Item 1A. Risk Factors
Item 1A.
Risk Factors.
The risks
described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 could materially
and adversely affect our business, financial condition, results of operations, cash flows, future prospects, and the trading price of
our Class A common stock. The risks and uncertainties described therein are not the only ones we face. Additional risks and uncertainties
that we are unaware of or that we currently deem immaterial may also become important factors that adversely affect our business.
You should
carefully read and consider such risks, together with all of the other information in our Annual Report on Form 10-K for the year ended
December 31, 2023, in this Quarterly Report on Form 10-Q (including the disclosures in the section titled “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” and in our interim condensed consolidated financial statements and
related notes), and in the other documents that we file with the SEC.
There have
been no material changes from the risk factors previously disclosed under the heading “Risk Factors” in our Annual Report
on Form 10-K for the year ended December 31, 2023.
Item 2.
Unregistered Sale of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities.
On
March 13, 2024, prior to the Closing, the Sponsor was issued 1,500,000 shares of Zeo Class V Common Stock pursuant to the terms of the
Sponsor Subscription Agreement in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or
Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering without any form of general solicitation
or general advertising.
On
March 13, 2024, at the Closing, the Sellers collectively received 33,730,000 shares of Zeo Class V Common Stock pursuant to the terms
of the Business Combination Agreement in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act
and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering without any form of general
solicitation or general advertising.
Item 3.
Defaults Upon Senior Securities.
None.
Item 4.
Mine Safety Disclosures.
Not Applicable.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.