Filing Details

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SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

TAYLOR FRANKEL c/o PRIME MOVERS LAB P.O. Box 12829 Jackson, Wyoming 83002 (307) 203-5036

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 8, 2023

(Date of Event Which Requires Filing of this Statement)

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CUSIP NO.

42329E105

CUSIP NO.

42329E105

CUSIP NO.

42329E105

EXPLANATORY NOTE

This Amendment No. 2 (this “Amendment No. 2”) to the Statement on Schedule 13D (as amended, the “Statement”) is being filed with the Securities and Exchange Commission (the “Commission”) relating to the common stock, par value $.0001 per share of Heliogen, Inc., a corporation organized under the laws of the state of Delaware (the “Issuer”). This Amendment amends and supplements the Statement originally filed on February 13, 2023 with the Commission. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Statement. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.

Items 4(a) – (b)  are hereby amended to reflect the responses to Item 5 on each cover page.

 

As a result of the Proposal, the Reporting Persons may be deemed to have formed a “group,” within the meaning of Section 13(d)(3) of the Exchange Act, and Rule 13d-5(b)(1) thereunder, with William Gross, Idealab, a California corporation (“Idealab”), Idealab Holdings, LLC, a Delaware corporation (“Idealab Holdings”), and CRI (collectively, “Idealab”). Accordingly, the “group” may be deemed to beneficially own (and may be deemed to have shared voting and dispositive power over) an aggregate of 41,089,699 shares of Common Stock (including 5,360,329 shares issuable for vested and exercisable options within 60 days of June 9, 2023 beneficially held by Mr. Gross and with respect to which Mr. Gross has sole voting and dispositive power), representing approximately 20.7% of the outstanding shares of Common Stock as of June 7, 2023, reported as 198,420,111 shares in the Issuer’s Registration Statement on Form S-3/A filed with the Securities and Exchange Commission on June 9, 2023. The number of shares of Common Stock that may be beneficially owned by the group is based solely on the Schedule 13D/A filed by Idealab with the Commission on June 9, 2023. The filing of this Amendment No. 2 shall not be deemed an admission that the Reporting Persons are members of a “group” for purposes of Section 13(d) of the Exchange Act.