8-K
Zeo Energy Corp. (ZEO)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported):August 11, 2025
ZEO ENERGY CORP.
(Exact name of registrant as specified in itscharter)
| Delaware | 001-40927 | 98-1601409 |
|---|---|---|
| (State or other jurisdictionof incorporation) | (Commission File Number) | (IRS EmployerIdentification No.) |
| 7625 Little Rd**, Suite 200A**<br><br> <br>NewPort Richey**, FL** | 34654 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(727) 375-9375
(Registrant’s telephone number, includingarea code)
N/A
(Former name or former address, if changed sincelast report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A Common Stock, par value $0.0001 per share | ZEO | The Nasdaq Stock Market LLC |
| Warrants, each exercisable for one share of Class A Common Stock at a price of $11.50, subject to adjustment | ZEOWW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory
Note
As previously disclosed, Zeo Energy Corp., a Delaware corporation (“Zeo Energy,” “Zeo” or the “Company”) announced the completion of the transactions contemplated by the previously announced 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 (“MergerSub I”) and Hyperion Acquisition LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Zeo Energy (“Merger Sub II”), which completion occurred after 5:30 p.m. ET on Friday, August 8, 2025. 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.
Item7.01. Regulation FD Disclosure.
On August 11, 2025, Zeo Energy issued a press release announcing consummation of the Mergers. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information under this Item 7.01, including the press release attached hereto as Exhibit 99., shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “SecuritiesAct”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
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Item9.01 Financial Statements and Exhibits.
(d) Exhibits
| ExhibitNumber | Description |
|---|---|
| 99.1 | Press Release, dated August 11, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Forward Looking Statements
This Current Report on Form 8-K contains express or implied forward-looking statements related to Zeo Energy and the Mergers within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
All statements other than statements of historical fact are statements that could be deemed “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, including all statements regarding the intent, belief or current expectation of the companies and members of their senior management teams. Words such as “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “target,” variations of such words, and similar expressions are intended to identify such forward-looking statements, although not all forward-looking statements contain these identifying words.
Examples of such forward-looking statements include, but are not limited to, express or implied statements regarding the Mergers and related matters, and statements regarding the assumptions underlying or relating thereto.
These statements are based on current plans, estimates and projections and are not predictions of actual performance. By their very nature, forward-looking statements involve inherent risks and uncertainties. Zeo Energy cautions that a number of important factors, including those described in this document, could cause actual results to differ materially from those contemplated in any forward-looking statements.
Forward-looking statements may include, for example, statements about the future financial performance of the Company; the ability to effectively consolidate the assets of Heliogen and produce the expected results; changes in the Company’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, the ability to raise additional funds, and plans and objectives of management. These forward-looking statements are based on information available as of the date of this Current Report on Form 8-K, and current expectations, forecasts, and assumptions, and involve a number of judgments, risks, and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date, and the Company does not undertake any obligation to update such forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws. You should not place undue reliance on these forward-looking statements. As a result of a number of known and unknown risks and uncertainties, the Company’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include: (i) the outcome of any legal proceedings that may be instituted against the Company or others; (ii) the Company’s success in retaining or recruiting, or changes required in, its officers, key employees, or directors; (iii) the Company’s ability to maintain the listing of its common stock and warrants on Nasdaq; (iv) limited liquidity and trading of the Company’s securities; (v) geopolitical risk and changes in applicable laws or regulations, including tariffs or trade restrictions; (vi) the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; (vii) operational risk; (viii) litigation and regulatory enforcement risks, including any relating to the Mergers or the transaction contemplated thereby and/or the diversion of management time and attention and the additional costs and demands on the Company’s resources; (ix) expected benefits of the Mergers or the transactions contemplated thereby to Zeo Energy or generally, and any availability or use of cash relating to such transaction; (x) the Company’s ability to effectively consolidate the assets of Heliogen and produce the expected results; and (xi) other risks and uncertainties, including those included under the heading “Risk Factors” in the Company’s Registration Statement on Form S-4 filed with the SEC on July 2, 2025, its Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2024 and in its subsequent periodic reports and other filings with the SEC.
Any forward-looking statements speak only as of the date of this Current Report on Form 8-K and are made based on the current beliefs and judgments of Zeo Energy’s management, and the reader is cautioned not to rely on any forward-looking statements made by Zeo Energy. Unless required by law, Zeo Energy is under no duty and undertakes no obligation to update or revise any forward-looking statement after the distribution of this Current Report on Form 8-K, whether as a result of new information, future events or otherwise.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ZEO ENERGY CORP. | ||
|---|---|---|
| Dated: August 11, 2025 | By: | /s/ Timothy Bridgewater |
| Timothy Bridgewater | ||
| Chief Executive Officer |
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Exhibit 99.1
Zeo Energy Corp. Completes Acquisition of Heliogen,Inc.
Acquisition Creates New Division within theCompany, Providing Long-Duration Energy Generation and Storage For Commercial And Industrial-Scale Facilities
NEWPORT RICHEY, FL – August 11, 2025 – ZeoEnergy Corp. (Nasdaq: ZEO) (“Zeo,”“Zeo Energy,” or the “Company”), a leading Florida-based provider of residential solar and energy efficiency solutions, today announced that it has completed its previously announced acquisition of Heliogen, Inc. (“Heliogen”), a provider of on-demand clean energy technology solutions (the “Heliogen transaction”).
Moving forward, Zeo plans to leverage Heliogen’s solutions, brand, intellectual property, capital, and technical talent to establish a division focused on long-duration energy generation and storage for commercial and industrial-scale facilities, including artificial intelligence (AI) and cloud computing data centers. The transaction is expected to create a robust clean energy platform spanning residential, commercial, and utility-scale markets, supported by internal financing capabilities and domain expertise.
