Asset Transaction, Termination of Material Agreement (Form 8-K)

Item 1.02 Termination of a Material Definitive Agreement.

As previously disclosed, on May 28, 2025, Heliogen entered into Amendment No.4 to that certain Rights Agreement, dated April 16, 2023 by and between Heliogen and Continental Stock Transfer and Trust Company, as amended on April 16, 2024, December 17, 2024 and April 14, 2025 (collectively, the "Rights Agreement"). Pursuant to the Rights Agreement, immediately prior to the effective time of the First Merger (the "Effective Time") on August 8, 2025, the Rights Agreement terminated automatically. Additionally, immediately prior to the Effective Time on August 8, 2025, Heliogen terminated Heliogen's 2021 Employee Stock Purchase Plan.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosures under the Introductory Note, Item 3.01, Item 5.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K are incorporated herein by reference.

Consideration to Heliogen Stockholders.

Pursuant to the Merger Agreement, at the Effective Time, each share of common stock of Heliogen, par value $0.0001 per share (the "Company Common Stock") (other than Company Common Stock held by Zeo Energy, Heliogen or their respective subsidiaries immediately prior to the Effective Time) was canceled and was automatically converted into the right to receive (i) a number of shares of class A common stock, par value $0.0001 per share, of Zeo Energy ("Zeo Energy Class A Common Stock") equal to the Exchange Ratio (as defined below), without interest (the "Share Merger Consideration"), and (ii) if applicable, an amount in cash, rounded to the nearest cent, in lieu of any fractional share interest in Zeo Energy Class A Common Stock to which such holder otherwise would have been entitled (together with the Share Merger Consideration, the "Merger Consideration"), subject to any required tax withholding.

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 Company Common Stock (the "Exchange Ratio"). The shares of Zeo Energy Class A Common Stock issued in connection with the Mergers are listed on the Nasdaq Stock Market LLC. The Mergers, taken together, constitute a single integrated transaction that qualifies as a reorganization for U.S. federal income tax purposes.

Treatment of Heliogen RSUs

Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit ("RSU") relating to shares of Company Common Stock (whether vested or unvested) was automatically accelerated and fully vested and cancelled and each holder thereof became entitled to receive the Merger Consideration in respect of each share of Company Common Stock covered by such RSU, without interest and subject to any required tax withholding.