8-K: Zeo Energy Completes Heliogen Merger, Forms New Subsidiary

Zeo Energy Corp. announced the successful completion of its merger with Heliogen, Inc., making Heliogen a direct, wholly-owned subsidiary.

Summary

• Zeo Energy Corp. completed its merger with Heliogen, Inc. on August 8, 2025, following the previously announced Agreement and Plan of Merger and Reorganization dated May 28, 2025.
• Heliogen, Inc. is now a direct, wholly-owned subsidiary of Zeo Energy Corp. after a two-step merger process.
• Heliogen common stock holders received 0.9591 shares of Zeo Energy Class A Common Stock for each share of Heliogen Common Stock.
• Restricted Stock Units (RSUs) relating to Heliogen Common Stock were accelerated, fully vested, and converted into the merger consideration.
• Heliogen Options with an exercise price equal to or greater than the Per Share Purchase Price were cancelled without payment.
• Commercial Warrants were exercised prior to the merger's effective time, with holders receiving merger consideration for the underlying shares.
• SPAC Warrants were cancelled without payment as the merger consideration did not exceed their exercise price of $402.50 per share.
• Heliogen Common Stock (HLGN) ceased trading on the OTCQX, and Heliogen SPAC Warrants (HLGNW) ceased trading on the OTCPK.

Sentiment

Score: 5

Explanation: The filing is a factual report of a completed corporate transaction, which is neutral in sentiment as it simply confirms an expected event without providing new performance data or forward-looking financial guidance.

Positives

• Successful completion of the strategic merger with Heliogen, Inc., integrating its operations as a wholly-owned subsidiary.
• Cancellation of certain Heliogen Options and SPAC Warrants without payment, which avoids dilution or cash outflow for Zeo Energy Corp. related to these instruments.

Future Outlook

Zeo Energy Corp. intends to file the required financial statements of the acquired business and pro forma financial information by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

Management Comments

• Timothy Bridgewater, Chief Executive Officer, signed the report on behalf of Zeo Energy Corp.

Industry Context

NA

Stakeholder Impact

• Heliogen stockholders received Zeo Energy Class A Common Stock at an exchange ratio of 0.9591 shares for each Heliogen share.
• Heliogen RSU holders had their units accelerated, vested, and converted into Zeo Energy Class A Common Stock.
• Heliogen Option holders with exercise prices at or above the Per Share Purchase Price had their options cancelled without payment.
• Heliogen Commercial Warrant holders exercised their warrants and received merger consideration.
• Heliogen SPAC Warrant holders had their warrants cancelled without payment as the merger consideration did not exceed the $402.50 exercise price.
• Heliogen's common stock and SPAC warrants ceased trading on OTCQX and OTCPK, respectively.

Next Steps

• Filing of financial statements of the acquired business by amendment to Form 8-K within 71 calendar days.
• Filing of pro forma financial information by amendment to Form 8-K within 71 calendar days.

Key Dates

Keywords

Zeo Energy, Heliogen, Merger, Acquisition, 8-K, Corporate Action, Common Stock, Warrants, Nasdaq