UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of ~~the~~The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 511, 2025

ZEO ENERGY CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-40927		98-1601409
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

7625 Little Rd, Suite 200A, New Port Richey, FL		34654
7625 Little Rd, Suite 200A New Port Richey, FL		34654
(Address of principal executive offices)		(Zip Code)

(727) 375-9375

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last 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 ~~(see General Instruction A.2. below)~~:

☐ 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))

☐	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. ☐

~~Item 5.07 Submission of Matters to a Vote of Security Holders~~Introductory Note

OnAs ~~August~~previously 5disclosed, Zeo ~~2025~~Energy Corp., ata Delaware corporation (“Zeo Energy,” “Zeo” or the ~~annual~~“Company”) announced ~~meeting~~the completion of ~~stockholders~~the transactions contemplated by the previously announced Agreement and Plan of Merger and Reorganization (the “~~Annual~~Merger ~~Meeting~~Agreement”), dated as of May 28, 2025, by and among Zeo Energy, ~~Corp~~Heliogen, Inc., ~~(the~~a Delaware corporation (“~~Company~~Heliogen”), ofHyperion ~~the~~Merger ~~Company’s~~Corp., 22a Delaware corporation and a direct,~~824,845~~ ~~shares~~wholly-owned subsidiary of ~~Class~~Zeo Energy (“Merger ASub ~~Common~~I”) ~~Stock~~and Hyperion Acquisition LLC, a Delaware limited liability company and 26a direct,~~480,000~~ ~~shares~~wholly-owned subsidiary of ~~Class~~Zeo VEnergy (“Merger ~~Common~~Sub ~~Stock~~II”), ~~representing~~which ancompletion ~~aggregate~~occurred ofafter 495:30 p.m. ET on Friday,~~304~~ August 8,~~845~~ ~~shares~~2025. ofCapitalized ~~Common~~terms ~~Stock~~used ~~issued~~but ~~and outstanding~~not ~~and~~otherwise ~~eligible~~defined toherein ~~vote~~shall ashave ofthe meaning ascribed to such terms in the ~~record~~Merger ~~date~~Agreement. ofOn ~~June~~August 68, 2025, aMerger ~~quorum~~Sub ofI 47merged with and into Heliogen (the “First Merger”),~~636,516~~ with ~~shares~~Heliogen ofsurviving ~~Common~~the ~~Stock~~First Merger (Heliogen, oras ~~approximately 96.7%~~the surviving entity of the ~~eligible~~First ~~shares~~Merger, ~~was~~the ~~present~~“First orSurviving ~~represented~~Corporation”) with bythe ~~proxy.~~First ~~Each~~Surviving ofCorporation ~~the~~becoming ~~matters~~a ~~set~~direct, ~~forth~~wholly ~~below~~owned issubsidiary ~~described~~of inZeo ~~detail~~Energy, inand immediately following the ~~proxy~~First Merger, ~~statement~~the ~~filed~~First Surviving Corporation merged with and into Merger Sub II (the ~~Securities~~“Second Merger” and, ~~Exchange~~together ~~Commission~~with onthe ~~June 24~~First Merger, ~~2025.~~the ~~The~~“Mergers”), ~~following~~with ~~actions~~Merger ~~were~~Sub ~~taken~~II atsurviving the ~~Annual~~Second ~~Meeting:~~Merger and becoming a direct, wholly owned subsidiary of Zeo Energy.

1Item 7. The Company’s stockholders elected five directors, each to serve until his/her successor is duly elected and qualified at the 2026 annual meeting of stockholders or until his/her earlier resignation or removal01. ~~The~~Regulation ~~number~~FD of shares that were voted for the election of each director, that were withheld for the election of each director, and the number of broker non-votes for each director is summarized in the table below:Disclosure.

Director Nominee	Votes For		Votes Withheld		Broker Non-Votes
Timothy Bridgewater		47,320,003		16,702		299,811
Dr. Abigail M. Allen		47,329,800		6,905		299,811
James P. Bensen		47,329,779		6,926		299,811
Neil Bush		47,329,769		6,936		299,811
Mark M. Jacobs		47,329,770		6,935		299,811

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.

