HLGN / Heliogen, Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-40209 HELIOGEN, INC. (Exact name of registrant as specified in its char

As filed with the Securities and Exchange Commission on August 8, 2025

As filed with the Securities and Exchange Commission on August 8, 2025 Registration Statement No.

As filed with the Securities and Exchange Commission on August 8, 2025

As filed with the Securities and Exchange Commission on August 8, 2025 Registration Statement No.

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Completion of Acquisition or Disposition of Assets, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2025 Heliogen, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40209 85-4204953 (State or Other Jurisdiction of Incorporation) (Commission File Numb

As filed with the Securities and Exchange Commission on August 8, 2025

As filed with the Securities and Exchange Commission on August 8, 2025 Registration Statement No.

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among Zeo Energy Corp., as Parent, Hyperion Merger Corp., as Merger Sub I, Hyperion Acquisition LLC, as Merger Sub II, Heliogen, Inc., as the Company Dated as of May 28, 2025 Table of Contents

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among Zeo Energy Corp., as Parent, Hyperion Merger Corp., as Merger Sub I, Hyperion Acquisition LLC, as Merger Sub II, and Heliogen, Inc., as the Company Dated as of May 28, 2025 Table of Contents Page ARTICLE I. THE MERGERS 2 Section 1.1 The Mergers 2 Section 1.2 Effect of the Mergers 2 Section 1.3 The Closing 2

2

Filings under Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Filing by: Heliogen, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among Zeo Energy Corp., as Parent, Hyperion Merger Corp., as Merger Sub I, Hyperion Acquisition LLC, as Merger Sub II, Heliogen, Inc., as the Company Dated as of May 28, 2025 Table of Contents

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among Zeo Energy Corp., as Parent, Hyperion Merger Corp., as Merger Sub I, Hyperion Acquisition LLC, as Merger Sub II, and Heliogen, Inc., as the Company Dated as of May 28, 2025 Table of Contents Page ARTICLE I. THE MERGERS 2 Section 1.1 The Mergers 2 Section 1.2 Effect of the Mergers 2 Section 1.3 The Closing 2

VOTING AND SUPPORT AGREEMENT

Exhibit 10.1 Execution Version VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this “Agreement”) is entered into as of May 28, 2025, by and among Zeo Energy Corp., a Delaware corporation (“Parent”), Hyperion Merger Corp., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub I”), Hyperion Acquisition LLC, a Delaware limited liability company (“Merger Sub II” a

Zeo Energy Corp. to Acquire Heliogen, Inc., Expected to Create a Clean Energy Platform for Residential, Commercial, and Utility Markets Acquisition Seeks to Combine Zeo’s Solar Energy Platform with Heliogen’s Advanced Clean Storage Solutions Transact

Exhibit 99.1 Zeo Energy Corp. to Acquire Heliogen, Inc., Expected to Create a Clean Energy Platform for Residential, Commercial, and Utility Markets Acquisition Seeks to Combine Zeo’s Solar Energy Platform with Heliogen’s Advanced Clean Storage Solutions Transaction Represents Culmination of Heliogen’s Comprehensive Strategic Alternatives Review Process New Port Richey, Fla. and Pasadena, Calif. —

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2025 Heliogen, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40209 85-4204953 (State or Other Jurisdiction of Incorporation) (Commission File Number

Filed by Zeo Energy Corp.

Filed by Zeo Energy Corp. Pursuant to Rule 425 under the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-40927 Subject Company: Heliogen, Inc. Commission File No. 001-40209 Green | Deals Solar Firm Zeo Buying Heliogen in Bid to Power Data Centers By Mark Chediak May 29, 2025 at 3:00 AM PDT Residential solar company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2025 Heliogen, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2025 Heliogen, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40209 85-4204953 (State or Other Jurisdiction of Incorporation) (Commission File Number

AMENDMENT NO. 4 TO RIGHTS AGREEMENT

Exhibit 4.1 Execution Version AMENDMENT NO. 4 TO RIGHTS AGREEMENT This AMENDMENT NO. 4 TO RIGHTS AGREEMENT, dated as of May 28, 2025 (this “Amendment”), is made and entered into by and between Heliogen, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a federally chartered trust company, as Rights Agent (the “Rights Agent”). Except as otherwise provided

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among Zeo Energy Corp., as Parent, Hyperion Merger Corp., as Merger Sub I, Hyperion Acquisition LLC, as Merger Sub II, Heliogen, Inc., as the Company Dated as of May 28, 2025 Table of Contents

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among Zeo Energy Corp., as Parent, Hyperion Merger Corp., as Merger Sub I, Hyperion Acquisition LLC, as Merger Sub II, and Heliogen, Inc., as the Company Dated as of May 28, 2025 Table of Contents Page ARTICLE I. THE MERGERS 2 Section 1.1 The Mergers 2 Section 1.2 Effect of the Mergers 2 Section 1.3 The Closing 2

ZEO ENERGY This presentation (“Presentation”) contains, and oral comments related to it may contain, “forward - looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward

Filings under Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Filing by: Heliogen, Inc.

AMENDMENT NO. 4 TO RIGHTS AGREEMENT

Exhibit 4.1 Execution Version AMENDMENT NO. 4 TO RIGHTS AGREEMENT This AMENDMENT NO. 4 TO RIGHTS AGREEMENT, dated as of May 28, 2025 (this “Amendment”), is made and entered into by and between Heliogen, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a federally chartered trust company, as Rights Agent (the “Rights Agent”). Except as otherwise provided

VOTING AND SUPPORT AGREEMENT

Exhibit 10.1 Execution Version VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this “Agreement”) is entered into as of May 28, 2025, by and among Zeo Energy Corp., a Delaware corporation (“Parent”), Hyperion Merger Corp., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub I”), Hyperion Acquisition LLC, a Delaware limited liability company (“Merger Sub II” a

Zeo Energy Corp. to Acquire Heliogen, Inc., Expected to Create a Clean Energy Platform for Residential, Commercial, and Utility Markets Acquisition Seeks to Combine Zeo’s Solar Energy Platform with Heliogen’s Advanced Clean Storage Solutions Transact

Exhibit 99.1 Zeo Energy Corp. to Acquire Heliogen, Inc., Expected to Create a Clean Energy Platform for Residential, Commercial, and Utility Markets Acquisition Seeks to Combine Zeo’s Solar Energy Platform with Heliogen’s Advanced Clean Storage Solutions Transaction Represents Culmination of Heliogen’s Comprehensive Strategic Alternatives Review Process New Port Richey, Fla. and Pasadena, Calif. —

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40209 He

Amendment No. 3, dated as of April 14, 2025, to Rights Agreement, dated as of April 16, 2023, by and between Heliogen, Inc. and Continental Stock Transfer & Trust Company, as rights agent.

Exhibit 4.1 AMENDMENT NO. 3 TO RIGHTS AGREEMENT This AMENDMENT NO. 3 TO RIGHTS AGREEMENT, dated as of April 14, 2025 (this “Amendment”), is made and entered into by and between Heliogen, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a federally chartered trust company, as Rights Agent (the “Rights Agent”). Except as otherwise provided herein, capital

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Heliogen, Inc. (Exact name of Registrant as s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Heliogen, Inc. (Exact name of Registrant as specified in its charter) Delaware 85-4204953 (State of other jurisdiction of incorporation or organization) (I.R.S. Employer I.D. No.) 130 West Union

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2025 Heliogen, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or other jurisdiction of incorporation) (Commission File Numb

nsider Trading Policy

Exhibit 19.1 HELIOGEN, INC. INSIDER TRADING POLICY Adopted by the Board of Directors: August 4, 2022 Effective: August 4, 2022 Policy Principles •Employees, directors, other applicable members of management and designated consultants (each a “Covered Person,” and collectively, “Covered Persons”) of Heliogen, Inc. and its subsidiaries (together, the “Company”) are responsible for understanding the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 o TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40209 Helioge

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2025 Heliogen, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or other jurisdiction of incorporation) (Commission File Numb

, by and between Phelps Morris and Heliogen, Inc.

Exhibit 10.16 HELIOGEN, INC. AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT THIS AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”), dated as of March 26, 2025, is entered into by and between Heliogen, Inc. (the “Employer”) and Phelps Morris (“Executive”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Employment Agreemen

Heliogen, Inc. Announces Fourth Quarter and Full Year 2024 Financial and Operational Results

Exhibit 99.1 Heliogen, Inc. Announces Fourth Quarter and Full Year 2024 Financial and Operational Results PASADENA, Calif., March 27, 2025 – Heliogen, Inc. (“Heliogen”) (OTCQX: HLGN), a renewable energy technology company utilizing concentrated sunlight and thermal energy storage to deliver dispatchable, cost-effective, low-carbon energy, today provided its fourth quarter and full year 2024 financ

, by and between Heliogen, Inc. and Christie Obiaya.

