Zeo Energy SEC Filings

Zeo Energy Corporation (ZEO) filed a Form 144 notifying the proposed sale of 283,520 Class A shares through Charles Schwab with an aggregate market value of $606,732.00. The shares represent approximately 1% of the reported 28,352,032 shares outstanding and the approximate sale date is 08/22/2025 on Nasdaq. The filer acquired these shares on 03/13/2024 in a share exchange with the issuer and reports no securities sold in the past three months. The filing includes the standard representation that the seller is not aware of undisclosed material adverse information.

Zeo Energy Corporation discloses multiple issuances and issuable shares of Class A Common Stock related to its business combination and sponsor arrangements. The sponsor and certain former holders received 4,000,004 shares at an equity consideration value of $10.00 per share. Piper Sandler & Co. received 50,000 shares at $5.00 per share. Additional issuable shares include 1,838,430 shares to the sponsor upon exchange of Convertible OpCo Preferred Units and Class V Common Stock, 33,730,000 shares issuable to sellers upon exchange of Exchangeable OpCo Units and Class V Common Stock, and 500,000 shares issuable to Sun Managers, LLC upon potential forfeiture. The disclosure also lists individual beneficial ownership amounts for directors, officers and other holders, and notes Sun Managers distributed 1,332,455 shares to certain selling securityholders.

Zeo Energy completed the two-step mergers to acquire Heliogen on August 8, 2025, converting Heliogen into a direct, wholly owned subsidiary of Zeo Energy. The transaction used an exchange ratio of 0.9591 Zeo Class A shares for each Heliogen share. Zeo reported it had 48,526,464 shares issued and outstanding immediately prior to closing and was expected to have 54,832,032 shares issued and outstanding after giving effect to the closing.

The filing notes Zeo filed a Form S-4 on July 2, 2025, which the SEC declared effective on July 11, 2025, and attaches Heliogens historical financial statements and unaudited pro forma condensed combined financial information as Exhibits 99.1 and 99.2. Certain exhibits are omitted or redacted under Regulation S-K.

Zeo Energy Corp. is reported in a Schedule 13G/A as having 760,000 Class A shares issuable upon exercise of warrants held by Adage-related entities and principals. Those 760,000 shares represent 3.22% of the Class A shares based on 22,824,845 shares outstanding as reported by the company. The filing shows 0 sole voting and 760,000 shared voting and dispositive powers among Adage Capital Management, L.P., Robert Atchinson and Phillip Gross, indicating the position is shared rather than unilaterally controlled. The disclosure is limited to warrant-issuable shares and does not report current sole ownership of Class A shares.

Zeo Energy Corp. announced completion of the transactions under the previously disclosed Merger Agreement with Heliogen. The company completed a two-step merger structure in which Merger Sub I merged into Heliogen (with Heliogen initially surviving and becoming a direct, wholly-owned subsidiary of Zeo Energy) and, immediately thereafter, the surviving entity merged into Merger Sub II, leaving Merger Sub II as the surviving direct, wholly-owned subsidiary of Zeo Energy.

The company furnished a press release announcing consummation as Exhibit 99.1. The filing includes customary forward-looking statements and identifies risks including the ability to consolidate Heliogen’s assets, maintain Nasdaq listing, liquidity and trading limitations, potential litigation, operational risks and other uncertainties; the company disclaims any obligation to update forward-looking statements.

Zeo Energy Corp. reported results from its annual meeting held on August 5, 2025. Shareholders representing 47,636,516 of the 49,304,845 eligible shares (about 96.7%) were present or represented by proxy. Five director nominees — Timothy Bridgewater, Dr. Abigail M. Allen, James P. Bensen, Neil Bush and Mark M. Jacobs — were elected with overwhelming support and minimal withholds and 299,811 broker non-votes.

Stockholders approved a proposal under Nasdaq rules to permit issuance of shares equal to or in excess of 20% of outstanding common stock (Vote: 41,798,306 for; 5,528,389 against), ratified Grant Thornton LLP as auditor (47,604,351 for) and approved adjournment procedures. The record date for voting was June 6, 2025.