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Item 1. Financial Statements

2025-11-14 compared with 2025-08-13 · 477 added, 261 removed, 590 unchanged (56% of the section changed)

2 unchanged sentences

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Statements (Unaudited)

Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024

Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024

Consolidated Statements of Changes in Redeemable Non-Controlling Interests and Stockholders’ Deficit for the Three and Six

Months Ended June 30, 2025 and 2024

Consolidated Statements of Cash Flows for the Three and Six Months Ended June 30, 2025 and 2024

Financial Statements (Unaudited)

Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024

Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024

Consolidated Statements of Changes in Redeemable Non-Controlling Interests and Stockholders’ Deficit for the Three and Nine

Months Ended September 30, 2025 and 2024

Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024

to Condensed Consolidated Financial Statements

1 unchanged sentence

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

Current Assets

4 unchanged sentences

Contract assets – related parties

Prepaid expenses and other current

Prepaid expenses and other current assets

Total Current Assets

Other assets – related parties

Interest receivable – related parties

Deferred tax asset, net

Property and equipment, net

8 unchanged sentences

Accrued expenses and other current liabilities

Accrued expenses and other current liabilities –

related parties

Accrued expenses and other current liabilities – related

Contract liabilities

11 unchanged sentences

Redeemable Non-Controlling Interests

Convertible preferred units, 1,500,000 units issued and outstanding as of June 30, 2025 and December 31, 2024

Class B Units

Class A convertible preferred units, 1,500,000 units issued and outstanding as of September 30, 2025 and December 31, 2024

Class B units, 22,980,000 and 33,730,000 units issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Stockholders’ Deficit

Class V common stock, $ 0.0001 par value, 100,000,000 authorized shares;

26,480,000 and 35,230,000 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

24,480,000 and 35,230,000 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Class A common stock, $ 0.0001 par value, 300,000,000 authorized shares;

22,096,464 and 13,252,964 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

31,198,080 and 13,252,964 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

Accumulated other comprehensive loss

Accumulated deficit

11 unchanged sentences

Related party revenue, net

Total Revenues

Total Net Revenues

Operating Expenses

11 unchanged sentences

Interest expense

Gain (loss) on change in fair value

of warrant liabilities

Total Other Income (Expense)

Gain on change in fair value of warrant

Total Other Income

NET LOSS FROM OPERATIONS BEFORE INCOME TAXES

10 unchanged sentences

Renewables LLC prior to the business combination

NET LOSS SUBSEQUENT TO THE BUSINESS

NET LOSS SUBSEQUENT TO THE BUSINESS COMBINATION

( 1,869,472 )

2 unchanged sentences

( 8,213,164 )

Net loss attributable to redeemable

non-controlling interests

Net income (loss) attributable

to redeemable non-controlling interests

( 2,448,162 )

1 unchanged sentence

( 5,979,621 )

NET LOSS ATTRIBUTABLE TO CLASS A

COMMON STOCKHOLDERS

NET LOSS ATTRIBUTABLE TO CLASS A COMMON STOCKHOLDERS

$ ( 3,225,020 )

2 unchanged sentences

$ ( 2,233,543 )

LOSS PER CLASS A COMMON SHARE –

LOSS PER CLASS A COMMON SHARE – BASIC

WEIGHTED-AVERAGE CLASS A COMMON SHARES OUTSTANDING

– BASIC AND DILUTED

WEIGHTED-AVERAGE CLASS A COMMON SHARES

OUTSTANDING – BASIC AND DILUTED

COMPREHENSIVE LOSS

Foreign currency translation adjustments

NET COMPREHENSIVE LOSS

$ ( 3,229,915 )

$ ( 424,262 )

$ ( 12,007,016 )

$ ( 2,233,543 )

The accompanying notes are an integral part

4 unchanged sentences

NON-CONTROLLING INTERESTS AND STOCKHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED

JUNE 30, 2025

Redeemable Non-Controlling Interests

Class A Convertible

FOR THE THREE AND NINE MONTHS ENDED

SEPTEMBER 30, 2025

Non-Controlling Interests

A Convertible Preferred Units

Comprehensive

Stockholders’

Balance, December 31, 2024

December 31, 2024

$ 115,693,900

1 unchanged sentence

$ ( 88,912,079 )

Stock-based compensation

Class A common stock issued to employees for services

Reverse recapitalization related deferred taxes and adjustments

Class A common stock issued in exchange for OpCo class

B units and corresponding class V common stock

A common stock issued to employees for services

recapitalization related deferred taxes and adjustments

A common stock issued in exchange for OpCo class B units and corresponding class V common stock

( 8,500,000 )

( 18,785,000 )

Subsequent measurement of redeemable non-controlling interests

( 8,500,000 )

Net income (loss)

measurement of redeemable non-controlling interests

( 51,448,264 )

income (loss)

( 7,363,336 )

( 6,361,265 )

Balance, March 31, 2025

( 6,361,265 )

March 31, 2025

$ ( 58,353,892 )

Stock-based compensation

Class A common stock issued upon vesting of restricted

Class A common stock issued in exchange for OpCo class

B units and corresponding class V common stock

Subsequent measurement of redeemable non-controlling interests

$ ( 23,077,815 )

A common stock issued upon vesting of restricted stock awards

A common stock issued in exchange for OpCo class B units and corresponding class V common stock

measurement of redeemable non-controlling interests

( 35,448,793 )

Net income (loss)

( 35,448,793 )

income (loss)

( 2,415,836 )

Balance, June 30, 2025

( 2,415,836 )

June 30, 2025

$ ( 96,218,521 )

$ ( 59,446,742 )

A common stock issued upon vesting of restricted stock awards

withholding paid related to stock-based compensation

A common stock issued in exchange for OpCo class B units and corresponding class V common stock

( 2,000,000 )

( 4,700,000 )

( 2,000,000 )

A common stock issued in the acquisition of Heliogen, Inc.