Exhibit 10.14 HELIOGEN, INC. AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT THIS AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”), dated as of March 26, 2025, is entered into by and between Heliogen, Inc. (the “Employer”) and Christie Obiaya (“Executive”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Employment Agreem

Regulation FD Disclosure, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2025 Heliogen, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or other jurisdiction of incorporation) (Commission File Nu

Heliogen Concludes Capella Demonstration, Advancing Next-Generation Concentrated Solar Technology Through bold strides in engineering and prototyping, the Capella project propels Generation 3 CSP technology forward toward commercialization

Exhibit 99.1 Heliogen Concludes Capella Demonstration, Advancing Next-Generation Concentrated Solar Technology Through bold strides in engineering and prototyping, the Capella project propels Generation 3 CSP technology forward toward commercialization PASADENA, Calif., Jan. 23, 2025 — Heliogen Inc. (OTCQX: HLGN) (the “Company”), a leading provider of concentrating solar energy technology, today a

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2024 Heliogen, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or other jurisdiction of incorporation) (Commission File N

Separation Agreement, dated as of December 31, 2024, by and between Heliogen Holdings, Inc. and Tom Doyle.

Exhibit 10.1 December 31, 2024 [VIA DOCUSIGN] Thomas P. Doyle Re: Separation Agreement Dear Tom: This letter sets forth the terms of the separation of your employment from Heliogen Holdings, Inc. (the “Company”) and the substance of the separation agreement (“Separation Agreement” or “Agreement”) the Company is offering you. The intent of this Agreement is to assist with an amicable transition and

Amendment No. 2, dated as of December 17, 2024, to Rights Agreement, dated as of April 16, 2023, by and between Heliogen, Inc. and Continental Stock Transfer & Trust Company, as rights agent.

Exhibit 4.1 AMENDMENT NO. 2 TO RIGHTS AGREEMENT This AMENDMENT NO. 2 TO RIGHTS AGREEMENT, dated as of December 17, 2024 (this “Amendment”), is made and entered into by and between Heliogen, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a federally chartered trust company, as Rights Agent (the “Rights Agent”). Except as otherwise provided herein, capi

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2024 Heliogen, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-4020

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2024 Heliogen, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2024 Heliogen, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or other jurisdiction of incorporation) (Commission File Nu

Heliogen, Inc. Announces Third Quarter 2024 Financial and Operational Results

Exhibit 99.1 Heliogen, Inc. Announces Third Quarter 2024 Financial and Operational Results PASADENA, Calif., November 8, 2024 – Heliogen, Inc. (“Heliogen”) (OTCQX: HLGN), a leading provider of AI-enabled concentrating solar energy technology, today provided its third quarter 2024 financial and operational results. Financial and Operational Highlights •Liquidity of $44.6 million as of September 30,

Heliogen, Inc. Announces Second Quarter 2024 Financial and Operational Results

Exhibit 99.1 Heliogen, Inc. Announces Second Quarter 2024 Financial and Operational Results PASADENA, Calif., August 6, 2024 – Heliogen, Inc. (“Heliogen”) (OTCQX: HLGN), a leading provider of AI-enabled concentrating solar energy technology, today provided its second quarter 2024 financial and operational results. Financial and Operational Highlights •No significant changes to contracts or backlog

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2024 Heliogen, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or other jurisdiction of incorporation) (Commission File Numb

Costs Associated with Exit or Disposal Activities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2024 Heliogen, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or other jurisdiction of incorporation) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2024 Heliogen, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2024 Heliogen, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40209 Hel

RGS / Regis Corporation / Galloway Capital Partners, LLC - FORM SC 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

Joint Filing Agreement

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of Heliogen, Inc. dated as of July 29, 2024 is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Se

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement2 ☐ Confidential, for Us e of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Sta

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

As filed with the Securities and Exchange Commission on June 14, 2024

As filed with the Securities and Exchange Commission on June 14, 2024 Registration No.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2024 Heliogen, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or other jurisdiction of incorporation) (Commission File Numbe

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Common Stock and Warrants, each 35 warrants exercisable for one share of Common stock at an exercise price of $402.

Joint Filing Agreement

EX-99.1 2 e5706ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of Heliogen, Inc. dated as of May 23, 2024 is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the pr

Letter, dated May 23, 2024, from Galloway Capital Partners, LLC to the Chairman and Chief Executive Officer of Heliogen, Inc.

EX-99.2 3 e5705ex99-2.htm EXHIBIT 99.2 EXHIBIT 99.2 Galloway Capital Partners, LLC May 23, 2024 Julie Kane, Chairperson of the Board Christiana Obiaya, Chief Executive Officer Heliogen, Inc. 130 West Union Street Pasadena, CA 91103 Dear Mssrs. Kane and Obiaya: We have been shareholders of Heliogen, Inc. (the “Company” or “Heliogen”) for almost a year. We are quite disappointed with the performance

Letter, dated May 23, 2024, from Galloway Capital Partners, LLC to the Chairman and Chief Executive Officer of Heliogen, Inc.

EX-99.2 3 e5706ex99-2.htm EXHIBIT 99.2 EXHIBIT 99.2 Galloway Capital Partners, LLC May 23, 2024 Julie Kane, Chairperson of the Board Christiana Obiaya, Chief Executive Officer Heliogen, Inc. 130 West Union Street Pasadena, CA 91103 Dear Mssrs. Kane and Obiaya: We have been shareholders of Heliogen, Inc. (the “Company” or “Heliogen”) for almost a year. We are quite disappointed with the performance

RGS / Regis Corporation / Galloway Capital Partners, LLC - FORM SC 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

RGS / Regis Corporation / Galloway Capital Partners, LLC - FORM SC 13D/A Activist Investment

SC 13D/A 1 e5706sc13da.htm FORM SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* HELIOGEN, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 42329E105 (CUSIP Number) Galloway Capital Partners, LLC 323 Sunny Isles Blvd., 7th Floor Sunny Isles Beach, FL 33160 (212) 24

Joint Filing Agreement

EX-99.1 2 e5705ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of Heliogen, Inc. dated as of May 23, 2024 is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the pr

Costs Associated with Exit or Disposal Activities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2024 Heliogen, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or other jurisdiction of incorporation) (Commission File Number

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2024 Heliogen, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40209 He

Heliogen, Inc. Announces First Quarter 2024 Financial and Operational Results

Exhibit 99.1 Heliogen, Inc. Announces First Quarter 2024 Financial and Operational Results PASADENA, Calif., May 8, 2024 – Heliogen, Inc. (“Heliogen”) (OTCQX: HLGN), a leading provider of AI-enabled concentrating solar energy technology, today provided its first quarter 2024 financial and operational results. Financial and Operational Highlights •1.9 gigawatts (“GW”) in opportunity pipeline •$76.2

Amendment No. 1, dated as of April 16, 2024, to Rights Agreement, dated as of April 16, 2023, by and between Heliogen, Inc. and Continental Stock Transfer & Trust Company, as rights agent.

Exhibit 4.1 AMENDMENT NO. 1 TO RIGHTS AGREEMENT This AMENDMENT NO. 1 TO RIGHTS AGREEMENT, dated as of April 16, 2024 (this “Amendment”), is made and entered into by and between Heliogen, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a federally chartered trust company, as Rights Agent (the “Rights Agent”). Except as otherwise provided herein, capital

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Heliogen, Inc. (Exact name of Registrant as s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Heliogen, Inc. (Exact name of Registrant as specified in its charter) Delaware 85-4204953 (State of other jurisdiction of incorporation or organization) (I.R.S. Employer I.D. No.) 130 West Union

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2024 Heliogen, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or other jurisdiction of incorporation) (Commission File Numb

Heliogen Extends Limited Duration Stockholders Rights Plan

Exhibit 99.1 Heliogen Extends Limited Duration Stockholders Rights Plan PASADENA, Calif., April 16, 2024 - Heliogen, Inc. (“Heliogen” or the “Company”) (OTCQX: HLGN), a leading provider of AI-enabled concentrating solar energy technology, today announced that its Board of Directors (the “Board”) adopted an amendment to its existing limited duration stockholder rights plan (as amended, the “Rights

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 o TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40209 Helioge

As filed with the Securities and Exchange Commission on March 26, 2024

As filed with the Securities and Exchange Commission on March 26, 2024 Registration No.

Executive Employment Agreement, dated April 13, 2023, by and between Heliogen, Inc. and Kelly Rosser.

