---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-25-073828"
form_type: "8-K"
ticker: null
cik: "0001840292"
company_name: "Heliogen, Inc."
filed_at: "2025-08-11T23:59:59+00:00"
generated_at: "2026-05-17T15:42:14.814607+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Heliogen acquired by Zeo Energy; stockholders receive 0.9591 Zeo shares per HLGN share

## Summary
- 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.

## SEC filing metadata
- accession: 0001213900-25-073828
- form_type: 8-K
- cik: 0001840292
- company_name: Heliogen, Inc.
- filed_at: 2025-08-11T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.02, 2.01, 3.01, 5.01, 5.02, 5.03, 3.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1840292/000121390025073828/0001213900-25-073828-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1840292/000121390025073828/ea0252224-8k_heliogen.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-25-073828
- JSON: https://secwatch.observer/filing/0001213900-25-073828.json
- Plain text: https://secwatch.observer/filing/0001213900-25-073828.txt

## Key facts
- M&A Transactions
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1840292/000121390025073828/0001213900-25-073828-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.