What changed in this filing

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Item 1A. Risk Factors

2026-04-01 compared with 2025-05-28 · 1333 added, 1248 removed, 1318 unchanged (66% of the section changed)

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macroeconomic conditions, changes in retail prices of electricity or changes in customer preferences would adversely impact our business.

At the international level, the United Nations-sponsored Paris

Agreement requires member states, including the United States, to submit non-binding, individually-determined greenhouse gas reduction

At the international level, the United Nations-sponsored

Paris Agreement requires member states, including the United States, to submit non-binding, individually-determined greenhouse gas reduction

goals known as “Nationally Determined Contributions” every five years after 2020.

Former President Biden committed the United

States to a goal of reducing greenhouse gas emissions by 50 – 52% below 2005 levels by 2030, a target consistent with the Paris

Agreement’s goal of “net-zero” greenhouse gas emissions by 2050.

In contrast to the stated goals of President Biden’s

administration, the administration of the newly-elected President Trump, is less likely to create or support incentives to reduce greenhouse

gas emissions.

Former President Joe Biden committed the

United States to a goal of reducing greenhouse gas emissions by 50 – 52% below 2005 levels by 2030, a target consistent with the

Paris Agreement’s goal of “net-zero” greenhouse gas emissions by 2050.

In contrast to the stated goals of President

Biden’s administration, the administration of the newly-elected President Donald Trump, is less likely to create or support incentives

to reduce greenhouse gas emissions.

In January the newly-elected President Trump announced the United States will exit the Paris Agreement.

support from the U.S.

government for addressing climate change is likely to decrease, and as a result, consumer demand for clean energy

may decrease.

As a result, support from the U.S.

government for addressing climate change is likely to decrease, and as a result, consumer demand for

clean energy may decrease.

Additional international agreements or any legislation, regulation, or executive action within the U.S.

addressing climate

change, including any climate-related disclosure requirements and legislation or regulation.

climate change, including any climate-related disclosure requirements and legislation or regulation.

We face competition from electric utilities,

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We compete with these electric utilities primarily based on price (cents per kWh), predictability of future prices (by providing

pre-determined annual price escalations) and the ease by which customers can switch to electricity generated by our solar energy

pre-determined annual price escalations) and the ease by which customers can switch to electricity generated by our solar energy systems.

We may also compete based on other value-added benefits, such as reliability and carbon-friendly power.

offer compelling value to our customers based on these factors, our business may not grow.

If we cannot offer compelling

value to our customers based on these factors, our business may not grow.

Electric utilities generally have substantially

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and changes in market conditions than we can.

Electric utilities could also offer other value-added products or services that could

help them to compete with us even if the cost of electricity they offer is higher than ours.

In addition, a majority of utilities’

sources of electricity is non-solar, which may allow utilities to sell electricity more cheaply than electricity generated by our solar

energy systems.

Electric utilities could also offer other value-added products or services that could help

them to compete with us even if the cost of electricity they offer is higher than ours.

In addition, a majority of utilities’ sources

of electricity is non-solar, which may allow utilities to sell electricity more cheaply than electricity generated by our solar energy

Electric utilities could also offer customers the option of purchasing electricity obtained from renewable energy resources,

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their own solar energy system and energy storage system businesses.

Rate-basing means that utilities would receive guaranteed rates

of return for their solar energy system and energy storage system businesses.

This is already commonplace for utility-scale solar

projects and commercial solar projects.

While few utilities to date have received regulatory permission to rate-base residential

solar energy systems or energy storage systems, our competitiveness would be significantly harmed should more utilities receive such permission

because we do not receive guaranteed profits for our solar service offerings.

Rate-basing means that utilities would receive guaranteed rates of

return for their solar energy system and energy storage system businesses.

This is already commonplace for utility-scale solar projects

and commercial solar projects.

While few utilities to date have received regulatory permission to rate-base residential solar energy systems

or energy storage systems, our competitiveness would be significantly harmed should more utilities receive such permission because we

do not receive guaranteed profits for our solar service offerings.

We also compete with retail electric providers

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and distribution infrastructure pursuant to state, territorial and local pro-competition and consumer choice policies.

electric providers and independent power producers are able to offer customers electricity supply-only solutions that are competitive

with our solar energy system options on both price and usage of renewable energy technology while avoiding the physical installations

our current business model requires.

This may limit our ability to acquire new customers, particularly those who have an aesthetic or

other objection to putting solar panels on their roofs.

These retail electric

providers and independent power producers are able to offer customers electricity supply-only solutions that are competitive with our

solar energy system options on both price and usage of renewable energy technology while avoiding the physical installations our current

business model requires.

This may limit our ability to acquire new customers, particularly those who have an aesthetic or other objection

to putting solar panels on their roofs.

We also compete with solar companies with vertically

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also offer other value-added products or services that could help them to compete with us.

Larger competitors may also be able to

access financing at a lower cost of capital than we are able to obtain.

Larger competitors may also be able to access

financing at a lower cost of capital than we are able to obtain.

In addition, we compete with other residential

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marketed to potential customers by dealers, and we may also face competition from new entrants into the market as a result of the passage

of the IRA and its impacts and benefits to the solar industry.

Some of these competitors specialize in the distributed solar energy market

and some may provide energy at lower costs than we do.

Some of our competitors offer or may offer similar services and products as

we do, such as direct outright sales of solar energy systems.

Many of our competitors also have significant brand name recognition, lower

barriers to entry into the solar market, greater capital resources than we have and extensive knowledge of our target markets.

some of our competitors have an established business of providing construction, electrical contracting, or roofing services.

of the Inflation Reduction Act of 2022 (the “ IRA ”) and its impacts and benefits to the solar industry.

of these competitors specialize in the distributed solar energy market and some may provide energy at lower costs than we do.

our competitors offer or may offer similar services and products as we do, such as direct outright sales of solar energy systems.

of our competitors also have significant brand name recognition, lower barriers to entry into the solar market, greater capital resources

than we have and extensive knowledge of our target markets.

In addition, some of our competitors have an established business of providing

construction, electrical contracting, or roofing services.

We also compete with community solar products

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Additionally, some utility

companies (and some utility-like entities, such as community choice aggregators) have generation portfolios that are increasingly

renewable in nature.

As utility companies offer increasingly renewable portfolios to retail customers, those customers might be less inclined

to have a solar energy system installed on their home or business, which could adversely affect our growth.

companies (and some utility-like entities, such as community choice aggregators) have generation portfolios that are increasingly renewable

As utility companies offer increasingly renewable portfolios to retail customers, those customers might be less inclined to

have a solar energy system installed on their home or business, which could adversely affect our growth.

We have historically provided our services only

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The price of electricity from utilities could decrease as a result of:

● the construction of a significant number of new power generation

plants, whether generated by natural gas, nuclear power, coal or renewable energy;

● the construction of additional electric transmission and

distribution lines;

● a reduction in the price of natural gas or other natural

resources as a result of increased supply due to new drilling techniques or other technological developments, a relaxation of associated

regulatory standards or broader economic or policy developments;

● less demand for electricity due to energy conservation technologies

and public initiatives to reduce electricity consumption or to recessionary economic conditions;

● development of competing energy technologies that provide

less expensive energy.

● the construction of a significant

number of new power generation plants, whether generated by natural gas, nuclear power, coal or renewable energy;

● the construction of additional

electric transmission and distribution lines;

● a reduction in the price of

natural gas or other natural resources as a result of increased supply due to new drilling techniques or other technological developments,

a relaxation of associated regulatory standards or broader economic or policy developments;

● less demand for electricity

due to energy conservation technologies and public initiatives to reduce electricity consumption or to recessionary economic conditions;

● development of competing energy

technologies that provide less expensive energy.

A reduction in electric utilities’ rates

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customers to time-of-use rates and also have adopted a shift in the peak period for time-of-use rates to later in the day.

Unless grandfathered under a different rate, customers with solar energy systems may be required to take service under time-of-use rates

with the later peak period.

Moving utility customers to time-of-use rates or the shift in the timing of peak rates for utility-generated electricity

to include times of day when solar energy generation is less efficient or non-operable could also make our offerings less competitive.

Time-of-use rates could also result in higher costs for our customers whose electricity requirements are not fully met by our offerings

during peak periods.

Unless grandfathered

under a different rate, customers with solar energy systems may be required to take service under time-of-use rates with the later peak

Moving utility customers to time-of-use rates or the shift in the timing of peak rates for utility-generated electricity to include

times of day when solar energy generation is less efficient or non-operable could also make our offerings less competitive.

rates could also result in higher costs for our customers whose electricity requirements are not fully met by our offerings during peak

Sales and installation of solar energy systems

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tornadoes, fires, or earthquakes.

Homeowner insurance or homeowners generally bear the expense of repairing weather-related damage

to solar energy systems.

Homeowner insurance or homeowners generally bear the expense of repairing weather-related damage to

solar energy systems.

However, in these circumstances, we make our install teams available to remove, repair and reinstall the systems.

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core business model seeks to accelerate this transition to renewable energy, there are inherent climate-related risks to our business

Warming temperatures throughout the United States, including Florida, our biggest market, have contributed to extreme

weather, intense drought, and increased wildfire risks.

These events have the potential to disrupt our business, the operations of our

third-party suppliers, and our customers, and may cause us to incur additional operational costs.

For instance, natural disasters

and extreme weather events associated with climate change can impact our operations by delaying the installation of our systems, leading

to increased expenses and decreased revenue and cash flows.

They can also cause a decrease in the output from our systems due to smoke

Additionally, if weather patterns significantly shift due to climate change, it may be harder to predict the average annual amount

of sunlight striking each location where our solar energy systems are installed and energy output from our systems could be reduced in

the short-term or long-term in certain areas.

This could make our solar service offerings less economical overall, make individual

systems less economical, or reduce demand for our products, as well as damage our reputation to the extent energy generation from our

products does not meet customer expectations.

For more information regarding risks posed by meteorological conditions, see “ Risk

Factors — Sales and installation of solar energy systems depend heavily on suitable meteorological and environmental conditions.

If meteorological or environmental conditions are unexpectedly unfavorable, the electricity production from our solar service offerings

may be below our expectations, and our ability to timely deploy new systems may be adversely impacted.

Warming temperatures throughout the United States, including Florida, our biggest market, have contributed to extreme weather,

intense drought, and increased wildfire risks.

These events have the potential to disrupt our business, the operations of our third-party

suppliers, and our customers, and may cause us to incur additional operational costs.

For instance, natural disasters and extreme weather

events associated with climate change can impact our operations by delaying the installation of our systems, leading to increased expenses

and decreased revenue and cash flows.

They can also cause a decrease in the output from our systems due to smoke or haze.

Additionally,

if weather patterns significantly shift due to climate change, it may be harder to predict the average annual amount of sunlight striking

each location where our solar energy systems are installed and energy output from our systems could be reduced in the short-term or long-term

in certain areas.

This could make our solar service offerings less economical overall, make individual systems less economical, or reduce

demand for our products, as well as damage our reputation to the extent energy generation from our products does not meet customer expectations.

For more information regarding risks posed by meteorological conditions, see “ Risk Factors — Sales and installation of

solar energy systems depend heavily on suitable meteorological and environmental conditions.

If meteorological or environmental conditions

are unexpectedly unfavorable, the electricity production from our solar service offerings may be below our expectations, and our ability

to timely deploy new systems may be adversely impacted.

Our business has benefited from the declining

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materials necessary to manufacture them, supply chain disruptions, tariff penalties, duties, and trade barriers, export regulations, regulatory

or contractual limitations, industry market requirements and industry standards, changes in technology, the loss of or changes in

economic governmental incentives, inflation or other factors.

An increase in the prices of solar energy system components and raw materials

could slow our growth and cause our business and results of operations to suffer.

See “ Risk Factors — Increases in

the cost or reduction in supply of solar energy system and energy storage system components due to tariffs or trade restrictions announced

or imposed by the U.S.

or contractual limitations, industry market requirements and industry standards, changes in technology, the loss of or changes in economic

governmental incentives, inflation or other factors.

An increase in the prices of solar energy system components and raw materials could

slow our growth and cause our business and results of operations to suffer.

See “ Risk Factors — Increases in the cost or

reduction in supply of solar energy system and energy storage system components due to tariffs or trade restrictions announced or imposed

government could have an adverse effect on our business, financial condition and results of operations.

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● growing our customer base;

● reducing our operating costs by lowering our customer acquisition

costs and optimizing our design and installation processes and supply chain logistics even as we expand into additional geographic markets;

● maintaining or further lowering our cost of capital;

● reducing the cost of components for our solar service offerings;

● growing and maintaining our sales network;

● maintaining high levels of product quality, performance,

and customer satisfaction;

● growing our direct-to-consumer business to scale.

● reducing our operating costs

by lowering our customer acquisition costs and optimizing our design and installation processes and supply chain logistics even as we

expand into additional geographic markets;

● maintaining or further lowering

our cost of capital;

● reducing the cost of components

for our solar service offerings;

● growing and maintaining our

sales network;

● maintaining high levels of

product quality, performance, and customer satisfaction;

● growing our direct-to-consumer

business to scale.

Even if we do operate profitably, we may be unable

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we use could be affected by circumstances beyond our control, including:

● Increases in

the cost or reduction in supply of solar energy system and energy storage system components

due to tariffs or trade restrictions announced or imposed by the U.S.

Recently, the U.S.

government has announced or implemented various tariff and trade regulations

impacting imported goods, including components for solar energy systems and energy storage

These measures have included the introduction of a baseline tariff on many imports

and the imposition or adjustment of higher tariffs on goods from specific countries that

are significant sources of supply of our components.

These recent tariffs and other trade

measures, in combination with other factors such as supply chain constraints, increased demand

for solar systems in the U.S.

and Europe, rising inflation, and higher labor, material, and

shipping costs, have contributed or are expected to contribute to increases in the cost of

domestic and imported solar panels, inverters, and related equipment, which includes batteries.

The tariffs may also result in decreased availability and/or increased procurement time for

solar system equipment.

Measures retaliating to the new tariffs have been announced by some

countries, and other responses are likely.

The new tariffs, and continued volatility in trade

policy may impact our gross margins and growth, due to factors such as increased procurement

and installation costs, profit margin compression or the need to pass increased costs to

consumers, supply chain disruption, and competitive disadvantages relative to market participants

with more favorable supply arrangements.

● Industry-wide shortages of key components and instruments,

including batteries and inverters, in times of rapid industry growth.

The manufacturing infrastructure for

some of these components has a long lead-time, requires significant capital investment and relies on the continued availability of key

commodity materials, potentially resulting in an inability to meet demand for these components.

● Industry-wide shortages

of key components and instruments, including batteries and inverters, in times of rapid industry growth.

The manufacturing infrastructure

for some of these components has a long lead-time, requires significant capital investment and relies on the continued availability of

key commodity materials, potentially resulting in an inability to meet demand for these components.

The solar industry is currently experiencing

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in turn may result in price increases for such components.

Even if industry-wide shortages do not occur, suppliers may decide to

allocate key components or instruments with high demand or insufficient production capacity to more profitable customers, customers with

long-term supply agreements or customers other than us.

As a result, our ability to originate solar energy systems and energy storage

systems may be reduced.

● Natural disasters and other events beyond our control (such

as earthquakes, wildfires, flooding, hurricanes, freezes, tsunamis, typhoons, volcanic eruptions, droughts, tornadoes, power outages

or other natural disasters, the effects of climate change and related extreme weather, public health issues and pandemics, war, terrorism,

government restrictions or limitations on trade, impediments to international shipping and geopolitical unrest and uncertainties).

● Human rights and forced labor issues in foreign countries

Even if industry-wide shortages do not occur, suppliers may decide to allocate

key components or instruments with high demand or insufficient production capacity to more profitable customers, customers with long-term

supply agreements or customers other than us.

As a result, our ability to originate solar energy systems and energy storage systems may

● Natural disasters and other

events beyond our control (such as earthquakes, wildfires, flooding, hurricanes, freezes, tsunamis, typhoons, volcanic eruptions,

droughts, tornadoes, power outages or other natural disasters, the effects of climate change and related extreme weather, public health

issues and pandemics, war, terrorism, government restrictions or limitations on trade, impediments to international shipping and geopolitical

unrest and uncertainties).

● Human rights and forced

labor issues in foreign countries and the U.S.

government’s response to them .

In particular, the withhold release order issued by U.S.

and Border Protection in June 2021 applicable to certain silica-based products manufactured in the Xinjiang Uyghur Autonomous

In particular, the withhold release order issued

Customs and Border Protection in June 2021 applicable to certain silica-based products manufactured in the Xinjiang Uyghur Autonomous

Region (“ XUAR ”) of China, and any other allegations regarding forced labor in China and U.S.

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to prohibit the importation of any goods derived from forced labor, has affected and may continue to affect our operations.

Uyghur Forced Labor Prevention Act (“ UFLPA ”) that former President Biden signed into law on December 23,

the Uyghur Forced Labor Prevention Act (“ UFLPA ”) that former President Biden signed into law on December 23,

2021, which took effect on June 21, 2022, has affected and may continue to affect our supply chain and operations.

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including supply chain constraints, increased demand for solar systems in the U.S.

and Europe, rising inflation, and higher labor,

material, and shipping costs.

We do not have information that allows us to quantify the specific amount of price increases attributable

to the tariffs and trade regulations described.

and Europe, rising inflation, and higher labor, material,

and shipping costs.

We do not have information that allows us to quantify the specific amount of price increases attributable to the

tariffs and trade regulations described.

For more information regarding UFLPA and risks related thereto, see “ Risk Factors —

— Increases in the cost or reduction in supply of solar energy system and energy storage system components due to tariffs

or trade restrictions announced or imposed by the U.S.

government could have an adverse effect on our business, financial condition

and results of operations.

Increases in the cost or reduction in supply of solar energy system and energy storage system components due to tariffs or trade restrictions

announced or imposed by the U.S.

government could have an adverse effect on our business, financial condition and results of operations.

● Russia’s war on Ukraine.

do not materially rely directly or indirectly on goods or services sourced in Russia, Ukraine or Belarus, or have any material business

We do not materially rely directly or indirectly on goods or services sourced in Russia, Ukraine or Belarus, or have any material business

relationships, connections to, or assets in, Russia, Belarus, or Ukraine.

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tariffs, rising inflation, and higher labor, material, and shipping costs.

We do not have information that allows us

to quantify the specific amount of price increases attributable to Russia’s war on Ukraine.

● Disruptions

to global shipping .

Historically,

we have relied on foreign suppliers and manufacturers for a number of solar energy system

components, instruments and technologies that we purchase.

Our success in the future may

be dependent on our ability to import or transport such products from overseas vendors in

a timely and cost-effective manner.

We may rely heavily on third parties, including

ocean carriers and truckers, both of which are experiencing disruptions, shortages and rate

increases, in that process.

We do not have information that allows us to

quantify the specific amount of price increases attributable to Russia’s war on Ukraine.

● Disruptions to global shipping.

Historically, we have relied on foreign suppliers and manufacturers for a number of solar energy system components, instruments and technologies

that we purchase.

Our success in the future may be dependent on our ability to import or transport such products from overseas vendors

in a timely and cost-effective manner.

We may rely heavily on third parties, including ocean carriers and truckers, both of which are

experiencing disruptions, shortages and rate increases, in that process.

The global shipping industry has experienced and may continue

to experience ocean shipping disruptions, trucking shortages, increased ocean shipping rates

and increased trucking and fuel costs.

There has been and may in the future be a shortage

of shipping capacity from China and other parts of Asia, among other regions, and as a result,

to experience ocean shipping disruptions, trucking shortages, increased ocean shipping rates and increased trucking and fuel costs.

has been and may in the future be a shortage of shipping capacity from China and other parts of Asia, among other regions, and as a result,

our receipt of imported products may be disrupted or delayed.

The shipping industry has also

experienced issues with port congestion and pandemic-related port closures and ship

The shipping industry has also experienced issues with port congestion

and pandemic-related port closures and ship diversions.

The global shipping industry also experienced unprecedented increases in shipping

rates from the trans-Pacific and other ocean carriers due to various factors, including

limited availability of shipping capacity.

In 2023 and 2024, we did not experience any appreciable

delays in supply.

We may find it necessary to rely on an increasingly expensive spot market

and other alternative sources to make up any shortfall in shipping needs.

rates from the trans-Pacific and other ocean carriers due to various factors, including limited availability of shipping capacity.

2024 and 2025, we did not experience any appreciable delays in supply.

We may find it necessary to rely on an increasingly expensive

spot market and other alternative sources to make up any shortfall in shipping needs.