Exhibit 10.18 HELIOGEN, INC. EXECUTIVE EMPLOYMENT AGREEMENT for KELLY ROSSER This Executive Employment Agreement (“Agreement”) is entered into by and between Kelly Rosser (the “Executive”) and Heliogen, Inc., a Delaware corporation (the “Employer”). Whereas, the Employer values the Executive as a critical leader in the Employer’s organization and desires to employ the Executive to provide services

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Heliogen, Inc. (Exact name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Title of Each Class of Securities to be Registered Fee Calculation Rule Amount to be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration

Specimen Common Stock Certificate of Heliogen, Inc.

0000001 SPECIMEN SEE REVERSE FOR IMPORTANT NOTICE REGARDING OWNERSHIP AND TRANSFER RESTRICTIONS AND CERTAIN OTHER INFORMATION COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK $0.

Incentive Recoupment Compensation Policy

Exhibit 97.1 Heliogen, Inc. Incentive Compensation Recoupment Policy 1. Introduction The Board of Directors (the “Board”) of Heliogen, Inc., a Delaware corporation (the “Company”), has determined that it is in the best interests of the Company and its stockholders to adopt this Incentive Compensation Recoupment Policy (this “Policy”) providing for the Company’s recoupment of Recoverable Incentive

, 2024, by and between Phelps Morris and Heliogen, Inc

Exhibit 10.1 HELIOGEN, INC. EXECUTIVE EMPLOYMENT AGREEMENT for PHELPS MORRIS This Executive Employment Agreement (“Agreement”) is entered into by and between Phelps Morris (the “Executive”) and Heliogen, Inc., a Delaware corporation (the “Employer”). Whereas, the Employer values the Executive as a critical leader in the Employer’s organization and desires to employ the Executive to provide service

Heliogen, Inc. Announces Fourth Quarter and Full Year 2023 Financial and Operational Results; Appoints New CFO

Exhibit 99.1 Heliogen, Inc. Announces Fourth Quarter and Full Year 2023 Financial and Operational Results; Appoints New CFO PASADENA, Calif, March 25, 2024 – Heliogen, Inc. (“Heliogen”) (OTCQX: HLGN), a leading provider of AI-enabled concentrating solar energy technology, today provided its fourth quarter and full year 2023 financial and operational results and announced the appointment of its new

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2024 Heliogen, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or other jurisdiction of incorporation) (Commission File Numb

NHIQ / NantHealth, Inc. / Cambridge Equities, LP - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Heliogen, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 42329E105 (CUSIP Number) Nant Capital, LLC Attn: Charles Kenworthy 450 Duley Road El Segundo, California 90245 (310) 836-6400 With a copy to: Martin J. Waters Th

JOINT FILING AGREEMENT

EX-99.1 2 d748411dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Schedule 13D (including any and all amendments thereto) with respect to the common stock, par value $0.0001 per share, of Heliogen, Inc., and further ag

STOCK TRANSFER AGREEMENT

EX-99.3 Exhibit 99.3 STOCK TRANSFER AGREEMENT THIS STOCK TRANSFER AGREEMENT (this “Agreement”) is made and entered into as of January 23, 2024, by and between Idealab Holdings, LLC (“ILH”) and Cambridge Equities, LP (“CELP”). Each of ILH and CELP may individually be referred to as a “Party” and collectively, as the “Parties”. RECITALS A. ILH holds 442,298 shares (the “HLGN Shares”) of the Common S

HLGN / Heliogen, Inc. / GROSS WILLIAM - AMENDMENT NO. 7 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 7)* HELIOGEN, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 42329W 105 (CUSIP Number) Eva Davis Winston & Strawn LLP 333 S. Grand Avenue Los Angeles, CA 90071-1543 Tel: 1-213-615-1700 (Name, Address and Tele

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2024 Heliogen, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or other jurisdiction of incorporation) (Commission File N

HLGN / Heliogen, Inc. / NeoTribe Ventures I, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm245556d1sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 2)* Heliogen, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 42329E105 (CUSIP Num

HLGN / Heliogen, Inc. / Prime Movers Lab Fund I LP Activist Investment

SC 13D/A 1 heligeon13d.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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) (Amendment No. 4)* Heliogen, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 42329E105 (CUSIP Nu

Heliogen Announces CFO Transition Sagar Kurada Steps Down; Alan Gahm Appointed Interim CFO and Wilda Siu Promoted to Chief Accounting Officer

Exhibit 99.1 Heliogen Announces CFO Transition Sagar Kurada Steps Down; Alan Gahm Appointed Interim CFO and Wilda Siu Promoted to Chief Accounting Officer PASADENA, Calif., January 12, 2024 – Heliogen, Inc. (“Heliogen” or the “Company”) (OTCQX: HLGN), a leading provider of AI-enabled concentrating solar energy technology, today announced that the Company and its Chief Financial Officer, Sagar Kura

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2024 Heliogen, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2024 Heliogen, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or other jurisdiction of incorporation) (Commission File Nu

Consulting Agreement, dated as of January 11, 2024, by and among Heliogen, Inc., A&K Financial Consulting Services, LLC and Alan Gahm.

Exhibit 10.2 CONSULTING AGREEMENT This Consulting Agreement (“Agreement”) is made by and between A&K Financial Consulting Services, LLC (“A&K Consulting”), Alan Gahm (“Gahm”) (A&K Consulting and Gahm collectively, the “Consultant”), and Heliogen, Inc. (“Client”). Consultant and Client are sometimes collectively referred to as the “Parties” or singularly as a “Party.” In consideration of the mutual

Transition Agreement, dated as of January 11, 2024, by and between Heliogen, Inc. and Sagar Kurada.

Exhibit 10.1 January 11, 2024 Via Email Sagar Kurada Re: Transition Agreement Dear Sagar: This letter sets forth the substance of the transition agreement (the “Agreement”) which Heliogen, Inc. (the “Company”) is offering to you to aid in your employment transition. 1.Separation Date. As discussed, you and the Company have mutually agreed to part ways and your employment with the Company will end

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-4020

Heliogen Announces Suspension of NYSE Listing Status Company’s Common Stock and Public Warrants Expected to Begin Trading Promptly on OTC Marketplace

Exhibit 99.1 Heliogen Announces Suspension of NYSE Listing Status Company’s Common Stock and Public Warrants Expected to Begin Trading Promptly on OTC Marketplace PASADENA, Calif., November 7, 2023 – Heliogen, Inc. (“Heliogen” or the “Company”) (NYSE: HLGN), a leading provider of AI-enabled concentrating solar energy technology, today announced it has received notice that the New York Stock Exchan

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2023 Heliogen, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or other jurisdiction of incorporation) (Commission File Nu

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2023 Heliogen, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or other jurisdiction of incorporation) (Commission File

Up to $40,000,000 Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-271170 PROSPECTUS SUPPLEMENT (To prospectus dated July 18, 2023) Up to $40,000,000 Common Stock We have entered into a Sales Agreement (the “Sales Agreement”) with The Benchmark Company, LLC (the “Agent”) relating to shares of our common stock, par value $0.0001 per share (the “common stock”), offered by this prospectus supplement and the accom

Sales Agreement by and between Heliogen, Inc. and The Benchmark Company, LLC, dated September 13, 2023.

Exhibit 1.1 HELIOGEN, INC. COMMON STOCK SALES AGREEMENT September 13, 2023 The Benchmark Company, LLC 150 E. 58th Street, 17th Floor New York, NY 10155 Ladies and Gentlemen: Heliogen Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with The Benchmark Company, LLC (the “Sales Agent”), as follows: 1. Issuance and Sale of Shares. The Company agrees that, from ti

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2023 Heliogen, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or other jurisdiction of incorporation) (Commission File Num

Certificate of Amendment of Certificate of Incorporation of Heliogen, Inc., dated August 31, 2023.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HELIOGEN, INC. August 31, 2023 Heliogen, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1.The name of the corporation is “Heliogen, Inc.” The original certificate of incorporation was filed with the Secretary of

Heliogen Announces 1-for-35 Reverse Stock Split

Exhibit 99.1 Heliogen Announces 1-for-35 Reverse Stock Split PASADENA, Calif, August 25, 2023 – Heliogen, Inc. (“Heliogen”) (NYSE: HLGN), a leading provider of AI-enabled concentrating solar energy technology, announced today that its Board of Directors has approved a 1-for-35 reverse stock split (“Reverse Stock Split”) of Heliogen’s common stock. Heliogen’s stockholders previously approved the Re

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2023 Heliogen, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40209 Hel

Heliogen, Inc. Announces Second Quarter 2023 Financial and Operational Results

Exhibit 99.1 Heliogen, Inc. Announces Second Quarter 2023 Financial and Operational Results PASADENA, Calif, August 8, 2023 – Heliogen, Inc. (“Heliogen”) (NYSE: HLGN), a leading provider of AI-enabled concentrating solar energy technology, today provided its second quarter 2023 financial and operational results. Recent Highlights •Increased current opportunity pipeline to 825 MW, 700 MW of which w

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 Heliogen, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 Heliogen, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2023 Heliogen, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2023 Heliogen, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or other jurisdiction of incorporation) (Commission File Numb

HELIOGEN, INC. 130 West Union Street Pasadena, California 91103

HELIOGEN, INC. 130 West Union Street Pasadena, California 91103 July 17, 2023 Division of Corporation Finance Office of Technology United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: Heliogen, Inc. Amendment No. 3 to Registration Statement on Form S-3 File No. 3333-271170 Ladies and Gentlemen: Heliogen, Inc. (the “Registrant”) hereby requests that the U.S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 10, 2023 Heliogen, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 10, 2023 Heliogen, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or other jurisdiction of incorporation) (Commission File Numbe

Executive Employment Agreement, dated July 6, 2023, by and between Sagar Kurada and Heliogen, Inc.

