ADDED
As of March 27, 2026, 33,593,737 shares of Class A Common Stock, par value $0.0001, were issued and outstanding and 24,380,000 shares of Class V Common Stock, par value $0.0001, were issued and outstanding.
FORM 10-K SUMMARY 100 i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Report contains, and our officers and representatives may from time to time make, forward-looking statements within the meaning of the safe harbor provisions of the U.S.
Unless otherwise stated in this Annual Report on Form 10-K (this Report ), references to we, us, our, Company or our Company are to Zeo Energy Corp., a Delaware corporation, and its consolidated subsidiaries.
Zeo or Zeo Energy , we , us , the Company or our Company refers to Zeo Energy Corp., a Delaware corporation.
Risks Related to Zeo s Business The solar energy industry is an emerging market which is constantly evolving and additional demand for solar energy systems may not develop to the size or at the rate expected.
Sales and installation of solar energy systems depends heavily on suitable meteorological and environmental conditions such that, if meteorological or environmental conditions are unexpectedly unfavorable, the electricity production from Zeo s solar service offerings may be below its expectations, and Zeo s ability to timely deploy new systems may be adversely impacted.
Zeo s business has benefited from the declining cost of solar energy and energy storage system components and may be harmed to the extent the cost of such components stabilize or increase in the future.
Zeo s growth depends in part on the success of its relationships with third parties, including its equipment suppliers, contractors and dealers, including dealers who market to customers and bring the resulting solar contracts to it for fulfillment.
Zeo depends on a limited number of suppliers of solar energy system components and technologies to adequately meet demand for its solar energy systems and, due to the limited number of suppliers in Zeo s industry, the acquisition of any of these suppliers by a competitor or any shortage, delay, price change, announcement or imposition of tariffs or duties or other limitation in Zeo s ability to obtain components or technologies Zeo uses could result in sales and installation delays, cancelations and loss of customers.
If Zeo fails to manage its recent and future growth effectively, it may be unable to execute its business plan, maintain high levels of customer service, or adequately address competitive challenges.
REMOVED
As of May 19, 2025, 22,824,845 shares of Class A Common Stock, par value $0.0001, were issued and outstanding and 26,480,000 shares of Class V Common Stock, par value $0.0001, were issued and outstanding.
Prior to the Closing, (i) except as otherwise specified in the Business Combination Agreement, each issued and outstanding Class B ordinary share of ESGEN was converted into one Class A ordinary share of ESGEN (the ESGEN Class A Ordinary Shares and such conversion, the ESGEN Share Conversion ); and (ii) ESGEN was domesticated into the State of Delaware so as to become a Delaware corporation (the Domestication ).
In connection with the Closing, the registrant changed its name from ESGEN Acquisition Corporation to Zeo Energy Corp.
Unless otherwise stated in this Annual Report on Form 10-K (this Report ), or the context otherwise requires, references to: Board refers to the board of directors of the Company; ESGEN refers to ESGEN Acquisition Corporation prior to the Closing; Sunergy refers to Sunergy Renewables, LLC; and we, us, our, Zeo, and the Company refer to Zeo Energy Corp., a Delaware corporation, and its consolidated subsidiaries, including Sunergy (as defined above), following the Closing.
ii CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Report contains, and our officers and representatives may from time to time make, forward-looking statements within the meaning of the safe harbor provisions of the U.S.
Risks Related to Zeo s Business Increases in the cost or reduction in supply of solar energy system and energy storage system components due to tariffs or trade restrictions announced or imposed by the U.S.
Risks Related to Zeo and Ownership of Zeo Securities Sales, or the perception of sales, of a substantial number of our securities in the public market by our existing securityholders could cause the price of our shares of Class A Common Stock and Warrants to fall; Certain existing securityholders purchased, or may purchase, securities in the Company at a price below the current trading price of such securities, and may experience a positive rate of return based on the current trading price.
Its only material asset is its equity interest in OpCo, and Zeo is accordingly dependent upon distributions from OpCo to pay taxes, make payments under the Tax Receivable Agreement and cover its corporate and other overhead expenses; If OpCo were to become a publicly traded partnership taxable as a corporation for U.S.
federal income tax purposes, Zeo and OpCo might be subject to potentially significant tax inefficiencies, and Zeo would not be able to recover payments previously made by it under the Tax Receivable Agreement even if the corresponding tax benefits were subsequently determined to have been unavailable due to such status; and In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits that Zeo realizes in respect of the tax attributes subject to the Tax Receivable Agreement.
Our mission is to expedite the country s transition to renewable energy by offering our customers an affordable and sustainable means of achieving energy independence.