If we cannot obtain substitute materials or components

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If Greentech or one or more of our other suppliers we rely upon to meet anticipated demand

(i) ceases or reduces production due to its financial condition, acquisition by a competitor or otherwise, (ii) is unable to

increase production as industry demand increases, (iii) raises their prices to an extent that cannot be passed on to our customers

without affecting demand or (iv) is otherwise unable to allocate sufficient production to us, it may be difficult to quickly identify

alternative suppliers or to qualify alternative products on commercially reasonable terms.

As a result, our ability to satisfy demand

may be adversely affected.

(i) ceases or reduces production due to its financial condition, acquisition by a competitor or otherwise, (ii) is unable to increase

production as industry demand increases, (iii) raises their prices to an extent that cannot be passed on to our customers without affecting

demand or (iv) is otherwise unable to allocate sufficient production to us, it may be difficult to quickly identify alternative suppliers

or to qualify alternative products on commercially reasonable terms.

As a result, our ability to satisfy demand may be adversely affected.

Although we buy the majority of our equipment

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Completing the sale and installation of a solar

energy system requires many different steps including a site audit, completion of designs, permitting, installation, electrical sign-off and

interconnection.

energy system requires many different steps including a site audit, completion of designs, permitting, installation, electrical sign-off

and interconnection.

Customers may cancel their customer agreement for a limited period, subject to certain conditions, and we have experienced

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In addition, the installation of solar energy

systems and other energy-related products requiring building modifications are subject to oversight and regulation in accordance

with national, state and local laws and ordinances relating to building, fire and electrical codes, safety, environmental protection,

utility interconnection and metering, and related matters.

systems and other energy-related products requiring building modifications are subject to oversight and regulation in accordance with

national, state and local laws and ordinances relating to building, fire and electrical codes, safety, environmental protection, utility

interconnection and metering, and related matters.

We also rely on certain of our and our subcontractors’ employees to maintain

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apply in the selection, supervision, and oversight of our third-party suppliers and subcontractors.

However, because our suppliers

and subcontractors are third parties, ultimately, we cannot guarantee that they will follow applicable laws and regulations, any standards

However, because our suppliers and

subcontractors are third parties, ultimately, we cannot guarantee that they will follow applicable laws and regulations, any standards

we impose, or ethical business practices, such as fair wage practices and compliance with environmental, safety and other local laws,

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or other laws by our suppliers and subcontractors or the divergence of a supplier’s or subcontractor’s labor or other practices

from those generally accepted as ethical in the United States or other markets in which we do business could also attract negative

publicity for us and harm our business, brand and reputation in the market.

from those generally accepted as ethical in the United States or other markets in which we do business could also attract negative publicity

for us and harm our business, brand and reputation in the market.

We use subcontractors to perform certain

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Occupational Safety and Health Act (“ OSHA ”),

Department of Transportation regulations, and equivalent state laws.

Changes to such regulatory requirements, or stricter interpretation

or enforcement of existing laws or regulations, could result in increased costs.

If we fail to comply with applicable workplace safety

and health regulations, even if no work-related serious illness, injury, or death occurs, we may be subject to civil or criminal

enforcement and be required to pay substantial penalties, incur significant capital expenditures, or suspend or limit operations.

accidents, citations, violations, illnesses, injuries or failure to comply with industry best practices may subject us to adverse publicity,

damage our reputation and competitive position and adversely affect our business.

Because individuals hired by us or on our behalf to

perform installation and ongoing operations and maintenance of our solar energy systems and energy storage systems, including our third-party contractors,

are compensated on a per project basis, they are incentivized to work more quickly than installers compensated on an hourly basis.

we have not experienced a high level of injuries to date, this incentive structure may result in higher injury rates than others in the

industry and could accordingly expose us to increased liability.

Department of Transportation (“ DOT ”) regulations, and equivalent state laws.

Changes to such regulatory requirements,

or stricter interpretation or enforcement of existing laws or regulations, could result in increased costs.

If we fail to comply with

applicable workplace safety and health regulations, even if no work-related serious illness, injury, or death occurs, we may be subject

to civil or criminal enforcement and be required to pay substantial penalties, incur significant capital expenditures, or suspend or limit

Any accidents, citations, violations, illnesses, injuries or failure to comply with industry best practices may subject us

to adverse publicity, damage our reputation and competitive position and adversely affect our business.

Because individuals hired by us

or on our behalf to perform installation and ongoing operations and maintenance of our solar energy systems and energy storage systems,

including our third-party contractors, are compensated on a per project basis, they are incentivized to work more quickly than installers

compensated on an hourly basis.

While we have not experienced a high level of injuries to date, this incentive structure may result in

higher injury rates than others in the industry and could accordingly expose us to increased liability.

If we fail to manage our recent and future

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a cost-effective and efficient manner.

If we cannot manage our growth, we may be unable to take advantage of market opportunities,

execute our business strategies or respond to competitive pressures.

This could also result in declines in quality or customer satisfaction,

increased costs, difficulties in introducing new solar service offerings or other operational difficulties.

Any failure to effectively

manage growth could adversely impact our business, operating results, financial condition and reputation.

If we cannot manage our growth, we may be unable to take advantage of market opportunities, execute

our business strategies or respond to competitive pressures.

This could also result in declines in quality or customer satisfaction, increased

costs, difficulties in introducing new solar service offerings or other operational difficulties.

Any failure to effectively manage growth

could adversely impact our business, operating results, financial condition and reputation.

The execution of our growth strategy is

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arrangements for our customers’ purchases.

Most purchasers of our systems have entered into such third-party arrangements to

finance their systems over an extended period of time.

Most purchasers of our systems have entered into such third-party arrangements to finance

their systems over an extended period of time.

Credit markets are unpredictable, and if they

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The general reduction

in available credit to would-be borrowers or lessees, worldwide economic uncertainty, and the condition of worldwide housing markets

could delay or reduce our sales of products to new homebuilders and authorized resellers.

in available credit to would-be borrowers or lessees, worldwide economic uncertainty, and the condition of worldwide housing markets could

delay or reduce our sales of products to new homebuilders and authorized resellers.

The cost of maintenance or repair of solar

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and adversely affect our financial performance and valuation.

Prior to 2023, we generally provided a 25-year workmanship

warranty and 25-year roof penetration warranty to customers.

Beginning in 2023, we generally provide a 10-year workmanship warranty

and a roof penetration warranty of at least five and up to twenty-five years.

Prior to 2023, we generally provided a 25-year

workmanship warranty and 25-year roof penetration warranty to customers.

Beginning in 2023, we generally provide a 10-year workmanship

warranty and a roof penetration warranty of at least five and up to twenty-five years.

For the first two years of the workmanship warranty,

we cover all costs to repair failures covered by the warranty.

After two years, the customer is responsible for certain “truck

roll” or service fees, but we otherwise cover the costs of repair.

For leases, we provide a twenty five-year limited workmanship

warranty and cover all costs for repairs performed under such warranty.

After two years, the customer is responsible for certain “truck roll”

or service fees, but we otherwise cover the costs of repair.

For leases, we provide a twenty five-year limited workmanship warranty and

cover all costs for repairs performed under such warranty.

If a solar system or energy storage system fails

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Manufacturers of the equipment we sell currently

provide a manufacturer’s warranty for 25 years.

If there is a covered failure of equipment, the manufacturer will pay for replacement

provide a manufacturer’s warranty for twenty-five years.

If there is a covered failure of equipment, the manufacturer will pay for

replacement or repair.

These warranties are subject to liability and other limits.

If a customer seeks warranty protection and a warranty provider

is unable or unwilling to perform its warranty obligations, whether as a result of its financial condition or otherwise, or if the term

of the warranty obligation has expired or a liability limit has been reached, there may be a reduction or loss of protection for the affected

assets and an increase in costs to the customer.

Any widespread product failures or operating deficiencies may damage our market reputation

and adversely impact our financial results.

If a customer seeks warranty protection and a warranty

provider is unable or unwilling to perform its warranty obligations, whether as a result of its financial condition or otherwise, or if

the term of the warranty obligation has expired or a liability limit has been reached, there may be a reduction or loss of protection

for the affected assets and an increase in costs to the customer.

Any widespread product failures or operating deficiencies may damage

our market reputation and adversely impact our financial results.

Product liability claims against us or accidents

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systems or products could cause property damage as a result of product malfunctions, defects, improper installation, fire or other causes.

We rely on third-party manufacturing warranties and our general liability insurance to cover product liability claims and have not

obtained separate product liability insurance.

Our solar energy systems, energy storage systems and other products or their components

could be subject to recalls either due to production defects or malfunctions.

Any product liability claim we face could be expensive to

defend and may divert management’s attention.

We rely on third-party manufacturing warranties and our general liability insurance to cover product liability claims and have not obtained

separate product liability insurance.

Our solar energy systems, energy storage systems and other products or their components could be

subject to recalls either due to production defects or malfunctions.

Any product liability claim we face could be expensive to defend

and may divert management’s attention.

The successful assertion of product liability claims against us could result in potentially

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Energy Regulatory Commission (“ FERC ”), in promulgating the first form of small generator interconnection procedures,

recommended limiting customer-sited intermittent generation resources, such as our solar energy systems, to a certain percentage

of peak load on a given electrical feeder circuit.

recommended limiting customer-sited intermittent generation resources, such as our solar energy systems, to a certain percentage of peak

load on a given electrical feeder circuit.

Similar limits have been adopted by many states as a de facto standard and could constrain

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As adoption of solar distributed generation rises,

along with the increased operation of utility-scale solar generation, the amount of solar energy being contributed to the electrical

grid may surpass the capacity anticipated to be needed to meet aggregate demand.

If solar generation resources reach a level capable of

producing an over-generation situation, some existing solar generation resources may have to be curtailed to maintain operation of

the electrical grid.

In the event such an over-generation situation were to occur, this could also result in a prohibition on the

installation of new solar generation resources.

The adverse effects of such a curtailment or prohibition without compensation could adversely

impact our business, results of operations, future growth and cash flows.

along with the increased operation of utility-scale solar generation, the amount of solar energy being contributed to the electrical grid

may surpass the capacity anticipated to be needed to meet aggregate demand.

If solar generation resources reach a level capable of producing

an over-generation situation, some existing solar generation resources may have to be curtailed to maintain operation of the electrical

In the event such an over-generation situation were to occur, this could also result in a prohibition on the installation of new

solar generation resources.

The adverse effects of such a curtailment or prohibition without compensation could adversely impact our business,

results of operations, future growth and cash flows.

Our headquarters and other facilities, the

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disruptions, including hurricanes or other extreme weather events.

For the twelve months ended December 31, 2024,

approximately 53% of our sales were made in Florida, and for the twelve months ended December 31, 2023, approximately 92% of our

sales were made in Florida.

This concentration of our customer base and operational infrastructure could lead to our business and results

of operations being particularly susceptible to adverse economic, regulatory, political, weather and other conditions in this market and

in other markets that may become similarly concentrated.

For the year ended December 31, 2025, approximately

11% of our net revenues were generated in Florida, 32% in Ohio, and 32% in Virginia.

For the year ended December 31, 2024, approximately

53% of our net revenues were generated in Florida.

This concentration of our customer base and operational infrastructure could lead to

our business and results of operations being particularly susceptible to adverse economic, regulatory, political, weather and other conditions

in this market and in other markets that may become similarly concentrated.

In Florida, we maintain offices for operations

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direct-to-home, homebuilder, retail, and e-commerce channels, or adapt to a remote selling model, we may incur significant costs.

In addition, we may not initially or ever be successful in utilizing these new channels.

Furthermore, we may not be able to compete successfully

with companies with a historical presence in such channels, and we may not realize the anticipated benefits of entering such channels,

including efficiently increasing our customer base and ultimately reducing costs.

Entering new channels also poses the risk of conflicts

between sales channels.

If we are unable to successfully compete in new channels, our operating results and growth prospects could be

adversely affected.

we may not initially or ever be successful in utilizing these new channels.

Furthermore, we may not be able to compete successfully with

companies with a historical presence in such channels, and we may not realize the anticipated benefits of entering such channels, including

efficiently increasing our customer base and ultimately reducing costs.

Entering new channels also poses the risk of conflicts between

sales channels.

If we are unable to successfully compete in new channels, our operating results and growth prospects could be adversely

Obtaining a sales contract with a potential

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We have in the past and may in the future acquire

one or more companies, project pipelines, projects, SRECs , products, or technologies or enter into joint ventures or other

strategic transactions.

We may not realize the anticipated benefits of past or future investments, strategic transactions, or acquisitions,

and these transactions involve numerous risks that are not within our control.

These risks include the following, among others:

● failure to satisfy the required conditions and otherwise

complete a planned acquisition, joint venture or other strategic transaction on a timely basis or at all;

● legal or regulatory proceedings, if any, relating to a planned

acquisition, joint venture or other strategic transaction and the outcome of such legal proceedings;

● difficulty in assimilating the operations, systems, and personnel

of the acquired company;

● difficulty in effectively integrating the acquired technologies

or products with our current products and technologies;

● difficulty in maintaining controls, procedures and policies

during the transition and integration;

● disruption of our ongoing business and distraction of our

management and employees from other opportunities and challenges due to integration issues;

● difficulty integrating the acquired company’s accounting,

management information and other administrative systems;

● inability to retain key technical and managerial personnel

of the acquired business;

● inability to retain key customers, vendors and other business

partners of the acquired business;

● inability to achieve the financial and strategic goals for

the acquired and combined businesses;

● incurring acquisition-related costs or amortization

costs for acquired intangible assets that could impact our results of operations;

● significant post-acquisition investments that may lower

the actual benefits realized through the acquisition;

● potential failure of the due diligence processes to identify

significant issues with product quality, legal, and financial liabilities, among other things;

● moderating and anticipating the impacts of inherent or emerging

seasonality in acquired customer agreements;

● potential inability to assert that internal controls over

financial reporting are effective;

● potential inability to obtain, or obtain in a timely manner,

approvals from governmental authorities, which could delay or prevent such acquisitions.

one or more companies, project pipelines, projects, solar renewable energy credits (“ SRECs ”), products, or technologies

or enter into joint ventures or other strategic transactions.

We may not realize the anticipated benefits of past or future investments,

strategic transactions, or acquisitions, and these transactions involve numerous risks that are not within our control.

These risks include

the following, among others:

● failure to satisfy the required

conditions and otherwise complete a planned acquisition, joint venture or other strategic transaction on a timely basis or at all;

● legal or regulatory proceedings,

if any, relating to a planned acquisition, joint venture or other strategic transaction and the outcome of such legal proceedings;

● difficulty in assimilating

the operations, systems, and personnel of the acquired company;

● difficulty in effectively integrating

the acquired technologies or products with our current products and technologies;

● difficulty in maintaining controls,

procedures and policies during the transition and integration;

● disruption of our ongoing business

and distraction of our management and employees from other opportunities and challenges due to integration issues;

● difficulty integrating the

acquired company’s accounting, management information and other administrative systems;

● inability to retain key technical

and managerial personnel of the acquired business;

● inability to retain key customers,

vendors and other business partners of the acquired business;

● inability to achieve the financial

and strategic goals for the acquired and combined businesses;

● incurring acquisition-related

costs or amortization costs for acquired intangible assets that could impact our results of operations;

● significant post-acquisition

investments that may lower the actual benefits realized through the acquisition;

● potential failure of the due

diligence processes to identify significant issues with product quality, legal, and financial liabilities, among other things;

● moderating and anticipating

the impacts of inherent or emerging seasonality in acquired customer agreements;

● potential inability to assert

that internal controls over financial reporting are effective;

● potential inability to obtain,

or obtain in a timely manner, approvals from governmental authorities, which could delay or prevent such acquisitions.

Our failure to address these risks, or other problems

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Future acquisitions could also result in dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities,

amortization expenses, incremental expenses or the write-off of goodwill, any of which could harm our financial condition or results

of operations.

amortization expenses, incremental expenses or the write-off of goodwill, any of which could harm our financial condition or results of

Mergers and acquisitions are inherently risky,

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cannot be certain that we have adequately protected or will be able to adequately protect it because, among other reasons:

● others may not be deterred from misappropriating our intellectual

property despite the existence of laws or contracts prohibiting such misappropriation and information security measures designed to deter

or prevent misappropriation of our intellectual property;

● we have not obtained intellectual property assignment agreements

from our founders or from a contract developer of certain software that we intend to use;

● foreign intellectual property laws and associated foreign

legal enforcement regimes may not adequately protect our intellectual property rights;

● policing unauthorized use of our intellectual property may

be difficult, expensive, and time-consuming, the remedy obtained may be inadequate to restore protection of our intellectual property,

and moreover, we may be unable to determine the extent of any unauthorized use.

● others may not be deterred

from misappropriating our intellectual property despite the existence of laws or contracts prohibiting such misappropriation and information

security measures designed to deter or prevent misappropriation of our intellectual property;

● we have not obtained intellectual

property assignment agreements from our founders or from a contract developer of certain software that we intend to use;

● foreign intellectual property

laws and associated foreign legal enforcement regimes may not adequately protect our intellectual property rights;

● policing unauthorized use of

our intellectual property may be difficult, expensive, and time-consuming, the remedy obtained may be inadequate to restore protection

of our intellectual property, and moreover, we may be unable to determine the extent of any unauthorized use.

In addition, we cannot be certain that our intellectual

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Any future litigation required to enforce our intellectual property, to protect our trade secrets or

know-how or to defend us or indemnify others against claimed infringement of the rights of third parties could harm our business,

financial condition, and results of operations.

know-how or to defend us or indemnify others against claimed infringement of the rights of third parties could harm our business, financial

condition, and results of operations.

We use “open source” software

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subject to open source licenses or subject us to possible litigation or other actions that could adversely affect our business.

We utilize software that is licensed under so-called “open

source,” “free” or other similar licenses, or that contain components that are licensed in such manner.

Our use of open

source software may entail different or greater risks than use of third-party commercial software.

Open source licensors sometimes

do not provide warranties or other contractual protections regarding infringement claims or the quality of the code, and open source software

is sometimes made available to the general public on an “as-is” basis under the terms of a non-negotiable license.

addition, if we combine our proprietary software with open source software in a certain manner, we could, under certain open source licenses,

be required to release the source code of our proprietary software to the public.

We do not believe we have combined any of our proprietary

software with open source software in such a manner, but if that were to occur this would allow our competitors to create similar offerings

with lower development effort and time.

We utilize software that is licensed under so-called

“open source,” “free” or other similar licenses, or that contain components that are licensed in such manner.

Our use of open source software may entail different or greater risks than use of third-party commercial software.

Open source licensors

sometimes do not provide warranties or other contractual protections regarding infringement claims or the quality of the code, and open

source software is sometimes made available to the general public on an “as-is” basis under the terms of a non-negotiable

In addition, if we combine our proprietary software with open source software in a certain manner, we could, under certain open

source licenses, be required to release the source code of our proprietary software to the public.

We do not believe we have combined

any of our proprietary software with open source software in such a manner, but if that were to occur this would allow our competitors

to create similar offerings with lower development effort and time.

We may also face claims alleging noncompliance

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nation-state-supported actors, personnel theft or misuse of information or otherwise, could harm our business.

In addition, we, our

third party service providers upon which we rely and our suppliers may be subject to a variety of evolving threats, such as computer malware

In addition, we, our third

party service providers upon which we rely and our suppliers may be subject to a variety of evolving threats, such as computer malware

(including as a result of advanced persistent threat intrusions), ransomware, malicious code (such as viruses or worms), social engineering

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We depend significantly on our brand and reputation

for high-quality solar service offerings, engineering and customer service to attract customers, contractors and dealers, and grow

our business.

If we fail to continue to deliver our solar service offerings within the planned timelines, if our solar service offerings

do not perform as anticipated or if we damage any customers’ properties or cancel projects, our brand and reputation could be significantly

for high-quality solar service offerings, engineering and customer service to attract customers, contractors and dealers, and grow our

If we fail to continue to deliver our solar service offerings within the planned timelines, if our solar service offerings do

not perform as anticipated or if we damage any customers’ properties or cancel projects, our brand and reputation could be significantly

We also depend greatly on referrals from customers for our growth.

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training them requires significant time, expense and attention.

It can take several months before a new customer service team member

is fully trained and productive at the standards that we have established.

It can take several months before a new customer service team member is

fully trained and productive at the standards that we have established.

If we are unable to hire, develop and retain talented technical

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of our direct-to-consumer channel, we need to recruit, retain and motivate a large number of sales personnel on a continuing basis.

We compete with many other companies for qualified sales personnel, and it could take many months before a new salesperson is fully

trained on our solar service offerings.

If we are unable to hire, develop and retain qualified sales personnel or if they are unable to

achieve desired productivity levels, we may not be able to compete effectively.

compete with many other companies for qualified sales personnel, and it could take many months before a new salesperson is fully trained

on our solar service offerings.

