Zeo Energy Corporation(ZEO) - 2025 Q2 - Quarterly Report

FORM 10-Q Cover Page 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] - The company's Class A Common Stock (ZEO) and Warrants (ZEOWW) are registered on The Nasdaq Stock Market LLC[2] - ZEO ENERGY CORP. is classified as a Non-accelerated filer, Smaller reporting company, and Emerging growth company[3] 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 This section outlines the structure and organization of the Form 10-Q report PART I – FINANCIAL INFORMATION This part presents the unaudited condensed consolidated financial statements and management's discussion and analysis Item 1. Financial Statements This section presents Zeo Energy Corp.'s unaudited condensed consolidated financial statements and accompanying notes for the specified periods Condensed Consolidated Balance Sheets 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 | $(7,571,156) | (100.0)% | Condensed Consolidated Statements of Operations This section details the company's financial performance for the three and six months ended June 30, 2025 and 2024 Three Months Ended June 30, 2025 vs. 2024 | Metric | 2025 | 2024 | Change ($) | 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 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 $15,999,471 from subsequent measurement of redeemable non-controlling interests[16] Condensed Consolidated Statements of Cash Flows This section presents the cash flow activities from operations, investing, and financing for the six months ended June 30 Cash Flow Summary (Six Months Ended June 30) | Activity | 2025 | 2024 | Change ($) | | :--------------------------------------- | :----------- | :------------ | :----------- | | 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 | $(5,273,429) | Notes to Condensed Consolidated Financial Statements This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements NOTE 1—BASIS OF PRESENTATION AND OTHER INFORMATION This note outlines the basis of financial statement preparation and the adoption or evaluation of new accounting standards - The unaudited condensed consolidated financial statements are prepared in accordance with GAAP for interim financial information and should be read in conjunction with the Form 10-K[24] - ASU 2023-05 (Business Combinations—Joint Venture Formations) was adopted and did not have a material impact[26] - ASU 2023-09 (Income Tax Disclosures) and ASU 2024-03 (Expense Disaggregation Disclosures) are currently being evaluated for their impact on future financial statements[27][28] NOTE 2—DISAGGREGATION OF REVENUES AND SEGMENT REPORTING This note details the company's revenue breakdown by type and confirms its operation as a single reportable segment Total Net Revenues | Period | 2025 | 2024 | Change ($) | 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 | $1,676,357 | - The Company operates as a single operating and reportable segment, focused on the sales and installation of solar panel technology to individual households within the United States[32] NOTE 3—PROPERTY AND EQUIPMENT This note provides details on the company's property and equipment, including internally-developed software and depreciation expense Property and Equipment, Net | Metric | June 30, 2025 | December 31, 2024 | Change ($) | | :-------------------------- | :------------ | :---------------- | :----------- | | 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 | $330,946 | NOTE 4—INTANGIBLE ASSETS This note details the company's intangible assets and associated amortization expense for the reported periods Intangible Assets, Net | Metric | June 30, 2025 | December 31, 2024 | Change ($) | | :------------------------ | :------------ | :---------------- | :----------- | | Total intangible assets, net | $- | $7,571,156 | $(7,571,156) | Amortization Expense (Six Months Ended June 30) | Year | Amount | | :--- | :----------- | | 2025 | $7,571,156 | | 2024 | $514,017 | NOTE 5—ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES This note provides a breakdown of accrued expenses and other current liabilities, including related party balances Accrued Expenses and Other Current Liabilities | Metric | June 30, 2025 | December 31, 2024 | Change ($) | | :--------------------------------------- | :------------ | :---------------- | :----------- | | 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 | $(2,000,674) | NOTE 6—LEASES This note details the company's lease obligations, including new operating leases and weighted-average lease terms and discount rates - The Company entered into a new operating lease for office space in Richmond, Virginia, in June 2025, with a 3-year term[37] Operating Lease Liabilities | Metric | June 30, 2025 | December 31, 2024 | Change ($) | | :-------------------------- | :------------ | :---------------- | :----------- | | 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] NOTE 7—DEBT 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][42] - 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] - The convertible note is repayable in Class A common stock at $1.35 per share, resulting in a computed effective interest rate of 114.8% as of June 30, 2025[44] NOTE 8—FAIR VALUE MEASUREMENTS This note details the fair value measurement of warrant liabilities and the associated gain on change in fair value Warrant Liabilities (Level 1 Measurement) | Metric | June 30, 2025 | December 31, 2024 | Change ($) | | :--------------------------------------- | :------------ | :---------------- | :----------- | | 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 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] - The total unrecorded Tax Receivable Agreement (TRA) liability is approximately $18.9 million as of June 30, 2025[51] 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 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] - 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] 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][62][69] NOTE 11—RELATED PARTY TRANSACTIONS 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] - Interest income from the related party note receivable was $75,786 for the six months ended June 30, 2025[72] - An unrecorded Tax Receivable Agreement (TRA) liability of approximately $18.9 million exists as of June 30, 2025[73] NOTE 12—NET LOSS PER SHARE 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] NOTE 13—INCOME TAXES 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] NOTE 14—SUBSEQUENT EVENTS 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] - 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] - The merger with Heliogen, Inc. was completed on August 8, 2025, making Heliogen a direct, wholly-owned subsidiary of Zeo Energy[80] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 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 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] 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] - The company also sells and installs roofing, insulation, energy-efficient appliances, and battery storage systems[86] - Operations are primarily in Florida, Texas, Arkansas, Missouri, Ohio, and Illinois, with an expanding customer base in California, Colorado, Minnesota, Utah, and Virginia[83] - 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] - Most customers finance purchases through third-party long-term lenders or leasing products[87] Recent Developments This section highlights significant recent events, including the acquisition of Heliogen, Inc Heliogen Acquisition 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] - Heliogen common stockholders received 0.9591 shares of Zeo Class A Common Stock for each share of Heliogen Common Stock[91] - 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][94][96] Key Operating and Financial Metrics and Outlook 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][101] Key Factors that May Influence Future Results of Operations 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] - Plans include expanding the roofing business to facilitate solar installations and offering more financing options, such as leasing[104] - 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] - 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] - Higher interest rates have led more homeowners to opt for lease contracts over conventional loans, impacting the competitive advantage of financed solar power[107] - Reliance on contract manufacturers and suppliers means delays or price increases in raw materials could adversely impact cash flows and results of operations[108] Components of Condensed Consolidated Statements of Operations 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] - 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][113] - Operating expenses consist of sales and marketing (including commissions, advertising) and general and administrative (including personnel, professional services, software, facilities costs)[115][116][117] - Depreciation and amortization primarily relate to vehicles, furniture, internally developed software, and acquired intangibles[118] Results of Operations 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 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][120] - 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][121] - 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][122] - Sales and marketing expenses increased by $1.2 million (27.3%) due to efforts to expand year-round sales through digital lead generation[119][124] - 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][123] - 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][125] Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024 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][127] - 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][128] - 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][129] - 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][130] - 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][131] - 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][132] Liquidity and Capital Resources 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][140] - 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][141] - 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][142] - 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] - 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] Non-GAAP Financial Measures This section defines and reconciles non-GAAP financial measures used by management to evaluate performance Contribution Profit and Contribution Margin 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] - These metrics are used by management to understand financial performance, efficiency, evaluate pricing strategy, and allocate resources[147] 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 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] - 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] 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 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] Item 3. Quantitative and Qualitative Disclosures about Market Risk 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 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] - Management believes the condensed consolidated financial statements fairly represent the company's financial condition, results of operations, and cash flows[152] - 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] PART II – OTHER INFORMATION This part includes disclosures on legal proceedings, risk factors, equity sales, defaults, and other relevant information Item 1. Legal Proceedings The company reported no legal proceedings - No legal proceedings were reported[156] Item 1A. Risk Factors 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] - Inability to effectively manage and integrate Heliogen's business could harm the company's reputation and operating results[162] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 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] Item 3. Defaults Upon Senior Securities The company reported no defaults upon senior securities - No defaults upon senior securities were reported[164] Item 4. Mine Safety Disclosures This item is not applicable to the company - Mine Safety Disclosures are not applicable to the company[165] Item 5. Other Information 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] Item 6. Exhibits 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] 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]