A common stock issued in settlement of accrued advisory fees

paid to preferred unit holders

currency translation

measurement of redeemable non-controlling interests

( 37,637,448 )

income (loss)

( 3,225,020 )

September 30, 2025

$ ( 61,806,093 )

$ ( 1,721,295 )

The accompanying notes are an integral part

4 unchanged sentences

NON-CONTROLLING INTERESTS AND STOCKHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED

JUNE 30, 2024

FOR THE THREE AND NINE MONTHS ENDED

SEPTEMBER 30, 2024

Non-Controlling Interests

A Convertible

Preferred Units

A Convertible Preferred Units

Stockholders’

6 unchanged sentences

distributions

prior to the Business Combination

loss prior to the Business Combination

of Business Combination

1 unchanged sentence

of Class A Shares to backstop investor

Reverse Recapitalization

Recapitalization

( 1,677,860 )

18 unchanged sentences

$ ( 173,051,964 )

$ ( 173,047,938 )

measurement of redeemable non-controlling interests

5 unchanged sentences

( 53,030,257 )

A common stock issued for services

recapitalization related deferred taxes and adjustments

measurement of redeemable non-controlling interests

( 12,669,083 )

income (loss)

( 2,846,717 )

September 30, 2024

$ ( 43,207,350 )

$ ( 39,327,410 )

The accompanying notes are an integral part

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES

1 unchanged sentence

$ ( 8,736,845 )

Adjustment to reconcile net loss to cash used in operating activities

Adjustment to reconcile net loss to net cash used in operating activities

Depreciation and amortization

Amortization of debt discount

Gain on change in fair value of warrant liabilities

Gain on disposal of fixed assets

Stock-based compensation

5 unchanged sentences

( 3,175,426 )

( 7,864,274 )

Accounts receivable – related parties

Contract assets

( 1,871,028 )

Contract assets – related parties

1 unchanged sentence

Prepaids and other current assets

( 1,005,197 )

Other assets – related parties

Interest receivable – related parties

Accounts payable

( 2,459,688 )

Accrued expenses and other current liabilities

14 unchanged sentences

Purchases of property and equipment

Net cash used in investing activities

( 1,047,661 )

Cash acquired in the acquisition of Heliogen

Net cash provided by (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

1 unchanged sentence

Repayments of debt

( 3,250,936 )

Repayments of finance lease liabilities

Dividends paid to OpCo class A preferred unit holders

Tax withholdings paid related to stock-based compensation

Distributions to members

Net cash (used in) provided by financing activities

( 4,129,005 )

Effect on foreign exchange on cash

NET CHANGE IN CASH AND CASH EQUIVALENTS

10 unchanged sentences

Subsequent measurement of redeemable non-controlling interest

$ ( 58,542,890 )

Class A common stock issued upon vesting of restricted stock awards

2 unchanged sentences

Reverse recapitalization related deferred taxes and adjustments

$ ( 238,491 )

Operating lease right-of-use asset and liability measurement

2 unchanged sentences

Issuance of class A common stock to backstop investors

Accounts payable settled for loan payable

Net assets acquired in the acquisition of Heliogen

Class A common stock issued in the acquisition of Heliogen

Class A common stock issued in settlement of accrued advisory fees

The accompanying notes are an integral part

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recurring adjustments, have been made.

Operating results for the six months ended June 30, 2025 are not necessarily indicative of the

results that may be expected for the year ending December 31, 2025.

Operating results for the nine months ended September 30, 2025 are not necessarily indicative

of the results that may be expected for the year ending December 31, 2025.

Reclassifications

Certain prior period amounts have been reclassified

and separately presented in the condensed consolidated financial statements and accompanying notes to conform to the current period financial

statement presentation.

in the condensed consolidated financial statements and accompanying notes to conform to the current period presentation.

These reclassifications

included changes within contract assets, prepaid expenses and other current assets, and other assets on the consolidated balance sheets.

The reclassifications had no impact on previously reported net loss, total assets, total liabilities, stockholders’ deficit, or

total cash flows from operations.

Recently Adopted Accounting Pronouncements

In August 2023, the FASB issued ASU 2023-05,

“ Business Combinations—Joint Venture Formations (Subtopic 805-60):

Recognition and Initial Measurement ,” which

requires a newly-formed joint venture to apply a new basis of accounting to its contributed net assets, resulting in the joint venture

initially measuring its contributed net assets at fair value on the formation date.

ASU 2023-05 is effective for all joint venture formations

with a formation date on or after January 1, 2025, with early adoption permitted.

These amendments are to be applied prospectively, with

retrospective application permitted for joint ventures formed before the effective date.

The adoption of ASU 2023-05 did not have a material

impact on the Company’s condensed consolidated financial statements.

In August 2023, the Financial Accounting Standards

Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-05, “ Business Combinations—Joint

Venture Formations (Subtopic 805-60):

Recognition and Initial Measurement ,” which requires a newly-formed joint venture to

apply a new basis of accounting to its contributed net assets, resulting in the joint venture initially measuring its contributed net

assets at fair value on the formation date.

ASU 2023-05 is effective for all joint venture formations with a formation date on or after

January 1, 2025, with early adoption permitted.

These amendments are to be applied prospectively, with retrospective application permitted

for joint ventures formed before the effective date.

The adoption of ASU 2023-05 did not have a material impact on the Company’s

condensed consolidated financial statements.

Recently Issued Accounting Pronouncements

25 unchanged sentences

The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, “ Financial

Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets ,” which

introduces a practical expedient for the application of the current expected credit loss model to current accounts receivable and contract

The amendment is effective for interim and annual periods beginning after December 15, 2025, with early adoption permitted.

amendment is to be applied on a prospective basis.

The Company is currently evaluating the impact this standard will have on its condensed

consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06,

“ Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting

for Internal-Use Software ”.

This guidance removes all references to project stages throughout ASC 350-40 and clarifies the

threshold entities apply to begin capitalizing costs.

Under the new standard, cost capitalization should only commence when an entity

has committed to funding a software project and it is probable the project will be completed and the software will be used for its intended

The amendments are effective for annual reporting periods beginning after December 15, 2027 and interim reporting periods within

those annual reporting periods.

Entities may apply the guidance using a prospective, retrospective or modified transition approach.

adoption is permitted as of the beginning of an annual reporting period.

The Company is currently evaluating the impact this standard

will have on its condensed consolidated financial statements.