If we are unable to hire, develop and retain qualified sales personnel or if they are unable to achieve

desired productivity levels, we may not be able to compete effectively.

If we or our subcontractors cannot meet our hiring,

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agency, we could be exposed to costly and time-consuming legal proceedings that could result in any number of outcomes.

outcomes of such actions vary, any current or future claims or regulatory actions initiated by or against us, whether successful or not,

could result in significant costs, costly damage awards or settlement amounts, injunctive relief, increased costs of business, fines or

orders to change certain business practices, significant dedication of management time or diversion of significant operational resources,

or otherwise harm our business.

Although outcomes

of such actions vary, any current or future claims or regulatory actions initiated by or against us, whether successful or not, could

result in significant costs, costly damage awards or settlement amounts, injunctive relief, increased costs of business, fines or orders

to change certain business practices, significant dedication of management time or diversion of significant operational resources, or

otherwise harm our business.

If we are not successful in any legal proceedings

and litigation, we may be required to pay significant monetary damages, which could hurt our results of operations.

Lawsuits are time-consuming and

expensive to resolve and divert management’s time and attention.

Although we carry general liability insurance, our insurance may

not cover potential claims or may not be adequate to indemnify us for all liability that may be imposed.

We cannot predict how the courts

will rule in any potential lawsuit against us.

Decisions in favor of parties that bring lawsuits against us could subject us to significant

liability for damages, adversely affect our results of operations and harm our reputation.

Lawsuits are time-consuming

and expensive to resolve and divert management’s time and attention.

Although we carry general liability insurance, our insurance

may not cover potential claims or may not be adequate to indemnify us for all liability that may be imposed.

We cannot predict how the

courts will rule in any potential lawsuit against us.

Decisions in favor of parties that bring lawsuits against us could subject us to

significant liability for damages, adversely affect our results of operations and harm our reputation.

If we are unsuccessful in selling new services

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conditioning systems and warm-weather appliances such as swimming pool pumps.

Our door-to-door sales efforts are also aided

during these months by increased daylight hours, and we have more sales personnel working during these months.

typically have largely or entirely scaled down our sales efforts during the late fall, winter and early spring.

Snow, cold weather or

other inclement weather can delay our installation of products and services.

Our door-to-door sales efforts are also aided during these

months by increased daylight hours, and we have more sales personnel working during these months.

We typically have largely or entirely

scaled down our sales efforts during the late fall, winter and early spring.

Snow, cold weather or other inclement weather can delay our

installation of products and services.

We have experienced seasonal and quarterly fluctuations

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Factors ” section, the following factors could cause our operating results to fluctuate:

● expiration or initiation of any governmental rebates or incentives;

● significant fluctuations in customer demand for our solar

energy services, solar energy systems and energy storage systems;

● our subcontractors’ ability to complete installations

in a timely manner;

● our and our subcontractors’ ability to gain interconnection

permission for an installed solar energy system from the relevant utility;

● the availability, terms and costs of suitable financing;

● our ability to continue to expand our operations and the

amount and timing of expenditures related to this expansion;

● announcements by us or our competitors of significant acquisitions,

strategic partnerships, joint ventures or capital-raising activities or commitments;

● changes in our pricing policies or terms or those of our

competitors, including electric utilities;

● actual or anticipated developments in our competitors’

businesses, technology or the competitive landscape;

● natural disasters or other weather or meteorological conditions.

● expiration or initiation of

any governmental rebates or incentives;

● significant fluctuations in

customer demand for our solar energy services, solar energy systems and energy storage systems;

● our subcontractors’ ability

to complete installations in a timely manner;

● our and our subcontractors’

ability to gain interconnection permission for an installed solar energy system from the relevant utility;

● the availability, terms and

costs of suitable financing;

● our ability to continue to

expand our operations and the amount and timing of expenditures related to this expansion;

● announcements by us or our

competitors of significant acquisitions, strategic partnerships, joint ventures or capital-raising activities or commitments;

● changes in our pricing policies

or terms or those of our competitors, including electric utilities;

● actual or anticipated developments

in our competitors’ businesses, technology or the competitive landscape;

● natural disasters or other

weather or meteorological conditions.

For these or other reasons, the results of any

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to a combination of other factors, including supply chain constraints, increased demand for solar systems in the U.S.

and tariffs and trade regulations.

We do not have information that allows us to quantify the specific amount of cost increases attributable

to inflationary pressures.

and Europe and tariffs

and trade regulations.

We do not have information that allows us to quantify the specific amount of cost increases attributable to inflationary

Fluctuations in interest rates could adversely

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So long as the Convertible OpCo Preferred

Units of OpCo remain outstanding, the Sponsor holds certain consent rights over OpCo’s ability to incur indebtedness, which

could adversely affect the future business and operations of OpCo and Zeo, including by decreasing its business flexibility.

Units of OpCo remain outstanding, the Sponsor holds certain consent rights over OpCo’s ability to incur indebtedness, which could

adversely affect the future business and operations of OpCo and Zeo, including by decreasing its business flexibility.

The terms of the amended and restated limited

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so long as the Convertible OpCo Preferred Units remain outstanding.

As a result, OpCo needs to obtain the prior written consent of

Sponsor before incurring any additional indebtedness (subject to the terms of OpCo A&R LLC Agreement).

Because Sponsor has interests

that are different than, or in addition to and which may conflict with, the interests of OpCo and Zeo, there is no assurance that Sponsor

will consent to any proposed future incurrence of debt.

Therefore, Sponsor has the ability to influence the outcome of certain matters

affecting OpCo and Zeo, and OpCo may be unable to raise additional debt financing to operate during general economic or business downturns,

take advantage of new business opportunities, and/or pursue its business strategies.

As a result, OpCo needs to obtain the prior written consent of Sponsor

before incurring any additional indebtedness (subject to the terms of OpCo A&R LLC Agreement).

Because Sponsor has interests that

are different than, or in addition to and which may conflict with, the interests of OpCo and Zeo, there is no assurance that Sponsor will

consent to any proposed future incurrence of debt.

Therefore, Sponsor has the ability to influence the outcome of certain matters affecting

OpCo and Zeo, and OpCo may be unable to raise additional debt financing to operate during general economic or business downturns, take

advantage of new business opportunities, and/or pursue its business strategies.

We have suppliers that are based or manufacture

the products we sell outside the United States, which may subject us to additional business risks, including logistical complexity

and political instability.

the products we sell outside the United States, which may subject us to additional business risks, including logistical complexity and

political instability.

A portion of our supply agreements are with manufacturers

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Risks we face in conducting business internationally include:

● multiple, conflicting and changing laws and regulations relating

to employment, safety, environmental protection, international trade, and other government approvals, permits, and licenses and regulatory

requirements;

● financial risks, such as longer sales and payment cycles,

greater difficulty enforcing rights and remedies and capital controls or other restrictions on the transfer of funds;

● currency fluctuations, government-fixed foreign exchange

rates, the effects of currency hedging activity and the potential inability to hedge currency fluctuations;

● the effects of Russia’s war against Ukraine and other

political and economic instability, including wars, acts of terrorism, political unrest, boycotts, curtailments of trade, nationalization

of assets, and other business restrictions;

● trade barriers such as import and export requirements or

restrictions, licensing requirements, tariffs, taxes and other restrictions and expenses for which we may have responsibility, which

could increase the prices of our products;

● liabilities associated with compliance with laws (for example,

the Foreign Corrupt Practices Act in the United States and similar laws outside of the United States).

● the effects of Russia’s war on Ukraine, which, while

we believe Russia’s war on Ukraine has contributed to price increases for components that we purchase, we believe that the increases

to the cost of our components were also due to a combination of other factors, including supply chain constraints, increased demand for

solar systems in the U.S.

and Europe, tariffs and trade regulations, rising inflation, and higher labor, material, and shipping

We do not have information that allows us to quantify the specific amount of price increases attributable to Russia’s war

on Ukraine and do not materially rely directly or indirectly on goods or services sources in Russia, Ukraine or Belarus or have any material

business relationships, connections to, or assets in, Russia, Belarus or Ukraine.

● multiple, conflicting and changing

laws and regulations relating to employment, safety, environmental protection, international trade, and other government approvals, permits,

and licenses and regulatory requirements;

● financial risks, such as longer

sales and payment cycles, greater difficulty enforcing rights and remedies and capital controls or other restrictions on the transfer

● currency fluctuations, government-fixed

foreign exchange rates, the effects of currency hedging activity and the potential inability to hedge currency fluctuations;

● the effects of Russia’s

war on Ukraine and other political and economic instability, including wars, acts of terrorism, political unrest, boycotts, curtailments

of trade, nationalization of assets, and other business restrictions;

● trade barriers such as import

and export requirements or restrictions, licensing requirements, tariffs, taxes and other restrictions and expenses for which we may

have responsibility, which could increase the prices of our products;

● liabilities associated with

compliance with laws (for example, the Foreign Corrupt Practices Act in the United States and similar laws outside of the United States).

● the effects of Russia’s

war on Ukraine, which, while we believe Russia’s war on Ukraine has contributed to price increases for components that we purchase,

we believe that the increases to the cost of our components were also due to a combination of other factors, including supply chain constraints,

increased demand for solar systems in the U.S.

and Europe, tariffs and trade regulations, rising inflation, and higher labor, material,

and shipping costs.

We do not have information that allows us to quantify the specific amount of price increases attributable to Russia’s

war on Ukraine and do not materially rely directly or indirectly on goods or services sources in Russia, Ukraine or Belarus or have any

material business relationships, connections to, or assets in, Russia, Belarus or Ukraine.

We must work with our suppliers to effectively

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leasing companies to offer customers the option of leasing our solar energy systems.

During 2024, the majority of our customers who

entered into leasing agreements have done so with third-party leasing companies Palmetto Solar, LLC d/b/a LightReach, Sunnova Energy

Corporation (“Sunnova”), or third party leasing companies established and managed by White Horse Energy.

Thus far, such companies

have had sufficient assets to finance the purchase of systems for each of our customers who have signed agreements for leased solar energy

systems to be installed on their home and for whom the installation processes have been completed.

However, no assurance can be given

that this will continue, and if such companies decide not to continue to provide financing for leases due to general market conditions,

changes in tax benefits associated with our solar systems, concerns about their or our business or prospects, or any other reason, or

if they materially change the terms under which they are willing to pay us to install and service leased solar energy systems, and we

cannot timely replace them, this could have an adverse effect on our business, financial condition and results of operations.

Additionally,

such companies may fail to pay or delay the payment of amounts owed to us for several reasons, including financial difficulties resulting

from macroeconomic conditions, and extended delays or defaults in payment could adversely affect our business, results of operations,

cash flows and financial condition.

To mitigate the foregoing risks, we have identified additional leasing partners and are negotiating

business arrangements with them to increase the number of leasing parties we have the ability to work with.

During 2024 and 2025, the majority of our customers

who entered into leasing agreements have done so with third-party leasing companies such as Palmetto Solar, LLC d/b/a LightReach (“Solar”),

Sunnova Energy Corporation (“Sunnova”), Goodleap LLC or a third party leasing company established and managed by White Horse

Thus far, such companies have had sufficient assets to finance the purchase of systems for each of our customers who have signed

agreements for leased solar energy systems to be installed on their home and for whom the installation processes have been completed.

However, no assurance can be given that this will continue, and if such companies decide not to continue to provide financing for leases

due to general market conditions, changes in tax benefits associated with our solar systems, concerns about their or our business or prospects,

or any other reason, or if they materially change the terms under which they are willing to pay us to install and service leased solar

energy systems, and we cannot timely replace them, this could have an adverse effect on our business, financial condition and results

of operations.

Additionally, such companies may fail to pay or delay the payment of amounts owed to us for several reasons, including

financial difficulties resulting from macroeconomic conditions, and extended delays or defaults in payment could adversely affect our

business, results of operations, cash flows and financial condition.

To mitigate the foregoing risks, we have identified additional leasing

partners and are negotiating business arrangements with them to increase the number of leasing parties we have the ability to work with.

We intend to seek out additional third-party

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be able to successfully do so.

System leases represented 8% of our installations

in 2023 and approximately 64% in the twelve months ended December 31, 2024.

Approximately 44% of those leases are owned by Solar, and

if (i) Solar terminates their relationship with us, (ii) Solar does not have sufficient assets in the future to provide financing

System leases of our installations during the

year ended December 31, 2025 and 2024, were approximately 98% and 64%, respectively.

Approximately 44% of those leases are owned by Solar,

and if (i) Solar terminates their relationship with us, (ii) Solar does not have sufficient assets in the future to provide financing

for customers wishing to lease their solar energy systems, (iii) we cannot enter into new arrangements with other third-party investors

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to cover our future expected maintenance costs.

If our solar energy systems require an above-average amount of repairs or if the

cost of repairing systems were higher than our estimate, we may need to perform such services without additional compensation.

If our solar energy systems require an above-average amount of repairs or if the cost

of repairing systems were higher than our estimate, we may need to perform such services without additional compensation.

Members of our management team have interests

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our business or create conflicts of interests.

Our transactions with related parties may

create conflicts of interest that could adversely affect our business or financial condition.

We have entered into, and may in the future enter

into, transactions with our executive officers, directors, and significant stockholders, notably White Horse Energy, a holding company

of which Timothy Bridgewater, Zeo’s Chairman and Chief Executive Officer, is the owner and the manager.

In particular, approximately

30% of Zeo’s customers who have entered into leasing agreements have done so with third-party leasing companies established and

managed by White Horse Energy.

These transactions may not be on terms as favorable to us as those we could have obtained from an

unrelated third party.

The existence of these transactions may create conflicts of interest for Mr.

Bridgewater that may not be

resolved on terms favorable to our company, if at all.

If these transactions are not perceived as fair or are found to be improper,

we could face increased regulatory scrutiny, shareholder litigation, or a loss of investor confidence, any of which could result in a

decline in our stock price.

Risks Related to Regulation and Policy

Increases in the cost or reduction in supply

of solar energy system and energy storage system components due to tariffs or trade restrictions announced or imposed by the U.S.

could have an adverse effect on our business, financial condition and results of operations.

On April 2, 2025, the U.S.

government introduced

a baseline tariff on nearly all goods imported into the U.S and higher tariffs on specific countries.

For example, certain proposed tariffs

on goods imported from China and specific Southeast Asian countries that are sources of solar components have been announced at significant

percentage rates, although the application and final rates of these measures are being actively negotiated, remain subject to government

action, and may differ from initial proposals.

Shortly after the initial announcement, the U.S.

government announced a delay in applying

certain of these tariffs, while other measures, such as the baseline tariff and increased tariff on Chinese imports, remained in effect

or were implemented as initially announced or modified.

As of the date of this Report, the tariff rates on imports from China have been

set at substantial levels, and rates for other countries remain subject to ongoing review and potential implementation.

Less than 10%

of the solar components and equipment we purchase for the solar systems we install are manufactured in the United States.

The new tariffs

are likely to result in price increases for domestic and imported solar panels, inverters, and related equipment.

The tariffs may also

result in decreased availability and/or increased procurement time for solar system equipment.

Measures retaliating to the new tariffs

have been announced by some countries, and other responses are likely.

Going forward, the tariff environment and effects

on the supply chain are likely to remain in flux.

As changes occur, we will continue to assess our procurement and pricing strategies.

The new tariffs, and continued volatility in trade policy may impact our gross margins and growth, due to factors such as increased procurement

and installation costs, profit margin compression or the need to pass increased costs to consumers, supply chain disruption, and competitive

disadvantages relative to market participants with more favorable supply arrangements.

Trade policy may evolve further in ways that are

adverse to our business.

As examples, if current tariffs are extended or increased, or if retaliatory actions or supply shortages arise,

our financial condition, results of operations, and future growth prospects could be materially and adversely affected.

We continue to

monitor these developments closely and revise our pricing models and sourcing strategies in response.

However, there can be no assurance

that such measures will be sufficient to mitigate the impact of the trade restrictions and their impacts on the supply chain and market

demand for our products.

Additionally, China is a major producer of solar

cells (the main components of solar panels) and other solar products.

Certain solar cells, panels, laminates and panels from China are

subject to various U.S.

antidumping and countervailing duty rates, depending on the exporter supplying the product, imposed by the

government as a result of determinations that the U.S.

was materially injured as a result of such imports being sold at

less than fair value and subsidized by the Chinese government.

Historically, we and our subcontractors regularly surveyed the market to

identify multiple alternative locations for product manufacturers.

Nonetheless, many of the solar products we purchase are from manufacturers

in China or from manufacturers in other jurisdictions who rely, in part, on products sourced in China.

If alternative sources are not

available on competitive terms in the future, we and our subcontractors may be required to purchase these products from manufacturers

In addition, tariffs on solar cells, panels and inverters in China may put upward pressure on prices of these products in other

jurisdictions from which we or our subcontractors currently purchase equipment, which could reduce our ability to offer competitive pricing

to potential customers.

The antidumping and countervailing duties discussed

above are subject to annual review and may be increased or decreased.

Furthermore, under Section 301 of the Trade Act of 1974,

the Office of the United States Trade Representative (“ USTR ”) imposed tariffs on $200 billion worth

of imports from China, including inverters and certain AC panels and non-lithium-ion batteries, effective September 24, 2018.

In May 2019, the tariffs were increased from 10% to 25% and may be raised by the USTR in the future.

Since these tariffs impact the

purchase price of the solar products, these tariffs raise the cost associated with purchasing these solar products from China and reduce

the competitive pressure on providers of solar cells not subject to these tariffs.

In August 2021, an anonymous trade group

filed a petition with the U.S.

Department of Commerce (the “ Department of Commerce ”) requesting an investigation

into whether solar panels and cells imported from Malaysia, Thailand and Vietnam are circumventing anti-dumping and countervailing

duties imposed on solar products manufactured in China.

The group also requested the imposition of tariffs on such imports ranging from

In November 2021, the Department of Commerce rejected the petition, citing the petitioners’ ongoing

anonymity as one of the reasons for its decision.

In March 2022, the Department of Commerce announced it is initiating country-wide circumvention

inquiries to determine whether imports of solar cell and panels produced in Cambodia, Malaysia, Thailand and Vietnam that use components

from China are circumventing anti-dumping and countervailing duty orders on solar cells and panels from China.

The Department of

Commerce’s inquiries were initiated pursuant to a petition filed by Auxin Solar, Inc.

on February 8, 2022.

While the investigation remains ongoing, in December 2022,

the Department of Commerce announced its preliminary determination in the investigation.

In its determination, the Department of Commerce

found that certain Chinese solar manufacturers circumvented U.S.

import duties by routing some of their operations through Cambodia,

Malaysia, Thailand and Vietnam.

Given the Department of Commerce preliminarily found that circumvention was occurring through each of

the four Southeast Asian countries, the Department of Commerce made a “country-wide” circumvention finding, which designates

each country as one through which solar cells and panels are being circumvented from China.

However, companies in these countries will

be permitted to certify they are not circumventing the U.S.

import duties, in which case the circumvention findings may not apply.

The Department of Commerce will take a number of additional steps before issuing a final determination.

In particular, the Department

of Commerce will conduct in-person audits to verify the information that was the basis of its preliminary determination.

the Department of Commerce will gather public comments on the preliminary determination to consider before issuing its final determination.

Notably, however, on June 6, 2022, the President of the United States issued an emergency declaration establishing a tariff

exemption of two years for solar panels and cells imported from Cambodia, Malaysia, Thailand and Vietnam, delaying the possibility

of the imposition of dumping duties until the end of such two-year period.

In September 2022, the Department of Commerce issued

its final rule effectuating the two-year exemption period, and new dumping duties will not be imposed on solar panels and cells imported

from Cambodia, Malaysia, Thailand and Vietnam until the earlier of two years after the date of the emergency declaration or when

the emergency is terminated.

Tariffs may be reinstated following the exemption period, but imports of solar cells and panels will not

be subject to retroactive tariffs during the exemption period.

The addition of new dumping duties would significantly disrupt the supply

of solar cells and panels to customers in the U.S., as a large percentage of solar cells and panels used in the U.S.

from Cambodia, Malaysia, Thailand and Vietnam.

If imposed, these or similar tariffs could put upward pressure on prices of these solar

products, which could reduce our ability to offer competitive pricing to potential customers.

In addition, in December 2021, the U.S.

International

Trade Commission recommended the President extend tariffs initially imposed in 2018 on imported crystalline silicon PV cells and panels

for another four years, until 2026.

Under Presidential Proclamation 10339, published in February 2022, former President Biden

extended the tariff beyond the scheduled expiration date of February 6, 2022, with an initial tariff of 14.75%, which will gradually

be reduced to 14% by the eighth year of the measure.

