Zeo Energy acquires Heliogen for $10M stock; exchange ratio based on $1.59/share

Zeo Energy Corp.

Total Merger Consideration $10M, adjusted by Heliogen's Net Cash collar of $13M-$16M.
Exchange Ratio = (Consideration / 6.6M fully diluted shares) / $1.5859; Heliogen shareholders get ZEO shares.
Closing conditions include Heliogen stockholder vote, Nasdaq listing, S-4 effectiveness, Net Cash ≥ $10M.
Holders of ~23.5% of Heliogen voting power signed Voting Agreements to support the deal.
Heliogen pays Zeo a termination fee of $450,000 in certain scenarios (e.g., superior proposal).

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