Zeo Energy Corp-A 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission file number:001-40927 ZEO ENERGY CORP.(Exact name of registrant as specified in its charter) Registrant’s telephone number, including area code:(727)375-9375 Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange 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 submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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 smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reportingcompany☒Emerging growthcompany☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ As of June 28, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market valueof the Class A common stock outstanding, other than shares held by persons who may be deemed affiliates of the registrant, computedby reference to the closing sales price for the Class A common stock on June 28, 2024, as reported on Nasdaq, was approximately$7,350,910(based on the closing sales price of the Class A common stock on June 28, 2024 of $2.15). As of May 19, 2025,22,824,845shares of Class A Common Stock, par value $0.0001, were issued and outstanding and26,480,000shares of Class V Common Stock, par value $0.0001, were issued and outstanding. Documents Incorporated by Reference Not applicable. TABLE OF CONTENTS CERTAIN TERMSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiSUMMARY RISK FACTORSviiiPART I1ITEM 1. BUSINESS1ITEM 1A. RISK FACTORS11ITEM 1B. UNRESOLVED STAFF COMMENTS54ITEM 1C. CYBERSECURITY54ITEM 2. PROPERTIES55ITEM 3. LEGAL PROCEEDINGS55ITEM 4. MINE SAFETY DISCLOSURES55PART II56ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES56ITEM 6. [RESERVED]56ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS56ITEM 8. FINANCIAL STATEMENT AND SUPPLEMENTARY DATA68ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE68ITEM 9A. CONTROLS AND PROCEDURES68ITEM 9B. OTHER INFORMATION70ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS70PART III71ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE71ITEM 11. EXECUTIVE COMPENSATION76ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANDRELATED SHAREHOLDER MATTERS86ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSAC