Zeo Energy Corp. Files 10-Q/A Amendment

TL;DR

Zeo Energy Corp. amended its Q1 2024 10-Q filing.

AI Summary

Zeo Energy Corp. filed an amendment (Amendment No. 1) to its Form 10-Q for the quarterly period ended March 31, 2024. The company, formerly known as ESGEN Acquisition Corp., is incorporated in Delaware and headquartered in Dallas, Texas. This filing is an amendment to their previous quarterly report.

Why It Matters

This filing indicates an update or correction to Zeo Energy Corp.'s financial reporting for the first quarter of 2024, providing potentially new or revised information to investors.

Risk Assessment

Risk Level: low — This is a routine amendment to a quarterly report, not indicating new material adverse events.

Key Numbers

• 001-40927 — Commission File Number (Identifies the specific SEC filing)

Key Players & Entities

• Zeo Energy Corp. (company) — Registrant
• ESGEN Acquisition Corp. (company) — Former company name
• March 31, 2024 (date) — Quarterly period end date
• 001-40927 (other) — Commission File Number
• 20240819 (date) — Filing date

FAQ

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
• $0 — ares of Class V common stock, par value $0.0001, outstanding. EXPLANATORY NOTE
• $361,000 — d increased net income by approximately $361,000 as follows: a) revenue increased by $37
• $376,000, b — 000 as follows: a) revenue increased by $376,000, b) cost of sales increased by $180,000 an
• $180,000 — $376,000, b) cost of sales increased by $180,000 and c) general and administrative expen
• $166,000 — nd administrative expenses decreased by $166,000. Stock-based compensation of approxim
• $505,000 — ock-based compensation of approximately $505,000 relating to an executive had not been r
• $572,000 — e business combination of approximately $572,000 had not been recorded in additional pai
• $144,000 — eduction to Net Income of approximately $144,000. Therefore, on July 29, 2024, the aud

Filing Documents

• ea0211673-10qa1_zeo.htm (10-Q/A) — 1218KB
• ea021167301ex31_zeo.htm (EX-31) — 12KB
• ea021167301ex32_zeo.htm (EX-32) — 4KB
• 0001213900-24-070696.txt ( ) — 7392KB
• zeo-20240331.xsd (EX-101.SCH) — 76KB
• zeo-20240331_cal.xml (EX-101.CAL) — 39KB
• zeo-20240331_def.xml (EX-101.DEF) — 354KB
• zeo-20240331_lab.xml (EX-101.LAB) — 556KB
• zeo-20240331_pre.xml (EX-101.PRE) — 357KB
• ea0211673-10qa1_zeo_htm.xml (XML) — 1038KB

Financial

Item 1. Financial 1 Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023 (as restated) 1 Condensed Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023 (as restated) 2 Condensed Consolidated Statements of Changes in Redeemable Noncontrolling Interest and Stockholders' Equity for the three months ended March 31, 2024 and 2023 (as restated) 3 Condensed 5 Notes to Condensed Financial Statements (as restated) 6 Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations (as restated)

Management's Discussion and Analysis of Financial Condition and Results of Operations (as restated) 30

Quantitative

Item 3. Quantitative and Qualitative Disclosures about Market Risk 39

Control

Item 4. Control and Procedures 39 PART II – OTHER INFORMATION 41

Legal

Item 1. Legal Proceedings 41

Risk

Item 1A. Risk Factors 41

Unregistered

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 41

Defaults

Item 3. Defaults Upon Senior Securities 41

Mine

Item 4. Mine Safety Disclosures 41

Other

Item 5. Other Information 41

Exhibits

Item 6. Exhibits 42

– FINANCIAL

PART I – FINANCIAL INFORMATION

Financial Statements

Item 1. Financial Statements ZEO ENERGY CORP. CONDENSED CONSOLIDATED BALANCE SHEETS As of March 31, As of December 31, 2024 2023 Assets (as restated – See Note 2) (as restated – See Note 2) Current assets Cash and cash equivalents $ 7,731,124 $ 8,022,306 Accounts receivable, including $ 3,089,328 and $ 396,488 from related parties, net of allowance for credit losses of $ 862,580 and $ 2,270,620 , as of March 31, 2024 and December 31, 2023, respectively 7,392,075 2,905,205 Inventories 379,321 350,353 Prepaid installation costs 424,792 4,915,064 Prepaid expenses and other current assets 4,004,532 40,403 Total current assets 19,931,844 16,233,331 Other assets 158,857 62,140 Property, equipment and other fixed assets, net 2,938,703 2,918,320 Operating lease right of use assets 982,951 1,135,668 Intangibles, net 514,020 771,028 Goodwill 27,010,745 27,010,745 Total assets $ 51,537,120 $ 48,131,232 Liabilities, redeemable noncontrolling interests and stockholders' equity (deficit) Current liabilities Accounts payable $ 5,448,483 $ 4,699,855 Accrued expenses and other current liabilities, including $ 267,006 and $ 2,415,966 with related parties at March 31, 2024 and December 31, 2023, respectively 3,897,557 4,646,365 Current portion of long-term debt 412,834 404,871 Current operating lease liabilities 487,348 539,599 Contract liabilities, including $ 106,585 and $ 1,160,848 with related parties as of March 31, 2024 and December 31, 2023, respectively 585,809 5,223,518 Total current liabilities 10,832,031 15,514,208 Non-current operating lease liabilities 529,015 636,414 Other liabilities 1,500,000 - Warrant liabilities 1,656,000 - Long-term debt 1,283,022 1,389,545 Total liabilities 15,800,068 17,540,169 Commitments and contingencies (Note 14) Redeemable noncontrolling interests Convertible preferred units 15,079,167 - Class B units 192,261,000 -

Business

Business Combination On March 13, 2024 (the "Closing Date"), the Company 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 equity holders 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." Upon the Domestication, each then-outstanding ESGEN Class A Ordinary Share was cancelled and converted into one share of Class A common stock of the Company, par value $ 0.0001 per share ("Zeo Class A Common Stock"), and each then-outstanding ESGEN Public Warrant was assumed and converted automatically into a warrant of the registrant, exercisable for one share of Zeo Class A Common Stock. Additionally, each outstanding unit of ESGEN was cancelled and co

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