UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark one)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number: 001-40927

ZEO ENERGY CORP.

(Exact name of registrant as specified in its charter)

Delaware		98-1601409
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

7625 Little Rd, Suite 200A, New Port Richey, FL 34654

(Address of principal executive offices and Zip Code)

(727) 375-9375

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	ZEO	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Class A Common Stock at a price of $11.50, subject to adjustment	ZEOWW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

As of November 12, 2025, the registrant had 33,149,931 shares of Class A common stock, par value $0.0001 outstanding, and 24,380,000 shares of Class V common stock, par value $0.0001, outstanding.

ZEO ENERGY CORP.

Quarterly Report on Form 10-Q

Period Ended September 30, 2025

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION		1
Item 1. Financial Statements		1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
Item 3. Quantitative and Qualitative Disclosures about Market Risk		31
Item 4. Control and Procedures		31
PART II – OTHER INFORMATION		32
Item 1. Legal Proceedings		32
Item 1A. Risk Factors		32
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		32
Item 3. Defaults Upon Senior Securities		32
Item 4. Mine Safety Disclosures		32
Item 5. Other Information		32
Item 6. Exhibits		33
SIGNATURES		34

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

ZEO ENERGY CORP.

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

		Page
Financial Statements (Unaudited)		1
Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024		2
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024		3
Condensed Consolidated Statements of Changes in Redeemable Non-Controlling Interests and Stockholders’ Deficit for the Three and Nine Months Ended September 30, 2025 and 2024		4
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024		6
Notes to Condensed Consolidated Financial Statements		7

ZEO ENERGY CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,
	2025			2024
ASSETS	(Unaudited)
Current Assets
Cash and cash equivalents	$	3,915,900		$	5,634,115
Accounts receivable, net		10,918,344			9,994,881
Accounts receivable – related parties		465,047			191,662
Inventories		934,871			872,470
Contract assets		2,511,737			640,709
Contract assets – related parties		3,581,890			-
Prepaid expenses and other current assets		1,590,333			1,554,838
Total Current Assets		23,918,122			18,888,675

Other assets		92,712			75,935
Interest receivable – related parties		114,393			-
Deferred tax asset, net		-			238,491
Property and equipment, net		2,871,507			2,475,963
Operating lease right-of-use assets		1,067,373			1,268,139
Finance lease right-of-use assets		344,657			447,012
Related party note receivable		3,000,000			3,000,000
Intangibles, net		-			7,571,156
Goodwill		27,091,695			27,010,745
TOTAL ASSETS	$	58,500,459		$	60,976,116

LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable	$	3,446,248		$	2,780,885
Accrued expenses and other current liabilities		2,844,376			5,181,087
Accrued expenses and other current liabilities – related parties		-			3,359,101
Contract liabilities		1,250,465			201,607
Contract liabilities – related parties		-			2,000
Current portion of operating lease obligations		724,083			583,429
Current portion of finance lease obligations		140,300			130,464
Current portion of long-term debt		22,887			291,036
Convertible promissory note, net		2,485,000			2,440,000
Total Current Liabilities		10,913,359			14,969,609

Operating lease obligations, net of current portion		448,633			799,385
Finance lease obligations, net of current portion		242,318			348,807
Long-term debt, net of current portion		61,713			496,623
Warrant liabilities		757,620			1,449,000
TOTAL LIABILITIES		12,423,643			18,063,424

Redeemable Non-Controlling Interests
Class A convertible preferred units, 1,500,000 units issued and outstanding as of September 30, 2025 and December 31, 2024		16,775,111			16,130,871
Class B units, 22,980,000 and 33,730,000 units issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		31,023,000			115,693,900

Stockholders’ Deficit
Class V common stock, $0.0001 par value, 100,000,000 authorized shares; 24,480,000 and 35,230,000 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		2,448			3,523
Class A common stock, $0.0001 par value, 300,000,000 authorized shares; 31,198,080 and 13,252,964 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		3,120			1,326
Additional paid-in capital		60,084,125			14,523,963
Accumulated other comprehensive loss		(4,895	)		-
Accumulated deficit		(61,806,093	)		(103,440,891	)
TOTAL STOCKHOLDERS’ DEFICIT		(1,721,295	)		(88,912,079	)
TOTAL LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND STOCKHOLDERS’ DEFICIT	$	58,500,459		$	60,976,116

The accompanying notes are an integral part of these condensed consolidated financial statements.

