Are there any dilution concerns for existing shareholders of either company?

Dilution outlook

The filing does not disclose any secondary‑capital raises or convertible‑instrument exercises, but the mechanics of a “merger” between Heliogen (the acquiring party) and Zeo Energy normally involve Heliogen issuing new equity to pay Zeo’s shareholders. Consequently, Heliogen’s existing stock base will be expanded, which creates a dilution risk for its current shareholders—the post‑merger float will be larger than today and each pre‑merger share will represent a slightly smaller claim on the combined assets and earnings.

Zeo’s shareholders, on the other hand, are being taken “out” of the public market in exchange for Heliogen stock (or cash). Because Zeo’s equity is being exchanged rather than retained, there is no dilution impact on Zeo’s existing shareholders; they simply receive a conversion ratio that reflects the relative valuation of the two companies.

Trading implications

• Heliogen (NASDAQ: CSP) – Anticipate a modest downward pressure on the stock as the market prices in the dilution premium. Look for the share‑exchange ratio (if disclosed) to gauge the effective dilution percentage; a high‑multiple issuance could compress the post‑merger EPS and support a short‑to‑mid‑term pull‑back. Technicals may show a short‑term bearish bias (e.g., lower‑highs) as the market digests the expanded share count.
• Zeo Energy (NASDAQ: ZEO) – The merger is a “exit” event, so the primary driver will be the announced conversion price. If the price is above Zeo’s recent trading range, ZEO’s stock could rally to the deal level; if it’s below, the market may already have priced in the discount. In either case, once the merger closes the ticker will likely be delisted, so any remaining liquidity will be limited to the conversion‑ratio settlement.

Actionable take‑away – For Heliogen, consider a partial‑position reduction or hedging (e.g., selling a proportion of the holding or buying protective puts) to offset the dilution‑related downside risk. For Zeo, focus on the conversion‑price premium: if the announced terms are favorable, a short‑term long position can capture the spread; if the terms are modest, a quick‑flip may still be viable before the delisting.