Exhibit 10.1 HELIOGEN, INC. EXECUTIVE EMPLOYMENT AGREEMENT for Sagar Kurada This Executive Employment Agreement (“Agreement”) is entered into by and between Sagar Kurada (the “Executive”) and Heliogen, Inc., a Delaware corporation (the “Employer”). Whereas, the Employer values the Executive as a critical leader in the Employer’s organization and desires to employ the Executive to provide services

Heliogen Appoints Sagar Kurada as Chief Financial Officer and Head of Strategy Energy and sustainability executive brings more than two decades of financial, strategic, and capital markets experience to support business growth

Exhibit 99.1 Heliogen Appoints Sagar Kurada as Chief Financial Officer and Head of Strategy Energy and sustainability executive brings more than two decades of financial, strategic, and capital markets experience to support business growth PASADENA, Calif., July 10, 2023 — Heliogen, Inc. (NYSE: HLGN) (the “Company”), a leading provider of AI-enabled concentrating solar energy technology, today ann

HLGN / Heliogen Inc - Class A / Prime Movers Lab Fund I LP Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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) (Amendment No. 3)* Heliogen, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 42329E105 (CUSIP Number) TAYLOR FRANKEL c/o PR

HLGN / Heliogen Inc - Class A / GROSS WILLIAM - AMENDMENT NO. 6 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 6)* HELIOGEN, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 42329W 105 (CUSIP Number) Eva Davis Winston & Strawn LLP 333 S. Grand Avenue Los Angeles, CA 90071-1543 Tel: 1-213-615-1700 (Name, Address and Tele

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Heliogen, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Fo

As filed with the Securities and Exchange Commission on June 30, 2023

As filed with the Securities and Exchange Commission on June 30, 2023 Registration No.

HELIOGEN, INC. 130 West Union Street Pasadena, CA 91103

HELIOGEN, INC. 130 West Union Street Pasadena, CA 91103 June 30, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attention: Anuja A. Majmudar Laura Nicholson Re: Heliogen, Inc. Amendment No. 2 to Registration Statement on Form S-3 Filed June 9, 2023 File No. 333-271170 Dear Ms. Majmud

HLGN / Heliogen Inc - Class A / Nant Capital, LLC - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1 )* Heliogen, Inc. (Name of Issuer) Common Stock, Par value $0.0001 per share (Title of Class of Securities) 42329E105 (CUSIP Number) June 7, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

HLGN / Heliogen Inc - Class A / GROSS WILLIAM - AMENDMENT NO. 5 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* HELIOGEN, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 42329W 105 (CUSIP Number) Eva Davis Winston & Strawn LLP 333 S. Grand Avenue Los Angeles, CA 90071-1543 Tel: 1-213-615-1700 (Name, Address and Tele

HLGN / Heliogen Inc - Class A / Prime Movers Lab Fund I LP Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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) (Amendment No. 2)* Heliogen, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 42329E105 (CUSIP Number) TAYLOR FRANKEL c/o PR

HLGN / Heliogen Inc - Class A / GROSS WILLIAM - AMENDMENT NO. 4 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* HELIOGEN, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 42329W 105 (CUSIP Number) Eva Davis Winston & Strawn LLP 333 S. Grand Avenue Los Angeles, CA 90071-1543 Tel: 1-213-615-1700 (Name, Address and Tele

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Heliogen, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Fo

As filed with the Securities and Exchange Commission on June 9, 2023

As filed with the Securities and Exchange Commission on June 9, 2023 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40209 He

As filed with the Securities and Exchange Commission on May 10, 2023

As filed with the Securities and Exchange Commission on May 10, 2023 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Heliogen, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Fo

HELIOGEN, INC. 130 West Union Street Pasadena, CA 91103

HELIOGEN, INC. 130 West Union Street Pasadena, CA 91103 May 10, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attention: Anuja A. Majmudar Laura Nicholson Re: Heliogen, Inc. Registration Statement on Form S-3 Filed April 6, 2023 File No. 333-271170 Dear Ms. Majmudar and Ms. Nicholso

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 Heliogen, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 Heliogen, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or other jurisdiction of incorporation) (Commission File Number)

Heliogen, Inc. Announces First Quarter 2023 Financial and Operational Results

Exhibit 99.1 Heliogen, Inc. Announces First Quarter 2023 Financial and Operational Results PASADENA, CA, May 9, 2023 – Heliogen, Inc. (“Heliogen”) (NYSE: HLGN), a leading provider of AI-enabled concentrating solar energy technology, today provided its first quarter 2023 financial and operational results. Recent Highlights •Began high-volume automated heliostat production at Heliogen’s manufacturin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2023 Heliogen, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2023 Heliogen, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or other jurisdiction of incorporation) (Commission File Numb

Heliogen Rejects Unsolicited Acquisition Proposal from Continuum Renewables

Exhibit 99.1 Heliogen Rejects Unsolicited Acquisition Proposal from Continuum Renewables PASADENA, Calif., April 24, 2023 – Heliogen, Inc. (“Heliogen” or the “Company”) (NYSE: HLGN), a leading provider of AI-enabled concentrating solar energy technology, today announced that its Board of Directors (the “Board”) rejected the unsolicited, non-binding proposal it received on April 13th from Continuum

Certificate of Designations of Series A Junior Participating Preferred Stock of Heliogen, Inc.

Exhibit 3.1 CERTIFICATE OF DESIGNATION OF RIGHTS, PREFERENCES AND PRIVILEGES OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK OF HELIOGEN, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware The undersigned, Christiana Obiaya, does hereby certify: 1. That she is duly elected and acting Chief Executive Officer of Heliogen, Inc., a Delaware corporation (the “Corporat

Rights Agreement, dated as of April 16, 2023, between Heliogen, Inc. and Continental Stock Transfer & Trust Company, as rights agent.

Exhibit 4.1 Heliogen, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Rights Agent RIGHTS AGREEMENT April 16, 2023 Table of Contents Page Section 1. Certain Definitions 1 Section 2. Appointment of Rights Agent 7 Section 3. Issuance of Rights 7 Section 4. Form of Right Certificates 9 Section 5. Countersignature and Registration 10 Section 6. Transfer, Split Up, Combination and Exchange of R

HELIOGEN ADOPTS LIMITED DURATION STOCKHOLDER RIGHTS PLAN

Exhibit 99.1 HELIOGEN ADOPTS LIMITED DURATION STOCKHOLDER RIGHTS PLAN PASADENA, Calif. April 17, 2023 - Heliogen, Inc. (“Heliogen” or the “Company”) (NYSE: HLGN), a leading provider of AI-enabled concentrating solar energy technology, today announced that its Board of Directors (the “Board”) has adopted a limited duration stockholder rights plan, effective immediately (the “Rights Plan”). The Boar

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Heliogen, Inc. (Exact name of Registrant as specified in its charter) Delaware 85-4204953 (State of other jurisdiction of incorporation or organization) (I.R.S. Employer I.D. No.) 130 West Union St

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2023 Heliogen, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2023 Heliogen, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2023 Heliogen, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2023 Heliogen, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or other jurisdiction of incorporation) (Commission File Numb

Heliogen Confirms Receipt of Unsolicited, Non-Binding Acquisition Proposal

Exhibit 99.1 Heliogen Confirms Receipt of Unsolicited, Non-Binding Acquisition Proposal PASADENA, Calif., April 14, 2023 – Heliogen, Inc. (“Heliogen” or the “Company”) (NYSE: HLGN), a leading provider of AI-enabled concentrating solar energy technology, today announced that it has received an unsolicited, non-binding proposal from Continuum Renewables, Inc. (“CRI”) to acquire all of the outstandin

