activities from operations, investing, and financing for the six months ended June 30 Cash Flow Summary (Six Months Ended June 30) | Activity | 2025 | 2024 | Change ($) | | :--------------------------------------- | :----------- | :------------ | :----------- | | Net cash used in operating activities | $(4,549,934) | $(12,351,750) | $7,801,816 | | Net cash used in investing activities | $(807,025) | $(330,829) | $(476,196) | | Net cash (used in) provided by financing activities | $(208,465) | $10,002,393 | $(10,210,858) | | Cash and cash equivalents, end of the period | $68,691 | $5,342,120 | $(5,273,429) | [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements [NOTE 1—BASIS OF PRESENTATION AND OTHER INFORMATION](index=11&type=section&id=NOTE%201%E2%80%94BASIS%20OF%20PRESENTATION%20AND%20OTHER%20INFORMATION) This note outlines the basis of financial statement preparation and the adoption or evaluation of new accounting standards - The unaudited condensed consolidated financial statements are prepared in accordance with GAAP for interim financial information and should be read in conjunction with the Form 10-K[24](index=24&type=chunk) - ASU 2023-05 (Business Combinations—Joint Venture Formations) was adopted and did not have a material impact[26](index=26&type=chunk) - ASU 2023-09 (Income Tax Disclosures) and ASU 2024-03 (Expense Disaggregation Disclosures) are currently being evaluated for their impact on future financial statements[27](index=27&type=chunk)[28](index=28&type=chunk) [NOTE 2—DISAGGREGATION OF REVENUES AND SEGMENT REPORTING](index=12&type=section&id=NOTE%202%E2%80%94DISAGGREGATION%20OF%20REVENUES%20AND%20SEGMENT%20REPORTING) This note details the company's revenue breakdown by type and confirms its operation as a single reportable segment Total Net Revenues | Period | 2025 | 2024 | Change ($) | Change (%) | | :-------------------- | :----------- | :----------- | :----------- | :--------- | | Three Months Ended June 30 | $18,101,930 | $14,796,272 | $3,305,658 | 22.3% | | Six Months Ended June 30 | $26,885,625 | $34,938,428 | $(8,052,803) | (23.0)% | Revenue by Type (Six Months Ended June 30) | Revenue Type | 2025 | 2024 | | :-------------------------- | :----------- | :----------- | | Solar system installations, net | $26,064,556 | $33,101,976 | | Roofing installations | $821,069 | $1,676,357 | - The Company operates as a single operating and reportable segment, focused on the sales and installation of solar panel technology to individual households within the United States[32](index=32&type=chunk) [NOTE 3—PROPERTY AND EQUIPMENT](index=13&type=section&id=NOTE%203%E2%80%94PROPERTY%20AND%20EQUIPMENT) This note provides details on the company's property and equipment, including internally-developed software and depreciation expense Property and Equipment, Net | Metric | June 30, 2025 | December 31, 2024 | Change ($) | | :-------------------------- | :------------ | :---------------- | :----------- | | Total property and equipment, net | $2,849,966 | $2,475,963 | $374,003 | | Internally-developed software | $1,795,250 | $988,225 | $807,025 | Depreciation Expense (Six Months Ended June 30) | Year | Amount | | :--- | :------- | | 2025 | $433,022 | | 2024 | $330,946 | [NOTE 4—INTANGIBLE ASSETS](index=13&type=section&id=NOTE%204%E2%80%94INTANGIBLE%20ASSETS) This note details the company's intangible assets and associated amortization expense for the reported periods Intangible Assets, Net | Metric | June 30, 2025 | December 31, 2024 | Change ($) | | :------------------------ | :------------ | :---------------- | :----------- | | Total intangible assets, net | $- | $7,571,156 | $(7,571,156) | Amortization Expense (Six Months Ended June 30) | Year | Amount | | :--- | :----------- | | 2025 | $7,571,156 | | 2024 | $514,017 | [NOTE 5—ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES](index=13&type=section&id=NOTE%205%E2%80%94ACCRUED%20EXPENSES%20AND%20OTHER%20CURRENT%20LIABILITIES) This note provides a breakdown of accrued expenses and other current liabilities, including related party balances Accrued Expenses and Other Current Liabilities | Metric | June 30, 2025 | December 31, 2024 | Change ($) | | :--------------------------------------- | :------------ | :---------------- | :----------- | | Total accrued expenses and other current liabilities | $4,116,182 | $5,181,087 | $(1,064,905) | | Accrued expenses and other current liabilities – related parties | $1,358,427 | $3,359,101 | $(2,000,674) | [NOTE 6—LEASES](index=14&type=section&id=NOTE%206%E2%80%94LEASES) This note details the company's lease obligations, including new operating leases and weighted-average lease terms and discount rates - The Company entered into a new operating lease for office space in Richmond, Virginia, in June 2025, with a 3-year term[37](index=37&type=chunk) Operating Lease Liabilities | Metric | June 30, 2025 | December 31, 2024 | Change ($) | | :-------------------------- | :------------ | :---------------- | :----------- | | Total operating lease liabilities | $1,136,495 | $1,382,814 | $(246,319) | | Weighted-average remaining lease term | 2.11 years | 2.39 years | - | | Weighted-average discount rate | 5.04% | 4.97% | - | - As of June 30, 2025, the weighted-average remaining lease term for all finance leases is **2.78 years** and the weighted average discount rate is **9.76%**[40](index=40&type=chunk) [NOTE 