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Filing Details

Accession Number:: 0001213900-22-000590
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-01-04 21:59:26
Reporting Period:: 2021-12-30

Accepted Time:: 2022-01-04 21:59:26
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1840292	Heliogen Inc.	HLGN	Electric Services (4911)	854204953

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1840489	Athena Technology Sponsor Llc	125 Townpark Drive, Suite 300 Kennesaw GA 30144		No	No	Yes	No
1847751	W. Phyllis Newhouse	125 Townpark Drive, Suite 300 Kennesaw GA 30144		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Disposition	2021-12-30	361,667	$0.00	338,333	No	4	J	Direct
Common Stock	Acquisiton	2021-12-30	8,566,667	$0.00	8,905,000	No	4	C	Direct
Common Stock	Acquisiton	2021-12-30	510,000	$0.00	9,415,000	No	4	P	Direct
Common Stock	Disposition	2021-12-30	5,121,528	$0.00	4,293,472	No	4	J	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	J	Direct
No	4	C	Direct
No	4	P	Direct
No	4	J	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Class B Common Stock	Disposition	2021-12-30	8,566,667	$0.00	8,566,667	$0.00
Common Stock	Redeemable Warrants	Acquisiton	2021-12-30	338,333	$0.00	338,333	$11.50

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	C	Direct
338,333	2022-01-29		No	4	J	Direct

Footnotes

On December 30, 2021, Athena Technology Acquisition Corp. ("Athena") consummated its business combination (the "Business Combination") with Heliogen, Inc. ("Heliogen"), with the combined company being renamed "Heliogen, Inc." (the "Issuer"). In connection with the Business combination, the Issuer amended and restated its amended and restated certificate of incorporation, whereby the Issuer's Class A common stock and Class B common stock were reclassified in to one class of common stock.
In connection with the consummation of the Business Combination, 700,000 private placement units held by Athena Technology Sponsor LLC ("Sponsor"), which consisted of one share of Class A common stock and one-third of one redeemable warrant, separated into their constituent securities.
In connection with the Business combination, the Sponsor liquidated and distributed the reported securities to its members.
Consists of shares of common stock received by Phyllis W. Newhouse as a liquidating distribution from the Sponsor.
Ms. Newhouse is the record holder of the reported securities. Ms. Newhouse is also a director of the Issuer.
In connection with the consummation of the Business Combination, the shares of Class B common stock held by the Sponsor automatically converted into shares of Class A common stock on a one-for-one basis, which was reclassified into common stock (see footnote 1).
The Sponsor was the record holder of the reported shares, which were distributed upon its liquidation in connection with the Business Combination. Ms. Newhouse and Isabelle Freidheim are each a managing member of the Sponsor and may be deemed to have or share the beneficial ownership of the securities that were held by the Sponsor. Ms. Newhouse is also a director of the Issuer. Ms. Freidheim resigned as a director of the Issuer upon consummation of the Business Combination. Ms. Newhouse disclaims beneficial ownership over any securities held by the Sponsor except to the extent of her pecuniary interest therein and over any securities held by Ms. Freidheim.
Pursuant to that certain Sponsor Support Agreement, by and among Athena, the Sponsor and Heliogen, in connection with the Business Combination, 510,000 shares of common stock were issued to the Sponsor by the Issuer.
The redeemable warrants expire five years after the completion of the Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.