Since such actions increase the cost of imported solar products, to the extent we

or our subcontractors use imported solar products or domestic producers are able to raise their prices for their solar products, the overall

cost of the solar energy systems will increase, which could inhibit our ability to offer competitive pricing in certain markets.

Additionally, the U.S.

government has imposed

various trade restrictions on Chinese entities determined to be acting contrary to U.S.

foreign policy and national security interests.

For example, the Department of Commerce’s Bureau of Industry and Security has added a number of Chinese entities to its entity list

for enabling human rights abuses in the XUAR or for procuring U.S.

technology to advance China’s military modernization efforts,

thereby imposing severe trade restrictions against these designated entities.

Moreover, in June 2021, U.S.

Customs and Border

Protection issued a Withhold Release Order pursuant to Section 307 of the Tariff Act of 1930 excluding the entry into U.S.

of silica-based products (such as polysilicon) manufactured by Hoshine Silicon Industry Co.

(“ Hoshine ”)

and related companies, as well as goods made using those products, based on allegations related to Hoshine labor practices in the XUAR

to manufacture such products.

Additionally, in December 2021, Congress passed the UFLPA, which, with limited exception, prohibits

the importation of all goods or articles mined or produced in whole or in part in the XUAR, or goods or articles mined or produced by

entities working with the XUAR government to recruit, transport or receive forced labor from the XUAR.

To date, intensive examinations,

withhold release orders, and related governmental procedures have resulted in supply chain and operational delays throughout the industry.

Although we maintain policies and procedures designed to maintain compliance with applicable governmental laws and regulations, these

and other similar trade restrictions that may be imposed in the future may cause us to incur substantially higher compliance and due diligence

costs in connection with procurement and have the effect of restricting the global supply of, and raising prices for, polysilicon and

solar products, which could increase the overall cost of solar energy systems, reduce our ability to offer competitive pricing in certain

markets and adversely impact our business and results of operations.

Further, any operational delays or other supply chain disruption

resulting from the human rights concerns or any of the supply chain risks articulated above, associated governmental responses, or a desire

to source products, components, or materials from other manufacturers or regions could result in shipping, sales and installation delays,

cancellations, penalty payments, or loss of revenue and market share, or may cause our key suppliers to seek to re-negotiate terms

and pricing with us, any of which could have a material adverse effect on our business, results of operations, cash flows, and financial

Furthermore, AD and CVD petitions filed on April

24, 2024, against solar cell and module exporters from Cambodia, Malaysia, Thailand, and Vietnam led to the Department of Commerce’s

final affirmative determination in April 2025.

AD and CVD measures (typically, in the form of tariffs) are used to remedy the economic

advantage created by unfair foreign pricing and government subsidies.

Importers must now post cash deposits at rates that differ markedly

by country and by exporter or producer, with non-cooperating parties facing particularly high rates.

These duties may be stacked on top

of other existing tariffs.

The Department of Commerce also upheld prior determinations that “critical circumstances” for certain

importers, potentially exposing shipments made prior to the preliminary determinations to retroactive duty collection.

This demonstrates

that application of AD, CVD, and other trade measures can be complex, potentially involving the stacking of multiple tariff rates on single

imported products and applying liabilities retroactively.

This uncertainty may trigger unplanned costs, tighten margins, and slow growth

for the company.

While we believe the tariffs and trade regulations

described above have contributed to price increases for components that we purchase, we believe that these price increases are also due

to a combination of other factors, including supply chain constraints, increased demand for solar systems in the U.S.

rising inflation, and higher labor, material, and shipping costs.

We cannot predict what additional actions the U.S.

may adopt with

respect to tariffs or other trade regulations or what actions may be taken by other countries in retaliation for such measures.

described above, the adoption and expansion of trade restrictions, the occurrence of a trade war or other governmental action related

to tariffs, trade agreements or related policies have the potential to adversely impact our supply chain and access to equipment, our

costs and ability to economically serve certain markets.

If additional measures are imposed or other negotiated outcomes occur, our ability

or the ability of our subcontractors to purchase these products on competitive terms or to access specialized technologies from other

countries could be further limited, which could adversely affect our business, financial condition and results of operations.

Our business currently depends on the availability

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elimination or reduction of these benefits could adversely impact our business.

Our business depends on government policies that

promote and support solar energy and enhance the economic viability of owning solar energy systems.

federal, state and local

governmental bodies provide incentives to owners, distributors, installers and manufacturers of solar energy systems to promote solar

These incentives include an investment tax credit and income tax credit offered by the federal government, as well as other tax

credits, rebates and SRECs associated with solar energy generation.

We rely on these incentives to lower our cost of capital and to attract

investors, all of which enable us to lower the price we charge customers for our solar service offerings.

These incentives have had a

significant impact on the development of solar energy, but they could change at any time, as further described below.

These incentives

may also expire on a particular date, end when the allocated funding is exhausted, or be reduced, terminated or repealed without notice.

Our business benefits from government policies

that promote and support solar energy and enhance the economic viability of owning or leasing solar energy systems, energy storage, and

certain other energy solutions.

federal, state and local governmental bodies provide incentives to owners, distributors,

installers and manufacturers of solar energy systems to promote solar energy.

These incentives include an investment tax credit and income

tax credit offered by the federal government, as well as other tax credits, rebates and SRECs associated with solar energy generation.

We rely on these incentives to lower our cost of capital and to attract investors, all of which enable us to lower the price we charge

customers for our solar service offerings.

These incentives could change at any time, as further described below.

These incentives may

also expire on a particular date, in some cases end when the allocated funding is exhausted, or may be reduced, terminated or repealed

without notice.

The financial value of certain incentives may also decrease over time.

In December 2017, the Tax Cuts and Job Acts

of 2017 (the “ Tax Act ”) was enacted.

As part of the Tax Act, the corporate income tax rate was reduced, and

there were other changes, including limiting or eliminating various other deductions, credits and tax preferences.

The IRA implemented

a corporate alternative minimum tax of 15% of financial statement income (subject to certain adjustments) for companies that report over

$1 billion in profits to shareholders;

similar to existing law, business credits (including solar energy credits) are limited to

75% of income in excess of $25,000 (with no limit against the first $25,000).

The IRA modified prior law applicable to U.S.

federal tax credits available for solar energy systems, energy storage, and other energy solutions.

The IRA included a “Section

25D” 30% residential clean energy tax credit in connection with the installation of qualifying property that uses solar energy to

generate electricity for residential use.

On July 24, 2025, U.S.

federal legislation Pub.

119-21, 139 Stat.

119-21”) became effective.

119-21 removes the Section 25D credit for systems placed in service after December

More generally, Pub.

119-21 accelerated the phaseout or termination of certain energy tax credits that had been included

in the IRA including the termination, with some exceptions, of certain tax credits for solar projects that are completed after 2027.

In December 2017, the Tax Cuts and Job Acts of

2017 (the “ Tax Act ”) was enacted.

As part of the Tax Act, the corporate income tax rate was reduced, and there

were other changes, including limiting or eliminating various other deductions, credits and tax preferences.

The IRA implemented a corporate

alternative minimum tax of 15% of financial statement income (subject to certain adjustments) for companies that report over $1 billion

in profits to stockholders;

similar to existing law, business credits (including solar energy credits) are limited to 75% of income in

excess of $25,000 (with no limit against the first $25,000).

We cannot predict whether and to what extent the U.S.

income tax rate will change under the Trump administration.

corporate income tax

rate will change in the future.

Congress is constantly considering changes to the tax code.

Further limitations on, or elimination of, the tax benefits that support the financing of solar energy under current U.S.

significantly and adversely impact our business.

The Trump administration is evaluating whether

to seek reductions in the amount of federal tax credits available under the IRA.

If this occurs, or if the federal government introduces

other delays, reductions, or changes in policies that support the residential solar industry, including the tax credits available under

the IRA, this could have an adverse effect on our business.

Additionally, the above-described changes in the government’s trade

policy, and possible changes in tax policy have contributed to investor and consumer uncertainty, and could contribute to a higher interest

rate environment, which may further negatively impact our operations and financing costs.

While it is difficult to predict specific outcomes

at this time, we expect a period of regulatory and policy uncertainty in the near term.

Our business model also relies on multiple tax

exemptions offered at the state and local levels.

For example, some states have property tax exemptions that exempt the value of solar

energy systems in determining values for calculation of local and state real and personal property taxes.

State and local tax exemptions

can have sunset dates, triggers for loss of the exemption, and can be changed by state legislatures and other regulators, and if solar

energy systems were not exempt from such taxes, the property taxes payable by customers would be higher, which could offset any potential

savings our solar service offerings could offer.

Similarly, if state or local legislatures or tax administrators impose property taxes

on third-party owners of solar energy systems, solar companies like us would be subject to higher costs.

In general, we rely on certain state and local

tax exemptions that apply to the sale of equipment, sale of power, or both.

These state and local tax exemptions can expire, can be changed

by state legislatures, or their application to us can be challenged by regulators, tax administrators, or court rulings.

Any changes to,

or efforts to overturn, federal and state laws, regulations or policies that are supportive of solar energy generation or that remove

costs or other limitations on other types of energy generation that compete with solar energy projects could materially and adversely

affect our business.

Further limitations on, or elimination

of, the tax benefits that support the financing of solar energy under current U.S.

law could significantly and adversely impact our business.

government bodies are preparing guidance

on the application and implementation of Pub.

119-21, and the government may continue to seek to reduce the circumstances in which

federal tax credits are available for energy projects.

If this occurs, or if the federal government introduces other delays, reductions,

or changes in policies that support the residential solar industry, including available tax credits, this could have an adverse effect

on our business.

Additionally, the above-described changes in the

government’s trade policy, and possible changes in tax policy have contributed to investor and consumer uncertainty, and could contribute

to a higher interest rate environment, which may further negatively impact our operations and financing costs.

While it is difficult to

predict specific outcomes at this time, we expect a period of regulatory and policy uncertainty in the near term.

Our business model also benefits from tax exemptions

offered at the state and local levels.

For example, some states have property tax exemptions that exempt the value of solar energy systems

in determining values for calculation of local and state real and personal property taxes.

State and local tax exemptions can have sunset

dates, triggers for loss of the exemption, and can be changed by state legislatures and other regulators, and if solar energy systems

were not exempt from such taxes, the property taxes payable by customers would be higher, which could offset any potential savings our

solar service offerings could offer.

Similarly, if state or local legislatures or tax administrators impose property taxes on third-party

owners of solar energy systems, solar companies like us would be subject to higher costs.

In general, we benefit from certain state and

local tax exemptions that apply in some jurisdictions to the sale of equipment, sale of power, or both.

These state and local tax exemptions

can expire, can be changed by state legislatures, or their application to us can be challenged by regulators, tax administrators, or court

Any changes to, or efforts to overturn, federal and state laws, regulations or policies that are supportive of solar energy generation

or that remove costs or other limitations on other types of energy generation that compete with solar energy projects could materially

and adversely affect our business.

We rely on certain utility rate structures,

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to serve their own energy load using on-site generation while avoiding the full retail volumetric charge for electricity.

that is generated by a solar energy system and consumed on-site avoids a retail energy purchase from the applicable utility, and

excess electricity that is exported back to the electric grid generates a retail credit within a homeowner’s monthly billing period.

At the end of the monthly billing period, if the homeowner has generated excess electricity within that month, the homeowner typically

carries forward a credit for any excess electricity to be offset against future utility energy purchases.

At the end of an annual billing

period or calendar year, utilities either continue to carry forward a credit, or reconcile the homeowner’s final annual or calendar

year bill using different rates (including zero credit) for the exported electricity.

that is generated by a solar energy system and consumed on-site avoids a retail energy purchase from the applicable utility, and excess

electricity that is exported back to the electric grid generates a retail credit within a homeowner’s monthly billing period.

the end of the monthly billing period, if the homeowner has generated excess electricity within that month, the homeowner typically carries

forward a credit for any excess electricity to be offset against future utility energy purchases.

At the end of an annual billing period

or calendar year, utilities either continue to carry forward a credit, or reconcile the homeowner’s final annual or calendar year

bill using different rates (including zero credit) for the exported electricity.

Utilities, their trade associations, and fossil

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the time they applied for interconnection for 20 years.

In 2016, the Arizona Corporation Commission replaced retail net metering

with a net-feed in tariff (a fixed export rate).

Some states set limits on the total percentage of a utility’s customers that

can adopt net metering or set a timeline to evaluate net metering successor tariffs.

For example, South Carolina passed legislation in

2019 that required review of net metering after two years.

In 2021, the South Carolina Public Service Commission approved a portion

of Duke Energy’s proposal that maintains the net metering framework with time-of-use rates and rejected a proposal from Dominion

Energy to eliminate net metering altogether.

In 2021 legislation, Illinois changed its net metering threshold from a percentage of customers

to full retail net metering offered to a date certain (December 31, 2024) with a directed successor tariff that includes values that

distributed resources provide to the distribution grid.

In 2016, the Arizona Corporation Commission replaced retail net metering with

a net-feed in tariff (a fixed export rate).

Some states set limits on the total percentage of a utility’s customers that can adopt

net metering or set a timeline to evaluate net metering successor tariffs.

For example, South Carolina passed legislation in 2019 that

required review of net metering after two years.

In 2021, the South Carolina Public Service Commission approved a portion of Duke Energy’s

proposal that maintains the net metering framework with time-of-use rates and rejected a proposal from Dominion Energy to eliminate net

metering altogether.

In 2021 legislation, Illinois changed its net metering threshold from a percentage of customers to full retail net

metering offered to a date certain (December 31, 2024) with a directed successor tariff that includes values that distributed resources

provide to the distribution grid.

New Jersey currently has no net metering cap;

however, it has a threshold that

triggers commission review of its net metering policy.

States we serve now or in the future may adopt similar policies or net metering

If the net metering caps in these jurisdictions are reached without an extension of net metering policies, homeowners in those jurisdictions

will not have access to the economic value proposition net metering provides.

Our ability to sell our solar service offerings may

be adversely impacted by the failure to extend existing limits to net metering or the elimination of currently existing net metering policies.

The failure to adopt a net metering policy where it currently is not in place would pose a barrier to entry in those states.

2022, Florida Governor DeSantis vetoed legislation that would have established a threshold date and percentage trigger when retail net

metering would have faced declines in the immediate export rate.

however, it has a threshold that triggers commission review

of its net metering policy.

States we serve now or in the future may adopt similar policies or net metering caps.

If the net metering

caps in these jurisdictions are reached without an extension of net metering policies, homeowners in those jurisdictions will not have

access to the economic value proposition net metering provides.

Our ability to sell our solar service offerings may be adversely impacted

by the failure to extend existing limits to net metering or the elimination of currently existing net metering policies.

The failure to

adopt a net metering policy where it currently is not in place would pose a barrier to entry in those states.

On April 26, 2022, Florida

Governor DeSantis vetoed legislation that would have established a threshold date and percentage trigger when retail net metering would

have faced declines in the immediate export rate.

Additionally, the imposition of charges that only

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impact our business.

Because fixed charges cannot easily be avoided with the installation of an on-site battery, which can mitigate

or eliminate the negative impacts of net metering changes, these fixed charges have the potential to cause a more significant adverse

In June of 2021, two of four commissioners of FERC, including its chairperson, issued a letter stating there was a “strong

case” such fixed charges in Alabama “may be violating the Commission’s PURPA regulations, undermining the statute’s

purpose of encouraging Qualifying Facilities,” which is the Commission’s term for on-site generation.

Litigation regarding

the legality of these charges is ongoing in federal court.

Most recently, on April 26, 2022, Florida Governor DeSantis vetoed legislation

that would have allowed investor-owned utilities to petition the Public Service Commission for the ability to add fixed charges on

solar customers.

As part of the California Public Utilities Commission (“ CPUC ”) final decision on December 15,

2022, the CPUC rejected a solar specific fixed charge on solar customers.

Because fixed charges cannot easily be avoided with the installation of an on-site battery, which can mitigate or

eliminate the negative impacts of net metering changes, these fixed charges have the potential to cause a more significant adverse impact.

In June of 2021, two of four commissioners of FERC, including its chairperson, issued a letter stating there was a “strong case”

such fixed charges in Alabama “may be violating the Commission’s PURPA regulations, undermining the statute’s purpose

of encouraging Qualifying Facilities,” which is the Commission’s term for on-site generation.

Litigation regarding the legality

of these charges is ongoing in federal court.

Most recently, on April 26, 2022, Florida Governor DeSantis vetoed legislation that would

have allowed investor-owned utilities to petition the Public Service Commission for the ability to add fixed charges on solar customers.

As part of the California Public Utilities Commission (“ CPUC ”) final decision on December 15, 2022, the CPUC

rejected a solar specific fixed charge on solar customers.

Electric utility policies, statutes, and

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These statutes, regulations, and administrative rulings relate to electricity pricing, net metering, consumer protection, incentives,

taxation, competition with utilities and the interconnection of homeowner-owned and third party-owned solar energy systems to

the electrical grid.

taxation, competition with utilities and the interconnection of homeowner-owned and third party-owned solar energy systems to the electrical

These policies, statutes and regulations are constantly evolving.

Governments, often acting through state utility

or public service commissions, change and adopt different rates for residential customers on a regular basis and these changes can have

a negative impact on our ability to deliver savings, or energy bill management, to customers.

Governments, often acting through state utility or public service

commissions, change and adopt different rates for residential customers on a regular basis and these changes can have a negative impact

on our ability to deliver savings, or energy bill management, to customers.

In addition, many utilities, their trade associations,

and fossil fuel interests in the country, which have significantly greater economic, technical, operational, and political resources than

the residential solar industry, are currently challenging solar-related policies to reduce the competitiveness of residential solar

the residential solar industry, are currently challenging solar-related policies to reduce the competitiveness of residential solar energy.

Any adverse changes in solar-related policies could have a negative impact on our business and prospects.

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governing direct-to-home sales and marketing may limit or restrict our ability to effectively compete.

We utilize a direct-to-home sales model as

a primary sales channel and are vulnerable to changes in laws and regulations related to direct sales and marketing that could impose

additional limitations on unsolicited residential sales calls and may impose additional restrictions such as adjustments to our marketing

materials and direct-selling processes, and new training for personnel.

If additional laws and regulations affecting direct sales

and marketing are passed in the markets in which we operate, it would take time to train our sales professionals to comply with such laws,

and we may be exposed to fines or other penalties for violations of such laws.

We utilize a direct-to-home sales model as a primary

sales channel and are vulnerable to changes in laws and regulations related to direct sales and marketing that could impose additional

limitations on unsolicited residential sales calls and may impose additional restrictions such as adjustments to our marketing materials

and direct-selling processes, and new training for personnel.

If additional laws and regulations affecting direct sales and marketing

are passed in the markets in which we operate, it would take time to train our sales professionals to comply with such laws, and we may

be exposed to fines or other penalties for violations of such laws.

If we fail to compete effectively through our direct-selling efforts,

our financial condition, results of operations and growth prospects could be adversely affected.

Increases in the cost or reduction in supply

of solar energy system and energy storage system components due to tariffs or trade restrictions announced or imposed by the U.S.

could have an adverse effect on our business, financial condition and results of operations.

On April 2, 2025, the U.S.

government introduced

a baseline tariff on nearly all goods imported into the U.S and higher tariffs on specific countries.

For example, certain proposed tariffs

on goods imported from China and specific Southeast Asian countries that are sources of solar components have been announced at significant

percentage rates.

The application and rates of these measures are

being actively negotiated, have been in flux, and remain subject to government action and change.

Shortly after the initial announcement,

government announced a delay in applying certain of these tariffs, while other measures, such as the baseline tariff and increased

tariff on Chinese imports, remained in effect or were implemented as initially announced or modified.

As of the date of this Report, the

tariff rates on imports from China have been set at substantial levels, and rates for other countries remain subject to ongoing review

and potential implementation.

Less than 10% of the solar components and equipment we purchase for the solar systems we install are manufactured

The new tariffs are likely to result in price increases for domestic and imported solar panels, inverters, and related equipment.

The tariffs may also result in decreased availability and/or increased procurement time for solar system equipment.

Measures retaliating

to the new tariffs have been announced by some countries, and other responses are likely.

Going forward, the tariff environment and effects

on the supply chain are likely to remain in flux.

As changes occur, we will continue to assess our procurement and pricing strategies.

The new tariffs, and continued volatility in trade policy may impact our gross margins and growth, due to factors such as increased procurement

and installation costs, profit margin compression or the need to pass increased costs to consumers, supply chain disruption, and competitive

disadvantages relative to market participants with more favorable supply arrangements.

Trade policy may evolve further in ways that are

adverse to our business.

As examples, if current tariffs are extended or increased, or if retaliatory actions or supply shortages arise,

our financial condition, results of operations, and future growth prospects could be materially and adversely affected.