The Company currently believes there are no other

issued and not yet effective accounting standards that are materially relevant to its condensed consolidated financial statements.

NOTE 2 —DISAGGREGATION

OF REVENUES AND SEGMENT REPORTING

The Company’s revenues are disaggregated based on revenue type,

including (i) solar system installations, and (ii) roofing installations.

The Company’s net revenues for the three and six months ended

June 30, 2025 and 2024 are disaggregated as follows:

NOTE 2 —LIQUIDITY

AND GOING CONCERN

As of September 30, 2025, the Company had cash

and cash equivalents of $ 3.9 million, positive working capital of $ 13.0 million, and total stockholders’ deficit of $ 1.7 million.

For the nine months ended September 30, 2025, the Company incurred a net loss of $ 17.9 million and used $ 11.1 million of cash in operating

Management has assessed the going concern assumptions of the Company during the preparation of these condensed consolidated

financial statements.

The Co mpany’s

condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets

and the satisfaction of liabilities in the normal course of business.

3—BUSINESS COMBINATIONS

On May 28, 2025, the Company entered into a plan

of merger and reorganization agreement with Heliogen, Inc.

(“Heliogen”), a renewable-energy technology company that provides

solutions for delivering low-carbon energy production by combining commercially proven solar technologies with thermal systems and storage

The transaction was completed on August 8, 2025, under which Heliogen became a wholly owned subsidiary of the Company.

The acquisition of Heliogen aligns with the Company’s

strategy to expand its clean-energy platform beyond residential markets into large-scale commercial and industrial energy generation

Additionally, Heliogen is expected to complement the Company’s existing solar operations, create operational synergies,

and broaden market reach.

The total consideration transferred consisted

entirely of the Company’s class A common stock, issued to Heliogen shareholders at an exchange ratio of 0.9591 shares of the Company

for each share of Heliogen common stock, resulting in the issuance of 6,217,612 class A common shares.

No contingent consideration was

In connection with the merger, all outstanding Heliogen SPAC warrants and restricted stock units (“RSUs”) were

automatically accelerated and fully vested and were settled in the same equity consideration, net of applicable tax withholding.

stock options and commercial warrants were out-of-the-money and canceled with no value.

The Company accounted for the acquisition using

the acquisition method of accounting in accordance with ASC Topic 805, “ Business Combinations ,” and allocated the

purchase price to the assets acquired and liabilities assumed based on their estimated fair values at the acquisition date, with the

excess of purchase price over the estimated fair value of the net assets acquired recorded as goodwill.

Goodwill is not deductible for

tax purposes.

The purchase price was allocated as follows:

Preliminary Allocation

Purchase consideration at fair value:

Class A common stock

Assets acquired and liabilities assumed at fair value

Accounts receivable

Prepaid expenses and other current assets

Operating lease right-of-use assets

Accounts payable

Accrued expenses

Operating lease liabilities

Net assets acquired

From the date of acquisition, Heliogen contributed

revenues of $ 0 and a net loss of $ 1,017,239 , which are included in the consolidated statement of operations for the three and nine months

ended September 30, 2025.

Pro Forma Information

The following unaudited pro forma results presented

below include the effects of the Heliogen acquisition as if it had been consummated as of January 1, 2024, with adjustments to give effect

to pro forma events that are directly attributable to the acquisition.

Three Months Ended

Six Months Ended

Nine Months Ended

( 13,283,859 )

( 14,687,424 )

( 34,716,447 )

( 55,058,845 )

Net loss attributable to class A common stockholders

( 14,639,407 )

( 12,239,262 )

( 28,850,269 )

( 48,555,543 )

Loss per share attributable to common stockholders –

basic and diluted

These unaudited pro forma results are presented

for informational purposes only and are not necessarily indicative of what the actual results of operations would have been if the acquisitions

had occurred at the beginning of the period presented, nor are they indicative of future results of operations.

4 —DISAGGREGATION OF REVENUES AND SEGMENT REPORTING

The Company’s revenues are disaggregated

based on revenue type, including (i) solar system installations, and (ii) roofing installations.

The Company’s net revenues for the three and nine months ended

September 30, 2025 and 2024 are disaggregated as follows:

Three Months Ended

Nine Months Ended

Solar system installations, net

1 unchanged sentence

Total net revenues

For the six months ended June 30, 2025 and 2024,

the Company had two and one customers, respectively, who exceeded 10% of revenue recognized.

Their revenue recognized was $ 10,655,287

and $ 7,967,595 for the six months ended June 30, 2025 and $ 12,022,740 for the six months ended June 30, 2024, respectively.

Segment information for the three and six months ended June 30, 2025

For the nine months ended September 30, 2025

and 2024, the Company had three and two customers, respectively, who exceeded 10% of revenue recognized.

Their aggregate revenue recognized

was $ 44,636,037 and $ 44,943,845 for the nine months ended September 30, 2025 and 2024, respectively.

Segment information for the three and nine months ended September

30, 2025 and 2024 are as follows:

Three Months Ended

Six Months Ended

Total revenues

cost of goods sold (exclusive of depreciation and amortization shown below):

Cost of goods sold (exclusive of depreciation and amortization):

depreciation and amortization related to cost of goods sold

Nine Months Ended

cost of revenues (exclusive of depreciation and amortization

shown below):

Cost of revenues (exclusive of depreciation and amortization):

depreciation and amortization related

to cost of revenues

Total gross profit

4 unchanged sentences

Other income, net

Gain (loss) on change in fair value of warrant liabilities

Interest expense

Gain on change in fair value of warrant

Total net loss before income taxes

Income tax provision

( 1,820,720 )

( 2,916,570 )

( 17,483,041 )

( 8,972,197 )

Income tax benefit (provision)

$ ( 1,869,472 )

$ ( 2,872,424 )

$ ( 17,868,299 )

$ ( 8,736,845 )

The Company has one operating segment and one

6 unchanged sentences

AND EQUIPMENT

Property and equipment as of June 30, 2025 and

December 31, 2024 consisted of the following:

Property and equipment as of September 30, 2025

and December 31, 2024 consisted of the following:

September 30,

Internally-developed software

8 unchanged sentences

Depreciation expense for the three months ended

June 30, 2025 and 2024 was $ 213,764 and $ 162,542 , respectively.

