Zeo Energy Corp. Files 2023 Annual Report on Form 10-K

TL;DR

<b>Zeo Energy Corp. has filed its 2023 annual report (10-K) detailing its financial performance and corporate information.</b>

AI Summary

Zeo Energy Corp. (ZEOWW) filed a Annual Report (10-K) with the SEC on March 25, 2024. Zeo Energy Corp. filed its annual report on Form 10-K for the fiscal year ended December 31, 2023. The company's Class A Common Stock trades on The Nasdaq Stock Market LLC under the symbol ZEO. Warrants, exercisable for one share of Class A Common Stock at $11.50, also trade on Nasdaq under the symbol ZEOWW. Zeo Energy Corp. was formerly known as ESGEN Acquisition Corp. until June 2, 2021. The company is incorporated in Delaware and its principal executive offices are located in New Port Richey, Florida.

Why It Matters

For investors and stakeholders tracking Zeo Energy Corp., this filing contains several important signals. This filing provides a comprehensive overview of Zeo Energy Corp.'s operations and financial standing for the fiscal year 2023, which is crucial for investors to assess the company's performance and future prospects. The report confirms the company's listing on The Nasdaq Stock Market LLC, providing transparency on its publicly traded securities (ZEO and ZEOWW) and their associated trading details.

Risk Assessment

Risk Level: low — Zeo Energy Corp. shows low risk based on this filing. The filing is a standard annual report (10-K) and does not contain immediate, significant financial or operational disclosures that would alter the risk profile beyond what is typical for a publicly traded company.

Analyst Insight

Review the full 10-K filing for detailed financial statements, risk factors, and management discussion to understand Zeo Energy Corp.'s current business condition and outlook.

Key Numbers

• 2023-12-31 — Fiscal Year End (Reported period)
• 2024-03-25 — Filing Date (Date of submission)
• 001-40927 — SEC File Number (Commission file number)
• 11.50 — Warrant Exercise Price (Price for warrants)

Key Players & Entities

• Zeo Energy Corp. (company) — Registrant
• ESGEN Acquisition Corp. (company) — Former company name
• The Nasdaq Stock Market LLC (company) — Exchange where securities are registered
• ZEO (company) — Trading symbol for Class A Common Stock
• ZEOWW (company) — Trading symbol for Warrants
• Delaware (company) — State of incorporation

FAQ

Risk Factors

• General Risk Factors [medium — financial]: The company faces general risks associated with its business operations, financial condition, and the market in which it operates, as detailed in the full report.

Industry Context

Zeo Energy Corp. operates within the electrical machinery, equipment, and supplies sector, specifically focusing on areas related to energy.

Regulatory Implications

The company is subject to the reporting requirements of the Securities Exchange Act of 1934, including the filing of annual reports (Form 10-K).

What Investors Should Do

1. Thoroughly review the 'Risk Factors' section of the 10-K for specific business and financial risks.
2. Analyze the 'Management's Discussion and Analysis of Financial Condition and Results of Operations' for insights into the company's performance drivers.
3. Examine the financial statements and footnotes for a detailed understanding of the company's financial health.

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K.
• 2024-03-25: Filing Date — Date the 10-K was officially filed with the SEC.
• 2021-06-02: Name Change — Date Zeo Energy Corp. was formerly known as ESGEN Acquisition Corp.

Year-Over-Year Comparison

This is the annual report for the fiscal year ended December 31, 2023. Previous filings would provide comparative data for prior periods.

Key Financial Figures

• $0.0001 — stered Class A Common Stock, par value $0.0001 per share ZEO The Nasdaq Stock Market L
• $11 — e of Class A Common Stock at a price of $11.50, subject to adjustment ZEOWW The Nas
• $10.88 — s A ordinary shares on June 30, 2023 of $10.88). As of March 25, 2024, 5,026,964 shar
• $0 — ares of Class A Common Stock, par value $0.0001, were issued and outstanding and 3

Filing Documents

• ea0202264-10k_zeoen.htm (10-K) — 1139KB
• ea020226401ex21-1_zeo.htm (EX-21.1) — 4KB
• ea020226401ex31_zeo.htm (EX-31) — 17KB
• ea020226401ex32_zeo.htm (EX-32) — 6KB
• ea020226401ex97_zeo.htm (EX-97.) — 20KB
• image_001.jpg (GRAPHIC) — 34KB
• 0001213900-24-025586.txt (&nbsp;) — 4713KB
• esac-20231231.xsd (EX-101.SCH) — 46KB
• esac-20231231_cal.xml (EX-101.CAL) — 23KB
• esac-20231231_def.xml (EX-101.DEF) — 223KB
• esac-20231231_lab.xml (EX-101.LAB) — 355KB
• esac-20231231_pre.xml (EX-101.PRE) — 212KB
• ea0202264-10k_zeoen_htm.xml (XML) — 365KB