7—DEBT](index=15&type=section&id=NOTE%207%E2%80%94DEBT) This note outlines the company's debt obligations, including vehicle loans and a convertible promissory note with a high effective interest rate - As of June 30, 2025, the weighted-average interest rate on the Company's vehicle loan obligations was **7.63%**, with total long-term debt (net of current portion) of **$337,483**[41](index=41&type=chunk)[42](index=42&type=chunk) - The Company issued a convertible promissory note to LHX Intermediate LLC for up to **$4,000,000**, with **$2.5 million** advanced as of June 30, 2025[43](index=43&type=chunk) - The convertible note is repayable in Class A common stock at **$1.35 per share**, resulting in a computed effective interest rate of **114.8%** as of June 30, 2025[44](index=44&type=chunk) [NOTE 8—FAIR VALUE MEASUREMENTS](index=16&type=section&id=NOTE%208%E2%80%94FAIR%20VALUE%20MEASUREMENTS) This note details the fair value measurement of warrant liabilities and the associated gain on change in fair value Warrant Liabilities (Level 1 Measurement) | Metric | June 30, 2025 | December 31, 2024 | Change ($) | | :--------------------------------------- | :------------ | :---------------- | :----------- | | Warrant liabilities | $881,820 | $1,449,000 | $(567,180) | | Gain on change in fair value of warrant liabilities (six months) | $(567,180) | - | - | [NOTE 9—REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY](index=16&type=section&id=NOTE%209%E2%80%94REDEEMABLE%20NON-CONTROLLING%20INTERESTS%20AND%20EQUITY) This note outlines the company's capital stock structure, changes in equity, and the unrecorded Tax Receivable Agreement liability Capital Stock as of June 30, 2025 | Class | Authorized Shares | Issued Shares | Outstanding Shares | | :-------------------------- | :---------------- | :------------ | :----------------- | | Class A common stock | 300,000,000 | 22,096,464 | 22,096,464 | | Class V common stock | 100,000,000 | 26,480,000 | 26,480,000 | | Class A convertible preferred units | 1,500,000 | 1,500,000 | 1,500,000 | - During the six months ended June 30, 2025, **8,750,000** Class A common shares were issued in exchange for OpCo class B units and corresponding class V common shares[48](index=48&type=chunk) - The total unrecorded Tax Receivable Agreement (TRA) liability is approximately **$18.9 million** as of June 30, 2025[51](index=51&type=chunk) OpCo Class A Preferred Dividends | Period | Amount | | :-------------------- | :------- | | Three Months Ended June 30, 2025 | $422,966 | | Six Months Ended June 30, 2025 | $828,203 | [NOTE 10—STOCK-BASED COMPENSATION](index=18&type=section&id=NOTE%2010%E2%80%94STOCK-BASED%20COMPENSATION) This note details the company's stock-based compensation plans, including the 2024 Omnibus Incentive Equity Plan and various awards - The 2024 Omnibus Incentive Equity Plan was approved on March 6, 2024, reserving **3,220,400 shares**, with an automatic annual increase[54](index=54&type=chunk) - Performance-based executive shares for the CEO are tied to stock price thresholds (**$7.50, $12.50, $15.00**) within three years of the closing date[57](index=57&type=chunk) Equity Compensation Expense (Six Months Ended June 30, 2025) | Award Type | Expense | | :--------------------------------------- | :----------- | | CEO Performance-Based Awards | $1,284,672 | | February 2025 Grants (740k + 250k shares) | $592,920 | | Sun Managers, LLC Management Incentive Plan | $792,750 | | Seasonal Manager Stock Compensation Plan | $545,107 | - As of June 30, 2025, remaining unrecognized compensation expense for various plans totals approximately **$3.05 million**, to be recognized over periods ranging from **0.75 to 2.6 years**[58](index=58&type=chunk)[62](index=62&type=chunk)[69](index=69&type=chunk) [NOTE 11—RELATED PARTY TRANSACTIONS](index=20&type=section&id=NOTE%2011%E2%80%94RELATED%20PARTY%20TRANSACTIONS) This note outlines the company's transactions with related parties, including solar leasing revenue and convertible debt arrangements Related Party Revenue (Solar Leasing) | Period | 2025 | 2024 | | :-------------------- | :----------- | :----------- | | Three Months Ended June 30 | $8,125,483 | $6,997,626 | | Six Months Ended June 30 | $10,692,787 | $15,810,395 | - The Company transferred a **$3,000,000** rebate from Solar Leasing to White Horse Energy (wholly owned by the CEO) in the form of convertible debt, with a principal balance of **$3,000,000** as of June 30, 2025[72](index=72&type=chunk) - Interest income from the related party note receivable was **$75,786** for the six months ended June 30, 2025[72](index=72&type=chunk) - An unrecorded Tax Receivable Agreement (TRA) liability of approximately **$18.9 million** exists as of June 30, 2025[73](index=73&type=chunk) [NOTE 12—NET LOSS PER SHARE](index=21&type=section&id=NOTE%2012%E2%80%94NET%20LOSS%20PER%20SHARE) This note presents the basic and diluted net loss per Class A common share and weighted-average shares outstanding Loss per Class A Common Share – Basic and Diluted | Period | 2025 | 2024 | | :-------------------- | :------- | :------- | | Three Months Ended June 30 | $(0.11) | $(0.06) | | Six Months Ended June 30 | $(0.44) | $(0.60) | Weighted-Average Class A Common Shares Outstanding – Basic and Diluted | Period | 2025 | 2024 | | :-------------------- | :----------- | :----------- | | Three