ZEO ENERGY CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Revenues
Revenue, net	$	16,879,429		$	17,329,201		$	33,072,267		$	36,457,234
Related party revenue, net		7,017,019			2,328,704			17,709,806			18,139,099
Total Net Revenues		23,896,448			19,657,905			50,782,073			54,596,333

Operating Expenses
Cost of revenues		10,053,666			9,787,350			22,127,832			30,805,155
Depreciation and amortization		249,447			499,876			8,325,628			1,413,074
Sales and marketing		9,588,385			5,202,525			17,354,517			16,178,375
General and administrative		5,985,459			7,151,005			21,319,509			15,893,998
Total Operating Expenses		25,876,957			22,640,756			69,127,486			64,290,602

LOSS FROM OPERATIONS		(1,980,509	)		(2,982,851	)		(18,345,413	)		(9,694,269	)

Other Income (Expense)
Other income		165,308			137,508			300,999			188,329
Interest expense		(129,719	)		(209,227	)		(130,007	)		(294,257	)
Gain on change in fair value of warrant liabilities		124,200			138,000			691,380			828,000
Total Other Income		159,789			66,281			862,372			722,072

NET LOSS FROM OPERATIONS BEFORE INCOME TAXES		(1,820,720	)		(2,916,570	)		(17,483,041	)		(8,972,197	)
Income tax benefit (provision)		(48,752	)		44,146			(385,258	)		235,352
NET LOSS	$	(1,869,472	)	$	(2,872,424	)	$	(17,868,299	)	$	(8,736,845	)

Less: net loss attributable to Sunergy Renewables LLC prior to the business combination		-			-			-			(523,681	)
NET LOSS SUBSEQUENT TO THE BUSINESS COMBINATION		(1,869,472	)		(2,872,424	)		(17,868,299	)		(8,213,164	)

Less: Net income (loss) attributable to redeemable non-controlling interests		1,355,548			(2,448,162	)		(5,866,178	)		(5,979,621	)
NET LOSS ATTRIBUTABLE TO CLASS A COMMON STOCKHOLDERS	$	(3,225,020	)	$	(424,262	)	$	(12,002,121	)	$	(2,233,543	)

LOSS PER CLASS A COMMON SHARE – BASIC AND DILUTED	$	(0.12	)	$	(0.08	)	$	(0.53	)	$	(0.60	)
WEIGHTED-AVERAGE CLASS A COMMON SHARES OUTSTANDING – BASIC AND DILUTED		27,307,260			5,053,942			22,489,940			3,696,721

COMPREHENSIVE LOSS
Foreign currency translation adjustments		4,895			-			4,895			-
NET COMPREHENSIVE LOSS	$	(3,229,915	)	$	(424,262	)	$	(12,007,016	)	$	(2,233,543	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

ZEO ENERGY CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE
NON-CONTROLLING INTERESTS AND STOCKHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

(UNAUDITED)

