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Cover - shares | 6 Months Ended |
--- | --- | ---
Jun. 30, 2024 | Jan. 22, 2025
Document Information [Line Items] |  |
Document Type | 10-Q/A |
Document Quarterly Report | true |
Document Transition Report | false |
Entity Interactive Data Current | Yes |
Amendment Flag | true |
Amendment Description | References throughout this Amendment No. 1 to the Quarterly Report on Form 10-Q to “we,” “us,” the “Company” or “our company” are to Zeo Energy Corp., unless the context otherwise indicates.The Company is filing this Amendment No. 1 (“Amendment No. 1”) to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, originally filed with the Securities and Exchange Commission (“SEC”) on August 19, 2024 (the “Original Filing”) to restate its unaudited condensed consolidated interim financial statements as of and for the three and six months ended June 30, 2024.During the preparation of the Company’s unaudited condensed consolidated interim financial statements for the three and nine months ended September 30, 2024, the Company’s management identified the following misstatements, to the Company’s financial statements: ● For the three and six months ended June 30, 2024, there were misstatements to revenue, net of financing fees and total revenue, cost of goods sold (exclusive of depreciation and amortization), prepaid installation costs, contract liabilities and accounts receivable, net for improper cut-off. Adjustments have been made to revenue, net of financing fees, total revenue and cost of goods sold (exclusive of depreciation and amortization) on the statements of operations as well as adjustments to reflect these adjustments in the balance sheet, statement of changes in redeemable noncontrolling interests and stockholders’ equity and statement of cash flows. ● For the three and six months ended June 30, 2024 and 2023, cost of goods sold (exclusive of depreciation and amortization) included selling expenses related to commissions earned by the sales team and third party dealers related to obtaining sales orders and contracts. The Company has further determined that selling expenses should not be included in the cost of goods sold (exclusive of depreciation and amortization) but instead in sales and marketing expense as they do not relate to the direct delivery of the product or service but rather to the acquiring of the customer and sale of the product or service. This misstatement has no impact on total operating expenses, (loss) income from operations or net (loss) income. Additionally, this misstatement has no impact on the balance sheets, statements of changes in redeemable noncontrolling interests and stockholders’ equity or statements of cash flows. ● As of June 30, 2024 and December 31, 2023, finance lease assets and liabilities were included in property, equipment and other fixed assets, net and in the current portion of long-term debt and long-term debt. The Company has further determined that the vehicles should be recorded as right-of-use finance lease assets and finance lease liabilities. Adjustments have been made to depreciation and amortization expense and interest expense on the statements of operations as well as adjustments to reflect the presentation of finance leases in the statements of cash flows. ● For the six months ended June 30, 2023, adjustments have been made to reflect the correct presentation of operating leases within the statement of cash flows. This has no impact on total operating cash flows. ● As of June 30, 2024, prepaid expenses and other current assets included prepaid expenses associated with shares issued in connection with arrangements with the Company’s service providers. After further investigation, it was determined that certain of these prepaid expenses should have been expensed at the time of issuance as there was no future service obligation in place and other prepaid expenses did not have the appropriate amortization expense recorded in association with the arrangements. Certain of these amounts initially recorded did not reflect the fair value of the Class A Common Stock at the date of the Business Combination which resulted in additional expense and an impact to additional paid-in capital for the incremental value of the shares issued. After further investigation, it was determined that this should be recorded as a period expense at the time of the issuance as there was no future service obligation in place. The amount recorded reflects the fair value at the date of the Business Combination and resulted in additional expense and an impact to additional paid-in capital for the incremental value. ● For the three and six months ended June 30, 2024 and 2023, due to the nature of the underlying costs, reclassifications of expenses have been made between cost of goods sold (exclusive of depreciation and amortization), sales and marketing and general and administrative. This misstatement has no