M&A - Heliogen, Inc.

Form Type: 425

Filing Date: 2025-05-29

Corporate Action: Merger

Type: New

Accession Number: 000121390025048490

Filing Summary: On May 28, 2025, Heliogen, Inc. entered into a Merger Agreement with Zeo Energy Corp, which includes a two-step merger process where Heliogen will first merge into a Zeo subsidiary, becoming a wholly-owned subsidiary of Zeo Energy, and then merge into another subsidiary. The agreement has been approved by both companies' boards, and is aimed at providing Heliogen stockholders shares of Zeo Energy’s Class A common stock and potential cash consideration. The transaction is contingent upon various customary closing conditions, including stockholder approval and regulatory filings. Furthermore, the stockholder voting agreements were signed by holders of approximately 23.5% of Heliogen’s voting power to support the merger. A joint press release was issued on May 29, 2025, detailing the merger arrangements, emphasizing that the mergers are designed to qualify as a reorganization for U.S. federal tax purposes.

Form Type: 425

Filing Date: 2025-05-29

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025048528

Filing Summary: Heliogen, Inc. is involved in a proposed acquisition by Zeo Energy Corp. as detailed in the investor presentation dated May 29, 2025. The acquisition of Heliogen, a provider of innovative long-duration energy storage technology, includes the exchange of 100% of HLGN common stock for approximately 6.3 million shares of Zeo common stock at a purchase price of around $10 million. The transaction, which is expected to be tax-free for shareholders of both companies, has been approved by the Board of Directors of both firms and is anticipated to close in the third quarter of 2025, pending Heliogen stockholder approval. Upon closing, Heliogen shareholders will own approximately 11.3% of the combined entity. The merger aims to enhance market reach, streamline operational synergies, strengthen balance sheets, and capitalize on growth opportunities, particularly in the renewable energy sector. The documentation highlights the technical and financial benefits derived from Heliogen's storage technologies, which are positioned to meet growing demands from the AI data center sector. Zeo projects that the acquisition will support its strategic goals in expanding market share and product offerings while maintaining profitability. The presentation urges stakeholders to read the forthcoming proxy statement/prospectus and other SEC filings for detailed information on the transaction.

Form Type: 425

Filing Date: 2025-05-29

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025048907

Filing Summary: Zeo Energy Corp. is acquiring Heliogen Inc. for $10 million in an all-stock transaction, providing Heliogen shareholders with Zeo Energy’s common stock valued at $1.5859 per share. This acquisition is aimed at addressing the increasing demand for power in data centers, driven by advancements in artificial intelligence and the broader electrification of the economy. Zeo Energy plans to leverage Heliogen's technology to establish a division focused on long-duration energy storage, targeting commercial and industrial facilities, including those supporting data centers.

Form Type: 8-K

Filing Date: 2025-05-29

Corporate Action: Merger

Type: New

Accession Number: 000121390025048489

Filing Summary: On May 28, 2025, Heliogen, Inc. entered into a Merger Agreement with Zeo Energy Corp., along with two wholly-owned subsidiaries of Zeo Energy, Hyperion Merger Corp. and Hyperion Acquisition LLC. The agreement outlines a two-step merger process where Heliogen merged with Merger Sub I and subsequently merged with Merger Sub II, with Zeo Energy Class A Common Stock being issued as consideration to Heliogen stockholders. The exchange ratio for stock conversion is defined by the Total Merger Consideration and the fully diluted shares of Heliogen. The terms of the agreement also accelerate vesting of Heliogen's options and restrict alternative business transaction discussions by Heliogen's Board of Directors. The completion of the merger is conditional on stockholder approval and customary closing conditions. A joint press release regarding the merger was issued on May 29, 2025, highlighting the significance of the transaction for both companies.