M&A - Zeo Energy Corp.

Form Type: 425

Filing Date: 2025-05-29

Corporate Action: Merger

Type: New

Accession Number: 000121390025048510

Filing Summary: On May 28, 2025, Zeo Energy Corp. entered into a Merger Agreement with Heliogen, Inc., involving two mergers: the first merging Heliogen into a subsidiary of Zeo Energy and the second merging the surviving entity into another subsidiary. This transaction aims to restructure Heliogen, with Zeo Energy stockholders receiving a number of shares of Zeo Energy Class A Common Stock based on an Exchange Ratio tied to Heliogen’s financial standing at the closing. The agreement has received board approval and will require stockholder consent from Heliogen. Specific provisions address the treatment of Heliogen’s outstanding equity awards in the merger process. Closing conditions include various regulatory approvals and financial metrics. A joint press release regarding the merger was issued on May 29, 2025, outlining the details and expectations from this strategic merger.

Form Type: 8-K

Filing Date: 2025-05-29

Corporate Action: Merger

Type: New

Accession Number: 000121390025048509

Filing Summary: On May 28, 2025, Zeo Energy Corp. entered into a Merger Agreement with Heliogen, Inc., whereby Zeo Energy will merge with Heliogen in a two-step process. The first step involves Merger Sub I merging with Heliogen, leading to Heliogen becoming a subsidiary of Zeo Energy. The second step involves Heliogen merging with Merger Sub II. This transaction has been approved by both companies’ boards of directors with the aim of creating a single cohesive entity. Heliogen shareholders will receive shares of Zeo Energy Class A Common Stock based on an Exchange Ratio calculated in accordance with specific financial metrics and cash compensation for fractional shares. The agreement is contingent upon customary closing conditions such as stockholder approval from Heliogen's side, compliance with legal frameworks, and meeting cash requirements. Additionally, Zeo Energy has entered into Voting Agreements with stockholders representing approximately 23.5% voting power of Heliogen, indicating strong backing for the merger. Following the announcement, a joint press release was issued detailing the Merger Agreement and progress toward completion.

Form Type: 8-K/A

Filing Date: 2025-01-23

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025006060

Filing Summary: Zeo Energy Corp. filed Amendment No. 3 on Form 8-K/A to restate its audited financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operation due to previously identified misstatements in their financial reports for the fiscal years 2023 and 2022. The filing includes a detailed explanation regarding the misclassifications of cost of goods sold and selling expenses, finance lease presentations, and the impact of these adjustments on their financial statements. The amendment also addresses the material weaknesses in internal control over financial reporting that resulted in the misstatements. Key exhibits include the amended consolidated financial statements and pro forma financial information relating to the acquisition of Sunergy. This amendment does not alter other disclosures from prior amendments and is meant to clarify previously filed reports.