Zeo Energy Corp. 10-Q

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, 2024 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, 2024, 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. Except for the additional risk factors set forth below, 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, 2024. The transactions contemplated by the Merger Agreement are subject to conditions that may not be satisfied on a timely basis or at all. Failure to complete the transactions contemplated by the Merger Agreement could have material and adverse effects on us. Completion of the Mergers is subject to a number of conditions, including the accuracy of the parties’ representations in the Merger Agreement and the receipt of stockholder approvals. Such conditions, some of which are beyond our control, may not be satisfied or waived in a timely manner or at all and therefore make the completion and timing of the completion of the Mergers uncertain. In addition, the Merger Agreement contains certain termination rights for both Heliogen and us, which if exercised will also result in the Mergers not being consummated. If the transactions contemplated by the Merger Agreement are not completed, our business may be adversely affected and, without realizing any of the benefits of having completed the Mergers, we will be required to pay our costs relating to the Mergers, such as legal, accounting, and financial advisory fees. In addition, time and resources committed by our management to matters relating to the Mergers could otherwise have been devoted to pursuing other beneficial opportunities; and the market price of our common stock could be impacted to the extent that the current market price reflects a market assumption that the Mergers will be completed. We will be subject to business uncertainties while the Mergers are pending, which could adversely affect our business. It is possible that certain persons with whom we have a business relationship may delay certain business decisions relating to us, or seek to terminate, change or renegotiate their relationships with us, in connection with the pendency of the Mergers. This could negatively affect our revenues, earnings and cash flows, as well as the market price of our common stock, regardless of whether the Mergers are completed. We expect to incur significant transaction costs in connection with the Mergers. We expect to incur a number of non-recurring costs associated with negotiating and completing the Mergers. These fees and costs have been, and will continue to be, substantial and, in many cases, will be borne by us whether or not the Mergers is completed. A substantial majority of our non-recurring expenses will consist of transaction costs related to the Mergers and include, among others, fees paid to financial, legal, accounting and other advisors. We will continue to assess the magnitude of these costs, and we may incur additional unanticipated costs. The costs described above and any unanticipated costs and expenses, many of which will be borne by us even if the Mergers are not completed, could have an adverse effect on our financial condition and operating results. 41 If we are unable to effectively manage Heliogen’s business, our reputation and operating results may be harmed. Following the Mergers, we are required to integrate the products and businesses of Heliogen into the operations of the Company. We may be unable to successfully integrate these into our business operations. If we are unable to do so for any reason, our reputation and operating results may be harmed and we would be unable to realize the business-related benefits of the transaction. There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq. Our continued eligibility for listing on Nasdaq depends on our ability to comply with Nasdaq’s continued listing requirements. On January 24, 2025, we received a letter from the Listing Qualifications Staff of Nasdaq notifying us that we are not in compliance with periodic requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1) (the “Reporting Rule”) because our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 was not filed with the Securities and Exchange Commission by the required due date of March 31, 2025. The letter received from Nasdaq has no immediate effect on the listing or trading of our shares. We have filed our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 on May 28, 2025. On May 22, 2025, we received a deficiency notice from the Nasdaq that the Company was not in compliance with the Reporting Rule given the Company’s failure to timely file its Quarterly Report on Form 10-Q for the three months ended March 31, 2025, and that this matter serves as an additional basis for delisting the Company’s securities from Nasdaq. Under Nasdaq rules, we have until Monday, June 16, 2025 to submit a plan to regain compliance with Nasdaq Listing Rules. If Nasdaq accepts our plan, Nasdaq may grant an exception until Monday, October 13, 2025 to regain compliance with the Reporting Rule. If Nasdaq delists our common stock from trading on its exchange for failure to meet the Reporting Rule or any other listing standards, we and our stockholders could face significant material adverse consequences including: ● a limited availability of market quotations for our securities; ● a determination that our common stock is a “penny stock,” which will require brokers trading in our common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our common stock; ● a limited amount of analyst coverage; and ● a decreased ability to issue additional securities or obtain additional financing in the future. Item 2. Unregistered Sale of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities. None. Item 3. Defaults Upon Senior Securities. None. Item 4. Mine Safety Disclosures. Not Applicable.