Depreciation expense for the six months ended June 30, 2025 and 2024

was $ 433,022 and $ 330,946 , respectively.

September 30, 2025 and 2024 was $ 219,095 and $ 208,746 , respectively.

Depreciation expense for the nine months ended September 30, 2025

and 2024 was $ 652,117 and $ 539,692 , respectively.

NOTE 6—INTANGIBLE

Intangible assets as of June 30, 2025 and December

31, 2024 consisted of the following:

Intangible assets as of September 30, 2025 and

December 31, 2024 consisted of the following:

September 30,

Customer lists

6 unchanged sentences

Amortization expense for the three months ended

June 30, 2025 and 2024 was $ 2,938,804 and $ 257,009 , respectively.

Amortization expense for the six months ended June 30, 2025 and 2024

September 30, 2025 and 2024 was $ 0 and $ 257,011 , respectively.

Amortization expense for the nine months ended September 30, 2025 and

2024 was $ 7,571,156 and $ 771,028 , respectively.

2 unchanged sentences

Accrued expenses and other current liabilities

as of June 30, 2025 and December 31, 2024 consisted of the following:

as of September 30, 2025 and December 31, 2024 consisted of the following:

September 30,

Accrued payroll liabilities

1 unchanged sentence

Accrued interest

Accrued transaction costs

Accrued taxes

Accrued professional fees

Accrued credit cards

Accrued transaction costs

Other accrued liabilities

1 unchanged sentence

Accrued expenses and other current liabilities

– related parties as of June 30, 2025 and December 31, 2024 consisted of the following:

Accrued dealer fees

– related parties as of September 30, 2025 and December 31, 2024 consisted of the following:

September 30,

Customer advances

Total accrued expenses and other current liabilities –

5 unchanged sentences

The lease commenced on June 1, 2025 and is for a term of three years.

the terms of the lease, the Company.

will lease the premises at the monthly rate of $ 1,995 for the first year, with scheduled annual

the terms of the lease, the Company will lease the premises at the monthly rate of $ 1,995 for the first year, with scheduled annual increases.

The lease agreement contains customary events of default, representations, warranties, and covenants.

The measurement of the

right-of-use asset and liability associated with this operating lease was $ 68,760 .

The measurement of the right-of-use

asset and liability associated with this operating lease was $ 68,760 .

In July 2025, the Company entered into a lease

agreement for office space located in Sardinia, Ohio.

The lease commenced on July 1, 2025 and is for a term of two years.

Under the terms

of the lease, the Company will lease the premises at the monthly rate of $ 3,150 for the first year, with scheduled annual increases.

The lease agreement contains customary events of default, representations, warranties, and covenants.

The measurement of the right-of-use

asset and liability associated with this operating lease was $ 72,215 .

In August 2025, in connection with the acquisition

of Heliogen, the Company entered into a lease agreement for office space located in Houston, Texas.

The lease commenced on August 8,

2025 and is for a term of 13 months.

Under the terms of the lease, the Company will lease the premises at the monthly rate of $ 10,451 .

The lease agreement contains customary events of default, representations, warranties, and covenants.

The measurement of the right-of-use

asset and liability associated with this operating lease was $ 130,225 and is part of the net assets acquired in the acquisition of Heliogen

in the non-cash investing and financing activities of the condensed consolidated statements of cash flows.

The following was included in the condensed consolidated

balance sheets at June 30, 2025 and December 31, 2024:

balance sheets at September 30, 2025 and December 31, 2024:

September 30,

2025 December 31,

8 unchanged sentences

Operating lease costs for the three months

ended June 30, 2025 and 2024 was $ 152,401 and $ 163,965 , respectively.

Operating lease costs for the six months ended June 30, 2025 and

2024 was $ 348,975 and $ 327,930 , respectively.

As of June 30, 2025, maturities of operating

ended September 30, 2025 and 2024 was $ 167,914 and $ 133,892 , respectively.

Operating lease costs for the nine months ended September

30, 2025 and 2024 was $ 516,889 and $ 461,822 , respectively.

As of September 30, 2025, maturities of operating

lease liabilities were as follows:

4 unchanged sentences

Finance Leases

As of June 30, 2025, maturities of finance lease

liabilities were as follows:

As of September 30, 2025, maturities of finance

lease liabilities were as follows:

Year Ending December 31,

2025 (remaining)

current portion

imputed interest

Total finance lease liabilities

As of June 30, 2025, the weighted-average remaining

lease term for all finance leases is 2.78 years and the weighted average discount rate is 9.76 %.

As of September 30, 2025, the weighted-average

remaining lease term for all finance leases is 2.53 years and the weighted average discount rate is 9.76 %.

Vehicle Loans

4 unchanged sentences

on equal monthly payments for 60 months and include interest rates ranging from 4.94 % to 11.09 %.

As of June 30, 2025, the weighted-average

As of September 30, 2025, the weighted-average

interest rate on the Company’s vehicle loan obligations was 11.09 %.

3 unchanged sentences

covenants associated with these arrangements.

As of June 30, 2025, estimated future minimum

As of September 30, 2025, estimated future minimum

principal payments of vehicle loans were as follows:

3 unchanged sentences

Total long-term debt

On July 1, 2025, the Company converted $ 2,547,877

of outstanding accounts payable with a vendor into a loan payable with the same vendor.

The loan bears interest at an annual rate of

18 % ( 1.5 % monthly) and provides for scheduled principal payments beginning in July 2025, with maturity on August 22, 2025.

The transaction

reduced the Company’s accounts payable and established a formal financing arrangement under the stated terms.

The loan, including

accrued interest, was repaid during the period.

Convertible Note Payable

12 unchanged sentences

also waive any milestone described above and advance the applicable amounts to the Company.

As of June 30, 2025, $ 2.5 million has been

advanced and the balance of $ 2.5 million, net of debt discount is included in Convertible Promissory Note on the accompanying condensed

As of September 30, 2025, $ 2.5 million has

been advanced and the balance of $ 2.5 million, net of debt discount is included in Convertible Promissory Note on the accompanying condensed

consolidated balance sheet.