We continue to

monitor these developments closely and revise our pricing models and sourcing strategies in response.

However, there can be no assurance

that such measures will be sufficient to mitigate the impact of the trade restrictions and their impacts on the supply chain and market

demand for our products.

Additionally, China is a major producer of solar

cells (the main components of solar panels) and other solar products.

Certain solar cells, panels, laminates and panels from China are

subject to various U.S.

antidumping and countervailing duty rates, depending on the exporter supplying the product, imposed by the U.S.

government as a result of determinations that the U.S.

was materially injured as a result of such imports being sold at less than fair

value and subsidized by the Chinese government.

Historically, we and our subcontractors regularly surveyed the market to identify multiple

alternative locations for product manufacturers.

Nonetheless, many of the solar products we purchase are from manufacturers in China or

from manufacturers in other jurisdictions who rely, in part, on products sourced in China.

If alternative sources are not available on

competitive terms in the future, we and our subcontractors may be required to purchase these products from manufacturers in China.

addition, tariffs on solar cells, panels and inverters in China may put upward pressure on prices of these products in other jurisdictions

from which we or our subcontractors currently purchase equipment, which could reduce our ability to offer competitive pricing to potential

119-21 became effective July 4, 2025,

and, among other provisions, modified rules regarding federal tax credits and benefits available for clean energy projects.

119-21 law established new foreign entity of concern (“FEOC”) rules that apply in tax years beginning after July 4, 2025.

The FEOC rules define Russia, North Korea, Iran, and China as foreign entities of concern, and require energy projects to meet certain

levels of domestic ownership and domestic sourcing requirements to be eligible for energy-related tax credits.

As examples, under the

new FEOC rules, a U.S.

energy project can only receive specific tax credits if the project’s equipment from certain FEOC-related

entities does not exceed set amounts, and the rules disqualify other credits from applying to US-made products that contain too many inputs

from certain FEOC-related entities.

The rules also prevent a company from receiving specific tax credits if it relies too much on investment

or material assistance from certain FEOC-related entities, including in circumstances where a contract, license, or other arrangement

gives an FEOC-related entity effective control over the company or its projects or products.

The FEOC rules may have the result of leading

to pressure for increased supply chain costs, reduced supply chain options, and may lead to increased price pressure for energy products

and projects.

The antidumping and countervailing duties discussed

above are subject to annual review and may be increased or decreased.

Furthermore, under Section 301 of the Trade Act of 1974, the Office

of the USTR imposed tariffs on $200 billion worth of imports from China, including inverters and certain AC panels and non-lithium-ion

batteries, effective September 24, 2018.

In May 2019, the tariffs were increased from 10% to 25% and may be raised by the USTR in the

Since these tariffs impact the purchase price of the solar products, these tariffs raise the cost associated with purchasing these

solar products from China and reduce the competitive pressure on providers of solar cells not subject to these tariffs.

In August 2021, an anonymous trade group filed

a petition with the U.S.

Department of Commerce (the “ Department of Commerce ”) requesting an investigation into

whether solar panels and cells imported from Malaysia, Thailand and Vietnam are circumventing antidumping and countervailing duties imposed

on solar products manufactured in China.

The group also requested the imposition of tariffs on such imports ranging from 50% – 250%.

In November 2021, the Department of Commerce rejected the petition, citing the petitioners’ ongoing anonymity as one of the reasons

for its decision.

In March 2022, the Department of Commerce announced it is initiating country-wide circumvention inquiries to determine

whether imports of solar cell and panels produced in Cambodia, Malaysia, Thailand and Vietnam that use components from China are circumventing

antidumping and countervailing duty orders on solar cells and panels from China.

The Department of Commerce’s inquiries were initiated

pursuant to a petition filed by Auxin Solar, Inc.

on February 8, 2022.

In August 2023, the Department of Commerce issued a final affirmative

determinations that certain solar products exported from Cambodia, Malaysia, Thailand, and Vietnam were circumventing antidumping or countervailing

orders on imports from China, with the result that the Department of Commerce will treat certain solar products from those countries as

of Chinese-origin and subject to the existing antidumping or countervailing order.

On June 6, 2022, the President of the U.S.

an emergency declaration establishing a tariff exemption of two years for solar panels and cells imported from Cambodia, Malaysia, Thailand

and Vietnam, delaying the possibility of the imposition of dumping duties until the end of such two-year period.

As that two-year period

has passed the exemption of products from these countries from the imposition of antidumping duties is no longer in place.

requests for investigations of entities that are alleged to circumvent antidumping and countervailing duties imposed on solar products,

and affirmative determinations by the Department of Commerce, may lead to the addition of new antidumping duties, which would significantly

disrupt the supply of solar cells and panels to customers in the U.S., as a large percentage of solar cells and panels used in the U.S.

are imported from Cambodia, Malaysia, Thailand and Vietnam.

If imposed, these or similar tariffs could put upward pressure on prices of

these solar products, which could reduce our ability to offer competitive pricing to potential customers.

Furthermore, antidumping and countervailing duties

petitions filed in April 2024, against solar cell and module exporters from Cambodia, Malaysia, Thailand, and Vietnam led to the Department

of Commerce’s final affirmative determination in April 2025.

As a result of Department of Commerce determinations, Importers must

now post cash deposits at rates that differ markedly by country and by exporter or producer, with non-cooperating parties facing particularly

These duties may be stacked on top of other existing tariffs.

The Department of Commerce also upheld prior determinations

that “critical circumstances” for certain importers, potentially exposing shipments made prior to the preliminary determinations

subject to retroactive duty collection.

This demonstrates that application of antidumping, countervailing duties, and other trade measures

can be complex, potentially involving the stacking of multiple tariff rates on single imported products and applying liabilities retroactively.

This uncertainty may trigger unplanned costs, affect profit margins, and slow growth for the Company.

In December 2021, the U.S.

International Trade

Commission recommended the President extend tariffs initially imposed in 2018 on imported crystalline silicon PV cells and panels for

another four years, until 2026.

Under Presidential Proclamation 10339, published in February 2022, former President Biden extended the

tariff beyond the scheduled expiration date of February 6, 2022, with an initial tariff of 14.75%, which will gradually be reduced to

14% by the eighth year of the measure.

Since such actions, as they are and may further be modified or increased by subsequent U.S.

administrations, increase the cost of imported solar products, to the extent we or our subcontractors use imported solar products or domestic

producers are able to raise their prices for their solar products, the overall cost of the solar energy systems will increase, which could

inhibit our ability to offer competitive pricing in certain markets.

Additionally, the U.S.

government has imposed

various trade restrictions on Chinese entities determined to be acting contrary to U.S.

foreign policy and national security interests.

For example, the Department of Commerce’s Bureau of Industry and Security has added a number of Chinese entities to its entity list

for enabling human rights abuses in the XUAR or for procuring U.S.

technology to advance China’s military modernization efforts,

thereby imposing severe trade restrictions against these designated entities.

Moreover, in June 2021, U.S.

Customs and Border Protection

issued a Withhold Release Order pursuant to Section 307 of the Tariff Act of 1930 excluding the entry into U.S.

commerce of silica-based

products (such as polysilicon) manufactured by Hoshine and related companies, as well as goods made using those products, based on allegations

related to Hoshine labor practices in the XUAR to manufacture such products.

Additionally, in December 2021, Congress passed the UFLPA,

which, with limited exception, prohibits the importation of all goods or articles mined or produced in whole or in part in the XUAR, or

goods or articles mined or produced by entities working with the XUAR government to recruit, transport or receive forced labor from the

To date, intensive examinations, withhold release orders, and related governmental procedures have resulted in supply chain and

operational delays throughout the industry.

Although we maintain policies and procedures designed to maintain compliance with applicable

governmental laws and regulations, these and other similar trade restrictions that may be imposed in the future may cause us to incur

substantially higher compliance and due diligence costs in connection with procurement and have the effect of restricting the global supply

of, and raising prices for, polysilicon and solar products, which could increase the overall cost of solar energy systems, reduce our

ability to offer competitive pricing in certain markets and adversely impact our business and results of operations.

Further, any operational

delays or other supply chain disruption resulting from the human rights concerns or any of the supply chain risks articulated above, associated

governmental responses, or a desire to source products, components, or materials from other manufacturers or regions could result in shipping,

sales and installation delays, cancellations, penalty payments, or loss of revenue and market share, or may cause our key suppliers to

seek to re-negotiate terms and pricing with us, any of which could have a material adverse effect on our business, results of operations,

cash flows, and financial condition.

While we believe the tariffs and trade regulations

described above have contributed to price increases for components that we purchase, we believe that these price increases are also due

to a combination of other factors, including supply chain constraints, increased demand for solar systems in the U.S.

and Europe, rising

inflation, and higher labor, material, and shipping costs.

We cannot predict what additional actions the U.S.

may adopt with respect to

tariffs or other trade regulations or what actions may be taken by other countries in retaliation for such measures.

The tariffs and other government actions described

above, the adoption and expansion of trade restrictions, the occurrence of a trade war or other governmental action related to tariffs,

trade agreements or related policies have the potential to adversely impact our supply chain and access to equipment, our costs and ability

to economically serve certain markets.

If additional measures are imposed or other negotiated outcomes occur, our ability or the ability

of our subcontractors to purchase these products on competitive terms or to access specialized technologies from other countries could

be further limited, which could adversely affect our business, financial condition and results of operations.

Any failure to comply with laws and regulations

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and services.

These laws and regulations are dynamic and subject to potentially differing interpretations, and various federal, state and

local legislative and regulatory bodies may expand current laws or regulations, or enact new laws and regulations, regarding these matters.

Changes in these laws or regulations or their interpretation could dramatically affect how we do business, acquire customers, and manage

and use information we collect from and about current and prospective customers and the costs associated therewith.

We strive to comply

with all applicable laws and regulations relating to our interactions with customers.

These laws and regulations are dynamic and subject to potentially differing interpretations, and various federal, state

and local legislative and regulatory bodies may expand current laws or regulations, or enact new laws and regulations, regarding these

Changes in these laws or regulations or their interpretation could dramatically affect how we do business, acquire customers,

and manage and use information we collect from and about current and prospective customers and the costs associated therewith.

to comply with all applicable laws and regulations relating to our interactions with customers.

It is possible, however, that these requirements

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standards that apply to us.

In addition, our affiliations with third-party dealers

and subcontractors may subject us to alleged liability in connection with actual or alleged violations of law by such third parties, whether

or not actually attributable to us, which may expose us to significant damages and penalties, and we may incur substantial expenses in

defending against legal actions related to third parties, whether or not we are ultimately found liable.

In addition, our affiliations with third-party

dealers and subcontractors may subject us to alleged liability in connection with actual or alleged violations of law by such third parties,

whether or not actually attributable to us, which may expose us to significant damages and penalties, and we may incur substantial expenses

in defending against legal actions related to third parties, whether or not we are ultimately found liable.

Compliance with environmental laws and regulations

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We have incurred

and will incur additional costs to comply with the disclosure requirements, including costs related to determining the source of

any of the relevant minerals and metals used in our products.

and will incur additional costs to comply with the disclosure requirements, including costs related to determining the source of any of

the relevant minerals and metals used in our products.

The implementation of these requirements could affect the sourcing and availability

of minerals used in the manufacture of solar products.

As a result, there may only be a limited pool of suppliers who provide conflict-free minerals,

and we cannot be certain that we will be able to obtain products in sufficient quantities or at competitive prices.

Since our supply chain

is complex, we have not been able to sufficiently verify, and in the future, we may not be able to sufficiently verify, the origins for

these conflict minerals used in our products.

As a result, we may face reputational challenges with our customers and other stakeholders

if we are unable to sufficiently verify the origins for all conflict minerals used in our products.

As a result, there may only be a limited pool of suppliers who provide conflict-free

minerals, and we cannot be certain that we will be able to obtain products in sufficient quantities or at competitive prices.

supply chain is complex, we have not been able to sufficiently verify, and in the future, we may not be able to sufficiently verify, the

origins for these conflict minerals used in our products.

As a result, we may face reputational challenges with our customers and other

stakeholders if we are unable to sufficiently verify the origins for all conflict minerals used in our products.

Compliance with health and safety laws and

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We are subject to a number of federal and state

laws and regulations, including the federal Occupational Safety and Health Act and comparable state statues, establishing requirements

laws and regulations, including the federal Occupational Safety and Health Act and comparable state statutes, establishing requirements

to protect the health and safety of workers.

The OSHA hazard communication standard, the US EPA community right-to-know regulations

under Title III of the federal Superfund Amendment and Reauthorization Act, and comparable state statutes, require maintenance of

information about hazardous materials used or produced in operations and provision of this information to employees, state and local government

authorities, and citizens.

The OSHA hazard communication standard, the US EPA community right-to-know regulations under

Title III of the federal Superfund Amendment and Reauthorization Act, and comparable state statutes, require maintenance of information

about hazardous materials used or produced in operations and provision of this information to employees, state and local government authorities,

and citizens.

Other OSHA standards regulate specific worker safety aspects of our operations.

Substantial fines and penalties

can be imposed, and orders or injunctions limiting or prohibiting certain operations may be issued, in connection with any failure to

comply with these laws and regulations.

Substantial fines and penalties can be imposed,

and orders or injunctions limiting or prohibiting certain operations may be issued, in connection with any failure to comply with these

laws and regulations.

Our business is subject to complex and evolving

and international privacy and data protection laws, rules, policies and other obligations.

Many of these laws and regulations

are subject to change and uncertain interpretation and could result in claims, increased cost of operations or otherwise harm our business.

Many of these laws and regulations are

subject to change and uncertain interpretation and could result in claims, increased cost of operations or otherwise harm our business.

Consumer personal privacy and data security have

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to conduct follow-up marketing calls to prospective customers of our solar energy systems.

The out-going marketing calls we

make are subject to the Telephone Consumer Protection Act (“ TCPA ”) and any failure to comply with the TCPA could

result in significant fines and potential litigation from consumers.

The out-going marketing calls we make are subject

to the Telephone Consumer Protection Act (“ TCPA ”) and any failure to comply with the TCPA could result in significant

fines and potential litigation from consumers.

Any inability to adequately address privacy and

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changes in stock-based compensation expense;

availability of loss or credit carryforwards to offset taxable income;

changes in tax laws or the interpretation of such tax laws (for

example federal and state taxes);

the availability of loss or credit carryforwards to offset taxable income;

changes in tax laws or the interpretation of such tax laws

(for example federal and state taxes);

and changes in U.S.

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Additionally, U.S.

tax reform may lead to

further changes in (or departure from) these norms.

As these and other tax laws and related regulations change, our results of operations,

cash flows, and financial condition could be materially impacted.

tax reform may lead to further

changes in (or departure from) these norms.

As these and other tax laws and related regulations change, our results of operations, cash

flows, and financial condition could be materially impacted.

Given the unpredictability of these possible changes and their potential

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Risks Related to Ownership of Zeo Securities

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.

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 Nasdaq Listing Rules.

While the filing of this Report means that we

have regained compliance with the Nasdaq Listing Rules, we expect that we will not be able to remain in compliance as we anticipate that

our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 will not be filed by the required due date.

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;

a decreased ability to issue additional securities or obtain additional financing in the future.

Sales of a substantial number of our securities

in the public market by our existing securityholders could cause the price of our shares of Class A Common Stock and Warrants to

Pursuant to a resale registration statement, selling

securityholders can sell up to:

● 4,000,004 outstanding shares of Class A Common Stock

issued to the Sponsor and certain former holders of ESGEN Class B ordinary shares, issued to such holders at an equity consideration

value of $10.00 per share;

● 50,000 outstanding shares of Class A Common Stock issued

to Piper Sandler & Co.

at an equity consideration value of $5.00 per share;

● 1,838,430 shares of Class A Common Stock issuable

upon exchange of an equivalent number of Convertible OpCo Preferred Units and Class V Common Stock issued to the Sponsor pursuant

to the Sponsor Subscription Agreement at an equity consideration value of $10.00 per share;

● 33,730,000 shares of Class A Common Stock issuable

upon exchange of an equivalent number of Exchangeable OpCo Units and Class V Common Stock issued to the Sellers pursuant to

the Business Combination Agreement at an equity consideration value of $10.00 per share;

● 500,000 shares of Class A Common Stock issuable to Sun

Managers, LLC upon potential forfeiture of an equivalent number of shares of Class A Common Stock previously issued to Sponsor and certain

former holders of ESGEN Class B ordinary shares at an equity consideration value of $10.00 per share.

The Initial Shareholders have agreed not to transfer

an aggregate of 500,000 shares of Class A Common Stock until two years after the Closing (with such shares being forfeited

upon the occurrence of a Convertible OpCo Preferred Unit Optional Conversion or a Convertible OpCo Preferred Unit Redemption within two years

after Closing).

The sale of all or a portion of these securities

could result in a significant decline in the public trading price of our securities.

Despite such a decline in the public trading price,

some of the selling securityholders may still experience a positive rate of return on the securities they purchased due to the price at

which such selling securityholder initially purchased the securities.

See “ Risk Factors — Certain existing securityholders

purchased, or may purchase, securities in the Company at a price below the current trading price of such securities, and may experience

a positive rate of return based on the current trading price.

Future investors in the Company may not experience a similar rate of return.

In addition, sales of a substantial number of

our shares of Class A Common Stock and/or Warrants in the public market by the selling securityholders and/or by our other existing

securityholders, or the perception that those sales might occur, could depress the market price of our Class A Common Stock and Warrants

and could impair our ability to raise capital through the sale of additional equity securities.

We are unable to predict the effect that

such sales may have on the prevailing market price of our Class A Common Stock and Warrants.

Sales, or the perception of sales, of our

Class A Common Stock by us or our existing stockholders in the public market could cause the market price for our Class A Common

Stock to decline.

The sale of substantial amounts of shares Class A

Common Stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of the Class A

Common Stock.

These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities

in the future at a time and at a price that we deem appropriate.

Upon the expiration or waiver of the lock-up described

in the risk factor above, shares held by certain of our stockholders will be eligible for resale.

As restrictions on resale end, the market

price of shares of Class A Common Stock could drop significantly if the holders of these shares sell them or are perceived by the

market as intending to sell them.

These factors could also make it more difficult for us to raise additional funds through future offerings

of our shares of common stock or other securities.

In addition, the shares of our Class A Common

Stock reserved for future issuance under the 2024 Plan will become eligible for sale in the public market once those shares are issued,

subject to provisions relating to various vesting agreements, lock-up agreements and, in some cases, limitations on volume and manner

of sale by affiliates under Rule 144, as applicable.

The number of shares reserved and available for future issuance under the 2024

Plan currently equals 3,074,400 shares of Class A Common Stock.

We have filed a registration statement on Form S-8 under

the Securities Act to register shares of our Class A Common Stock or securities convertible into or exchangeable for shares

of our Class A Common Stock issued pursuant to our equity incentive plan.

Such Form S-8 registration statement became automatically

become effective upon filing.

Accordingly, shares issued under such registration statement will be available for sale in the open market.

The initial registration statement on Form S-8 covers 3,220,400 shares of Class A Common Stock.

Certain existing securityholders purchased,

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Future investors in the Company may not experience a similar rate of return.

Certain stockholders in the Company, including

certain of the selling securityholders, acquired, or may acquire, shares of our Class A Common Stock or Warrants at prices below

the current trading price of our Class A Common Stock or Warrants, as applicable, and may experience a positive rate of return based

on the current trading price.

Certain stockholders in the Company acquired,

or may acquire, shares of our Class A Common Stock at prices below the current trading price of our Class A Common Stock, and may experience

a positive rate of return based on the current trading price.

For example, the Sponsor and the other Initial

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Public stockholders may not be able to experience the same positive rates of return on securities they purchase due

to the low price at which the Sponsor and the other Initial Shareholders purchased shares of our Class A Common Stock and Warrants.

to the low price at which the Sponsor and the other Initial Stockholders purchased shares of our Class A Common Stock and Warrants.

Our management team has limited experience

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Our management team may not successfully or efficiently manage our

transition to being a public company subject to significant regulatory oversight and reporting obligations under federal securities

laws and the continuous scrutiny of securities analysts and investors.

These new obligations and constituents will require significant

attention from our senior management and could divert their attention away from the day-to-day management of our businesses,

which could adversely affect our businesses.

It is probable that we will be required to expand our employee base and hire additional employees

to support our operations as a public company, which would increase our operating costs in future periods.

transition to being a public company subject to significant regulatory oversight and reporting obligations under federal securities laws

and the continuous scrutiny of securities analysts and investors.

These new obligations and constituents will require significant attention

from our senior management and could divert their attention away from the day-to-day management of our businesses, which could adversely

affect our businesses.