Continuum Renewables | 140 West Union, Pasadena, CA 91103 | 626-585-6900

Exhibit 99.1 VIA E-MAIL AND FEDEX DELIVERY April 13, 2023 Board of Directors Heliogen, Inc. 130 West Union Street Pasadena, CA 91103 Dear Members of the Board of Directors: Continuum Renewables, Inc. (“CRI”) is pleased to submit this non-binding proposal to acquire 100% of the capital stock of Heliogen, Inc. (“Heliogen” or the “Company”) for cash consideration of $.40 per share of common stock. Ou

HLGN / Heliogen Inc - Class A / GROSS WILLIAM - AMENDMENT NO. 3 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* HELIOGEN, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 42329W 105 (CUSIP Number) Eva Davis Winston & Strawn LLP 333 S. Grand Avenue Los Angeles, CA 90071-1543 Tel: 1-213-615-1700 (Name, Address and Tele

HLGN / Heliogen Inc - Class A / Prime Movers Lab Fund I LP Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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) (Amendment No. 1)* Heliogen, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 42329E105 (CUSIP Number) TAYLOR FRANKEL c/o PR

Joint Filing Agreement

Exhibit 99.2 Joint Filing Agreement This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13D/A filed on or about this date and any further amendments thereto with respect to the beneficial ownership by the undersigned of the shares of common stock of Heliogen, Inc. (the “Issuer”), and such other securities of the Issuer that the undersigned may acquire or

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Heliogen, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Fo

Form of Indenture.

Exhibit 4.4 HELIOGEN, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of , 20 Debt Securities Table Of Contents Page article 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 article 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee’s Certificate 8 Section 2.03 Den

Up to 71,070,996 Shares of Common Stock Up to 8,566,666 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 233,333 Warrants to Purchase Common Stock

PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No.: 333-262319 Up to 71,070,996 Shares of Common Stock Up to 8,566,666 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 233,333 Warrants to Purchase Common Stock This prospectus relates to the issuance by us of an aggregate of up to 8,566,666 shares of our common stock, $0.0001 par value per share (“Common Stock”), which cons

Power of Attorney. Reference is made to the signature pages of this Form S-3.

As filed with the Securities and Exchange Commission on April 6, 2023 Registration No.

As filed with the Securities and Exchange Commission on March 29, 2023

As filed with the Securities and Exchange Commission on March 29, 2023 Registration No.

Executive Employment Agreement, dated March 29, 2023, by and between Heliogen, Inc. and Christie Obiaya.

Exhibit 10.14 HELIOGEN, INC. EXECUTIVE EMPLOYMENT AGREEMENT for CHRISTIE OBIAYA This Executive Employment Agreement (“Agreement”) is entered into by and between Christie Obiaya (the “Executive”) and Heliogen, Inc., a Delaware corporation (the “Employer”). Whereas, the Employer values the Executive as a critical leader in the Employer’s organization and desires to employ the Executive to provide se

Non-Employee Director Compensation Policy dated March 2, 2023.

Exhibit 10.16 HELIOGEN, INC. AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Effective Date: March 2, 2023 Each member of the Board of Directors (the “Board”) of Heliogen, Inc. (the “Company”) who is not also serving as an employee of the Company or any of its subsidiaries (each such member, a “Non- Employee Director”) will be eligible to receive the compensation described in this N

Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40209 Helioge

Executive Employment Agreement, dated March 29, 2023, by and between Heliogen, Inc. and Thomas Doyle.

Exhibit 10.15 HELIOGEN, INC. EXECUTIVE EMPLOYMENT AGREEMENT for THOMAS DOYLE This Executive Employment Agreement (“Agreement”) is entered into by and between Thomas Doyle (the “Executive”) and Heliogen, Inc., a Delaware corporation (the “Employer”). Whereas, the Employer values the Executive as a critical leader in the Employer’s organization and desires to employ the Executive to provide services

Heliogen, Inc. Announces Fourth Quarter and Full Year 2022 Financial and Operational Results; Reports Progress on Strategic Initiatives

Exhibit 99.1 Heliogen, Inc. Announces Fourth Quarter and Full Year 2022 Financial and Operational Results; Reports Progress on Strategic Initiatives PASADENA, CA, March 28, 2023 – Heliogen, Inc. (“Heliogen”) (NYSE: HLGN), a leading provider of AI-enabled concentrating solar energy technology, today provided its fourth quarter and full year 2022 financial and operational results. Recent Highlights

HLGN / Heliogen Inc - Class A / GROSS WILLIAM - AMENDMENT NO. 2 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* HELIOGEN, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 42329W 105 (CUSIP Number) Eva Davis Winston & Strawn LLP 333 S. Grand Avenue Los Angeles, CA 90071-1543 Tel: 1-213-615-1700 (Name, Address and Tele

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2023 Heliogen, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2023 Heliogen, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or other jurisdiction of incorporation) (Commission File Numb

Heliogen Announces Updates to Strengthen its Board and Drive Implementation of Strategic Plan and Growth Initiatives Announces appointment of Roger A. Lazarus to Board – veteran financial services executive brings decades of management, operational a

Exhibit 99.1 Heliogen Announces Updates to Strengthen its Board and Drive Implementation of Strategic Plan and Growth Initiatives Announces appointment of Roger A. Lazarus to Board – veteran financial services executive brings decades of management, operational and financial experience across developed and emerging markets Board establishes Corporate Strategy Committee to advise and oversee execut

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2023 Heliogen, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2023 Heliogen, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or other jurisdiction of incorporation) (Commission File Numbe

Heliogen Provides Strategic Update in Letter to Shareholders CEO Christie Obiaya Announces Swift and Bold Strategic Priorities

EX-99.1 2 ex991-ceoletter02162023.htm EX-99.1 Exhibit 99.1 Heliogen Provides Strategic Update in Letter to Shareholders CEO Christie Obiaya Announces Swift and Bold Strategic Priorities Pasadena, CA, February 16, 2023 – Heliogen, Inc. (“Heliogen”) (NYSE: HLGN), a leading provider of AI-enabled concentrating solar energy technology, today published a letter to shareholders signaling a renewed strat

HLGN / Heliogen Inc - Class A / GROSS WILLIAM - AMENDMENT NO. 1 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* HELIOGEN, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 42329W 105 (CUSIP Number) Eva Davis Winston & Strawn LLP 333 S. Grand Avenue Los Angeles, CA 90071-1543 Tel: 1-213-615-1700 (Name, Address and Tele

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2023 Heliogen, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2023 Heliogen, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or other jurisdiction of incorporation) (Commission File N

JOINT FILING AGREEMENT

EX-99.1 2 ex991to13d1371900202132023.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, $0.0001 par value per share, of

HLGN / Heliogen Inc - Class A / Prime Movers Lab Fund I LP - THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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) (Amendment No. )1 Heliogen, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 42329E105 (CUSIP Number) TAYLOR FRANKEL c/o PRI

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Heliogen, Inc. (Exact name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Title of Each Class of Securities to be Registered Fee Calculation Rule Amount to be Registered(1) Proposed Maximum Offering Price Per Share(2) Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registrat

As filed with the Securities and Exchange Commission on February 10, 2023

As filed with the Securities and Exchange Commission on February 10, 2023 Registration No.

Heliogen Announces New Chief Executive Officer to Drive Next Phase of Growth Christie Obiaya appointed Chief Executive Officer bringing her strategy and finance expertise to drive Heliogen’s growth and commercialization; Kelly Rosser appointed interi

Exhibit 99.1 Heliogen Announces New Chief Executive Officer to Drive Next Phase of Growth Christie Obiaya appointed Chief Executive Officer bringing her strategy and finance expertise to drive Heliogen’s growth and commercialization; Kelly Rosser appointed interim Chief Financial Officer PASADENA, Calif.-(BUSINESS WIRE)- Heliogen, Inc. (“Heliogen”) (NYSE: HLGN), a leading provider of AI-enabled co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2023 Heliogen, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2023 Heliogen, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or other jurisdiction of incorporation) (Commission File Nu

Bill Gross Resignation Letter, dated February 5, 2023.