4 unchanged sentences

balance outstanding on the loan.

The Loan will be repaid in full (the “Repayment”) by issuing to LHX or its designee of a

The Loan will be repaid in full (the “Repayment”) by issuing to LHX or its designee a specified

number of the Company’s shares of Class A common stock (“Class A Common Stock”) equal to the quotient of (i) the outstanding

6 unchanged sentences

conversion option qualifies for derivative accounting under ASC Topic 815-15 “ Derivatives and Hedging .”

As the note is not convertible until maturity, no derivative liability was recognized as of June 30, 2025.

Based on the Company’s

stock price on the date the note was entered into, the computed effective interest rate on the loan was 58.5 %.

Based on the Company’s

stock price at June 30, 2025, the computed effective interest rate on the loan was 114.8 %.

As the note is not convertible until maturity, no derivative liability was recognized as of September 30, 2025.

Company’s stock price on the date the note was entered into, the computed effective interest rate on the loan was 58.5 %.

on the Company’s stock price at September 30, 2025, the computed effective interest rate on the loan was 0 %.

In connection with the Promissory Note, on December

8 unchanged sentences

The fair value of financial instruments measured

on a recurring basis as of June 30, 2025 consisted of the following:

on a recurring basis as of September 30, 2025 consisted of the following:

Fair Value Measurements as of

June 30, 2025

September 30, 2025

Warrant liabilities

The following table provides a roll-forward of

changes for financial instruments measured at fair value on a recurring basis for the six months ended June 30, 2025:

changes for financial instruments measured at fair value on a recurring basis for the nine months ended September 30, 2025:

Warrant Liabilities

2 unchanged sentences

Extinguishment of warrant liabilities upon settlement

Balance as of June 30, 2025

Balance as of September 30, 2025

NOTE 11 —REDEEMABLE

1 unchanged sentence

The table below reflects share information about

the Company’s capital stock as of June 30, 2025:

the Company’s capital stock as of September 30, 2025:

Treasury Stock

2 unchanged sentences

Class A convertible preferred units

Class B units

Class A Common Stock

During the six months ended June 30, 2025, 8,750,000

During the nine months ended September 30, 2025,

10,750,000 class A common shares were issued in exchange for OpCo class B units and corresponding class V common shares.

During the six months ended June 30, 2025, 50,000

class A common shares were issued upon vesting of restricted stock awards from the March 2024 grant (see Note 10 for further details).

On March 13, 2025, 50,000 class A common shares

were issued upon vesting of restricted stock awards from the March 2024 grant (see Note 12 for further details).

On March 31, 2025, an aggregate of 43,500 class

A common shares were issued to employees for services valued at $ 63,509 .

On August 5, 2025, 206,293 class A common shares,

net of tax withholding, were issued upon vesting of restricted stock awards from the February 2025 grant (see Note 12 for further details).

On August 8, 2025, in connection with acquisition

of Heliogen, the Company issued the Heliogen shareholders 6,217,612 class A common shares (see Note 3 for further details).

On August 11, 2025, the Company issued 677,711 shares of Zeo class

A common stock to settle accrued buyside advisory fees of $ 1.6 million from the Heliogen acquisition.

Redeemable Non-Controlling Interests

During the six months ended June 30, 2025, 8,750,000

During the nine months ended September 30, 2025,

10,750,000 units were converted to class A common stock.

As a result, as of June 30, 2025, 24,980,000 units are outstanding.

The prior investors’

interests in OpCo represent a redeemable noncontrolling interest.

At its discretion, the members have the right to exchange their common

units in OpCo (along with the cancellation of the paired shares of Zeo Energy Corp.

or the class V common stock) for either shares of

class A common stock on a one-to-one basis or cash proceeds of equal value at the time of redemption.

Any redemption of OpCo common units

in cash must be funded through a private or public offering of class A common stock and is subject to the Company’s Board’s

As of June 30, 2025, the prior investors of OpCo hold the majority of the voting rights on the Board.

the six months ended June 30, 2025, there was 8,750,000 exchanges of Opco units for class A common stock of Zeo.

Payments under the Tax

Receivable Agreement (the “TRA”) are

not considered probable as of June 30, 2025.

As a result, as of September 30, 2025, 22,980,000 units are outstanding.

prior investors’ interests in OpCo represent a redeemable noncontrolling interest.

At its discretion, the members have the right

to exchange their common units in OpCo (along with the cancellation of the paired shares of Zeo Energy Corp.

or the class V common stock)

for either shares of class A common stock on a one-to-one basis or cash proceeds of equal value at the time of redemption.

Any redemption

of OpCo common units in cash must be funded through a private or public offering of class A common stock and is subject to the Company’s

Board’s approval.

As of September 30, 2025, the prior investors of OpCo hold the majority of the voting rights on the Board.

During the nine months ended September 30, 2025,

there was 10,750,000 exchanges of Opco units for class A common stock of Zeo.

Payments under the Tax Receivable Agreement (the “TRA”) are

not considered probable as of September 30, 2025.

Future exchanges will result in incremental tax attributes and potential cash tax savings

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statement of changes in stockholders’ deficit.

As of June 30, 2025, the total unrecorded TRA liability is approximately $ 18.9

As of September 30, 2025, the total unrecorded TRA liability is approximately

$ 7.2 million, of which $ 4.6 million related to actual exchanges and $ 2.6 million related to hypothetical sale.

In accordance with ASC Topic

450, “ Contingencies ,” any changes to an existing TRA liability, including changes to the fair value measurement or

to re-establish a TRA liability related to prior year exchanges, will be recorded as tax receivable agreement in other income (expense),

In accordance with ASC

Topic 450, “ Contingencies ,” any changes to an existing TRA liability, including changes to the fair value measurement

or to re-establish a TRA liability related to prior year exchanges, will be recorded as tax receivable agreement in other income (expense),

net in the condensed consolidated statement of operations.

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statement of operations.

As of June 30, 2025, the prior investors of Sunergy

own 53.1 % of the common units of the Company.