BUSINESS

ITEM 1. BUSINESS 1

RISK FACTORS

ITEM 1A. RISK FACTORS 9

UNRESOLVED STAFF COMMENTS

ITEM 1B. UNRESOLVED STAFF COMMENTS 47

CYBERSECURITY

ITEM 1C. CYBERSECURITY 47

PROPERTIES

ITEM 2. PROPERTIES 48

LEGAL PROCEEDINGS

ITEM 3. LEGAL PROCEEDINGS 48

MINE SAFETY DISCLOSURES

ITEM 4. MINE SAFETY DISCLOSURES 48 PART II 49

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 49

[RESERVED]

ITEM 6. [RESERVED] 49

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 49

FINANCIAL STATEMENT AND SUPPLEMENTARY DATA

ITEM 8. FINANCIAL STATEMENT AND SUPPLEMENTARY DATA 57

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 57

CONTROLS AND PROCEDURES

ITEM 9A. CONTROLS AND PROCEDURES 57

OTHER INFORMATION

ITEM 9B. OTHER INFORMATION 58

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 58 PART III 59

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 59

EXECUTIVE COMPENSATION

ITEM 11. EXECUTIVE COMPENSATION 63

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS 69

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 71

PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 73 PART IV 74

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES 74

FORM 10–K SUMMARY

ITEM 16. FORM 10–K SUMMARY 74 i EXPLANATORY NOTE On March 13, 2024 (the " Closing Date "), the registrant consummated its previously announced business combination (the " Closing "), pursuant to that certain Business Combination Agreement, dated as of April 19, 2023 (as amended on January 24, 2024, the " Business Combination Agreement "), by and among Zeo Energy Corp., a Delaware corporation (f/k/a ESGEN Acquisition Corporation, a Cayman Islands exempted company), ESGEN OpCo, LLC, a Delaware limited liability company (" OpCo "), Sunergy Renewables, LLC, a Nevada limited liability company (" Sunergy "), the Sunergy equityholders set forth on the signature pages thereto or joined thereto (collectively, " Sellers " and each, a " Seller ", and collectively with Sunergy, the " Sunergy Parties "), for limited purposes, ESGEN LLC, a Delaware limited liability company (the " Sponsor "), and for limited purposes, Timothy Bridgewater, an individual, in his capacity as the Sellers Representative (collectively, the " Business Combination "). 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; "we," "us," "our," "Zeo," and the "Company" refer to Zeo Energy Corp., a Delaware corporat

Forward-looking statements are neither

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking the forward-looking statements include, among others, those factors described under the heading "Risk Factors." Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking laws. You should not take any statement regarding past trends or activities as representation that the trends or activities will continue in the future. Accordingly, you should not put undue reliance on these statements. iii SUMMARY RISK FACTORS The following is a summary of the principal risks described below in Part I, Item 1A "Risk Factors" in this Report. We believe that the risks described in the "Risk Factors" section are material to investors, but other factors not presently known to us or that we currently believe are immaterial may also adversely affect us. The following summary should not

BUSINESS

ITEM 1. BUSINESS. Our Company We were originally incorporated under the name "ESGEN Acquisition Corp." as a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses, which we refer to throughout this Report as our initial business combination. As discussed in this Item 1 to this Annual Report on Form 10-K (this "Report"), we completed our initial business combination with Sunergy Renewables, LLC, a Nevada limited liability company, on March 13, 2024, and changed our name to "Zeo Energy Corp." Mission Our company and personnel are passionate about delivering cost savings and increased independence and reliability to energy consumers. 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. Business Overview Zeo is a vertically integrated provider of residential solar energy systems, other energy efficient equipment and related services currently serving customers in Florida, Texas, Arkansas and Missouri. Sunergy was created through the contribution of Sunergy Solar and Sun First Energy to Zeo (the " Contribution ") on October 1, 2021. Sunergy Solar, formed in 2005, and initially focused on providing heating, ventilation and air conditioning products and services in Florida, later expanded into installing residential solar energy systems sold directly by the company and third-party sales dealerships. Sun First Energy was established in 2019, and, from its formation to the date of the Contribution, it sold residential solar energy systems in Florida that were installed by other companies. Prior to the Contribution, Sunergy Solar and Sun First Energy had collaborated on residential solar energy system installations and shared a commitment to quality, integrity and

View Full Filing

View this 10-K filing on SEC EDGAR