	Redeemable Non-Controlling Interests																								Accumulated
	Class A Convertible Preferred Units					Class B Units						Class V Common Stock						Class A Common Stock				Additional Paid-in			Other Comprehensive			Accumulated			Total Stockholders’
	Units		Amount			Units			Amount			Shares			Amount			Shares		Amount		Capital			Loss			Deficit			(Deficit)
Balance, December 31, 2024		1,500,000	$	16,130,871			33,730,000		$	115,693,900			35,230,000		$	3,523			13,252,964	$	1,326	$	14,523,963		$	-		$	(103,440,891	)	$	(88,912,079	)
Stock-based compensation		-		-			-			-			-			-			-		-		2,137,247			-			-			2,137,247
Class A common stock issued to employees for services		-		-			-			-			-			-			43,500		4		63,505			-			-			63,509
Reverse recapitalization related deferred taxes and adjustments		-		-			-			-			-			-			-		-		(238,491	)		-			-			(238,491	)
Class A common stock issued in exchange for OpCo class B units and corresponding class V common stock		-		-			(8,500,000	)		(18,785,000	)		(8,500,000	)		(850	)		8,500,000		850		18,785,000			-			-			18,785,000
Subsequent measurement of redeemable non-controlling interests		-		-			-			(51,448,264	)		-			-			-		-		-			-			51,448,264			51,448,264
Net income (loss)		-		405,237			-			(7,363,336	)		-			-			-		-		-			-			(6,361,265	)		(6,361,265	)
Balance, March 31, 2025		1,500,000	$	16,536,108			25,230,000		$	38,097,300			26,730,000		$	2,673			21,796,464	$	2,180	$	35,271,224		$	-		$	(58,353,892	)	$	(23,077,815	)
Stock-based compensation		-		-						-			-			-			-		-		1,078,202			-			-			1,078,202
Class A common stock issued upon vesting of restricted stock awards		-		-						-			-			-			50,000		5		(5	)		-			-			-
Class A common stock issued in exchange for OpCo class B units and corresponding class V common stock		-		-			(250,000	)		(417,500	)		(250,000	)		(25	)		250,000		25		417,500			-			-			417,500
Subsequent measurement of redeemable non-controlling interests		-		-						35,448,793			-			-			-		-		-			-			(35,448,793	)		(35,448,793	)
Net income (loss)		-		422,966						(686,593	)		-			-			-		-		-			-			(2,415,836	)		(2,415,836	)
Balance, June 30, 2025		1,500,000	$	16,959,074			24,980,000		$	72,442,000			26,480,000		$	2,648			22,096,464	$	2,210	$	36,766,921		$	-		$	(96,218,521	)	$	(59,446,742	)
Stock-based compensation		-		-			-			-			-			-			-		-		2,733,678			-			-			2,733,678
Class A common stock issued upon vesting of restricted stock awards		-		-			-			-			-			-			206,293		20		(20	)		-			-			-
Tax withholding paid related to stock-based compensation		-		-			-			-			-			-			-		-		(160,353	)		-			-			(160,353	)
Class A common stock issued in exchange for OpCo class B units and corresponding class V common stock		-		-			(2,000,000	)		(4,700,000	)		(2,000,000	)		(200	)		2,000,000		200		4,700,000			-			-			4,700,000
Class A common stock issued in the acquisition of Heliogen, Inc.		-		-			-			-			-			-			6,217,612		622		14,424,238			-			-			14,424,860
Class A common stock issued in settlement of accrued advisory fees		-		-			-			-			-			-			677,711		68		1,619,661			-			-			1,619,729
Dividends paid to preferred unit holders		-		(621,063	)		-			-			-			-			-		-		-			-			-			-
Foreign currency translation		-		-			-			-			-			-			-		-		-			(4,895	)		-			(4,895	)
Subsequent measurement of redeemable non-controlling interests		-		-			-			(37,637,448	)		-			-			-		-		-			-			37,637,448			37,637,448
Net income (loss)		-		437,100			-			918,448			-			-			-		-		-			-			(3,225,020	)		(3,225,020	)
Balance, September 30, 2025		1,500,000	$	16,775,111			22,980,000		$	31,023,000			24,480,000		$	2,448			31,198,080	$	3,120	$	60,084,125		$	(4,895	)	$	(61,806,093	)	$	(1,721,295	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

ZEO ENERGY CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE
NON-CONTROLLING INTERESTS AND STOCKHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

(UNAUDITED)

Redeemable Non-Controlling Interests

SEC Form 10-Q filed by Zeo Energy Corporation