Exhibit 17.1 February 5, 2023 To the Heliogen Board of Directors: Because you have terminated me as the CEO of Heliogen, I am required by my employment agreement to resign as a director and as Chairman of the Board of Heliogen. Therefore, I resign immediately. More than six months ago, I shared with the Board my desire to step down as Chief Executive Officer once a successor was identified who had

HLGN / Heliogen Inc - Class A / NeoTribe Ventures I, L.P. - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 1)* Heliogen, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 42329E105 (CUSIP Number) December 31, 2022 (Date of Event Whi

Heliogen, Inc. Receives Continued Listing Notice from NYSE

Exhibit 99.1 Heliogen, Inc. Receives Continued Listing Notice from NYSE Pasadena, CA – December 28, 2022 – Heliogen, Inc. (“Heliogen”) (NYSE: HLGN), a leading provider of AI-enabled concentrated solar energy, today announced that on December 23, 2022, it received written notice from the New York Stock Exchange (“NYSE”) that the average closing price of its common stock over the prior consecutive 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2022 Heliogen, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2022 Heliogen, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or other jurisdiction of incorporation) (Commission File N

HELIOGEN, INC. 130 West Union Street Pasadena, CA 91103

HELIOGEN, INC. 130 West Union Street Pasadena, CA 91103 December 14, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attention: Brian McAllister Craig Arakawa Re: Heliogen, Inc. Form 10-K for the Fiscal Year Ended December 31, 2021 Filed March 31, 2022 File No. 001-40209 Dear Mr. McAl

Up to 124,749,204 Shares of Common Stock Up to 8,566,666 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 233,333 Warrants to Purchase Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-262319 PROSPECTUS SUPPLEMENT NO. 3 (To the Prospectus dated June 7, 2022) Up to 124,749,204 Shares of Common Stock Up to 8,566,666 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 233,333 Warrants to Purchase Common Stock This prospectus supplement if being filed solely to update and supplement the prospectus, dated June 7, 2022

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2022 Heliogen, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or other jurisdiction of incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-4020

Heliogen, Inc. Announces Third Quarter 2022 Financial and Operational Results; Reports Commercial Progress on Green Hydrogen Initiatives

Heliogen, Inc. Announces Third Quarter 2022 Financial and Operational Results; Reports Commercial Progress on Green Hydrogen Initiatives PASADENA, CA, November 7, 2022 ? Heliogen, Inc. (?Heliogen?) (NYSE: HLGN), a leading provider of AI-enabled concentrating solar energy technology, today provided its third quarter 2022 financial results. Third Quarter 2022 Highlights ?Selected to receive a $4.1 m

Second Amended and Restated Bylaws of Heliogen, Inc.

Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF HELIOGEN, INC. (A DELAWARE CORPORATION) November 3, 2022 Exhibit 3.2 Table of Contents Page ARTICLE I OFFICES 4 Section 1. Registered Office 4 Section 2. Other Offices 4 ARTICLE II CORPORATE SEAL 4 Section 3. Corporate Seal 4 ARTICLE III STOCKHOLDERS’ MEETINGS 4 Section 4. Place of Meetings 4 Section 5. Annual Meetings. 4 Section 6. Special Meeting

Heliogen Announces Appointment of Industrial Energy Transition Veteran Barbara Burger to Board of Directors Former Chevron executive to bring expertise in industrial growth and energy transition

Heliogen Announces Appointment of Industrial Energy Transition Veteran Barbara Burger to Board of Directors Former Chevron executive to bring expertise in industrial growth and energy transition PASADENA, CA, September 14, 2022 ? Heliogen, Inc.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2022 Heliogen, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or other jurisdiction of incorporation) (Commission File

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2022 Heliogen, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or other jurisdiction of incorporation) (Commission File

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2022 Heliogen, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or other jurisdiction of incorporation) (Commission File Num

Up to 124,749,204 Shares of Common Stock Up to 8,566,666 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 233,333 Warrants to Purchase Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-262319 PROSPECTUS SUPPLEMENT NO. 1 (To the Prospectus dated June 7, 2022) Up to 124,749,204 Shares of Common Stock Up to 8,566,666 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 233,333 Warrants to Purchase Common Stock This prospectus supplement if being filed solely to update and supplement the prospectus, dated June 7, 2022

Up to 124,749,204 Shares of Common Stock Up to 8,566,666 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 233,333 Warrants to Purchase Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-262319 PROSPECTUS SUPPLEMENT NO. 2 (To the Prospectus dated June 7, 2022) Up to 124,749,204 Shares of Common Stock Up to 8,566,666 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 233,333 Warrants to Purchase Common Stock This prospectus supplement if being filed solely to update and supplement the prospectus, dated June 7, 2022

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2022 Heliogen, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40209 Hel

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2022 Heliogen, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or other jurisdiction of incorporation) (Commission File Num

Heliogen, Inc. Announces Second Quarter 2022 Financial and Operational Results; Reports Progress on Scale Up of Long Beach Facility Reaffirms 2022 Guidance

Heliogen, Inc. Announces Second Quarter 2022 Financial and Operational Results; Reports Progress on Scale Up of Long Beach Facility Reaffirms 2022 Guidance PASADENA, CA, August 10, 2022 ? Heliogen, Inc. (?Heliogen?) (NYSE: HLGN), a leading provider of AI-enabled concentrated solar energy technology, today provided its second quarter 2022 financial and operational results and reaffirmed its previou

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2022 Heliogen, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or other jurisdiction of incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Up to 124,749,204 Shares of Common Stock Up to 8,566,666 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 233,333 Warrants to Purchase Common Stock

PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-262319 Up to 124,749,204 Shares of Common Stock Up to 8,566,666 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 233,333 Warrants to Purchase Common Stock This prospectus relates to the issuance by us of an aggregate of up to 8,566,666 shares of our common stock, $0.0001 par value per share (?Common Stock?), which cons

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Letter from BDO USA, LLP. dated June 2, 2022

Exhibit 16.1 June 2, 2022 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on June 2, 2022, to be filed by our former client, Heliogen, Inc. We agree with the statements made in response to that Item insofar as they relate to our Firm. Very truly yours, /s/ BDO USA, LL

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2022 Heliogen, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or other jurisdiction of incorporation) (Commission File Number

HLGN / Heliogen Inc - Class A / Idealab Holdings, LLC - AMENDMENT NO. 1 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.1)* Heliogen, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 42329W 105 (CUSIP Number) December 30, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant t

HLGN / Heliogen Inc - Class A / GROSS WILLIAM - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* HELIOGEN, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 42329W 105 (CUSIP Number) Debbie Chen General Counsel Heliogen, Inc. 130 West Union Street Pasadena, California 91103 Tel: 626-720-4530 (Name,

Power of Attorney (included on signature page of Post-Effective Amendment No.1).

As filed with the Securities and Exchange Commission on May 26, 2022 Registration No.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2022 Heliogen, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or other jurisdiction of incorporation) (Commission File Number

Collaboration Agreement-Australia, dated March 28, 2022, by and between Heliogen Holdings, Inc. and Woodside Energy Technologies Pty. Ltd.

Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [?***?], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT HELIOGEN, INC. TREATS AS PRIVATE OR CONFIDENTIAL COLLABORATION AGREEMENT - AUSTRALIA between Heliogen Holdings, Inc. and Woodside Energy Technologies Pty. Ltd. Dated March 28, 2022 THIS COLLABORATION AGREEMENT - AUSTRALIA (this

Commercial-Scale Demonstration Agreement, dated March 28, 2022, by and between Heliogen, Inc. and Woodside Energy (USA) Inc.

Exhibit 10.2 ?CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [?***?], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT HELIOGEN, INC. TREATS AS PRIVATE OR CONFIDENTIAL? COMMERCIAL SCALE DEMONSTRATION AGREEMENT for the CAPELLA SOLAR PROJECT by and between WOODSIDE ENERGY (USA), INC., as Owner and HELIOGEN HOLDINGS INC., as Company dated as of Ma

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40209 Helio

Warrant to Purchase Class A Common Stock of Heliogen, Inc. in connection with Commercial-Scale Demonstration Agreement, dated March 28, 2022, by and between Heliogen, Inc. and Woodside Energy (USA) Inc.

Exhibit 10.3 Execution version THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40209 He

Heliogen, Inc. Announces First Quarter 2022 Financial and Operational Results; Reports Progress on Deployment of Commercial-Scale Solar Energy Systems Reaffirms 2022 Guidance

Heliogen, Inc. Announces First Quarter 2022 Financial and Operational Results; Reports Progress on Deployment of Commercial-Scale Solar Energy Systems Reaffirms 2022 Guidance PASADENA, CA, May 23, 2022 ? Heliogen, Inc. (?Heliogen?) (NYSE: HLGN), a leading provider of AI-enabled concentrated solar energy technology, today provided its first quarter 2022 financial and operational results and reaffir

Warrant to Purchase Class A Common Stock of Heliogen, Inc. in connection with Collaboration Agreement, dated March 28, 2022, by and between Heliogen, Inc. and Woodside Energy (USA) Inc.

Exhibit 10.4 Execution version THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2022 Heliogen, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number: 001-40209 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number: 001-40209 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on Form N-SAR ? For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

Up to 124,749,204 Shares of Common Stock Up to 8,566,666 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 233,333 Warrants to Purchase Common Stock

PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No.: 333-262319 Up to 124,749,204 Shares of Common Stock Up to 8,566,666 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 233,333 Warrants to Purchase Common Stock This prospectus relates to the issuance by us of an aggregate of up to 8,566,666 shares of our common stock, $0.0001 par value per share (?Common Stock?), which con

As filed with the Securities and Exchange Commission on April 6, 2022

As filed with the Securities and Exchange Commission on April 6, 2022 Registration No.