Months Ended June 30 | 22,096,464 | 5,026,964 | | Six Months Ended June 30 | 19,983,013 | 3,010,654 | - **43,221,852** potential common share equivalents were excluded from diluted loss per share calculations as of June 30, 2025, due to their anti-dilutive effect[74](index=74&type=chunk) [NOTE 13—INCOME TAXES](index=22&type=section&id=NOTE%2013%E2%80%94INCOME%20TAXES) This note details the effective tax rate, deferred tax assets and liabilities, and the valuation allowance recorded Effective Tax Rate (ETR) from Continuing Operations | Period | ETR | | :--------------------------------------- | :-------- | | Three Months Ended June 30, 2025 | 8.5% benefit on loss | | Six Months Ended June 30, 2025 | 2.2% expense on loss | Net Deferred Tax Assets and Liabilities | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :---------------- | | Net deferred tax asset | $- | $661,904 | | Net deferred tax assets and liabilities | $- | $238,491 | - A valuation allowance was recorded on deferred tax assets as their realization is not more likely than not[76](index=76&type=chunk) [NOTE 14—SUBSEQUENT EVENTS](index=22&type=section&id=NOTE%2014%E2%80%94SUBSEQUENT%20EVENTS) This note discloses significant events occurring after the reporting period, including debt conversion, new legislation, and a merger - On July 1, 2025, approximately **$2.55 million** of outstanding accounts payable was converted into an **18%** annual interest note payable[78](index=78&type=chunk) - The One Big Beautiful Bill Act of 2025 (OBBBA) was signed into law on July 4, 2025, and is not expected to materially impact the 2025 effective tax rate[79](index=79&type=chunk) - The merger with Heliogen, Inc. was completed on August 8, 2025, making Heliogen a direct, wholly-owned subsidiary of Zeo Energy[80](index=80&type=chunk) [Item 2. 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 provides management's perspective on Zeo Energy Corp.'s financial condition, results of operations, and key influencing factors [Cautionary Note Regarding Forward-Looking Statements](index=23&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This note advises that the report contains forward-looking statements subject to risks and uncertainties, with no obligation to update - The report contains forward-looking statements that involve known and unknown risks, uncertainties, and assumptions, and the company disclaims any obligation to update them[82](index=82&type=chunk) [Overview](index=23&type=section&id=Overview) This section describes Zeo Energy Corp.'s business model, product offerings, operational regions, and customer financing methods - Zeo Energy Corp. is a vertically integrated company offering sales, design, procurement, installation, and maintenance of residential solar energy systems, with a mission to expedite the transition to renewable energy[83](index=83&type=chunk) - The company also sells and installs roofing, insulation, energy-efficient appliances, and battery storage systems[86](index=86&type=chunk) - Operations are primarily in Florida, Texas, Arkansas, Missouri, Ohio, and Illinois, with an expanding customer base in California, Colorado, Minnesota, Utah, and Virginia[83](index=83&type=chunk) - The business model is capital-light, utilizing approximately **280 sales agents** and **12 independent sales dealers**, with most equipment drop-shipped to installation sites[86](index=86&type=chunk) - Most customers finance purchases through third-party long-term lenders or leasing products[87](index=87&type=chunk) [Recent Developments](index=24&type=section&id=Recent%20Developments) This section highlights significant recent events, including the acquisition of Heliogen, Inc [Heliogen Acquisition](index=24&type=section&id=Heliogen%20Acquisition) This section details the merger agreement and completion of the Heliogen, Inc. acquisition, including share exchange terms - On May 28, 2025, the Company entered into a Merger Agreement to acquire Heliogen, Inc., with the mergers completed on August 8, 2025[89](index=89&type=chunk) - Heliogen common stockholders received **0.9591 shares** of Zeo Class A Common Stock for each share of Heliogen Common Stock[91](index=91&type=chunk) - All Heliogen RSUs were automatically accelerated and fully vested, while Heliogen Options and Commercial Warrants were cancelled without payment due to exercise prices being at or above the purchase price[93](index=93&type=chunk)[94](index=94&type=chunk)[96](index=96&type=chunk) [Key Operating and Financial Metrics and Outlook](index=25&type=section&id=Key%20Operating%20and%20Financial%20Metrics%20and%20Outlook) This section presents key operating and financial metrics for the reported periods and discusses their use in performance evaluation Key Operating and Financial Metrics (Three Months Ended June 30) | Metric | 2025 | 2024 | | :------------------ | :----------- | :----------- | | Revenue, net | $18,101,930 | $14,796,272 | | Gross profit | $10,603,679 | $7,573,890 | | Gross margin | 58.6% | 51.2% | | Contribution profit | $2,741,929 | $3,165,365 | | Contribution margin | 15.1% | 21.4% | | Loss from operations | $(2,853,506) | $(2,662,870) | | Net loss | $(2,679,464) | $(1,757,319) | | Adjusted EBITDA | $1,400,148 | $775,737 | | Adjusted EBITDA margin | 7.7% | 5.2% | Key Operating and Financial Metrics (Six Months Ended June 30) | Metric | 2025 | 2024 | | :------------------ | :----------- | :----------- | | Revenue, net | $26,885,625 | $34,938,428 | | Gross profit | $14,378,437 | $13,589,677 | | Gross margin | 53.5% | 38.9% | | Contribution profit | $(34,390) | $5,237,435 | | Contribution margin | (0.1)% | 15.0% | | Loss from operations | $(16,364,904) | $(6,711,418) | | Net loss | $(15,998,827) | $(5,864,421) | | Adjusted EBITDA | $(4,953,383) | $(199,531) | | Adjusted EBITDA margin | (18.4)% | (0.6)% | - The company uses non-GAAP measures like Contribution Profit and Adjusted EBITDA to evaluate financial performance, efficiency, pricing strategy, and resource allocation[100](index=100&type=chunk)[101](index=101&type=chunk) [Key Factors that May Influence Future Results of Operations](index=26&type=section&id=Key%20Factors%20that%20May%20Influence%20Future%20Results%20of%20Operations) This section discusses factors impacting future financial performance, including market expansion, product offerings, and economic pressures - Future revenue growth is dependent on expanding product offerings and services into new residential markets, particularly underserved areas with favorable incentives and net metering policies[103](index=103&type=chunk) - Plans include expanding the roofing business to facilitate solar installations and offering more financing options, such as leasing[104](index=104&type=chunk) - The company intends to increase its in-house sales force and external sales dealers to target new customers in Southern U.S. regional residential markets[105](index=105&type=chunk) - Inflationary pressures are increasing costs for labor, raw materials, and components, along with supply chain constraints and trade tariffs, which may pressure operating margins[106](index=106&type=chunk) - Higher interest rates have led more homeowners to opt for lease contracts over conventional loans, impacting the competitive advantage of financed solar power[107](index=107&type=chunk) - Reliance on contract manufacturers and suppliers means delays or price increases in raw materials could adversely impact cash flows and results of operations[108](index=108&type=chunk) [Components of Condensed Consolidated Statements of Operations](index=27&type=section&id=Components%20of%20Condensed%20Consolidated%20Statements%20of%20Operations) This section defines the primary components of the statements of operations, including revenue, cost of goods sold, and operating expenses - Primary revenue source is residential solar system sales, recognized upon installation inspection, net of financing fees[109](index=109&type=chunk) - Cost of goods sold includes product costs, installation labor, and permitting, and decreased due to lower revenues and the impact of higher interest rates on consumer financing[112](index=112&type=chunk)[113](index=113&type=chunk) - Operating expenses consist of sales and marketing (including commissions, advertising) and general and administrative (including personnel, professional services, software, facilities costs)[115](index=115&type=chunk)[116](index=116&type=chunk)[117](index=117&type=chunk) - Depreciation and amortization primarily relate to vehicles, furniture, internally developed software, and acquired intangibles[118](index=118&type=chunk) [Results of Operations](index=28&type=section&id=Results%20of%20Operations) This section provides a detailed comparative analysis of the company's financial performance for the reported periods [Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024](index=28&type=section&id=Three%20Months%20Ended%20June%2030%2C%202025%20Compared%20to%20Three%20Months%20Ended%20June%2030%2C%202024) This section analyzes the financial performance for the three-month period, highlighting changes in revenue, costs, and expenses - Revenue, net increased by **$3.3 million (22.3%)** to **$18.1 million**, primarily due to an increase in revenues with a related-party third-party operator[119](index=119&type=chunk)[120](index=120&type=chunk) - Cost of goods sold increased by **$0.2 million (3.2%)** but declined as a percentage of revenue from **47.7% to 40.2%** due to an increase in the average selling price of contracts[119](index=119&type=chunk)[121](index=121&type=chunk) - Depreciation and amortization increased significantly by **$2.7 million (599.9%)** to **$3.2 million**, mainly due to amortization of acquired contracts from the Lumio Asset Purchase Agreement[119](index=119&type=chunk)[122](index=122&type=chunk) - Sales and marketing expenses increased by **$1.2 million (27.3%)** due to efforts to expand year-round sales through digital lead generation[119](index=119&type=chunk)[124](index=124&type=chunk) - General and administrative expenses decreased by **$0.7 million (11.6%)** due to a **$1.5 million** decrease in stock compensation and a **$0.6 million** decrease in bad debt expense, partially offset by increased payroll and public company expenses[119](index=119&type=chunk)[123](index=123&type=chunk) - Other income (expense), net decreased by **$0.84 million**, shifting from income to expense, primarily due to a gain on fair value of warrant liabilities in the prior period[119](index=119&type=chunk)[125](index=125&type=chunk) [Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024](index=29&type=section&id=Six%20Months%20Ended%20June%2030%2C%202025%20Compared%20to%20Six%20Months%20Ended%20June%2030%2C%202024) This