Heliogen, Inc.: M&A transaction — Heliogen acquired by Zeo Energy; stockholders receive 0.9591 Zeo shares per HLGN share

Heliogen, Inc.

Merger completed Aug 8, 2025; each Heliogen share converted into 0.9591 Zeo Energy Class A shares.
Heliogen common stock and warrants to be delisted from OTCQX and OTCPK; Form 15 to be filed to suspend SEC reporting.
Heliogen's directors and officers resigned; Timothy Bridgewater and Stirling Adams became directors/officers of surviving entity.
Stockholders approved merger at special meeting with 3,504,832 votes for, 167,216 against.
All outstanding Heliogen options and RSUs vested and cancelled; no payment for out-of-the-money options or SPAC warrants.

item 1.02 item 2.01 item 3.01 item 5.01 item 5.02 item 5.03 item 3.03 item 5.07 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.95

Heliogen, Inc. completed an acquisition involving Zeo Energy Corp. for Heliogen became a direct, wholly owned subsidiary of Zeo Energy (closed 2025-08-08).

Action: acquisition
Counterparty: Zeo Energy Corp.
Consideration: Heliogen became a direct, wholly owned subsidiary of Zeo Energy
Closing: 2025-08-08

Exact text from the filing

On August 8, 2025, Merger Sub I merged with and into Heliogen (the “ First Merger ”), with Heliogen surviving the First Merger (Heliogen, as the surviving entity of the First Merger, the “ First Surviving Corporation ”) with the First Surviving Corporation becoming a direct, wholly owned subsidiary of Zeo Energy, and immediately following the First Merger, the First Surviving Corporation merged with and into Merger Sub II (the “ Second Merger ” and, together with the First Merger, the “ Mergers ”), with Merger Sub II surviving the Second Merger and becoming a direct, wholly owned subsidiary of Zeo Energy.

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Source: SEC EDGAR

accession 0001213900-25-073828

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