ZEO 8-K filed 2025 · insiderdelta

Item 4.01 Changes in Registrant’s Certifying Accountant.

On October 31, 2025, the
audit committee of the board of directors (the “Board”) and the Board of Zeo Energy Corp, a Delaware corporation (the “Company”),
after discussion with the management of the Company, approved the dismissal of Grant Thornton LLP (“GT”), the Company’s
independent registered public accounting firm, and approved the appointment of Tanner LLC (“Tanner”)
as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, effective immediately.

GT’s reports on the
Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2024 and 2023 did not contain any
adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the period from April
16, 2024, the date GT was appointed, to October 31, 2025, the date of dismissal, there were no (a) disagreements (as defined in Item 304(a)(1)(iv)
of Regulation S-K and the related instructions) with GT on any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of GT, would have caused GT to make reference
to such disagreement in its report on the Company’s consolidated financial statements for the relevant year  or (b) “reportable
events” (as defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions), except that there were material weaknesses
in the Company’s internal control over financial reporting, related to ineffective controls over information and communication and
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.    The Company’s management also did not design and maintain effective controls
over the calculation of earnings per share and the classification of the reinvestment of interest and dividend income in the statement
of cash flows. These material weaknesses in internal control over financial reporting have been disclosed in the company’s quarterly
reports on Form 10-Q for 2024 and 2025 and annual report on Form 10-K for the year ended December 31, 2024. The Audit Committee discussed
the subject matter of each of these reportable events with GT, and the Company authorized GT to respond fully to the inquiries of the
successor auditor concerning the subject matter of each of these reportable events.

During the fiscal years ended
December 31, 2024 and 2023, and the subsequent interim period through October 31, 2025, the Company did not consult with Tanner regarding
the application of accounting principles to a specific completed or contemplated transaction or regarding the type of audit opinions that
might be rendered by Tanner on the Company’s financial statements, and Tanner did not provide any written or oral advice that was
an important factor considered by the Company in reaching a decision as to any such accounting, auditing or financial reporting issue.

The Company provided GT with
a copy of this Current Report on Form 8-K prior to its filing with the SEC and requested that GT furnish the Company with a letter addressed
to the SEC, pursuant to Item 304(a)(3) of Regulation S-K, stating whether it agrees with the above statement and, if it does not agree,
the respects in which it does not agree. A copy of the letter, dated November 4, 2025, is filed as Exhibit 16.1 (which is incorporated
by reference herein) to this Current Report on Form 8-K.
ZEO Zeo Energy Corp. - 8-K

Item 4.01 - Changes in Registrant's Certifying Accountant

Item 9.01 - Financial Statements and Exhibits