It is probable that we will be required to expand our employee base and hire additional employees to support our

operations as a public company, which would increase our operating costs in future periods.

We incur significant costs as a result of

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We are subject to the reporting requirements of

the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, Nasdaq

listing requirements and other applicable securities laws and regulations.

The expenses incurred by public companies generally for reporting

and corporate governance purposes are greater than those for private companies.

For example, the Exchange Act requires, among other

things, that we file annual, quarterly, and current reports with respect to our business, financial condition, and results of operations.

Compliance with these rules and regulations will increase our legal and financial compliance costs, and increase demand on our systems,

particularly after we are no longer an emerging growth company.

In addition, as a public company, we may be subject to stockholder activism,

which can lead to additional substantial costs, distract management, and impact the manner in which we operate our business in ways we

cannot currently anticipate.

As a result of disclosure of information in this Report and in filings required of a public company, our

business and financial condition will become more visible, which may result in threatened or actual litigation, including by competitors.

We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more difficult,

time-consuming, and costly, although we are currently unable to estimate these costs with any degree of certainty.

the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, Nasdaq listing requirements

and other applicable securities laws and regulations.

The expenses incurred by public companies generally for reporting and corporate

governance purposes are greater than those for private companies.

For example, the Exchange Act requires, among other things, that we

file annual, quarterly, and current reports with respect to our business, financial condition, and results of operations.

Compliance with

these rules and regulations will increase our legal and financial compliance costs, and increase demand on our systems, particularly after

we are no longer an emerging growth company.

In addition, as a public company, we may be subject to stockholder activism, which can lead

to additional substantial costs, distract management, and impact the manner in which we operate our business in ways we cannot currently

As a result of disclosure of information therein and in filings required of a public company, our business and financial condition

will become more visible, which may result in threatened or actual litigation, including by competitors.

We expect these rules and regulations

to increase our legal and financial compliance costs and to make some activities more difficult, time-consuming, and costly, although

we are currently unable to estimate these costs with any degree of certainty.

We also expect that being a public company and

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also make it more difficult for us to attract and retain qualified persons to serve on the Board, committees of the Board or as our executive

Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of Class A

Common Stock, fines, sanctions, and other regulatory action and potentially civil litigation.

Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of Class A Common

Stock, fines, sanctions, and other regulatory action and potentially civil litigation.

These factors may therefore strain our resources,

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As a public company, we are required to document

and test our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act so that our management

can certify as to the effectiveness of our internal control over financial reporting by the time our second annual report is filed with

the SEC and thereafter, which requires us to document and make significant changes to our internal control over financial reporting.

a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and the Dodd-Frank Wall

Street Reform and Consumer Protection Act of 2010, as well as rules adopted, and to be adopted, by the SEC and Nasdaq, and other

applicable securities rules and regulations, which impose various requirements on public companies, including the establishment and maintenance

of effective disclosure and financial controls and changes in corporate governance practices.

Our management and other personnel need

to devote a substantial amount of time to these public company requirements.

Moreover, we expect these rules and regulations to substantially

increase our legal and financial compliance costs and to make some activities more time-consuming and costly.

We may need to hire

additional legal, accounting and financial staff with appropriate public company experience and technical accounting knowledge and maintain

an internal audit function.

and test our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act so that our management can certify

as to the effectiveness of our internal control over financial reporting by the time our second annual report is filed with the SEC and

thereafter, which requires us to document and make significant changes to our internal control over financial reporting.

As a public company,

we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer

Protection Act of 2010, as well as rules adopted, and to be adopted, by the SEC and Nasdaq, and other applicable securities rules and

regulations, which impose various requirements on public companies, including the establishment and maintenance of effective disclosure

and financial controls and changes in corporate governance practices.

Our management and other personnel need to devote a substantial

amount of time to these public company requirements.

Moreover, we expect these rules and regulations to substantially increase our legal

and financial compliance costs and to make some activities more time-consuming and costly.

We may need to hire additional legal, accounting

and financial staff with appropriate public company experience and technical accounting knowledge and maintain an internal audit function.

Likewise, as a public company, we may lose our

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over financial reporting management and auditor attestation requirements in the year in which we are deemed to be a large accelerated

filer, which would occur once we are subject to Exchange Act reporting requirements for 12 months, have filed at least one SEC

annual report and the market value of our common equity held by non-affiliates equals or exceeds $700 million as of the end

of the prior fiscal year’s second fiscal quarter.

If we become subject to the SEC’s internal control reporting and attestation

requirements, we might not be able to complete our evaluation, testing and any required remediation in a timely fashion.

our current controls and any new controls that we develop may become inadequate because of poor design and changes in our business, including

increased complexity resulting from any international expansion.

Any failure to implement and maintain effective internal controls over

financial reporting could adversely affect the results of assessments by our independent registered public accounting firm and their attestation

filer, which would occur once we are subject to Exchange Act reporting requirements for 12 months, have filed at least one SEC annual

report and the market value of our common equity held by non-affiliates equals or exceeds $700 million as of the end of the prior fiscal

year’s second fiscal quarter.

If we become subject to the SEC’s internal control reporting and attestation requirements, we

might not be able to complete our evaluation, testing and any required remediation in a timely fashion.

In addition, our current controls

and any new controls that we develop may become inadequate because of poor design and changes in our business, including increased complexity

resulting from any international expansion.

Any failure to implement and maintain effective internal controls over financial reporting

could adversely affect the results of assessments by our independent registered public accounting firm and their attestation reports.

We are continuing to develop and refine our disclosure

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file with the SEC is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that information

required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial

We are also continuing to improve our internal control over financial reporting, which includes hiring additional accounting

and financial personnel to implement such processes and controls.

We expect to incur costs related to implementing an internal audit and

compliance function in the upcoming years to further improve our internal control environment.

required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers.

We are also continuing to improve our internal control over financial reporting, which includes hiring additional accounting and financial

personnel to implement such processes and controls.

We expect to incur costs related to implementing an internal audit and compliance

function in the upcoming years to further improve our internal control environment.

We have identified material weaknesses in

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will not be prevented or detected on a timely basis.

Specifically, a material weakness exists in the Company’s internal control

over financial reporting related to ineffective controls over period end financial disclosure and reporting processes, including not timely

performing certain reconciliations and the completeness and accuracy of those reconciliations, and lack of effectiveness of controls over

accurate accounting and financial reporting and reviewing the underlying financial statement elements, and recording incorrect journal

entries that also did not have the sufficient review and approval.

● Specifically, a material weakness

exists in the Company’s internal control over financial reporting related to ineffective controls over period end financial disclosure

and reporting processes, including not timely performing certain reconciliations and the completeness and accuracy of those reconciliations,

and lack of effectiveness of controls over accurate accounting and financial reporting and reviewing the underlying financial statement

elements, and recording incorrect journal entries that also did not have the sufficient review and approval.

These control deficiencies could result in a misstatement

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Our plan includes the below:

● Designing and implementing a risk assessment process supporting

the identification of risks.

● Implementing systems and controls to enhance our review of

significant accounting transactions and other new technical accounting and financial reporting issues and preparing and reviewing accounting

memoranda addressing these issues.

● Improving our internal control policies and procedures to

specifically address controls around segregation of duties, cybersecurity, user access reviews, and changes in management.

● Implementing specific user access, segregation of duties

and change management controls within our financial reporting IT systems.

● Hiring additional experienced accounting, financial reporting

and internal control personnel and changing roles and responsibilities of our personnel as we transition to being a public company and

are required to comply with Section 404 of the Sarbanes-Oxley Act (“ Section 404 ”).

the process of hiring additional resources and we are engaging with a third-party consulting firm to assist us with our formal internal

control plan and to provide accounting services related to complex accounting transactions.

● Implementing controls to enable an effective and timely review

of period-end close procedures.

● Implementing controls to enable an accurate and timely review

of accounting records that support our accounting processes and maintain documents for internal accounting reviews.

Additionally, management has considered and reviewed

the errors which occurred in revenue and cost of goods sold cutoff, accounts payable, accrued liabilities, stock compensation, expense

classification, prepaid expenses, operating lease cash flow classification and finance lease arrangements.

Management has determined that

controls are not designed effectively in these areas.

To mitigate future misstatements in these areas management will implement the following

procedures at the end of each reporting period:

Accounts Payable – Review the accounts payable with

the executive team to inquire about any invoices not sent to accounts payable.

Accrued Liabilities – Review the accrued liabilities

detail with the executive team to determine if there are any expenses/liabilities for which the company should accrue an expense which

has not yet been recognized.

Stock Compensation – Review with the CEO and legal counsel the

list of stock grants which have been made and ask if there have been any other grants made which should be included in the analysis.

Classification of expenses – Review the expense classification

with the executive team to determine all expenses are properly classified.

Classification of financing agreements – Review the

financing agreements with the executive team to determine proper classification of the agreements as debt or finance lease.

Prepaid expenses – Review prepaid expenses with the

executive team to determine if all prepaid expenses have been properly recorded for future services to be rendered and subsequently amortized.

Revenue and cost of goods sold cut off – Review revenue

and related cost of goods sold with executive team to determine if revenue and related cost of goods sold is properly recognized.

cannot assure you that these measures will significantly improve or remediate the material weaknesses described above.

The implementation

of these remediation measures is in the early stages and will require validation and testing of the design and operating effectiveness

of our internal controls over a sustained period of financial reporting cycles and, as a result, the timing of when we will be able to

fully remediate the material weaknesses is uncertain.

If the steps we take do not remediate the material weaknesses in a timely manner,

there could be a reasonable possibility that these control deficiencies or others may result in a material misstatement of our annual

or interim financial statements that would not be prevented or detected on a timely basis.

This, in turn, could jeopardize our ability

to comply with our reporting obligations, limit our ability to access the capital markets and adversely impact our stock price.

● Designing and implementing

a risk assessment process supporting the identification of risks.

● Implementing systems and controls

to enhance our review of significant accounting transactions and other new technical accounting and financial reporting issues and preparing

and reviewing accounting memoranda addressing these issues.

● Improving our internal control

policies and procedures to specifically address controls around segregation of duties, cybersecurity, user access reviews, and changes

in management.

● Implementing specific user

access, segregation of duties and change management controls within our financial reporting IT systems.

● Hiring additional experienced

accounting, financial reporting and internal control personnel and changing roles and responsibilities of our personnel as we transition

to being a public company and are required to comply with Section 404 of the Sarbanes-Oxley Act (“ Section 404 ”).

We are in the process of hiring additional resources and we are engaging with a third-party consulting firm to assist us with our formal

internal control plan and to provide accounting services related to complex accounting transactions.

● Implementing controls to enable

an effective and timely review of period-end close procedures.

● Implementing controls to enable

an accurate and timely review of accounting records that support our accounting processes and maintain documents for internal accounting

Additionally, our management has considered and

reviewed the errors which occurred in revenue and cost of revenues cutoff, accounts payable, accrued liabilities, stock compensation,

expense classification, prepaid expenses, operating lease cash flow classification and finance lease arrangements.

Our management has

determined that controls are not designed effectively in these areas.

To mitigate future misstatements in these areas management will

implement the following procedures at the end of each reporting period:

Accounts Payable –

Review the accounts payable with the executive team to inquire about any invoices not sent to accounts payable.

Accrued Liabilities

– Review the accrued liabilities detail with the executive team to determine if there are any expenses/liabilities for which the

Company should accrue an expense which has not yet been recognized.

Stock-Based Compensation

– Review with the CEO and legal counsel the list of stock grants which have been made and ask if there have been any other grants

made which should be included in the analysis.

Classification of Expenses

– Review the expense classification with the executive team to determine all expenses are properly classified.

Classification of Financing

Agreements – Review the financing agreements with the executive team to determine proper classification of the agreements as

debt or finance lease.

Prepaid Expenses –

Review prepaid expenses with the executive team to determine if all prepaid expenses have been properly recorded for future services

to be rendered and subsequently amortized.

Revenue and Cost of Revenues

Cutoff – Review revenue and related cost of revenues with executive team to determine if revenue and related cost of revenues

is properly recognized.

We cannot assure you that these measures will significantly improve or remediate the material weaknesses described

The implementation of these remediation measures is in the early stages and will require validation and testing of the design

and operating effectiveness of our internal controls over a sustained period of financial reporting cycles and, as a result, the timing

of when we will be able to fully remediate the material weaknesses is uncertain.

If the steps we take do not remediate the material weaknesses

in a timely manner, there could be a reasonable possibility that these control deficiencies or others may result in a material misstatement

of our annual or interim financial statements that would not be prevented or detected on a timely basis.

This, in turn, could jeopardize

our ability to comply with our reporting obligations, limit our ability to access the capital markets and adversely impact our stock

We and our independent registered public accounting

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with the provisions of the Sarbanes-Oxley Act.

Accordingly, we cannot assure you that we have identified all, or that we will not

in the future have additional, material weaknesses.

Material weaknesses may still exist when we report on the effectiveness of our internal

control over financial reporting as required by reporting requirements under Section 404.

Accordingly, we cannot assure you that we have identified all, or that we will not in the

future have additional, material weaknesses.

Material weaknesses may still exist when we report on the effectiveness of our internal control

over financial reporting as required by reporting requirements under Section 404.

Implementing any appropriate changes to our internal

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our internal control over financial reporting or if we are unable to comply with the demands that are placed upon us as a public company,

including the requirements of Section 404 of the Sarbanes-Oxley Act, in a timely or effective manner, we may be unable to accurately

report our financial results, or report them within the timeframes required by the SEC.

We also could become subject to sanctions

or investigations by the SEC or other regulatory authorities.

In addition, if we are unable to assert that our internal control over financial

reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness

of our internal control over financial reporting when required, investors may lose confidence in the accuracy and completeness of our

financial reports, we may face restricted access to the capital markets and our stock price may be adversely affected.

including the requirements of Section 404 of the Sarbanes-Oxley Act, in a timely or effective manner, we may be unable to accurately report

our financial results, or report them within the timeframes required by the SEC.

We also could become subject to sanctions or investigations

by the SEC or other regulatory authorities.

In addition, if we are unable to assert that our internal control over financial reporting

is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal

control over financial reporting when required, investors may lose confidence in the accuracy and completeness of our financial reports,

we may face restricted access to the capital markets and our stock price may be adversely affected.

Our current controls and any new controls that

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compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.

We intend to invest

resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative

expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities.

cannot predict or estimate the amount or timing of additional costs it may incur to respond to these requirements.

If our efforts to comply

with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related

to their application and practice, regulatory authorities may initiate legal proceedings against us, and our business may be adversely

We intend to invest resources

to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses

and a diversion of management’s time and attention from revenue-generating activities to compliance activities.

We cannot predict

or estimate the amount or timing of additional costs it may incur to respond to these requirements.

If our efforts to comply with new

laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their

application and practice, regulatory authorities may initiate legal proceedings against us, and our business may be adversely affected.

The rules and regulations applicable to

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through equity incentive awards and to acquire other companies, products or technologies by using shares of capital stock as consideration.

The market price of the shares of Class A

Common Stock may decline.

The market price of the shares of Class A

Common Stock may decline for a number of reasons, including if:

● investors react negatively to the prospects of Zeo’s business;

● Zeo’s business and prospects is not consistent

with the expectations of financial or industry analysts;

● Zeo does not achieve the perceived benefits of the Business

Combination as rapidly or to the extent anticipated by financial or industry analysts.

The price of Class A Common Stock may

change significantly, even if Zeo’s business is doing well, and you could lose all or part of your investment as a result.

The market price of the shares of Class

A Common Stock may decline.

The market price of the shares of Class A Common

Stock may decline for a number of reasons, including if:

● investors react negatively

to the prospects of Zeo’s business;

● Zeo’s business

and prospects is not consistent with the expectations of financial or industry analysts;

● Zeo does not achieve the perceived

benefits of the Merger or the Business Combination as rapidly or to the extent anticipated by financial or industry analysts.

The price of Class A Common Stock may change

significantly, even if Zeo’s business is doing well, and you could lose all or part of your investment as a result.

The trading price of shares of Class A Common

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Stock at an attractive price due to a number of factors such as the following:

● results of operations that vary from the expectations of

securities analysts and investors;

● results of operations that vary from those of Zeo’s

● changes in expectations as to Zeo’s future financial

performance, including financial estimates and investment recommendations by securities analysts and investors;

● declines in the market prices of stocks generally;

● strategic actions by Zeo or its competitors;

● announcements by Zeo or its competitors of significant contracts,

acquisitions, joint ventures, other strategic relationships or capital commitments;

● any significant change in Zeo’s management;

● changes in general economic or market conditions (including

changes in interest rates or inflation) or trends in Zeo’s industry or markets;

● changes in business or regulatory conditions, including new

laws or regulations or new interpretations of existing laws or regulations applicable to Zeo’s business;

● results of operations that

vary from the expectations of securities analysts and investors;

● results of operations that

vary from those of Zeo’s competitors;

● changes in expectations as

to Zeo’s future financial performance, including financial estimates and investment recommendations by securities analysts and

● declines in the market prices

of stocks generally;

● strategic actions by Zeo or

its competitors;

● announcements by Zeo or its

competitors of significant contracts, acquisitions, joint ventures, other strategic relationships or capital commitments;

● any significant change in Zeo’s

● changes in general economic

or market conditions (including changes in interest rates or inflation) or trends in Zeo’s industry or markets;

● changes in business or regulatory

conditions, including new laws or regulations or new interpretations of existing laws or regulations applicable to Zeo’s business;

future sales of Class A Common Stock or other securities;

● dilution as a result of future exercises of Warrants, conversion

of the Convertible OpCo Preferred Units or exchanges of the Exchangeable OpCo Units;

● investor perceptions of the investment opportunity associated

with Class A Common Stock relative to other investment alternatives;

● the public’s response to press releases or other public

announcements by Zeo or third parties, including Zeo’s filings with the SEC;

● litigation involving Zeo, Zeo’s industry, or both,

or investigations by regulators into the Board, Zeo’s operations or those of Zeo’s competitors;

● guidance, if any, that Zeo provides to the public, any changes

in this guidance or Zeo’s failure to meet this guidance;

● the development and sustainability of an active trading market

for Class A Common Stock;

dilution as a result of future exercises of Warrants, conversion of the Convertible OpCo Preferred Units or exchanges of the Exchangeable OpCo Units;

investor perceptions of the investment opportunity associated with Class A Common Stock relative to other investment alternatives;

the public’s response to press releases or other public announcements by Zeo or third parties, including Zeo’s filings with the SEC;

litigation involving Zeo, Zeo’s industry, or both, or investigations by regulators into the Board, Zeo’s operations or those of Zeo’s competitors;

guidance, if any, that Zeo provides to the public, any changes in this guidance or Zeo’s failure to meet this guidance;

the development and sustainability of an active trading market for Class A Common Stock;

actions by institutional or activist stockholders;

● changes in accounting standards, policies, guidelines, interpretations

or principles;

● other events or factors, including those resulting from pandemics,

natural disasters, war, acts of terrorism or responses to these events.

changes in accounting standards, policies, guidelines, interpretations or principles;

other events or factors, including those resulting from pandemics, natural disasters, war, acts of terrorism or responses to these events.

These broad market and industry fluctuations may

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Warrants issued in the IPO are exercisable

for Class A Common Stock, which would increase the number of shares eligible for future resale in the public market and result in

dilution to the stockholders of Zeo.

for Class A Common Stock, which would increase the number of shares eligible for future resale in the public market and result in dilution

to the stockholders of Zeo.

Outstanding Warrants to purchase an aggregate

of 13,800,000 shares of Class A Common Stock are exercisable in accordance with the terms of the warrant agreement governing

those securities.

of 13,800,000 shares of Class A Common Stock are exercisable in accordance with the terms of the warrant agreement governing those securities.

The exercise price of these Warrants is $11.50 per share.

To the extent such Warrants are exercised, additional shares

of Class A Common Stock will be issued, which will result in dilution to the then existing holders of Class A Common Stock and

increase the number of shares eligible for resale in the public market.

To the extent such Warrants are exercised, additional shares of Class A Common

Stock will be issued, which will result in dilution to the then existing holders of Class A Common Stock and increase the number of shares

eligible for resale in the public market.

Zeo stockholders may experience significant

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Subject to the conditions described in the OpCo

A&R LLC Agreement, the holder of the Convertible OpCo Preferred Units may, or OpCo may require the holder of such Convertible

OpCo Preferred Units to, convert all of such holder’s Convertible OpCo Preferred Units into such number of Exchangeable

OpCo Units as determined by the conversion ratio applicable to the respective Convertible OpCo Preferred Unit Conversion.

occurrence of a conversion of Convertible OpCo Preferred Units into Exchangeable OpCo Units, all Exchangeable OpCo Units received

as a result of such conversion shall be immediately exchanged (together with an equal number of shares of Class V Common Stock) into

an equal number of shares of Class A Common Stock.