2.The ~~Proxies~~information ~~were~~under ~~solicited~~this Item on7.01, ~~behalf~~including of the ~~Board~~press ~~and~~release aattached ~~vote~~hereto byas ~~ballot~~Exhibit ~~was taken for and against the approval~~99., inshall ~~accordance~~not ~~with~~be ~~Nasdaq~~deemed ~~Listing~~“filed” ~~Rule~~for ~~5635,~~purposes ~~the issuance~~ of ~~shares~~Section 18 of the ~~Company’s~~Securities ~~Class~~Exchange AAct ~~Common~~of ~~Stock~~1934, ~~equal~~as toamended or(the in“Exchange ~~excess~~Act”), ofor ~~20%~~otherwise ofsubject ~~(i)~~to the ~~number~~ liabilities of ~~outstanding~~that ~~shares~~section, ofnor ~~Class~~shall Ait ~~Common~~be ~~Stock~~deemed ~~and~~incorporated ~~Class~~by Vreference ~~Common~~in ~~Stock,~~any orfiling ~~(ii)~~under the ~~outstanding~~Securities ~~voting~~Act ~~power, in connection with transactions other than a public offering. The number~~ of ~~shares~~1933, ~~that~~as ~~voted~~amended ~~for,~~(the ~~against~~“Securities Act”), ~~and~~or ~~abstained~~the ~~from~~Exchange ~~voting for this proposal~~Act, ~~and~~except ~~the~~as ~~number~~expressly ofset ~~broker~~forth ~~non-votes,~~by isspecific ~~summarized~~reference in ~~the~~such ~~table below:~~filing.

Votes For			Votes Against			Votes Abstained			Broker Non-Votes
	41,798,306			5,528,389			10,010			299,811

~~Proposal No~~Item 9.01 2Financial ~~was~~Statements ~~approved~~and ~~by a majority of the votes cast~~Exhibits.

3.(d) Proxies were solicited on behalf of the Board and a vote by ballot was taken for and against the ratification of the appointment of Grant Thornton LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025. The number of shares that voted for, against, and abstained from voting for this proposal is summarized in the table below:Exhibits

Votes For			Votes Against		Votes Abstained
Exhibit Number		Description
	47,604,351			27,624		4,541
99.1		Press Release, dated August 11, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Proposal~~Forward ~~No.~~Looking ~~3 was approved by a majority of the votes cast.~~Statements

1This 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.

4.All ~~Proxies~~statements ~~were~~other ~~solicited~~than statements ~~on behalf~~ of ~~the~~historical ~~Board~~fact ~~and~~are astatements ~~vote~~that bycould ~~ballot~~be ~~was~~deemed ~~taken~~“forward-looking ~~for~~statements” ~~and~~within the ~~adjournment~~meaning of the ~~Annual~~“safe harbor” ~~Meeting~~provisions toof the ~~extent~~United ~~there~~States ~~were~~Private ~~insufficient~~Securities ~~proxies~~Litigation atReform ~~the~~Act ~~Annual~~of ~~Meeting~~1995, toincluding ~~approve~~all ~~any~~statements ~~one~~regarding the intent, belief or ~~more~~current expectation of the ~~foregoing~~companies ~~proposals~~and members of their senior management teams. ~~The~~Words ~~number~~such ofas ~~shares~~“will,” “could,” ~~that~~“would,” ~~voted~~“should,” ~~for~~“expect,” ~~against~~“plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “target,” variations of such words, and ~~abstained~~similar ~~from~~expressions ~~voting~~are ~~for~~intended ~~this~~to ~~proposal~~identify issuch ~~summarized~~forward-looking instatements, ~~the~~although not ~~table~~all ~~below:~~forward-looking statements contain these identifying words.

Votes For			Votes Against			Votes Abstained
	47,550,794			78,207			7,515

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.

~~Proposal~~These Nostatements are based on current plans, estimates and projections and are not predictions of actual performance. 4By ~~was~~their ~~approved~~very bynature, forward-looking statements involve inherent risks and uncertainties. Zeo Energy cautions that a ~~majority~~number of ~~the~~important factors, including those described in this document, ~~votes~~could ~~cast~~cause actual results to differ materially from those contemplated in any forward-looking statements.

~~Item~~Forward-looking 9statements 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.01 ~~Financial~~These forward-looking ~~Statements~~statements are based on information available as of the date of this Current Report on Form 8-K, and ~~Exhibits~~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.

~~(d)~~Any ~~Exhibits~~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. ~~The~~Unless ~~following~~required by law, Zeo ~~exhibits~~Energy ~~are~~is ~~filed~~under asno ~~part~~duty and undertakes no obligation to update or revise any forward-looking statement after the distribution of this Current ~~report:~~Report on Form 8-K, whether as a result of new information, future events or otherwise.

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

2SIGNATURES

~~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.

Pursuant to the requirements of the Securities Exchange Act of 1934, 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

Dated: August 8, 2025	Zeo Energy Corp.
	By:	/s/ Timothy Bridgewater
	Name:	Timothy Bridgewater
	Title:	Chief Executive Officer

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