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, 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.
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.
Item 2. Unregistered Sale of Equity Securities,
Use of Proceeds, and Issuer Purchases of Equity Securities.
On August 11, 2025, the Company issued 677,711 shares of Zeo class
A common stock to settle accrued buyside advisory fees from the Heliogen acquisition as previously disclosed in its Current Report on
Form 8-K filed with the SEC on August 19, 2025.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
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