Zeo Energy Corp-A 2025年季度报告

FORM 10-Q/AAmendment No. 1 (Mark one)☐QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the quarterly period ended June 30, 2024 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period from ____________ to ____________ Commission File Number: 001-40927 ZEO ENERGY CORP.(Exact name of registrant as specified in its charter) Delaware98-1601409(State or other jurisdiction(IRS Employer 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: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrantwas 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 besubmitted and posted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12months (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 ExchangeAct. 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 extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section13(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 January 22, 2025, the registrant had 14,031,345 shares of Class A common stock, par value $0.0001outstanding, and 35,230,000 shares of Class V common stock, par value $0.0001, outstanding. EXPLANATORY NOTE References throughout this Amendment No. 1 to the Quarterly Report on Form 10-Q to “we,” “us,” the “Company”or “our company” are to Zeo Energy Corp., unless the context otherwise indicates. The Company is filing this Amendment No. 1 (“Amendment No. 1”) to the Quarterly Report on Form 10-Q for thequarterly period ended June 30, 2024, originally filed with the Securities and Exchange Commission (“SEC”) onAugust 19, 2024 (the “Original Filing”) to restate its unaudited condensed consolidated interim financial statementsas of and for the three and six months ended June 30, 2024. During the preparation of the Company’s unaudited condensed consolidated interim financial statements for thethree and nine months ended September 30, 2024, the Company’s management identified the followingmisstatements, to the Company’s financial statements: ●For the three and six months ended June 30, 2024, there were misstatements to revenue, net of financingfees and total revenue, cost of goods sold (exclusive of depreciation and amortization), prepaid installationcosts, contract liabilities and accounts receivable, net for improper cut-off. Adjustments have been made torevenue, net of financing fees, total revenue and cost of goods sold (exclusive of depreciation andamortization) on the statements of operations as well as adjustments to reflect these adjustments in thebalance sheet, statement of changes in redeemable noncontrolling interests and stockholders’ equity andstatement of cash flows. ●For the three and six months ended June 30, 2024 and 2023, cost of goods sold (exclusive of depreciationand amortization) included selling expenses related to commissions earned by the sales team and thirdparty dealers related to obtaining sales orders and contracts. The Company has further determined thatselling expenses should not be included in the cost of goods sold (exclusive of depreciation andamortization) but instead in sales and marketing expense as they do not relate to the direct delivery of the product or service but rather to the acquiring of the customer and sale of the product or service. Thismisstatement has no impact on total operating expenses, (loss) income from operations or net (loss)income. Additionally, this misstatement has no impact on the balance sheets, statements of changes inredeemable noncontrolling interests and stockholders’ equity or statements of cash flows. ●As of June 30, 2024 and December 31, 2023, finance lease asse