impact on total operating expenses, (loss) income from operations or net (loss) income. Additionally, this misstatement has no impact on the balance sheets, statements of changes in redeemable noncontrolling interests and stockholders’ equity or statements of cash flows. Therefore, on November 13, 2024, the audit committee of the board of directors of the Company, after discussion with the Company’s management, concluded that (i) the Company’s previously issued financial statements, Management’s Discussion and Analysis of Financial Condition and Results of Operation and unaudited pro forma combined financial information for the fiscal years ended December 31, 2023 and 2022 included in the Company’s Form 8-K as filed with SEC on March 20, 2024 and as amended on March 25, 2024 and August 19, 2024, (ii) the Company’s unaudited condensed consolidated interim financial statements for the three months ended March 31, 2024 included in the Quarterly Report on Form 10-Q/A as filed with the SEC on August 19, 2024 (the “Q1 10-Q”), (iii) the Company’s unaudited condensed consolidated interim financial statements for the three and six months ended June 30, 2024 included in the Quarterly Report on Form 10-Q as filed with the SEC on August 19, 2024 (the “Q2 10-Q”, and together with the Q1 10-Q, the “10-Qs”) and (iv) the financial statements noted in items (i) through (iii) above included in the Company’s Registration Statement on Form S-1, as amended, which was declared effective by the SEC on October 1, 2024, should no longer be relied upon due to the misstatements described above.As such, the Company is filing this Amendment No. 1 to the Q2 10-Q to restate its unaudited condensed consolidated interim financial statements as of and for the three and six months ended June 30, 2024.After re-evaluation, the Company’s management has concluded that the errors arose due to its previously reported material weaknesses in the Company’s internal control over financial reporting relating to ineffective controls over period end financial disclosure and reporting processes, including, (i) not timely performing certain reconciliations and the completeness and accuracy of those reconciliations; (ii) lack of effectiveness of controls over accurate accounting and financial reporting and reviewing the underlying financial statement elements; and (iii) recording incorrect journal entries that did not have sufficient review and approval. The Company’s remediation plan with respect to such material weakness is described in more detail in Item 4 of Part I to this Quarterly Report on Form 10-Q/A.The only changes to the Q2 10-Q are those related to the matters described above. Except as described above, this Amendment does not amend, update or change any other item or disclosure in the Q2 10-Q and does not purport to reflect any information or event subsequent to the filing thereof. As such, this Amendment speaks only as of the date the Q2 10-Q was filed, and we have not undertaken to amend, update or change any information contained in the Q2 10-Q to give effect to any subsequent event, other than as expressly indicated in this Amendment. Accordingly, this Amendment should be read in conjunction with the Q2 10-Q. |
Document Period End Date | Jun. 30, 2024 |
Document Fiscal Year Focus | 2024 |
Document Fiscal Period Focus | Q2 |
Entity Information [Line Items] |  |
Entity Registrant Name | ZEO ENERGY CORP. |
Entity Central Index Key | 0001865506 |
Entity File Number | 001-40927 |
Entity Tax Identification Number | 98-1601409 |
Entity Incorporation, State or Country Code | DE |
Current Fiscal Year End Date | --12-31 |
Entity Current Reporting Status | Yes |
Entity Shell Company | false |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Contact Personnel [Line Items] |  |
Entity Address, Address Line One | 7625 Little Rd |
Entity Address, Address Line Two | Suite 200A |
Entity Address, City or Town | New Port Richey |
Entity Address, State or Province | FL |
Entity Address, Postal Zip Code | 34654 |
Entity Phone Fax Numbers [Line Items] |  |
City Area Code | (727) |
Local Phone Number | 375-9375 |
Class A Common Stock, par value $0.0001 per share |  |
Entity Listings [Line Items] |  |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share |
Trading Symbol | ZEO |
Security Exchange Name | NASDAQ |
Warrants, Each Exercisable for One Share of Class A Common Stock at a Price of $11.50, Subject to Adjustment |  |
Entity Listings [Line Items] |  |
Title of 12(b) Security | Warrants, each exercisable for one share of Class A Common Stock at a price of $11.50, subject to adjustment |
Trading Symbol | ZEOWW |
Security Exchange Name | NASDAQ |
Class A Common Stock |  |
Entity Listings [Line Items] |  |
Entity Common Stock, Shares Outstanding |  | 14,031,345
Class V Common Stock |  |
Entity Listings [Line Items] |  |
Entity Common Stock, Shares Outstanding |  | 35,230,000

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