The OpCo A&R LLC Agreement provides among other things, a holder of corresponding economic,

non-voting class B units of OpCo (the “Exchangeable OpCo Units”) has the right to cause OpCo to redeem one or more of such

Exchangeable OpCo Units, together with the cancellation of an equal number of shares of such holder’s Zeo class V common stock,

for shares of Zeo class A common stock on a one-for-one basis, or, at the election of Zeo (as manager of OpCo), cash, in each case, subject

to certain restrictions set forth in the OpCo A&R LLC Agreement and the Charter.

The OpCo A&R LLC Agreement also provides for

mandatory OpCo Unit Redemptions in certain limited circumstances, including in connection with certain changes of control.

certain conditions, the class A convertible OpCo preferred units are redeemable by Zeo and following the first anniversary of the Closing

may be converted by the Sponsor into Exchangeable OpCo Units (and then would be immediately exchanged on a one-for-one basis, together

with an equal number of accompanying shares of Zeo class V common stock, for shares Zeo class A common stock).

The convertible OpCo preferred

units have accruing distributions of 10 % per annum and the Sponsor as holder thereof has certain consent rights over the taking of certain

actions of OpCo and its subsidiaries.

During the three and six months ended June 30, 2025, the Company recognized $ 422,966 and $ 828,203 ,

respectively, in OpCo class A preferred dividends.

As of September 30, 2025, the prior investors

of Sunergy own 43.0 % of the common units of the Company.

The OpCo A&R LLC Agreement provides among other things, a holder of corresponding

economic, non-voting class B units of OpCo (the “Exchangeable OpCo Units”) has the right to cause OpCo to redeem one or more

of such Exchangeable OpCo Units, together with the cancellation of an equal number of shares of such holder’s Zeo class V common

stock, for shares of Zeo class A common stock on a one-for-one basis, or, at the election of Zeo (as manager of OpCo), cash, in each

case, subject to certain restrictions set forth in the OpCo A&R LLC Agreement and the Charter.

The OpCo A&R LLC Agreement also

provides for mandatory OpCo Unit Redemptions in certain limited circumstances, including in connection with certain changes of control.

Subject to certain conditions, the class A convertible OpCo preferred units are redeemable by Zeo and following the first anniversary

of the Closing may be converted by the Sponsor into Exchangeable OpCo Units (and then would be immediately exchanged on a one-for-one

basis, together with an equal number of accompanying shares of Zeo class V common stock, for shares Zeo class A common stock).

The convertible

OpCo preferred units have accruing distributions of 10 % per annum and the Sponsor as holder thereof has certain consent rights over the

taking of certain actions of OpCo and its subsidiaries.

During the three and nine months ended September 30, 2025, the Company recognized

$ 437,100 and $ 1,265,303 , respectively, in OpCo class A preferred dividends.

During the three and nine months ended September 30, 2025,

the Company paid aggregate dividends of $ 621,063 to OpCo class A preferred unit holders.

The financial results of OpCo, LLC are consolidated

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March 2024 Grant

On the Closing Date the Company entered into

an Executive Employment Agreement with the Company’s CEO.

In addition to the CEO’s annual salary and cash bonus, the CEO

became eligible to receive certain grants of vested shares under the Incentive Plan as follows:

● 50,000 vested shares to be granted on the date that is 12 months after the Closing Date.

● 50,000 vested shares to be granted on the date that is 24 months after the Closing Date.;

● 50,000 vested shares to be granted on the date that is 35 months after the after the Closing Date.

On March 13, 2024, the Company entered into an

executive employment agreement with the Company’s CEO.

In addition to the CEO’s annual salary and cash bonus, the CEO became

eligible to receive certain grants of vested shares under the Incentive Plan as follows:

● 50,000 vested shares to be granted on the date that is 12 months after the grant date.

● 50,000 vested shares to be granted on the date that is 24 months after the grant date;

● 50,000 vested shares to be granted on the date that is 35 months after the after the grant date.

The Company determined the grant date fair value

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Derived service period 0.35 years 1.19 years 1.47 years

During the three and six months ended June 30,

During the three and nine months ended September

30, 2025, the Company recognized $ 269,530 and $ 1,554,202 , respectively, in equity compensation expense related to these awards.

30, 2025, the remaining unrecognized compensation expense was $ 774,616 under the Incentive Plan and is expected to be recognized over

the remaining 1.6 -year vesting period.

September 30, 2025, the remaining unrecognized compensation expense was $ 505,086 and is expected to be recognized over the remaining

1.37 -year vesting period.

February 2025 Grants

On February 5, 2025, the Company granted an aggregate

of 740,000 restricted shares of Class A Common Stock under the Incentive Plan to 11 employees/consultants.

The restricted shares vest

in three equal installments as follows.

of 790,000 restricted shares of class A common stock under the Incentive Plan to 10 employees and two executives.

The restricted shares

vest in three equal installments as follows.

One-third (1/3) on the

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On February 5, 2025, the Company granted an aggregate

of 250,000 restricted shares of Class A Common Stock under the Incentive Plan to seven employees/consultants.

The restricted shares vest

in three equal installments as follows.

of 275,000 restricted shares of class A common stock under the Incentive Plan to eight employees.

The restricted shares vest in three

equal installments as follows.

One-third (1/3) on the

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per share was $ 2.57 , a Level 1 measurement, by reference to the publicly traded stock price on February 5, 2025.

During the three and six months ended June 30,

During the three and nine months ended September

30, 2025, the Company recognized $ 282,309 and $ 875,229 , respectively, in equity compensation expense related to these awards.

As of September

30, 2025, the remaining unrecognized compensation expense was $ 1,677,637 and is expected to be recognized over the remaining 2.35 -year

vesting period.

July 2025 Grants

On July 5, 2025, the Company granted an aggregate

of 140,000 restricted shares of class A common stock under the Incentive Plan to four employees.

The restricted shares vest in three

equal installments as follows.

One-third (1/3) on the

date that is 12 months following the grant date;

One-third (1/3) on the

date that is 24 months following the grant date;

One-third (1/3) on the

date that is 36 months following the grant date.