section analyzes the financial performance for the six-month period, detailing changes in revenue, costs, and operating expenses - Revenue, net decreased by **$8.0 million (23.0%)** to **$26.9 million**, primarily due to a decrease in deferred revenue recognized in Q1 2025 compared to Q1 2024[126](index=126&type=chunk)[127](index=127&type=chunk) - Cost of goods sold decreased by **$8.9 million (42.2%)**, improving as a percentage of revenue from **60.2% to 45.2%**, mainly due to the impact of deferred revenue costs in 2023 being deferred to 2024, with no similar costs in 2025[126](index=126&type=chunk)[128](index=128&type=chunk) - Depreciation and amortization increased by **$7.2 million (784.4%)** to **$8.1 million**, primarily due to increased amortization of acquired contracts from the Lumio Asset Purchase Agreement[126](index=126&type=chunk)[129](index=129&type=chunk) - General and administrative expenses increased by **$6.6 million (75.4%)** to **$15.3 million**, driven by higher payroll costs, stock compensation, professional fees related to being a public company, and a **$3.2 million** bad debt reserve[126](index=126&type=chunk)[130](index=130&type=chunk) - Sales and marketing expenses decreased by **$3.2 million (29.2%)** due to a **$2.5 million** reduction in stock compensation expense and lower commissions from decreased revenue[126](index=126&type=chunk)[131](index=131&type=chunk) - Other income, net increased by **$46,792 (7.1%)**, influenced by a decrease in the gain on fair value of warrant liabilities and a decrease in interest expense[126](index=126&type=chunk)[132](index=132&type=chunk) [Liquidity and Capital Resources](index=30&type=section&id=Liquidity%20and%20Capital%20Resources) This section assesses the company's cash position, cash flow activities, and future capital requirements Cash and Cash Equivalents | Period | Amount | | :-------------------- | :----------- | | June 30, 2025 | $68,691 | | December 31, 2024 | $5,634,115 | - Net cash used in operating activities decreased by **$7.8 million** to **$(4.5) million** for the six months ended June 30, 2025, primarily due to positive cash flows from accounts receivable, prepaids, accounts payable, and contract liabilities, offset by increased net loss and lower stock compensation[139](index=139&type=chunk)[140](index=140&type=chunk) - Net cash used in investing activities increased to **$(0.8) million** for the six months ended June 30, 2025, mainly due to purchases of property and equipment[139](index=139&type=chunk)[141](index=141&type=chunk) - Net cash (used in) provided by financing activities shifted from **$10.0 million** provided in 2024 to **$(0.2) million** used in 2025, primarily due to cash acquired from the business combination in 2024 not recurring[139](index=139&type=chunk)[142](index=142&type=chunk) - The proceeds from the Heliogen business combination are expected to meet business needs for the next twelve months, but additional debt or equity financing may be required for future growth[137](index=137&type=chunk) - Current indebtedness includes approximately **$2.5 million** in trade-credit with solar equipment distributors and **$0.6 million** in debt on service trucks and vehicles[143](index=143&type=chunk) [Non-GAAP Financial Measures](index=31&type=section&id=Non-GAAP%20Financial%20Measures) This section defines and reconciles non-GAAP financial measures used by management to evaluate performance [Contribution Profit and Contribution Margin](index=32&type=section&id=Contribution%20Profit%20and%20Contribution%20Margin) This section defines contribution profit and margin, explaining their use in evaluating financial performance and resource allocation - Contribution profit is defined as revenue, net less direct costs of revenue, commissions expense, and depreciation and amortization; contribution margin is the ratio of contribution profit to revenue, net[147](index=147&type=chunk) - These metrics are used by management to understand financial performance, efficiency, evaluate pricing strategy, and allocate resources[147](index=147&type=chunk) Contribution Profit and Margin (Six Months Ended June 30) | Metric | 2025 | 2024 | | :------------------ | :----------- | :----------- | | Total Contribution profit | $(34,390) | $5,237,435 | | Contribution margin | (0.1)% | 15.0% | [Adjusted EBITDA](index=33&type=section&id=Adjusted%20EBITDA) This section defines Adjusted EBITDA and its use as an internal performance measure for comparative analysis - Adjusted EBITDA is defined as net income (loss) before interest, taxes, depreciation, amortization, other income/expenses, and stock compensation, adjusted to exclude merger and acquisition expenses[149](index=149&type=chunk) - It is used as an internal performance measure to allow for a more relevant comparison of results to other companies by excluding non-cash and non-recurring charges[149](index=149&type=chunk) Adjusted EBITDA and Margin (Six Months Ended June 30) | Metric | 2025 | 2024 | | :------------------ | :----------- | :----------- | | Adjusted EBITDA | $(4,953,383) | $(199,531) | | Adjusted EBITDA margin | (18.4)% | (0.6)% | [Critical Accounting Estimates](index=33&type=section&id=Critical%20Accounting%20Estimates) This section confirms no material changes to critical accounting policies and estimates since the prior annual report - There have been no material changes to critical accounting policies and estimates since the Annual Report on Form 10-K for the year ended December 31, 2024[150](index=150&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, Zeo Energy Corp. is not required to provide quantitative and qualitative disclosures about market risk [Item 4. Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were ineffective due to material weaknesses, though financial statements are fairly presented - Disclosure controls and procedures were not effective as of June 30, 2025, due to material weaknesses that are still being remediated[152](index=152&type=chunk) - Management believes the condensed consolidated financial statements fairly represent the company's financial condition, results of operations, and cash flows[152](index=152&type=chunk) - No changes in internal control over financial reporting materially affected or are reasonably likely to materially affect internal control over financial reporting during the period[154](index=154&type=chunk) [PART II – OTHER INFORMATION](index=34&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This part includes disclosures on legal proceedings, risk factors, equity sales, defaults, and other relevant information [Item 1. Legal Proceedings](index=34&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings - No legal proceedings were reported[156](index=156&type=chunk) [Item 1A. Risk Factors](index=34&type=section&id=Item%201A.%20Risk%20Factors) This section references the Annual Report for risk factors and highlights new risks related to the Heliogen acquisition and integration - Substantial costs incurred in connection with the Heliogen Mergers could adversely affect financial condition and results of operations[160](index=160&type=chunk) - Inability to effectively manage and integrate Heliogen's business could harm the company's reputation and operating results[162](index=162&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=35&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities or use of proceeds - No unregistered sales of equity securities or use of proceeds were reported[163](index=163&type=chunk) [Item 3. Defaults Upon Senior Securities](index=35&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - No defaults upon senior securities were reported[164](index=164&type=chunk) [Item 4. Mine Safety Disclosures](index=35&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Mine Safety Disclosures are not applicable to the company[165](index=165&type=chunk) [Item 5. Other Information](index=35&type=section&id=Item%205.%20Other%20Information) No directors or officers adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarterly period ended June 30, 2025 - No directors or officers adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter[166](index=166&type=chunk) [Item 6. Exhibits](index=36&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of, or incorporated by reference into, the Form 10-Q, including key agreements, corporate documents, and certifications - Key exhibits include the Agreement and Plan of Merger and Reorganization (Heliogen), Certificate of Incorporation, Bylaws, and certifications from the Principal Executive Officer and Principal Financial Officer[168](index=168&type=chunk) [SIGNATURES](index=37&type=section&id=SIGNATURES) This section contains the official signatures of the company's executive and financial officers, certifying the report - The report was signed by Timothy Bridgewater, Chief Executive Officer, and Cannon Holbrook, Chief Financial Officer, on August 12, 2025[173](index=173&type=chunk)

Zeotech (ZEO) Update Summary Company Overview - **Company**: Zeotech (ZEO) - **Industry**: Mining and Materials, specifically focusing on kaolin production Key Points from the Call DSO Offtake Agreement - Zeotech announced a significant DSO offtake agreement with MSI, projected to generate approximately **$200 million** in revenue over the first five years [3][31] - The agreement is legally binding and includes fixed price, terms, conditions, and volumes [5][6] - Expected EBITDA from this agreement is estimated to be between **$10 million to $12 million** annually starting early next year [4][8] - The capital expenditure required to initiate this business is around **$7 million**, which is relatively low compared to the expected revenue [8][14] Business Model and Synergies - The DSO agreement is not the core business but will support the main project, Auspolz, by providing necessary funding for capital expenditures and road improvements [9][12] - The DSO material is unique due to its high purity and does not require refining, making it competitive against other products [22][23] - The DSO includes two types of material: low iron DSO (150,000 tons/year) and a higher value cosmetic grade (starting at 10,000 tons/year) [15][16] Operational Logistics - The Tundurin deposit is located approximately **200 km** from Thunderbird Port, with transportation costs around **$40 per ton** [27] - Bundaberg Port has recently invested over **$20 million** in bulk minerals loading systems, which will facilitate the shipping process [28] Future Plans and Auspolz Project - Zeotech is moving into the definitive feasibility study phase for the Auspolz project, with positive feedback from various concrete companies on its applications [34][35] - A significant concrete pour demonstration is planned, involving about **90 cubic meters** of concrete, to showcase Auspolz's performance [36][37] - The Auspolz project has the potential to significantly reduce carbon emissions, aligning with government decarbonization goals [40][41] Market Opportunities - There is strong interest from both domestic and international markets for Auspolz, with potential orders already in place [52][54] - The company is exploring offshore opportunities while maintaining a focus on the Australian market [52][53] Regulatory and Community Support - Zeotech has a fully granted mining lease and is working on final permits for road upgrades, with local council support for job creation [56][59] - The project is expected to create approximately **140 new regional jobs** [58] Conclusion - Zeotech has successfully secured a major offtake agreement, positioning itself for strong revenue growth and operational success in the near future. The company is focused on advancing its core business, Auspolz, while leveraging the DSO agreement to enhance its financial and operational capabilities [61][62]

Core Viewpoint - Zeo Energy Corp. has successfully completed the acquisition of Heliogen, Inc., enhancing its capabilities in clean energy technology solutions [1][4]. Group 1: Acquisition Details - The acquisition of Heliogen was executed entirely through shares of Zeo Energy's Class A common stock, with Zeo receiving approximately $13.6 million in net cash from Heliogen at closing [4][6]. - Heliogen has ceased trading on the OTCQX as it has become a subsidiary of Zeo Energy as of August 8, 2025 [6]. Group 2: Strategic Plans - Zeo Energy intends to utilize Heliogen's technology, brand, and expertise to create a division focused on long-duration energy generation and storage, particularly for commercial and industrial applications, including AI and cloud computing data centers [2][3]. - The acquisition is expected to establish a comprehensive clean energy platform that spans residential, commercial, and utility-scale markets, supported by Zeo's internal financing capabilities and domain expertise [2][3]. Group 3: Company Background - Zeo Energy is a Florida-based provider of residential solar and energy efficiency solutions, focusing on high-growth markets with limited competition [8]. - Heliogen specializes in renewable energy technology, offering cost-effective, low-carbon energy production solutions by integrating solar technologies with thermal systems and storage expertise [9].

Zeotech (ZEO) Conference Summary Company Overview - **Company**: Zeotech (ZEO) - **Industry**: Concrete and construction materials - **Project**: Auspos project aimed at decarbonizing the concrete industry Key Points and Arguments 1. **Market Opportunity**: Concrete is the second most widely used material globally, with approximately three tons per person, presenting a significant opportunity for innovation in production methods [4][10] 2. **Product Introduction**: Auspos is a high reactivity meta choline that can replace up to 50% of cement in concrete, enhancing performance while significantly reducing carbon emissions [9][10] 3. **Environmental Impact**: The use of Auspos can lead to an 80% reduction in carbon emissions compared to traditional cement, with the potential to eliminate 230,000 tons of carbon annually from one production train [10][39] 4. **Production Capacity**: Initial plans include a nameplate capacity of 300,000 tons per year, with potential to double this with additional production trains [12][13] 5. **Financial Metrics**: The project is projected to generate approximately $1 billion in after-tax cash flow over a 20-year mine life, with an EBITDA of $1.6 billion and an NPV exceeding $400 million [15] 6. **Job Creation**: The project is expected to create around 140 new jobs in the regional area [15] 7. **Resource Availability**: Zeotech has a mining lease for 20 million tons of material, with only 5% of total land holdings explored, indicating a long-term supply capability [26][28] 8. **Simplicity in Processing**: The production process is straightforward, requiring no refining, which minimizes costs and carbon footprint compared to traditional methods [21][23] 9. **Market Demand**: There is a significant demand for decarbonization in the concrete industry, driven by government regulations and the need to reduce carbon emissions [35][36] 10. **Strategic Partnerships**: Zeotech has signed an MOU with Holcim, a major player in the building products industry, indicating strong interest and potential for collaboration [38] Additional Important Information - **Location**: The production site is planned near the Port of Bundaberg, which is advantageous for logistics and accessibility [19][20] - **Future Plans**: The company is currently working on a Definitive Feasibility Study (DFS) and aims to start shipping Direct Shipping Ore (DSO) by Q1 next year, with full production of Auspos expected by 2029 [43] - **Government Interest**: The project aligns with government initiatives to reduce carbon emissions, potentially opening avenues for funding and support [40] This summary encapsulates the critical insights from the Zeotech conference, highlighting the company's innovative approach to revolutionizing concrete production while addressing environmental concerns.