“Heliogen offers innovative, cost-effective energy storage options that are especially valuable for high-demand users like data centers,” said Tim Bridgewater, CEO of Zeo Energy. “This combination complements our existing residential operations while also further expanding our reach into massive end markets. From individual homes to large industrial energy systems, Zeo now offers a comprehensive and diversified platform for scaled, next-generation energy storage.”
Transaction Information
The consideration paid by Zeo Energy in the Heliogen transaction consisted entirely of shares of Class A common stock of Zeo Energy (and in the event of any fractional shares, cash in lieu of any fractional shares). In addition to the foregoing expected benefits of the Heliogen transaction, Zeo Energy received upon its closing, approximately $13.6 million in net cash of Heliogen through the transaction.
Additional Information about the Heliogen transaction is filed by Zeo Energy in its reports and statements filed with the U.S. Securities and Exchange Commission (“SEC”), including in its Current Reports on Form 8-K with the SEC and its other periodic reports. These are available for Zeo Energy at www.sec.gov.
With the completion of the transaction, shares of Heliogen’s common stock, which traded on the OTCQX under the symbol “HLGN,” ceased trading thereon, upon Heliogen becoming a subsidiary of Zeo Energy as of August 8, 2025.
Advisors
Piper Sandler & Co. acted as financial advisor and Ellenoff Grossman & Schole LLP acted as legal counsel to Zeo Energy. Pickering Energy Partners acted as financial advisor and Cooley LLP acted as legal counsel to Heliogen.
About Zeo Energy Corp.
Zeo Energy is a Florida-based regional provider of residential solar, distributed energy, and energy efficiency solutions. Zeo Energy focuses on high-growth markets with limited competitive saturation. With its differentiated sales approach and vertically integrated offerings, Zeo Energy, through its Sunergy business, serves customers who desire to reduce high energy bills and contribute to a more sustainable future. For more information on Zeo Energy, please visit www.zeoenergy.com.
About Heliogen, Inc.
Heliogen is a renewable energy technology company that provides solutions for delivering cost-effective, low-carbon energy production around the clock. By combining commercially proven solar technologies with thermal systems and storage expertise, Heliogen supports customers in achieving a practical transition to cleaner energy. For more information about Heliogen, please visit www.heliogen.com.
Forward-Looking Statements
This news release contains certain forward-looking statements withinthe meaning of section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the ExchangeAct of 1934, as amended, that are based on beliefs and assumptions and on information currently available to the Company. Such statementsmay include, but are not limited to, statements that refer to projections, forecasts, or other characterizations of future events or circumstances,including any underlying assumptions. The words “anticipate,” “intend,” “plan,” “goal,” “seek,”“believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,”“may,” “should,” “will,” and similar references to future periods may identify forward-looking statements,but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may include, for example,statements about the future financial performance of the Company; the ability to effectively consolidate the assets of Heliogen and producethe expected results; changes in the Company’s strategy, future operations, financial position, estimated revenues and losses, projectedcosts, prospects, the ability to raise additional funds, and plans and objectives of management. These forward-looking statements arebased on information available as of the date of this news release, and current expectations, forecasts, and assumptions, and involvea number of judgments, risks, and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing theCompany’s views as of any subsequent date, and the Company does not undertake any obligation to update such forward-looking statementsto reflect events or circumstances after the date they were made, whether as a result of new information, future events, or otherwise,except as may be required under applicable securities laws. You should not place undue reliance on these forward-looking statements. Asa result of a number of known and unknown risks and uncertainties, the Company’s actual results or performance may be materially differentfrom those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include: (i)the outcome of any legal proceedings that may be instituted against the Company or others; (ii) the Company’s success in retaining orrecruiting, or changes required in, its officers, key employees, or directors; (iii) the Company’s ability to maintain the listing ofits common stock and warrants on Nasdaq; (iv) limited liquidity and trading of the Company’s securities; (v) geopolitical risk and changesin applicable laws or regulations, including tariffs or trade restrictions; (vi) the possibility that the Company may be adversely affectedby other economic, business, and/or competitive factors; (vii) operational risk; (viii) litigation and regulatory enforcement risks, includingany relating to the Heliogen transaction and/or the diversion of management time and attention and the additional costs and demands onthe Company’s resources; (ix) expected benefits of the Heliogen transaction to Zeo Energy or generally, and any availability or use ofcash relating to such transaction; (x) the Company’s ability to effectively consolidate the assets of Heliogen and produce the expectedresults; and (xi) other risks and uncertainties, including those included under the heading “Risk Factors” in the Company’sRegistration Statement on Form S-4 filed with the SEC on July 2, 2025, its Annual Report on Form 10-K filed with the SEC for the yearended December 31, 2024 and in its subsequent periodic reports and other filings with the SEC.
In light of the significant uncertainties in these forward-lookingstatements, you should not regard these statements as a representation or warranty by the Company, its respective directors, officersor employees or any other person that the Company will achieve its objectives and plans in any specified time frame, or at all. The forward-lookingstatements in this news release represent the views of the Company as of the date of this news release. Subsequent events and developmentsmay cause that view to change. However, while the Company may elect to update these forward-looking statements at some point in the future,there is no current intention to do so, except to the extent required by applicable law. You should, therefore, not rely on these forward-lookingstatements as representing the views of the Company as of any date subsequent to the date of this news release.
Zeo Energy Corp. Contacts
For Investors:
Tom Colton and Greg Bradbury
Gateway Group
ZEO@gateway-grp.com
For Media:
Zach Kadletz
Gateway Group
ZEO@gateway-grp.com