The Company determined the grant date fair value

per share was $ 2.79 , a Level 1 measurement, by reference to the publicly traded stock price on July 5, 2025.

During the three and nine months ended September

30, 2025, the Company recognized $ 31,034 in equity compensation expense related to these awards.

As of September 30, 2025, the remaining

unrecognized compensation expense was $ 359,566 and is expected to be recognized over the remaining 2.76 -year vesting period.

Sun Managers, LLC Management Incentive

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Plan and the OpCo amended and restated limited liability company agreement in its entirely (the “OpCo A&R LLC Agreement”))

the exchange of their Class B Units into Seller OpCo Units (together with an equal number of Seller Class V Shares), which may then be

converted into Zeo Class A Common Stock (subject to the terms of the Management Incentive Plan and the OpCo A&R LLC Agreement).

under the Management Incentive Plan will be made after ESGEN Closing.

the exchange of their class B units into Seller OpCo Units (together with an equal number of Zeo class V shares), which may then be converted

into Zeo class A common Stock (subject to the terms of the Management Incentive Plan and the OpCo A&R LLC Agreement).

the Management Incentive Plan will be made after ESGEN Closing.

Although Sun Managers is the legal issuer of

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On March 31, 2025, Sun Managers LLC granted an

aggregate of 525,000 restricted shares of Zeo Class A Common Stock under the Management Incentive Plan to four employees/consultants.

aggregate of 875,000 restricted shares of Zeo class A common stock under the Management Incentive Plan to three employees and one executive.

The restricted shares vested immediately upon grant.

During the three and six months ended June 30, 2025, the Company recognized $ 0 and

$ 792,750 , respectively, in equity compensation expense related to these awards.

Seasonal Manager Stock Compensation

During the three and nine months ended September 30, 2025, the Company recognized

$ 528,500 and $ 1,321,250 , respectively, in equity compensation expense related to these awards.

On August 4, 2025, Sun Managers LLC granted an

aggregate of 350,000 restricted shares of Zeo class A common stock under the Management Incentive Plan to two employees.

The restricted

shares vested immediately upon grant.

During the three and nine months ended September 30, 2025, the Company recognized $ 840,000 in equity

compensation expense related to these awards.

On August 13, 2025, Sun Managers LLC granted

an aggregate of 168,500 restricted shares of Zeo class A common stock under the Management Incentive Plan to four employees.

The restricted

shares vested immediately upon grant.

During the three and nine months ended September 30, 2025, the Company recognized $ 384,180 in equity

compensation expense related to these awards.

On September 17, 2025, Sun Managers LLC granted

an aggregate of 255,000 restricted shares of Zeo class A common stock under the Management Incentive Plan to three employees.

The restricted

shares vested immediately upon grant.

During the three and nine months ended September 30, 2025, the Company recognized $ 288,150 in equity

compensation expense related to these awards.

Seasonal Manager Stock Compensation Plan

Beginning January 1, 2025, certain eligible sales

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that is 12 months following the grant date.

During the three and six months ended June 30,

During the three and nine months ended September

30, 2025, the Company recognized $ 109,975 and $ 655,082 , respectively, in equity compensation expense related to these awards.

30, 2025, the remaining unrecognized compensation expense of $ 327,539 and is expected to be recognized over the remaining 0.75 -year vesting

As of September

30, 2025, the remaining unrecognized compensation expense was $ 217,564 and is expected to be recognized over the remaining 0.50 -year

vesting period.

NOTE 13 —RELATED

PARTY TRANSACTIONS

Some of the Company’s customers financed

their obligations with a related party, Solar Leasing, whose CEO is also the CEO of the Company.

These arrangements are similar to those

with other third-party lenders.

Some of the Company’s customers financed their obligations with

a related party, Solar Leasing, whose CEO is also the CEO of the Company.

These arrangements are similar to those with other third-party

As such, Solar Leasing deducts their financing fees and remits the net amount to the Company.

three months ended June 30, 2025 and 2024, the Company recognized $ 8,125,483 and $ 6,997,626 of revenue, net of financing fees of $ 4,120,620

and $ 2,813,564 , respectively, from these arrangements.

For the six months ended June 30, 2025 and 2024, the Company recognized $ 10,692,787

and $ 15,810,395 of revenue, net of financing fees of $ 5,095,453 and $ 6,669,783 , respectively, from these arrangements.

As of June 30,

2025, the Company had $ 58,150 of accounts receivable, $ 2,705,295 of contract assets, and $ 1,358,427 of accrued expenses and other current

liabilities due to related parties relating to these arrangements.

For the three months ended September

30, 2025 and 2024, the Company recognized $ 7,017,019 and $ 2,328,704 of revenue, net of financing fees of $ 1,644,395 and $ 783,650 , respectively,

from these arrangements.

For the nine months ended September 30, 2025 and 2024, the Company recognized $ 17,709,806 and $ 18,139,099 of

revenue, net of financing fees of $ 6,739,848 and $ 7,767,491 , respectively, from these arrangements.

As of September 30, 2025, the Company

had $ 465,047 of accounts receivable and $ 3,581,890 of contract assets due from related parties relating to these arrangements.

During the year ended December 31, 2024, Solar

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White Horse Energy remains

the primary beneficiary, and no changes to the Company’s financial statement presentation are required.

For the three and six months

ended June 30, 2025, the Company recorded interest income of $ 38,130 and $ 75,786 , respectively, included in other income, net in the accompanying

condensed consolidated statements of operations.

As of June 30, 2025, the principal balance of $ 3,000,000 is included in related party

note receivable and the accrued interest balance of $ 75,786 is included in other assets – related parties in the accompanying condensed

consolidated balance sheet.

the primary beneficiary of Solar Leasing, and no changes to the Company’s financial statement presentation are required.

three and nine months ended September 30, 2025, the Company recorded interest income of $ 66,472 and $ 189,938 , respectively, included

in other income, net in the accompanying condensed consolidated statements of operations.

As of September 30, 2025, the principal balance

of $ 3,000,000 is included in related party note receivable and the accrued interest balance of $ 114,393 is included in other assets –

related parties in the accompanying condensed consolidated balance sheet.