Exhibit 4.4

Exhibit 4.4 DESCRIPTION OF REGISTRANTS? SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Heliogen, Inc. (?we,? ?our,? ?us,? or the ?Company?) has two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): common stock, par value $0.0001 par value per share (the ?Common Stock?), and public warrant

List of Subsidiaries

Exhibit 21.1 LIST OF SUBSIDIARIES Company Name Jurisdiction of Incorporation Heliogen Holdings, Inc. Delaware HelioHeat GmbH Germany

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40209 Helioge

Non-Employee Director Compensation Policy

Exhibit 10.26 HELIOGEN, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Adopted by the Board of Directors: December 30, 2021 Effective: December 30, 2021 Each member of the Board of Directors (the ?Board?) of Heliogen, Inc. (the ?Company?) who is not also serving as an employee of the Company or any of its subsidiaries (each such member, a ?Non-Employee Director?) will be eligible to receive the co

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2022 Heliogen, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or other jurisdiction of incorporation) (Commission File Numb

Heliogen, Inc. Announces Full Year 2021 Financial and Operational Results

Heliogen, Inc. Announces Full Year 2021 Financial and Operational Results PASADENA, CA, March 28, 2022 ? Heliogen, Inc. (?Heliogen? or the ?Company?) (NYSE: HLGN), a leading provider of AI-enabled concentrated solar energy, today announced full year 2021 financial and operational results. Full-Year 2021 Highlights ?Finalized $39 million U.S. Department of Energy award for deployment of AI-enabled

HLGN / Heliogen Inc - Class A / Idealab Holdings, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Heliogen, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 42329W 105 (CUSIP Number) December 30, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to w

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 HELIOGEN, INC. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HELIOGEN, INC. (Exact name of registrant as specified in its charter) Delaware 84-4204953 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.) 130 W Union St. Pasadena, CA 91103 (Address of principal executive offices) (Zip Code) He

Filing Fee Table

EX-FILING FEES 7 ea156138exfiling-feehelio.htm CALCULATION OF FILING FEE TABLE Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Heliogen, Inc. (Exact name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Title of Each Class of Securities to be Registered Fee Calculation Rule Amount to be Registered(1) Proposed Maximum Offering Price Per

Form of Stock Option Grant Package under 2013 Equity Incentive Plan.

Exhibit 99.3 HELIOGEN, INC. 2013 Stock Incentive Plan STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the 2013 Stock Incentive Plan (the ?Plan?) shall have the same defined meanings in this Stock Option Agreement (the ?Option Agreement?). I. GRANT SUMMARY a. See Grant Summary sent to you via Carta (?Grant Summary?) for specific terms of the grant. b. Termination Period

Form of RSU Grant Package under 2013 Equity Incentive Plan.

Exhibit 99.4 New Hire HELIOGEN, INC. Restricted Stock Unit Grant Notice (2013 Stock Incentive Plan) Heliogen, Inc. (the ?Company?), pursuant to its 2013 Stock Incentive Plan (the ?Plan?), has granted to Participant (as of the date indicated below) an award of Restricted Stock Units in respect of the number of shares of the Company?s Common Stock (?RSUs?) set forth below (the ?Award?). The Award is

JOINT FILING AGREEMENT

EX-99.1 2 d281939dex991.htm EX-99.1 Exhibit 1 JOINT FILING AGREEMENT This JOINT FILING AGREEMENT is entered into as of February 23, 2022 by and among the signatories hereto. The undersigned hereby agree that the Statement on Schedule 13G with respect to the shares of common stock, par value $0.0001 per share of Heliogen, Inc., a Delaware corporation, is, and any amendment thereafter signed by each

HLGN / Heliogen Inc - Class A / Prime Movers Lab Fund I LP Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. )* Heliogen, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 42329E105 (CUSIP Number) December 31, 2021 (Date o

HLGN / Heliogen Inc - Class A / Nant Capital, LLC - SC 13G Passive Investment

SC 13G 1 d281939dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Heliogen, Inc. (Name of Issuer) Common Stock, Par value $0.0001 per share (Title of Class of Securities) 42329E105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropr

HLGN / Heliogen Inc - Class A / NeoTribe Ventures I, L.P. - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. )* Heliogen, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 42329E105 (CUSIP Number) December 31, 2021 (Date of Event Whic

HLGN / Heliogen Inc - Class A / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) HELIOGEN, INC. (formerly Athena Technology Acquisition Corp.) (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 42329E105 (CUSIP Number) DECEMBER 31, 2021 (Date of event which requires filing of this statement) Chec

Up to 124,749,204 Shares of Common Stock Up to 8,566,666 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 233,333 Warrants to Purchase Common Stock

PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-262319 Up to 124,749,204 Shares of Common Stock Up to 8,566,666 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 233,333 Warrants to Purchase Common Stock This prospectus relates to the issuance by us of an aggregate of up to 8,566,666 shares of our common stock, $0.0001 par value per share (?Common Stock?), which cons

HELIOGEN, INC. 130 West Union Street Pasadena, California 91103

HELIOGEN, INC. 130 West Union Street Pasadena, California 91103 January 31, 2022 Division of Corporation Finance Office of Technology United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: Heliogen, Inc. Registration Statement on Form S-1 File No. 333-262319 Ladies and Gentlemen: Heliogen, Inc. (the ?Registrant?) hereby requests that the U.S. Securities and

Amendment to the Letter Agreement, dated March 16, 2021, by and among Athena Technology Acquisition Corp., Athena Technology Sponsor LLC and its officers and directors.

Exhibit 10.13 AMENDMENT TO THE SPONSOR LETTER This Amendment to that certain letter agreement, dated March 16, 2021 (the ?Original Letter Agreement?), by and among Athena Technology Sponsor LLC, a Delaware limited liability company (the ?Sponsor?), Athena Technology Acquisition Corp., a Delaware corporation (the ?Buyer?), and each of the undersigned individuals, each of whom is a member of the Buy

Form of Warrant Certificate of Heliogen, Inc.

EX-4.2 2 fs12022ex4-2heliogen.htm WARRANT AGREEMENT, DATED MARCH 16, 2021, BY AND BETWEEN ATHENA TECHNOLOGY ACQUISITION CORP. AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY Exhibit 4.2 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW HELIOGEN, INC. Inco

As filed with the Securities and Exchange Commission on January 24, 2022

As filed with the Securities and Exchange Commission on January 24, 2022 Registration No.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS The following unaudited pro forma condensed combined financial statements, referred to as the unaudited pro forma financial statements, have been prepared in accordance with Article 11 of Regulation S-X and reflect the combination of the historical consolidated financial statements of Athena and Heliogen adjusted to give effe

Registration Rights and Lock-Up Agreement.

Exhibit 10.5 EXECUTION VERSION REGISTRATION RIGHTS AND LOCK-UP AGREEMENT THIS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this ?Agreement?), dated as of December 30, 2021, is made and entered into by and among Heliogen, Inc. (f/k/a Athena Technology Acquisition Corp.), a Delaware corporation (the ?Company?), and the parties listed on Schedule A hereto (each, a ?Holder? and collectively, the ?Holder

2021 Employee Stock Purchase Plan.

Exhibit 10.9 Heliogen, Inc. 2021 Employee Stock Purchase Plan Approved by the Stockholders: December 28, 2021 Ratified by the Board of Directors: December 30, 2021 1. General; Purpose. (a) The Plan provides a means by which Eligible Employees of the Company and certain Designated Companies may be given an opportunity to purchase shares of Common Stock. The Plan permits the Company to grant a serie

Letter from Marcum LLP.

Exhibit 16.1 January 6, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Heliogen, Inc. (formerly Athena Technology Acquisition Corp.) under Item 4.01 of its Form 8-K dated January 6, 2022. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other stat

Amendment to Registration Rights Agreement, dated March 16, 2021, by and among Athena Technology Acquisition Corp. and Athena Technology Sponsor LLC.

Exhibit 10.15 AMENDMENT TO REGISTRATION RIGHTS AGREEMENT This Amendment to that certain Registration Rights Agreement, dated March 16, 2021 (the ?Original Agreement?), by and among Athena Technology Acquisition Corp., a Delaware corporation (the ?Company?), Athena Technology Sponsor LLC, a Delaware limited liability company (the ?Sponsor?) and certain parties listed on the signature page of the Or

Form of RSU Grant Package under 2021 Equity Incentive Plan.

Exhibit 10.11 Standard RSU Grant Package Heliogen, Inc. RSU Award Grant Notice (2021 Equity Incentive Plan) Heliogen, Inc. (the ?Company?) has awarded to you (the ?Participant?) the number of restricted stock units specified and on the terms set forth below in consideration of your services (the ?RSU Award?). Your RSU Award is subject to all of the terms and conditions as set forth herein and in t

Second Amended and Restated Certificate of Incorporation of Heliogen, Inc.

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATHENA TECHNOLOGY ACQUISITION CORP. December 30, 2021 Athena Technology Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Athena Technology Acquisition Corp.? The original certificate of incorpo

List of Subsidiaries.

Exhibit 21.1 LIST OF SUBSIDIARIES Company Name Jurisdiction of Incorporation Heliogen Holdings, Inc. Delaware

Form of Stock Option Grant Package under 2021 Equity Incentive Plan.

Exhibit 10.10 Standard Stock Option Grant Package Heliogen, Inc. Stock Option Grant Notice (2021 Equity Incentive Plan) Heliogen, Inc. (the ?Company?), pursuant to the Company?s 2021 Equity Incentive Plan (the ?Plan?), has granted to you (?Optionholder?) an option to purchase the number of shares of the Common Stock set forth below (the ?Option?). Your Option is subject to all of the terms and con

Specimen Warrant Certificate of Heliogen, Inc.

Exhibit 4.2

Form of Indemnification Agreement of Heliogen, Inc.

Exhibit 10.6 Heliogen, Inc. INDEMNIFICATION AGREEMENT This Indemnification Agreement (this ?Agreement?) is dated as of , 2021 and is between Heliogen, Inc., a Delaware corporation (the ?Company?), and (?Indemnitee?). Recitals A. Indemnitee?s service to the Company substantially benefits the Company. B. Individuals are reluctant to serve as directors or officers of corporations or in certain other

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Completion of Acquisition or Disposition of Assets, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Change in Shell Company Status

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2022 (December 30, 2021) Heliogen, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or other jurisdiction of incorporation)

Amended and Restated Bylaws of Heliogen, Inc.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF Heliogen, inc. (A DELAWARE CORPORATION) December 30, 2021 Table of Contents Page ARTICLE I OFFICES 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II CORPORATE SEAL 1 Section 3. Corporate Seal 1 ARTICLE III STOCKHOLDERS? MEETINGS 1 Section 4. Place of Meetings 1 Section 5. Annual Meetings. 1 Section 6. Special Meetings 5 Section 7. Not

Offer Letter, dated January 13, 2021, by and between Heliogen, Inc. and Tom Doyle.

Exhibit 10.17 January 13, 2021 Tom Doyle [Address] Dear Tom: It gives me great pleasure to offer you employment as Head of Project Development for Heliogen, Inc. (the ?Company?). You will report to me, Bill Gross, Chief Executive Officer, Heliogen, Inc. As we discussed you will begin your employment on January 19, 2021 and the following terms and conditions will apply to your employment: 1. Salary

2021 Equity Incentive Plan.

Exhibit 10.8 Heliogen, Inc. 2021 Equity Incentive Plan Approved by the Stockholders: December 28, 2021 Ratified by the Board of Directors: December 30, 2021 1. General. (a) Plan Purpose. The Company, by means of the Plan, seeks to secure and retain the services of Employees, Directors and Consultants, to provide incentives for such persons to exert maximum efforts for the success of the Company an

Specimen Common Stock Certificate.

Exhibit 4.1

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on January 14, 2022, pursuant to the provisions of Rule 12d2-2 (a).

Heliogen, Inc. Announces Completion of Business Combination with Athena Technology Acquisition Corp. Results in approximately $188 million of gross cash proceeds to Heliogen Accelerates and advances Heliogen’s mission to empower a sustainable civiliz

Exhibit 99.1 Heliogen, Inc. Announces Completion of Business Combination with Athena Technology Acquisition Corp. Results in approximately $188 million of gross cash proceeds to Heliogen Accelerates and advances Heliogen?s mission to empower a sustainable civilization with low-cost solar energy that makes clean power more affordable than fossil fuels Heliogen?s shares to begin trading on the NYSE

Heliogen, Inc. Announces Completion of Business Combination with Athena Technology Acquisition Corp. Results in approximately $188 million of gross cash proceeds to Heliogen Accelerates and advances Heliogen’s mission to empower a sustainable civiliz

Exhibit 99.1 Heliogen, Inc. Announces Completion of Business Combination with Athena Technology Acquisition Corp. Results in approximately $188 million of gross cash proceeds to Heliogen Accelerates and advances Heliogen?s mission to empower a sustainable civilization with low-cost solar energy that makes clean power more affordable than fossil fuels Heliogen?s shares to begin trading on the NYSE

Athena Technology Acquisition Corp. Announces Stockholder Approval of Business Combination with Heliogen, Inc.

425 1 ea153143-425athenatech.htm FORM 425 Filed by Athena Technology Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended Commission File No.: 001-40209 Subject Company: Heliogen, Inc. In connection with the previously announced business combination between Athena Technology Acquisition Corp. (“Athena”) and Heliogen, Inc. (“Heliogen”), the following Press Release was

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 30, 2021 Heliogen, Inc.

425 1 ea153235-8k425heliogen.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 30, 2021 Heliogen, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or Other J

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 30, 2021 Heliogen, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or Other Jurisdiction of Incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 29, 2021 (December 28, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 29, 2021 (December 28, 2021) Athena Technology Acquisition Corp. (Exact name of Registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or Other Jurisdic

Athena Technology Acquisition Corp. Announces Stockholder Approval of Business Combination with Heliogen, Inc.

EX-99.1 2 ea153189ex99-1athena.htm PRESS RELEASE, DATED DECEMBER 28, 2021 Exhibit 99.1 Athena Technology Acquisition Corp. Announces Stockholder Approval of Business Combination with Heliogen, Inc. KENNESAW, GA & PASADENA, CA (December 28, 2021) – Athena Technology Acquisition Corp. (NYSE: ATHN) (“ATHN”), a publicly-traded special purpose acquisition company, today announced that its stockholders

Athena Technology Acquisition Corp. Announces Stockholder Approval of Business Combination with Heliogen, Inc.

EX-99.1 2 ea153189ex99-1athena.htm PRESS RELEASE, DATED DECEMBER 28, 2021 Exhibit 99.1 Athena Technology Acquisition Corp. Announces Stockholder Approval of Business Combination with Heliogen, Inc. KENNESAW, GA & PASADENA, CA (December 28, 2021) – Athena Technology Acquisition Corp. (NYSE: ATHN) (“ATHN”), a publicly-traded special purpose acquisition company, today announced that its stockholders

Regulation FD Disclosure, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 29, 2021 (December 28, 2021) Athena Technology Acquisition Corp. (Exact name of Registrant as specified in its charter) Delaware 001-40209 85-4204953 (State or Other Jurisdic

Heliogen, a Leading Provider of AI-enabled Concentrated Solar Energy, Announces Collaboration With CarbonCapture Inc. to Develop Facilities That Remove Carbon Dioxide Directly from the Atmosphere

425 1 ea152958-425athenatech.htm FORM 425 Filed by Athena Technology Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended Commission File No.: 001-40209 Subject Company: Heliogen, Inc. In connection with the previously announced business combination between Athena Technology Acquisition Corp. (“Athena”) and Heliogen, Inc. (“Heliogen”), the following Press Release was

Heliogen Finalizes $39 Million Award From the U.S. Department of Energy for Deployment of AI-Enabled Concentrated Solar Technology Integration with Supercritical Carbon Dioxide Power Cycle Expected to Drive Commercial Adoption of Breakthrough Carbon-

Filed by Athena Technology Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended Commission File No.: 001-40209 Subject Company: Heliogen, Inc. In connection with the previously announced business combination between Athena Technology Acquisition Corp. (?Athena?) and Heliogen, Inc. (?Heliogen?), the following Press Release was released on December 20, 2021. A copy of

Filed by Athena Technology Acquisition Corp.

Filed by Athena Technology Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended Commission File No.: 001-40209 Subject Company: Heliogen, Inc. In connection with the previously announced business combination between Athena Technology Acquisition Corp. (?Athena?) and Heliogen, Inc. (?Heliogen?), the following Fireside Chat was held Edge on December 17, 2021. A transcr

AI Meets Solar: Join Founder & CEO of Heliogen in Fireside Chat Dec 17 at 11AM ET

425 1 ea152480-425athenatech.htm FORM 425 Filed by Athena Technology Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended Commission File No.: 001-40209 Subject Company: Heliogen, Inc. In connection with the previously announced business combination between Athena Technology Acquisition Corp. (“Athena”) and Heliogen, Inc. (“Heliogen”), the following article was relea