ZEO.NASDAQZeo Energy CORP

10-Q/A: ZEO Energy Corp. Files Amended Quarterly Report to Correct Sarbanes-Oxley Certifications

Sentiment:

Amendment to Quarterly Report


ZEO Energy Corp. filed an amendment to its Quarterly Report on Form 10-Q for the period ended September 30, 2024, solely to correct the identification and titling of Sarbanes-Oxley Act certifications.

Summary

  • ZEO Energy Corp. filed Form 10-Q/A Amendment No. 1 to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, which was originally filed on January 23, 2025.
  • The sole purpose of this amendment is to correct errors in Item 6 of Part II of the Original Filing, specifically concerning Exhibits 31.1, 31.2, 32.1, and 32.2.
  • Corrections include: (i) correctly identifying Exhibits 31.1 and 31.2 as 'filed' instead of 'furnished', (ii) correctly titling Exhibit 31.2 as 'Certification of the Principal Financial Officer', (iii) filing Exhibits 31.1 and 31.2 as separate exhibits, and (iv) filing Exhibits 32.1 and 32.2 as separate exhibits.
  • No other changes, modifications, or updates have been made to the Original Filing, including any financial or other information.
  • The amendment does not reflect events that may have occurred subsequent to the Original Filing Date of January 23, 2025.
  • As of July 3, 2025, the company had 22,824,845 shares of Class A common stock, par value $0.0001, outstanding, and 26,480,000 shares of Class V common stock, par value $0.0001, outstanding.

Sentiment

Score: 6

Explanation: Slightly positive as it indicates the company is actively addressing and correcting administrative errors to ensure full compliance with SEC regulations, which is a good sign for corporate governance, even if the initial error was a minor negative.

Positives

  • Demonstrates commitment to regulatory compliance by actively correcting administrative filing errors.
  • Ensures proper identification and titling of critical Sarbanes-Oxley certifications, reinforcing corporate governance standards.

Negatives

  • The initial filing contained administrative errors regarding exhibit identification and titling, necessitating this amendment.

Future Outlook

NA

Management Comments

  • "Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report."
  • "Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report."
  • "The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended."
  • "The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report."

Industry Context

This amendment is a routine compliance filing focused on correcting administrative details of an SEC report and does not provide specific industry context or trends.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Exhibit CorrectionCorrection of exhibit identification and titling for Sarbanes-Oxley Act Section 302 and Section 906 certifications of the Principal Executive Officer and Principal Financial Officer. Exhibits 31.1 and 31.2 are now correctly identified as 'filed' instead of 'furnished', and Exhibit 31.2 is correctly titled. Exhibits 31.1, 31.2, 32.1, and 32.2 are now filed as separate exhibits.2025-07-09Ensures proper regulatory compliance and transparency regarding management certifications of financial reports.

Stakeholder Impact

  • Shareholders: Provides assurance of the company's commitment to regulatory compliance and accurate financial reporting, as management certifications are now correctly filed.
  • Regulatory Authorities: Addresses and corrects previous filing discrepancies, ensuring adherence to SEC requirements.

Key Dates

DateDescription
2024-03-20Date of Certificate of Incorporation and Bylaws of Zeo Energy Corp. (referenced in Exhibit 3.1 and 3.2).
2024-09-30End of the quarterly period covered by the original Form 10-Q and this amendment.
2025-01-23Original Filing Date of the Quarterly Report on Form 10-Q for the period ended September 30, 2024.
2025-07-03Date of common stock outstanding count (22,824,845 Class A shares and 26,480,000 Class V shares).
2025-07-09Date of filing of this Amendment No. 1 on Form 10-Q/A and signing date for certifications by CEO and CFO.

Keywords

SEC filing, 10-Q/A, amendment, Sarbanes-Oxley Act, SOX, certifications, corporate governance, financial reporting, compliance, ZEO Energy Corp.

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