Accordingly, if the Convertible OpCo Preferred Units are converted into Exchangeable

OpCo Units and immediately thereafter exchanged for shares of Class A Common Stock, holders of Class A Common Stock

could experience significant dilution.

Further, if the holders of the shares of Class A Common Stock issued as a result of a Convertible

OpCo Preferred Unit Conversion dispose of a substantial portion of such shares of Class A Common Stock in the public market, whether

in a single transaction or series of transactions, it could adversely affect the market price for the Class A Common Stock.

sales, or the possibility that these sales may occur, could make it more difficult for Zeo or its stockholders to sell shares of Class A

Common Stock in the future.

A&R LLC Agreement, the holder of the Convertible OpCo Preferred Units may, or OpCo may require the holder of such Convertible OpCo

Preferred Units to, convert all of such holder’s Convertible OpCo Preferred Units into such number of Exchangeable OpCo Units as

determined by the conversion ratio applicable to the respective Convertible OpCo Preferred Unit Conversion.

Upon the occurrence of a conversion

of Convertible OpCo Preferred Units into Exchangeable OpCo Units, all Exchangeable OpCo Units received as a result of such conversion

shall be immediately exchanged (together with an equal number of shares of Class V Common Stock) into an equal number of shares of Class

A Common Stock.

Accordingly, if the Convertible OpCo Preferred Units are converted into Exchangeable OpCo Units and immediately thereafter

exchanged for shares of Class A Common Stock, holders of Class A Common Stock could experience significant dilution.

Further, if the holders

of the shares of Class A Common Stock issued as a result of a Convertible OpCo Preferred Unit Conversion dispose of a substantial portion

of such shares of Class A Common Stock in the public market, whether in a single transaction or series of transactions, it could adversely

affect the market price for the Class A Common Stock.

These sales, or the possibility that these sales may occur, could make it more difficult

for Zeo or its stockholders to sell shares of Class A Common Stock in the future.

Zeo may be subject to securities class action

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Because there are no current plans to pay

cash dividends on shares of Class A Common Stock for the foreseeable future, you may not receive any return on investment unless

you sell your shares of Class A Common Stock at a price greater than what you paid for them.

cash dividends on shares of Class A Common Stock for the foreseeable future, you may not receive any return on investment unless you sell

your shares of Class A Common Stock at a price greater than what you paid for them.

Zeo intends to retain future earnings, if any,

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Class A Common Stock unless you sell such shares for a price greater than that which you paid for it.

Zeo may issue additional shares of Class A

Common Stock or other equity securities without seeking approval of its stockholders, which would dilute your ownership interests and

may depress the market price of Class A Common Stock.

Zeo may issue additional shares of

Class A Common Stock or other equity securities without seeking approval of its stockholders, which would dilute your ownership interests

and may depress the market price of Class A Common Stock.

Zeo has Warrants outstanding to purchase up to

an aggregate of 13,800,800 shares of Class A Common Stock.

Additionally, Zeo will issue shares of Class A Common Stock

to (i) the holders of Convertible OpCo Preferred Units upon the occurrence of a Convertible OpCo Preferred Unit Conversion and (ii)

the Sellers upon the conversion of Seller OpCo Units (together with an equal number of shares of Seller Class V Common Stock) into Class

A Common Stock.

Further, Zeo may choose to seek third-party financing to provide additional working capital for Zeo’s business,

in which event Zeo may issue additional shares of Class A Common Stock or other equity securities.

Zeo may also issue additional

shares of Class A Common Stock or other equity securities of equal or senior rank in the future for any reason or in connection with,

among other things, future acquisitions, the redemption of outstanding Warrants or repayment of outstanding indebtedness, without stockholder

approval, in a number of circumstances.

The issuance of additional shares of Class A

Common Stock or other equity securities of equal or senior rank would have the following effects:

● Zeo’s existing stockholders’ proportionate ownership

interest in Zeo will decrease;

● the amount of cash available per share, including for payment

of dividends in the future, may decrease;

● the relative voting strength of each previously outstanding

share of Class A Common Stock may be diminished;

● the market price of the shares of Class A Common Stock

an aggregate of approximately 13,800,000 shares of Class A Common Stock.

Additionally, Zeo will issue shares of Class A Common Stock to

(i) the holders of Convertible OpCo Preferred Units upon the occurrence of a Convertible OpCo Preferred Unit Conversion and (ii) the Sellers

upon the conversion of Seller OpCo Units (together with an equal number of shares of Seller Class V Common Stock) into Class A Common

Further, Zeo may choose to seek third-party financing to provide additional working capital for Zeo’s business, in which

event Zeo may issue additional shares of Class A Common Stock or other equity securities.

Zeo may also issue additional shares of Class

A Common Stock or other equity securities of equal or senior rank in the future for any reason or in connection with, among other things,

future acquisitions, the redemption of outstanding Warrants or repayment of outstanding indebtedness, without stockholder approval, in

a number of circumstances.

The issuance of additional shares of Class A Common

Stock or other equity securities of equal or senior rank would have the following effects:

● Zeo’s existing stockholders’

proportionate ownership interest in Zeo will decrease;

● the amount of cash available

per share, including for payment of dividends in the future, may decrease;

● the relative voting strength

of each previously outstanding share of Class A Common Stock may be diminished;

● the market price of the shares

of Class A Common Stock may decline.

If securities or industry analysts do not

publish research or reports about Zeo’s business, if they change their recommendations regarding the shares of Class A Common

Stock or if Zeo’s operating results do not meet their expectations, the price and trading volume of shares of Class A Common

Stock could decline.

The trading market for shares of Class A

Common Stock will depend in part on the research and reports that securities or industry analysts publish about Zeo or its businesses.

If no securities or industry analysts commence coverage of Zeo, the trading price for shares of Class A Common Stock could be negatively

publish research or reports about Zeo’s business, if they change their recommendations regarding the shares of Class A Common Stock

or if Zeo’s operating results do not meet their expectations, the price and trading volume of shares of Class A Common Stock could

The trading market for shares of Class A Common

Stock will depend in part on the research and reports that securities or industry analysts publish about Zeo or its businesses.

securities or industry analysts commence coverage of Zeo, the trading price for shares of Class A Common Stock could be negatively impacted.

In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover Zeo downgrade its securities

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If one or more of these analysts cease coverage of Zeo or fail to publish

reports on Zeo regularly, demand for shares of Class A Common Stock could decrease, which might cause the share price and trading

volume to decline.

Accordingly, holders of Class A Common Stock may experience a loss as a result of a decline in the market price

of Class A Common Stock.

In addition, a decline in the market price of Class A Common Stock could adversely affect Zeo’s

ability to issue additional securities and to obtain additional financing in the future.

The ability of Zeo’s management to

require holders of Warrants to exercise such Warrants on a cashless basis will cause holders to receive fewer shares of Class A Common

Stock upon their exercise of such Warrants than they would have received had they been able to exercise such Warrants for cash.

If Zeo calls the Warrants for redemption after

the redemption criteria have been satisfied, Zeo’s management will have the option to require any holder that wishes to exercise

Warrants to do so on a “cashless basis.” If Zeo’s management chooses to require holders to exercise their Warrants on

a cashless basis, the number of shares of Class A Common Stock received by a holder upon exercise will be fewer than it would have

been had such holder exercised his, her or its Warrants for cash.

This will have the effect of reducing the potential “upside”

of the holder’s investment in Zeo.

Zeo may redeem unexpired Warrants prior

to their exercise at a time that is disadvantageous for holders of Warrants.

Zeo may redeem outstanding Warrants at any time

after they become exercisable and prior to their expiration, at a price of $0.01 per Warrant;

provided, that the last reported sales price

of shares of Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period

ending on the third business day prior to the date Zeo sends the notice of redemption to the holders of Warrants.

If and when the

Warrants become redeemable by Zeo, Zeo may exercise its redemption right if there is a current registration statement in effect with respect

to the shares of Class A Common Stock underlying such Warrants.

Redemption of the outstanding Warrants could force you to:

your Warrants and pay the related exercise price at a time when it may be disadvantageous for you to do so;

(ii) sell your Warrants

at the then-current market price when you might otherwise wish to hold your Warrants;

or (iii) accept the nominal redemption

price which, at the time the outstanding Warrants are called for redemption, is likely to be substantially less than the market value

of your Warrants.

In the event Zeo determines to redeem any Warrants,

holders of such Warrants would be notified of such redemption as described in the warrant agreement governing the Warrants.

Specifically,

in the event that Zeo elects to redeem all of the redeemable Warrants as described above, Zeo will fix a Warrant redemption date.

of redemption will be mailed by first class mail, postage prepaid, by Zeo not less than 30 days prior to such date to the registered

holders of the redeemable Warrants to be redeemed at their last addresses as they appear on the registration books.

Any notice mailed

in the manner provided in the warrant agreement governing the Warrants will be conclusively presumed to have been duly given whether or

not the registered holder received such notice.

In addition, beneficial owners of the redeemable Warrants will be notified of such redemption

via Zeo’s posting of the redemption notice to DTC.

reports on Zeo regularly, demand for shares of Class A Common Stock could decrease, which might cause the share price and trading volume

Accordingly, holders of Class A Common Stock may experience a loss as a result of a decline in the market price of Class A

Common Stock.

In addition, a decline in the market price of Class A Common Stock could adversely affect Zeo’s ability to issue additional

securities and to obtain additional financing in the future.

If Zeo’s performance does not meet

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expectations, the price of the Class A Common Stock may decline.

Fluctuations in the price of the Class A common Stock could

contribute to the loss of all or part of your investment.

If an active market for Class A Common Stock develops and continues, the

trading price of the Class A Common Stock could be volatile and subject to wide fluctuations in response to various factors, some

of which are beyond its control.

Any of the factors listed below could have a material

adverse effect on your investment in the Class A Common Stock and it may trade at prices significantly below the price you paid for

Factors affecting the trading price of Class A Common Stock may include:

● actual or anticipated fluctuations in Zeo’s quarterly

financial results or the quarterly financial results of companies perceived to be similar to it;

● changes in the market’s expectations about its operating

Fluctuations in the price of the Class A common Stock could contribute

to the loss of all or part of your investment.

The trading price of the Class A Common Stock could be volatile and subject to wide fluctuations

in response to various factors, some of which are beyond our control.

Any of the factors listed below could have a material adverse effect

on your investment in the Class A Common Stock and it may trade at prices significantly below the price you paid for them.

Factors affecting

the trading price of Class A Common Stock may include:

● actual or anticipated fluctuations

in Zeo’s quarterly financial results or the quarterly financial results of companies perceived to be similar to it;

● changes in the market’s

expectations about its operating results;

● success of competitors;

● its operating results failing to meet market expectations

in a particular period;

● changes in financial estimates and recommendations by securities

analysts concerning Zeo or the solar energy industry and market in general;

● operating and stock price performance of other companies

that investors deem comparable to Zeo;

● its ability to market new and enhanced products on a timely

● changes in laws and regulations affecting its business;

● commencement of, or involvement in, litigation involving

● changes in its capital structure, such as future issuances

of securities or the incurrence of additional debt;

● the volume of shares of its common stock available for public

● any significant change in its board or management;

● sales of substantial amounts of common stock by its directors,

executive officers or significant stockholders or the perception that such sales could occur;

● general economic and political conditions such as recessions,

interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

● its operating results failing

to meet market expectations in a particular period;

● changes in financial estimates

and recommendations by securities analysts concerning Zeo or the solar energy industry and market in general;

● operating and stock price performance

of other companies that investors deem comparable to Zeo;

● its ability to market new and

enhanced products on a timely basis;

● changes in laws and regulations

affecting its business;

● commencement of, or involvement

in, litigation involving Zeo;

● changes in its capital structure,

such as future issuances of securities or the incurrence of additional debt;

● the volume of shares of its

common stock available for public sale;

● any significant change in its

board or management;

● sales of substantial amounts

of common stock by its directors, executive officers or significant stockholders or the perception that such sales could occur;

● general economic and political

conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

Broad market and industry factors may depress

the market price of the Class A Common Stock irrespective of Zeo’s operating performance.

The stock market in general and the

Nasdaq have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance

of the particular companies affected.

The stock market in general and the Nasdaq

have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the

particular companies affected.

The trading prices and valuations of these stocks,

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depress the trading price of Class A Common Stock.

These provisions could also make it difficult for stockholders to take certain

actions, including electing directors who are not nominated by the current members of the Board or taking other corporate actions, including

effecting changes in the management of Zeo.

These provisions could also make it difficult for stockholders to take certain actions,

including electing directors who are not nominated by the current members of the Board or taking other corporate actions, including effecting

changes in the management of Zeo.

Among other things, our governing documents include provisions regarding:

● the ability of the Board to issue shares of preferred stock,

including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences

and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

● the limitation of the liability of, and the indemnification

of, Zeo’s directors and officers;

● the exclusive right of the Board to elect a director to fill

a vacancy created by the expansion of the Board or the resignation, death or removal of a director, which prevents stockholders from

being able to fill vacancies on the Board;

● the requirement that, subject to the special rights of the

holders of one or more series of preferred stock, special meetings of the stockholders may be called only (i) by or at the direction

of the Board, the Chairperson of the Board or the Chief Executive Officer, in each case, in accordance with our bylaws or (ii) for

so long as the holders of shares of the Class V Common Stock beneficially own, directly or indirectly, a majority of the total voting

power of stock entitled to vote generally in election of directors, by or at the request of stockholders collectively holding shares

of capital stock of Zeo representing a majority of the total voting power of stock entitled to vote generally in election of directors,

which could delay the ability of stockholders to force consideration of a proposal or to take action, including the removal of directors;

● controlling the procedures for the conduct and scheduling

of the Board and stockholder meetings;

● the requirement for the affirmative vote of holders of at

least 2/3 of the voting power of all of the then outstanding shares of the voting stock, voting together as a single class, to amend,

alter, change or repeal certain provisions of the Charter, which could preclude stockholders from bringing matters before annual or special

meetings of stockholders, delay changes in Zeo and inhibit the ability of an acquirer to effect such amendments to facilitate an unsolicited

takeover attempt;

● the ability of the Board to amend our bylaws, which may allow

the Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend our bylaws to

● the ability of the Board to

issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those

shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership

of a hostile acquirer;

● the limitation of the liability

of, and the indemnification of, Zeo’s directors and officers;

● the exclusive right of the

Board to elect a director to fill a vacancy created by the expansion of the Board or the resignation, death or removal of a director,

which prevents stockholders from being able to fill vacancies on the Board;

● the requirement that, subject

to the special rights of the holders of one or more series of preferred stock, special meetings of the stockholders may be called only

(i) by or at the direction of the Board, the Chairperson of the Board or the Chief Executive Officer, in each case, in accordance with

our bylaws or (ii) for so long as the holders of shares of the Class V Common Stock beneficially own, directly or indirectly, a majority

of the total voting power of stock entitled to vote generally in election of directors, by or at the request of stockholders collectively

holding shares of capital stock of Zeo representing a majority of the total voting power of stock entitled to vote generally in election

of directors, which could delay the ability of stockholders to force consideration of a proposal or to take action, including the removal

of directors;

● controlling the procedures

for the conduct and scheduling of the Board and stockholder meetings;

● the requirement for the affirmative

vote of holders of at least 2/3 of the voting power of all of the then outstanding shares of the voting stock, voting together as a single

class, to amend, alter, change or repeal certain provisions of the Charter, which could preclude stockholders from bringing matters before

annual or special meetings of stockholders, delay changes in Zeo and inhibit the ability of an acquirer to effect such amendments to

facilitate an unsolicited takeover attempt;

● advance notice procedures with which stockholders must comply

to nominate candidates to the Board or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders

from bringing matters before annual or special meetings of stockholders, delay changes in the Board and discourage or deter a potential

acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain

control of Zeo.

● the ability of the Board to

amend our bylaws, which may allow the Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of

an acquirer to amend our bylaws to facilitate an unsolicited takeover attempt;

● advance notice procedures with

which stockholders must comply to nominate candidates to the Board or to propose matters to be acted upon at a stockholders’ meeting,

which could preclude stockholders from bringing matters before annual or special meetings of stockholders, delay changes in the Board

and discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors

or otherwise attempting to obtain control of Zeo.

These provisions, alone or together, could delay

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cause each OpCo unitholder to receive a distribution at least equal to (i) such OpCo unitholder’s allocable share of net taxable

income as calculated with certain assumptions, multiplied by an assumed tax rate, and (ii) with respect to us, any payments required

to be made by us under the Tax Receivable Agreement.

income as calculated with certain assumptions, multiplied by an assumed tax rate, and (ii) with respect to us, any payments required to

be made by us under the Tax Receivable Agreement.

The assumed tax rate for this purpose will be the combined maximum U.S.

state, and local rate of tax applicable to an individual resident in New York City, New York for the applicable taxable year.

We intend to cause OpCo to make non-pro rata payments to us to reimburse us for our corporate and other overhead expenses.

extent that we need funds and OpCo or its subsidiaries are restricted from making such distributions or payments under applicable law

or regulation or under the terms of any current or future financing arrangements, or are otherwise unable to provide such funds, our liquidity

and financial condition could be materially adversely affected.

federal, state,

and local rate of tax applicable to an individual resident in New York City, New York for the applicable taxable year.

We intend to cause

OpCo to make non-pro rata payments to us to reimburse us for our corporate and other overhead expenses.

To the extent that we need funds

and OpCo or its subsidiaries are restricted from making such distributions or payments under applicable law or regulation or under the

terms of any current or future financing arrangements, or are otherwise unable to provide such funds, our liquidity and financial condition

could be materially adversely affected.

Moreover, because we have no independent means

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This ability, in turn, may depend on the ability of OpCo’s subsidiaries to make distributions to OpCo.

We intend that such

distributions from OpCo and its subsidiaries be funded with cash from operations or from future borrowings.

The ability of OpCo, its subsidiaries

and other entities in which it directly or indirectly hold an equity interest to make such distributions will be subject to, among other

things, (i) the applicable provisions of Delaware law (or other applicable jurisdiction) that may limit the amount of funds available

for distribution and (ii) restrictions in relevant debt instruments issued by OpCo or its subsidiaries and other entities in which

it directly or indirectly holds an equity interest.

To the extent that we are unable to make payments under the Tax Receivable Agreement

for any reason, such payments will be deferred and will accrue interest until paid, and such failure to make payments may result in a

breach under the Tax Receivable Agreement in certain cases.

Because distributions of OpCo will be used to fund Tax Receivable Agreement

payments by us, OpCo’s liquidity will be affected negatively by the Tax Receivable Agreement in a material respect.

We intend that such distributions

from OpCo and its subsidiaries be funded with cash from operations or from future borrowings.

The ability of OpCo, its subsidiaries and

other entities in which it directly or indirectly hold an equity interest to make such distributions will be subject to, among other things,

(i) the applicable provisions of Delaware law (or other applicable jurisdiction) that may limit the amount of funds available for distribution

and (ii) restrictions in relevant debt instruments issued by OpCo or its subsidiaries and other entities in which it directly or indirectly

holds an equity interest.

To the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, such payments

will be deferred and will accrue interest until paid, and such failure to make payments may result in a breach under the Tax Receivable

Agreement in certain cases.

Because distributions of OpCo will be used to fund Tax Receivable Agreement payments by us, OpCo’s liquidity

will be affected negatively by the Tax Receivable Agreement in a material respect.

We are required to make payments under the

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of 85% of the net cash savings, if any, in U.S.

federal, state and local income tax and franchise tax (computed using simplifying

assumptions to address the impact of state and local taxes) that we actually realize (or are deemed to realize in certain circumstances)

in periods after the Business Combination as a result of certain increases in tax basis available to us pursuant to the exercise of the

OpCo Exchange Rights or a Mandatory Exchange and certain benefits attributable to imputed interest.

We will retain the benefit of the

remaining 15% of any actual net cash tax savings that we realize.

federal, state and local income tax and franchise tax (computed using simplifying assumptions

to address the impact of state and local taxes) that we actually realize (or are deemed to realize in certain circumstances) in periods

after the Business Combination as a result of certain increases in tax basis available to us pursuant to the exercise of the OpCo Exchange

Rights or a Mandatory Exchange and certain benefits attributable to imputed interest.

We will retain the benefit of the remaining 15%

of any actual net cash tax savings that we realize.

The term of the Tax Receivable Agreement will

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are calculated by comparing our actual tax liability (determined by using the actual applicable U.S.

federal income tax rate and

an assumed combined state and local income and franchise tax rate) to the amount we would have been required to pay had we not been able

to utilize any of the tax benefits subject to the Tax Receivable Agreement.

