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    Amendment: SEC Form 10-Q/A filed by Zeo Energy Corporation

    7/9/25 4:20:50 PM ET
    $ZEO
    Industrial Machinery/Components
    Miscellaneous
    Get the next $ZEO alert in real time by email

     

     

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549

     

    FORM 10-Q/A

    (Amendment No. 1)

     

    (Mark one)

    ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

     

    For the quarterly period ended March 31, 2025

     

    or

     

    ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

     

    For the transition period from ____________ to ____________

     

    Commission File Number: 001-40927

     

    ZEO ENERGY CORP.

    (Exact name of registrant as specified in its charter)

     

    Delaware   98-1601409

    (State or other jurisdiction of
    incorporation or organization)

     

    (IRS Employer

    Identification No.)

     

    7625 Little Rd, Suite 200A, New Port Richey, FL 34654

    (Address of principal executive offices and Zip Code)

     

    (727) 375-9375

    (Registrant’s telephone number, including area code)

     

    Not Applicable

    (Former name or former address, if changed since last report)

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class   Trading Symbol(s)   Name of each exchange on which registered
    Class A Common Stock, par value $0.0001 per share   ZEO   The Nasdaq Stock Market LLC
    Warrants, each exercisable for one share of Class A Common Stock at a price of $11.50, subject to adjustment   ZEOWW   The Nasdaq Stock Market LLC

     

    Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

     

    Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

     

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

     

    Large accelerated filer ☐ Accelerated filer ☐
    Non-accelerated filer ☒ Smaller reporting company ☒
    Emerging growth company ☒    

     

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

    Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

     

    As of July 3, 2025, the registrant had 22,824,845 shares of Class A common stock, par value $0.0001 outstanding, and 26,480,000 shares of Class V common stock, par value $0.0001, outstanding.

     

     

     

     

     

    EXPLANATORY NOTE

     

    ZEO Energy Corp. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to amend the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 (the “Original Filing”), which was originally filed with the U.S. Securities and Exchange Commission (“SEC”) on Jun 16, 2025 (the “Original Filing Date”). The sole purpose of this Amendment is to correct the Exhibits contained in Item 6 of Part II of the Original Filing to (i) correctly identify that Exhibits 31.1 and 31.2, the Company’s Certifications of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, are filed and not furnished, (ii) correctly title Exhibit 31.2 as the Certification of the Principal Financial Officer, (iii) file Exhibits 31.1 and 31.2 as separate exhibits and identify them as such in the Exhibit Table and (iv) file Exhibits 32.1 and 32.2 as separate exhibits and identify them as such in the Exhibit Table.

     

    This Amendment is an exhibit-only filing. Except as described above, no changes have been made to the Original Filing and this Amendment does not modify, amend, or update in any way any of the financial or other information contained in the Original Filing. This Amendment does not reflect events that may have occurred subsequent to the Original Filing Date. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company’s other filings with the SEC.

     

    Pursuant to Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), currently dated certifications are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act under Item 6 of Part II hereof.

     

     

     

    PART II - OTHER INFORMATION

     

    Item 6. Exhibits.

      

    Exhibit

          Incorporated by Reference
    Number   Description   Form   Exhibit   Filing Date
    3.1   Certificate of Incorporation of Zeo Energy Corp.   8-K   3.1   March 20, 2024
    3.2   Bylaws of Zeo Energy Corp.   8-K   3.2   March 20, 2024
    31.1*   Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002            
    31.2*   Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002            
    32.1**   Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002            
    32.2**   Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002            
    101.INS   Inline XBRL Instance Document            
    101.SCH   Inline XBRL Taxonomy Extension Schema Document.            
    101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document.            
    101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document.            
    101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document.            
    101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document.            
    104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).            

     

    * Filed herewith.
    ** Furnished herewith.

     

    1

     

    SIGNATURES

     

    Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

     

      ZEO Energy Corp. 
         
    Date: July 9, 2025   /s/ Timothy Bridgewater
      Name: Timothy Bridgewater
      Title: Chief Executive Officer
         
    Date: July 9, 2025   /s/ Cannon Holbrook
      Name: Cannon Holbrook
      Title: Chief Financial Officer

     

    2

     

    0001865506 true Q1 --12-31 0001865506 2025-01-01 2025-03-31 0001865506 zeo:ClassACommonStockParValue00001PerShareMember 2025-01-01 2025-03-31 0001865506 zeo:WarrantsEachExercisableForOneShareOfClassACommonStockAtAPriceOfElevenPointFiveZeroSubjectToAdjustmentMember 2025-01-01 2025-03-31 0001865506 us-gaap:CommonClassAMember 2025-07-03 0001865506 zeo:ClassVCommonStockMember 2025-07-03 xbrli:shares
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