Project Overview - The AusPozz Project focuses on producing High-Reactivity Metakaolin (HRM) from high-purity kaolin for low-carbon, high-performance concrete[15, 16] - AusPozz can replace up to 40% of Ordinary Portland Cement (OPC) in concrete, significantly reducing the carbon footprint[19] - Life Cycle Analysis indicates that AusPozz has an embodied carbon value approximately 79% less than cement binder[19] Financial Highlights - The Preliminary Feasibility Study (PFS) shows a robust after-tax NPV of $406 million and an IRR of 42% over a 20-year Life of Mine (LOM)[26] - The project anticipates after-tax cash flow of $1.01 billion and EBITDA of $1.60 billion over the 20-year project life[27] - Initial capital expenditure is approximately $95 million, reduced by early cash flows from Direct Shipping Ore (DSO) kaolin operations[28, 32] Production and Operations - The project targets a nameplate production of 300,000 tonnes per annum (tpa) of AusPozz from Train 1, with potential for Train 2 expansion to double capacity[27, 49] - A production target of 151,000 tpa of Kaolin DSO is set for export markets[27] - The Toondoon Kaolin Project has a JORC resource of 10.9 million tonnes (Measured 4.03Mt, Indicated 6.84Mt) within 5% of the tenement footprint, supporting the 20-year LOM[46] Market and Commercial Opportunities - The project aims to address the cement production industry, which accounts for 8% of global CO2 emissions[55] - The application of nameplate annual AusPozz production could avoid an estimated 229,800 tonnes of CO₂-e emissions per year[57] - A Memorandum of Understanding (MOU) is in place with Jiangsu Mineral Sources International Trading Co (MSI) for potential offtake of low-iron kaolin (800,000 tonnes), pink cosmetic grade kaolin (150,000 tonnes), and bauxitic clay (1,500,000 tonnes) over a 5-year term[51]

Core Viewpoint - Zeo Energy Corp. has been included in the Russell Microcap Index, marking a significant milestone for the company as it continues to enhance its operational capabilities and expand through acquisitions [1][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 [5]. - The company aims to help customers reduce energy bills and promote sustainability through its vertically integrated offerings [5]. Index Inclusion Details - The Russell Microcap Index includes the 4,000 largest US stocks ranked by market capitalization, and membership lasts for one year [2]. - Inclusion in the Russell Microcap Index provides automatic inclusion in relevant growth and value style indexes, which are widely utilized by investment managers and institutional investors [2][3]. Market Impact - Russell indexes serve as benchmarks for approximately $10.6 trillion in assets as of June 2024, indicating the significance of Zeo's inclusion for attracting broader investment community attention [3].

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].

Merger and Business Combination - The company has entered into a Merger Agreement with Heliogen, Inc., which includes a two-step merger process with a total merger consideration of $10.0 million[191]. - The Exchange Ratio for the merger is based on Heliogen's fully diluted share count of 6,616,949 and the Parent Stock Price of $1.5859[193]. - The business combination with ESGEN Acquisition Corp. was completed on March 13, 2024, resulting in the name change to Zeo Energy Corp.[196]. - The completion of the merger is subject to customary closing conditions, including shareholder approval and regulatory compliance[195]. - The shares of Zeo Energy Class A Common Stock to be issued in connection with the mergers will be listed on the Nasdaq Stock Market LLC[194]. - The Business Combination resulted in a total issuance of 1,500,000 Convertible OpCo Preferred Units and an equal number of shares of Class V Common Stock for an aggregate consideration of $15,000,000[201]. - Following the Business Combination, the Sellers now own 83.8% of the equity of the Company, down from 98% prior to the transaction[207]. Financial Performance - For the three months ended March 31, 2025, net revenue 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, from $20.1 million in Q1 2024 to $8.8 million in Q1 2025, representing a decline of 56.4%[234]. - Cost of goods sold decreased by $9.2 million, improving as a percentage of revenue from 69.3% in Q1 2024 to 58.1% in Q1 2025[236]. - 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]. - Net loss before taxes increased to $12.8 million in Q1 2025 from $4.2 million in Q1 2024, a rise of 203.1%[234]. - Adjusted EBITDA for Q1 2025 was $(6.4) million compared to $(0.5) million in Q1 2024, reflecting a significant decline in operational performance[256]. - Contribution profit for Q1 2025 was $(2.8) million, compared to $2.1 million in Q1 2024, indicating a decline in profitability[254]. 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]. - The company offers residential solar energy systems financed through third-party lenders, with most customers requiring minimal or no upfront capital[190]. - The company aims to expedite the transition to renewable energy by providing affordable and sustainable energy solutions[186]. - The Company plans to expand its residential sales into new markets, targeting states like Florida, Texas, Arkansas, Missouri, Illinois, and Ohio[218]. - In 2025, the Company continued its roofing replacements to facilitate solar installations and plans to expand its roofing business in all future markets[219]. - 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]. Challenges and Risks - 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 financing their solar systems, potentially slowing sales[222]. - 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 to approximately $2.3 million in Q1 2025 from $10.2 million in Q1 2024, an increase of $7.9 million[247]. - The company may need to raise additional capital through debt or equity financing if proceeds from the Business Combination are insufficient[244]. Asset Management - The increase in depreciation and amortization was $4.4 million, primarily due to the amortization of acquired contracts from the Lumio Asset Purchase Agreement[237]. - Goodwill is tested for impairment annually, with no impairment recorded for the three months ended March 31, 2025, and 2024[261]. - Intangible assets are subject to amortization on a straight-line basis and are reviewed for impairment whenever events indicate potential recoverability issues[262][263]. - No impairment charges were recorded for intangible assets for the three months ended March 31, 2025, and 2024[263].

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]