The actual increases in tax basis covered by the Tax Receivable

Agreement, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending on a number of factors,

including the timing of any redemption of Exchangeable OpCo Units, the price of Class A Common Stock at the time of each redemption,

the extent to which such redemptions are taxable transactions, the amount of the redeeming OpCo unitholder’s tax basis in its Exchangeable

federal income tax rate and an assumed

combined state and local income and franchise tax rate) to the amount we would have been required to pay had we not been able to utilize

any of the tax benefits subject to the Tax Receivable Agreement.

The actual increases in tax basis covered by the Tax Receivable Agreement,

as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending on a number of factors, including

the timing of any redemption of Exchangeable OpCo Units, the price of Class A Common Stock at the time of each redemption, the extent

to which such redemptions are taxable transactions, the amount of the redeeming OpCo unitholder’s tax basis in its Exchangeable

OpCo Units at the time of the relevant redemption, the depreciation and amortization periods that apply to the increase in tax basis,

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Agreement otherwise terminates early (at our election or as a result of our breach or the commencement of bankruptcy or similar proceedings

by or against us), our obligations under the Tax Receivable Agreement would accelerate and we would be required to make an immediate

payment equal to the present value of the anticipated future payments to be made by us under the Tax Receivable Agreement, and it is expected

by or against us), our obligations under the Tax Receivable Agreement would accelerate and we would be required to make an immediate payment

equal to the present value of the anticipated future payments to be made by us under the Tax Receivable Agreement, and it is expected

that such payment would be substantial.

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events set forth in the Tax Receivable Agreement, including (i) that we have sufficient taxable income to fully utilize the tax benefits

covered by the Tax Receivable Agreement, and (ii) that any OpCo Units (other than those held by us) outstanding on the termination

date are deemed to be redeemed on the termination date.

If we were to experience a change of control or the Tax Receivable Agreement was

otherwise terminated as of the Closing Date, we estimate that the early termination payment would be approximately $18.6 million.

The foregoing amount is merely an estimate, and the actual payment could differ materially.

The aggregate amount of payments that are

actually made under the Tax Receivable Agreement could substantially exceed the estimated termination payment described above.

covered by the Tax Receivable Agreement, and (ii) that any OpCo Units (other than those held by us) outstanding on the termination date

are deemed to be redeemed on the termination date.

If we were to experience a change of control or the Tax Receivable Agreement was otherwise

terminated as of the Closing, we estimate that the early termination payment would be approximately $18.6 million.

The foregoing amount

is merely an estimate, and the actual payment could differ materially.

The aggregate amount of payments that are actually made under the

Tax Receivable Agreement could substantially exceed the estimated termination payment described above.

Any early termination payment may be made significantly

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In the event that payment obligations under

the Tax Receivable Agreement are accelerated in connection with a change of control, the consideration payable to holders of Class A

Common Stock in connection with such change of control could be substantially reduced.

the Tax Receivable Agreement are accelerated in connection with a change of control, the consideration payable to holders of Class A Common

Stock in connection with such change of control could be substantially reduced.

If we experience a change of control (as defined

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As a result of this payment obligation, holders of

Class A Common Stock could receive substantially less consideration in connection with a change of control transaction than they

would receive in the absence of such obligation.

Class A Common Stock could receive substantially less consideration in connection with a change of control transaction than they would

receive in the absence of such obligation.

Further, any payment obligations under the Tax Receivable Agreement will not be conditioned

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made to any TRA Holder will be netted against future payments that would otherwise be made to such TRA Holder, if any, after our determination

of such excess (which determination may be made a number of years following the initial payment and after future payments have been

As a result, in such circumstances, we could make payments that are greater than our actual net cash tax savings, if any, and we

may not be able to recoup those payments, which could have a substantial negative impact on our liquidity.

of such excess (which determination may be made a number of years following the initial payment and after future payments have been made).

As a result, in such circumstances, we could make payments that are greater than our actual net cash tax savings, if any, and we may not

be able to recoup those payments, which could have a substantial negative impact on our liquidity.

If OpCo were to become a publicly traded

partnership taxable as a corporation for U.S.

federal income tax purposes, we and OpCo might be subject to potentially significant

tax inefficiencies, and we would not be able to recover payments previously made by us under the Tax Receivable Agreement even if the

corresponding tax benefits were subsequently determined to have been unavailable due to such status.

federal income tax purposes, we and OpCo might be subject to potentially significant tax

inefficiencies, and we would not be able to recover payments previously made by us under the Tax Receivable Agreement even if the corresponding

tax benefits were subsequently determined to have been unavailable due to such status.

We intend to operate such that OpCo does not become

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the substantial equivalent thereof.

Under certain circumstances, transfers of OpCo

Units could cause OpCo to be treated as a publicly traded partnership.

Under certain circumstances, transfers of OpCo Units could cause OpCo to be treated as a publicly

traded partnership.

Applicable U.S.

Treasury regulations provide for certain

safe harbors from treatment as a publicly traded partnership, and we intend to operate such that redemptions or other transfers of OpCo

Units qualify for one or more of such safe harbors.

For example, we intend to limit the number of holders of OpCo Units, and the

OpCo A&R LLC Agreement provides for certain limitations on the ability of holders of OpCo Units to transfer their OpCo Units and

provides us, as the manager of OpCo, with the right to prohibit the exercise of an OpCo Exchange Right if we determine (based on the advice

of counsel) there is a material risk that OpCo would be a publicly traded partnership as a result of such exercise.

Treasury regulations provide for certain safe harbors from treatment as a publicly traded partnership,

and we intend to operate such that redemptions or other transfers of OpCo Units qualify for one or more of such safe harbors.

we intend to limit the number of holders of OpCo Units, and the OpCo A&R LLC Agreement provides for certain limitations on the ability

of holders of OpCo Units to transfer their OpCo Units and provides us, as the manager of OpCo, with the right to prohibit the exercise

of an OpCo Exchange Right if we determine (based on the advice of counsel) there is a material risk that OpCo would be a publicly traded

partnership as a result of such exercise.

If OpCo were to become a publicly traded partnership

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federal income tax return with OpCo.

In addition, we might not be able to

realize tax benefits covered under the Tax Receivable Agreement, and we would not be able to recover any payments previously made by us

under the Tax Receivable Agreement, even if the corresponding tax benefits (including any claimed increase in the tax basis of OpCo’s

In addition, we might not be able to realize

tax benefits covered under the Tax Receivable Agreement, and we would not be able to recover any payments previously made by us under

the Tax Receivable Agreement, even if the corresponding tax benefits (including any claimed increase in the tax basis of OpCo’s

assets) were subsequently determined to have been unavailable.

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to cause OpCo to make generally pro rata distributions to the holders of OpCo Units, including us, in an amount sufficient to cause each

OpCo unitholder to receive a distribution at least equal to (i) such OpCo unitholder’s allocable share of net taxable income

as calculated with certain assumptions, multiplied by an assumed tax rate, and (ii) with respect to us, any payments required to

be made by us under the Tax Receivable Agreement.

OpCo unitholder to receive a distribution at least equal to (i) such OpCo unitholder’s allocable share of net taxable income as

calculated with certain assumptions, multiplied by an assumed tax rate, and (ii) with respect to us, any payments required to be made

by us under the Tax Receivable Agreement.

The assumed tax rate for this purpose will be the combined maximum U.S.

state, and local rate of tax applicable to an individual resident in New York City, New York for the applicable taxable year.

The amount of tax distributions to such unitholder for any year may be reduced by prior operating distributions made to that unitholder

for such year.

As a result of certain assumptions in calculating the tax distribution payments, including the assumed tax rate, we may

receive tax distributions from OpCo that exceed our actual tax liability and our obligations under the Tax Receivable Agreement by a material

federal, state, and

local rate of tax applicable to an individual resident in New York City, New York for the applicable taxable year.

The amount of tax distributions

to such unitholder for any year may be reduced by prior operating distributions made to that unitholder for such year.

As a result of

certain assumptions in calculating the tax distribution payments, including the assumed tax rate, we may receive tax distributions from

OpCo that exceed our actual tax liability and our obligations under the Tax Receivable Agreement by a material amount.

The receipt of such excess distributions would

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If we retain such cash balances, the holders of Exchangeable

OpCo Units would benefit from any value attributable to such accumulated cash balances as a result of their exercise of the OpCo

Exchange Rights.

OpCo Units would benefit from any value attributable to such accumulated cash balances as a result of their exercise of the OpCo Exchange

We intend to take steps to eliminate any material cash balances.

Such steps could include distributing such cash balances

as dividends on the Class A Common Stock or reinvesting such cash balances in OpCo for additional OpCo Manager Units (with an

accompanying stock dividend with respect to Class A Common Stock).

Such steps could include distributing such cash balances as dividends

on the Class A Common Stock or reinvesting such cash balances in OpCo for additional OpCo Manager Units (with an accompanying stock dividend

with respect to Class A Common Stock).

The tax distributions to the OpCo unitholders

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Funds used by OpCo to satisfy its tax distribution obligations will generally not be available for reinvestment in its business.

The shares of Class A Common Stock being

offered to White Lion represent a substantial percentage of our outstanding Class A Common Stock, and the sales of such shares, or the

perception that these sales could occur, could cause the market price of our Class A Common Stock to decline significantly.

At our discretion, from time to time, we may offer

and sell to White Lion or its permitted transferees up to 11,454,607 shares of Class A Common Stock pursuant to the White Lion Purchase

We will not receive any proceeds from the sale of shares of Class A Common Stock by White Lion.

The sale of shares of our Class A Common Stock

by White Lion, or the perception that these sales could occur, could depress the market price of our Class A Common Stock.

may still have an incentive to sell our Class A Common Stock because it may still experience a positive rate of return on the securities

it purchased due to the differences in the purchase prices it paid for our Class A Common Stock and the public trading price of our Class

A Common Stock.

While White Lion may, on average, experience a positive rate of return based on the current market price of the Class

A Common Stock it purchased, public securityholders may not experience a similar rate of return on the Class A Common Stock they purchased

due to differences in the purchase prices and the current market price.

While White Lion may, on average, experience a positive rate of

return based on the current market price, public stockholders may not experience a similar rate of return on the Class A Common Stock

they purchased if there is such a decline in price and due to differences in the purchase prices and the current market price.

of the Class A Common Stock by White Lion, or the perception that these sales could occur, could result in a significant decline in the

public trading price of our Class A Common Stock.

It is not possible to predict the actual

number of shares we will sell under the White Lion Purchase Agreement to White Lion, or the actual gross proceeds resulting from those

Subject to certain limitations in the White Lion

Purchase Agreement and compliance with applicable law, we have the discretion to deliver notices to White Lion at any time throughout

the White Lion Commitment Period.

The number of shares ultimately offered for sale to White Lion is dependent upon the number of shares

we elect to sell to White Lion under the White Lion Purchase Agreement.

The actual number of shares of Class A Common Stock that are sold

to White Lion may depend based on a number of factors, including the market price of our Class A Common Stock during the sales period.

Actual gross proceeds may be less than $30.0 million, which may impact our future liquidity.

Because the price per share of each share

sold to White Lion will fluctuate during the sales period, it is not currently possible to predict the number of shares that will be sold

or the actual gross proceeds to be raised in connection with those sales, if any.

The issuance of Class A Common Stock to

White Lion may cause substantial dilution to our existing shareholders, and the sale of such shares acquired by White Lion could cause

the price of our Class A Common Stock to decline.

We are registering for resale by White Lion up

to 11,454,607 shares of Class A Common Stock.

After White Lion has acquired shares under the White Lion Purchase Agreement, it may sell

all, some or none of those shares.

Sales to White Lion by us pursuant to the White Lion Purchase Agreement may result in substantial dilution

to the interests of other holders of our Class A Common Stock.

The sale of a substantial number of shares to

White Lion could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that

we might otherwise desire.

The number of shares of our Class A Common Stock ultimately offered for resale by White Lion is dependent upon

the number of shares of Class A Common Stock issued to White Lion pursuant to the White Lion Purchase Agreement.

Depending on a variety

of factors, including market liquidity of our Class A Common Stock, the issuance of shares to White Lion may cause the trading price of

our Class A Common Stock to decline.

We have broad discretion in the use of the

net proceeds we receive from the sale of shares to White Lion and may not use them effectively.

Our management will have broad discretion in the

application of the proceeds we receive from White Lion, if any, and you will not have the opportunity as part of your investment decision

to assess whether our management is using the proceeds appropriately.

Because of the number and variability of factors that will determine

our use of our proceeds from White Lion under the White Lion Purchase Agreement, their ultimate use may vary substantially from their

currently intended use.

The failure by our management to apply these funds effectively could result in financial losses that could have

a material adverse effect on our business and cause the price of our Class A Common Stock to decline.

Pending their use, we may invest

the proceeds from White Lion in short-term, investment grade, interest-bearing securities.

These investments may not yield a favorable

return to our shareholders.

Future sales (including potential sales

of securities to White Lion pursuant to the White Lion Purchase Agreement), or the perception of future sales, by us or our stockholders

in the public market could cause the market price for the Class A Common Stock to decline.

The sale of shares of our Class A Common Stock

in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our Class A

Common Stock.

These sales, or the possibility that these sales may occur, also might make it more difficult for the us to sell equity

securities in the future at a time and at a price that it deems appropriate.

In the future, we may issue our securities to raise capital

or in connection with investments or acquisitions.

The amount of shares of Class A Common Stock issued or issuable upon exercise or conversion

of securities issued in connection with a capital raise or an investment or acquisition could constitute a material portion of the then-outstanding

shares of our Class A Common Stock.

Any issuance of additional securities in connection with capital raising activities, investments

or acquisitions may result in additional dilution to our stockholders.

Risk Factors Relating to the Combined Company

We have incurred, and may continue to incur,

substantial costs in connection with the Mergers, which could adversely affect our financial condition and results of operations.

We incurred a number of non-recurring costs associated

with negotiating and completing the Mergers.

These fees and costs were substantial and, in many cases, were borne entirely by us.

A substantial

majority of these non-recurring expenses consisted of transaction costs related to the Mergers, including, among others, fees paid to

financial, legal, accounting and other advisors.

We continue to assess the magnitude of these costs and may incur additional unanticipated

expenses related to post-closing matters.

The costs described above, as well as any such additional unanticipated costs and expenses,

could have an adverse effect on our financial condition and operating results.

Zeo Energy may fail to realize all of the

anticipated benefits of the Merger or those benefits may take longer to realize than expected.

Zeo Energy believes that there are significant

benefits and synergies that may be realized through leveraging the products, scale and combined enterprise customer bases of Zeo Energy

and Heliogen.

However, the efforts to realize these benefits and synergies will be a complex process and may disrupt both companies’

existing operations if not implemented in a timely and efficient manner.

The full benefits of the Transactions, including the anticipated

sales or growth opportunities, may not be realized as expected or may not be achieved within the anticipated time frame, or at all.

to achieve the anticipated benefits of the Merger could adversely affect Zeo Energy’s results of operations or cash flows, cause

dilution to the earnings per share of Zeo Energy, decrease or delay any accretive effect of the Merger and negatively impact the price

of Class A Common Stock.

Zeo Energy’s success depends, in part, on

its ability to manage its expansion, which poses numerous risks and uncertainties, including the need to integrate the operations and

business of Heliogen into its existing business in an efficient and timely manner, to combine systems and management controls and to integrate

relationships with industry contacts and business partners.

If the Combined Company is unable to compete

effectively, the results of operations of the Combined Company will be materially and adversely affected.

The competitiveness of the Combined Company is

based on factors including Zeo Energy’s and the Combined Company’s lean business model, sales model, vertical integration

and scalable business platform, its combined ability to raise capital and enter into strategic transactions, and recruiting and retaining

qualified management personnel.

If the Combined Company is unable to compete based on such factors, the Combined Company’s results

of operations and business prospects could be harmed.

The Combined Company will have multiple products

and will need to prioritize and focus development on certain of its products.

As a result, the Combined Company may forego or delay pursuit

of opportunities for any future products that later prove to have greater commercial potential.

The resource allocation decisions of the

Combined Company may cause it to fail to capitalize on viable commercial products or profitable market opportunities.

Such failure may

result in the combine company being unable to raise additional capital to continue to fund its existing programs and operations, and could

lead to stockholders losing all or substantially all of their investment in Zeo Energy.

Energy prospective financial information is not

fact and should not be relied upon as being necessarily indicative of future results, and readers of this information statement are cautioned

not to place undue reliance on this information.

Unfavorable changes in any of these or other factors, most of which are beyond Zeo Energy’s

or Heliogen’s control, could materially and adversely affect the Combined Company’s business, results of operations and financial

Combined company stockholders may experience

dilution in the future.

From time to time in the future, the Combined

Company may issue additional shares of Common Stock or securities convertible into Common Stock pursuant to a variety of transactions,

including acquisitions.

The issuance by the Combined Company of additional shares of Common Stock or securities convertible into Common

Stock would dilute your ownership and the sale of a significant amount of such shares in the public market could adversely affect prevailing

market prices of shares of Common Stock.

In the future, the Combined Company may expect

to obtain financing or to further increase its capital resources by issuing additional shares of Zeo Energy capital stock or offering

debt or other equity securities, including additional shares of common stock or warrants to purchase common stock, senior or subordinated

notes, debt securities convertible into equity, or shares of preferred stock.

Issuing additional shares of Zeo Energy capital stock, other

equity securities, or securities convertible into equity may dilute the economic and voting rights Zeo Energy’s existing stockholders,

reduce the market price of shares of Common Stock, or both.

Debt securities convertible into equity could be subject to adjustments in

the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion.

stock, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments

that could limit Zeo Energy’s ability to pay dividends to the holders of Common Stock.

Zeo Energy’s decision to issue securities

in any future offering will depend on market conditions and other factors, which may adversely affect the amount, timing or nature of

Zeo Energy’s future offerings.

As a result, holders of Common Stock bear the risk that Zeo Energy’s future offerings may reduce

the market price of shares of Common Stock and dilute their percentage ownership.

The Combined Company’s ability to

use net operating loss (“NOL”) carryforwards and other tax attributes may be limited, including as a result of the Merger.

Each of Heliogen and Zeo Energy has incurred losses

during its history, and the Combined Company does not expect to become profitable in the near future and may never achieve profitability.

To the extent that the Combined Company continues to generate taxable losses, unused losses will carry forward to offset future taxable

income, if any, until such unused losses expire, if at all.

As of December 31, 2024, Heliogen had U.S.

federal NOL carryforwards and state

NOL carryforwards of $244.4 million and $265.7 million, respectively, and Zeo Energy had U.S.

federal NOL carryforwards and state NOL

carryforwards of $0.7 million and $0.9 million, respectively.

Under current law, U.S.

federal NOL carryforwards generated in taxable periods

beginning after December 31, 2017, may be carried forward indefinitely, but the deductibility of such NOL carryforwards is limited to

80% of taxable income for such year determined without regard to such carryforwards.

It is uncertain if and to what extent various states

will conform to federal law and there may be periods during which the use of NOL carryforwards is suspended or otherwise limited, which

could accelerate or permanently increase state taxes owed.

In addition, under Sections 382 and 383 of the Code, U.S.

federal NOL carryforwards

and other tax attributes may become subject to an annual limitation in the event of certain cumulative changes in ownership.

An “ownership

change” pursuant to Section 382 of the Code generally occurs if one or more stockholders or groups of stockholders who own at least

5% of a company’s stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within

a rolling three-year period.

The Combined Company’s ability to utilize its NOL carryforwards and other tax attributes to offset

future taxable income or tax liabilities may be limited as a result of ownership changes, including potential changes in connection with

the Merger or other transactions.

Similar rules may apply under state tax laws.

If the Combined Company earns taxable income, such limitations

could result in increased future income tax liability to the Combined Company, and the Combined Company’s future cash flows could

be adversely affected.

The business operations of the Combined

Company will be subject to various and changing federal, state, local and foreign laws and regulations that could result in costs or sanctions

that adversely affect the business and results of operations of the Combined Company.

The Combined Company operates in an increasingly

complex regulatory environment.

Businesses in the jurisdictions in which the Combined Company operates are subject to local, legal and

political environments and regulations including with respect to employment, tax, statutory supervision and reporting and trade restriction.

These regulations and environments are also subject to change.

Adjusting business operations to changing environments

and regulations may be costly and could potentially render the particular business operations uneconomical, which may adversely affect

the profitability of the Combined Company or lead to a change in the business operations.

Notwithstanding the best efforts of the Combined

Company, it may not be in compliance with all regulations in the countries in which it operates at all times and may be subject to sanctions,

penalties or fines as a result.

These sanctions, penalties or fines may materially and adversely impact the profitability of the combined.

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-K

Item 1A. Risk Factors