In conjunction with the consummation of the ESGEN

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realizes (or is deemed to realize in certain circumstances) in periods after the ESGEN Business Combination.

As of June 30, 2025, the

total unrecorded TRA liability is approximately $ 18.9 million.

If utilization of the deferred tax assets subject to the TRA becomes more

likely than not in the future, the Company will record a liability related to the TRA which will be recognized as expense within its

condensed consolidated statements of operations.

As of September 30, 2025,

the total unrecorded TRA liability is approximately $ 7.2 million.

If utilization of the deferred tax assets subject to the TRA becomes

more likely than not in the future, the Company will record a liability related to the TRA which will be recognized as expense within

its condensed consolidated statements of operations.

1 4—NET LOSS PER SHARE

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price during the period.

As of June 30, 2025 and 2024, there were 43,221,852 and 49,180,000 , respectively, potential common share equivalents

from convertible OpCo class A preferred units, exchangeable OpCo class B units, convertible notes, warrants, and restricted stock awards

excluded from the diluted loss per share calculations as their effect is anti-dilutive.

As of September 30, 2025 and 2024, there were 41,115,187 and 49,030,000 , respectively, potential common share

equivalents from convertible OpCo class A preferred units, exchangeable OpCo class B units, convertible notes, warrants, and restricted

stock awards excluded from the diluted loss per share calculations as their effect is anti-dilutive.

The following table presents the computation

of the basic and diluted income per share of class A common stock for the three months and six months ended June 30, 2025 and 2024:

of the basic and diluted income per share of class A common stock for the three months and nine months ended September 30, 2025 and 2024:

Three Months Ended

Six Months Ended

Net loss attributable to class A common stockholders

Nine Months Ended

Net loss attributable to

class A common stockholders

$ ( 3,225,020 )

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$ ( 2,233,543 )

Weighted-average class A common shares outstanding – basic and diluted

Loss per class A common share – basic and diluted

Weighted-average class A common shares

outstanding – basic and diluted

Loss per class A common share –

basic and diluted

15 —INCOME TAXES

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the reporting period.

Our effective tax rate (ETR) from continuing operations was 8.5 % benefit on loss for the three months ended June

30, 2025, and 3.8 % percent benefit on loss for the three months ended June 30, 2024 and 2.2 % expense on loss and 3.1 % benefit on

loss for the six months ended June 30, 2025 and June 30, 2024, respectively.

The ETR for the three and six months ended June 30, 2025

differs from statutory rates primarily due to the non-controlling interest portion of ESGEN Opco, LLC, which is a partnership for federal

tax purposes and a change in valuation allowance.

Additionally, the Company determined that the deferred tax assets are not more likely

than not to be realized based on all available evidence as of the current quarter and recorded a valuation allowance on deferred tax

The ETR for the three and six months ended June 30, 2024 differs from statutory rates primarily due to the non-controlling interest

portion of ESGEN Opco, LLC, which is a partnership for federal tax purposes.

Our effective tax rate (ETR) from continuing operations was a 2.7 % provision and a 1.5 % benefit for the three months

ended September 30, 2025 and 2024, respectively, and a 2.2 % provision and a 2.7 % benefit for the nine months ended September 30,

2025 and 2024, respectively.

The ETR for the three and nine months ended September 30, 2025 differs from statutory rates primarily due

to the non-controlling interest portion of ESGEN Opco, LLC, which is a partnership for federal tax purposes and a change in valuation

Additionally, the Company determined that the deferred tax assets are not more likely than not to be realized based on all

available evidence as of the current quarter and recorded a valuation allowance on deferred tax assets.

The ETR for the three and nine

months ended September 30, 2024 differs from statutory rates primarily due to the non-controlling interest portion of ESGEN Opco, LLC,

which is a partnership for federal tax purposes.

The components of the deferred income tax assets

and liabilities were as follows:

September 30,

Other Asset assets:

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16 —SUBSEQUENT EVENTS

On July 1, 2025, the Company converted approximately

$ 2.55 million of outstanding accounts payable with a vendor into a note payable with the same vendor.

The note bears interest at an annual

rate of 18 % ( 1.5 % monthly) and provides for scheduled principal payments beginning in July 2025, with maturity on August 22, 2024.

transaction reduced the Company’s accounts payable and established a formal financing arrangement under the stated terms.

On July 4, 2025, the One Big Beautiful Bill Act

of 2025 (“OBBBA”), which includes a broad range of tax reform provisions, was signed into law in the United States and we

continue to assess its impact.

We currently do not expect the OBBBA to have a material impact on our estimated annual effective tax rate

On May 28, 2025, the Company entered into an Agreement and Plan of

Merger and Reorganization (the “Merger Agreement”) by and among Heliogen, Inc., a Delaware corporation (“Heliogen”),

Zeo Energy, Hyperion Merger Corp., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“Merger Sub I”)

and Hyperion Acquisition LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of the Company (“Merger

Sub II” and, together with Merger Sub I, the “Merger Subs”).

On August 8, 2025, Merger Sub I merged with and into Heliogen

(the “First Merger”), with Heliogen surviving the First Merger (Heliogen, as the surviving entity of the First Merger, the

“First Surviving Corporation”) with the First Surviving Corporation becoming a direct, wholly owned subsidiary of the Company,

and immediately following the First Merger, the First Surviving Corporation merged with and into Merger Sub II, with Merger Sub II surviving

the Second Merger and becoming a direct, wholly owned subsidiary of the Company.

On October 30, 2025, the Company issued 1,851,851

shares of Zeo class A common stock upon the conversion of the LHX convertible promissory note totaling $ 2.5 million.

Effective on October 31, 2025, the Company’s

board of directors and audit committee, approved the dismissal of Grant Thornton LLP, the Company’s independent registered public

accounting firm, and approved the appointment of Tanner LLC as the Company’s independent registered public accounting firm.

On November 5, 2025, the Company granted an aggregate

of 70,000 restricted shares of class A common stock under the Incentive Plan to seven employees.

The restricted shares vest in equal installments

over three years.

On November 6, 100,000 class A common shares were issued in exchange

for OpCo class B units and corresponding class V common shares.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements