Heliogen to merge with Zeo Energy in all-stock deal valued at $10M; stockholders to receive Zeo Energy shares

Heliogen, Inc.

Total Merger Consideration fixed at $10M, adjusted for Net Cash between $13M-16M collar.
Heliogen stockholders get shares of Zeo Energy Class A Common Stock via Exchange Ratio formula.
Heliogen Net Cash at closing must be >= $10M; Zeo Energy must have filed its Q1 2025 10-Q.
Voting agreements cover ~23.5% of Heliogen voting power; termination fee $450K if Heliogen takes superior bid.
Zeo Energy Class A Common Stock to be listed on Nasdaq; closing expected by Sep 29, 2025.

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