This prospectus contains forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995, including statements regarding, among other things, the plans, strategies and prospects, both business and financial, of the Company. These statements are based on the beliefs and assumptions, whether or not identified in this prospectus, of the management of the Company. Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, the Company cannot assure you that it will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements may be preceded by, followed by or include the words “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “project,” “scheduled,” “seek,” “should,” “will” or similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements contained in this prospectus include, but are not limited to, statements about the ability of the Company to:
| ● | the failure to realize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of Zeo to grow and manage growth profitably, maintain relationships with customers and suppliers and retain key employees; |
| ● | the outcome of any legal proceedings that may be instituted in connection with the Business Combination; |
| ● | Zeo’s success in retaining or recruiting its principal officers, key employees or directors; |
| ● | intense competition and competitive pressures from electric utilities and other companies in the industry in which Zeo operates; |
| ● | factors relating to the business, operations and financial performance of Zeo, including market conditions and global and economic factors beyond Zeo’s control; |
| ● | changes in general economic conditions, including unemployment, inflation (including the impact of tariffs) or deflation, financial institution disruptions and geopolitical conflicts such as the conflict between Russia and Ukraine and the conflict in the Gaza Strip; |
| ● | the reduction or elimination of government economic incentives to the renewable energy market; |
| ● | the ability of Zeo to issue equity or equity-linked securities or obtain debt financing; |
| ● | the demand for renewable energy not being sustained or growing in size; |
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| ● | impacts of climate change, changing weather patterns and conditions and natural disasters; |
| ● | increases in costs of solar energy system components and raw materials; |
| ● | loss of a supplier or other supply chain disruptions; |
| ● | problems with the quality or performance of the solar energy systems that Zeo sells; |
| ● | the effect of legal, tax and regulatory changes; and |
| ● | each of the other factors detailed under the section entitled “Risk Factors.” |
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