Amendment: Zeo Energy Corporation filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits

On August 8, 2025, Zeo Energy Corp., a Delaware corporation (“Zeo Energy” or the “Company”) reported on a Current Report on Form 8-K (which report being filed after 5:30 p.m. ET was deemed filed on August 11, 2025, the “Initial Form 8-K”) with the Securities and Exchange Commission (the “SEC”) that following the close of business on August 8, 2025, Zeo Energy consummated the Mergers (defined below) contemplated by the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated as of May 28, 2025, by and among Zeo Energy, Heliogen, Inc., a Delaware corporation (“Heliogen”), Hyperion Merger Corp., a Delaware corporation and a direct, wholly-owned subsidiary of Zeo Energy (“Merger Sub I”) and Hyperion Acquisition LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Zeo Energy (“Merger Sub II”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Merger Agreement. 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.

As previously disclosed, pursuant to the Merger Agreement, the Exchange Ratio is 0.9591 shares of Zeo Energy Class A Common Stock for each share of Heliogen Common Stock (the “Exchange Ratio”). The Mergers, taken together, constitute a single integrated transaction that qualifies as a reorganization for U.S. federal income tax purposes. Immediately prior to the Mergers, Zeo Energy had 48,526,464 shares of its common stock issued and outstanding, and immediately following and giving effect to the Closing (as defined in the Merger Agreement), Zeo Energy was expected to have 54,832,032 of its common stock issued and outstanding.

In connection with the Merger Agreement and the transactions contemplated thereby, Zeo Energy filed a registration statement on Form S-4 (File No. 333-288489) with the U.S. Securities and Exchange Commission (the “SEC”) on July 2, 2025, which was declared effective by the SEC on July 11, 2025 (the “Registration Statement”). The Registration Statement contains additional information about the Mergers and the transactions contemplated thereby, including financial information in Item 9.01 below.

The description of the Mergers and other transactions contemplated by the Merger Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement that is filed as Exhibit 2.1 to this Current Report on Form 8-K, and incorporated herein by reference.

This Current Report on Form 8-K/A is being filed to amend and supplement the Initial Form 8-K and to provide the financial statements described in Item 9.01 below which were not previously filed with the Initial Form 8-K, and which are permitted to be filed by amendment no later than 71 calendar days after the date the Initial Form 8-K was required to be filed with the SEC.

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