0001213900-22-000590.txt : 20220104 0001213900-22-000590.hdr.sgml : 20220104 20220104215926 ACCESSION NUMBER: 0001213900-22-000590 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211230 FILED AS OF DATE: 20220104 DATE AS OF CHANGE: 20220104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Athena Technology Sponsor LLC CENTRAL INDEX KEY: 0001840489 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40209 FILM NUMBER: 22509296 BUSINESS ADDRESS: STREET 1: 123 TOWNPARK DRIVE, SUITE 300 CITY: KENNESAW STATE: GA ZIP: 30144 BUSINESS PHONE: 9709240446 MAIL ADDRESS: STREET 1: 123 TOWNPARK DRIVE, SUITE 300 CITY: KENNESAW STATE: GA ZIP: 30144 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Newhouse Phyllis W. CENTRAL INDEX KEY: 0001847751 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40209 FILM NUMBER: 22509297 MAIL ADDRESS: STREET 1: 125 TOWNPARK DRIVE, SUITE 300 CITY: KENNESAW STATE: GA ZIP: 30144 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Heliogen, Inc. CENTRAL INDEX KEY: 0001840292 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 854204953 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 123 TOWNPARK DRIVE, SUITE 300 CITY: KENNESAW STATE: GA ZIP: 30144 BUSINESS PHONE: 9709240446 MAIL ADDRESS: STREET 1: 123 TOWNPARK DRIVE, SUITE 300 CITY: KENNESAW STATE: GA ZIP: 30144 FORMER COMPANY: FORMER CONFORMED NAME: Athena Technology Acquisition Corp. DATE OF NAME CHANGE: 20210112 4 1 ownership.xml X0306 4 2021-12-30 0 0001840292 Heliogen, Inc. HLGN 0001847751 Newhouse Phyllis W. 125 TOWNPARK DRIVE, SUITE 300 KENNESAW GA 30144 1 0 0 0 0001840489 Athena Technology Sponsor LLC 125 TOWNPARK DRIVE, SUITE 300 KENNESAW GA 30144 0 0 1 0 Common Stock 2021-12-30 4 J 0 361667 D 338333 D Common Stock 2021-12-30 4 C 0 8566667 A 8905000 D Common Stock 2021-12-30 4 P 0 510000 A 9415000 D Common Stock 2021-12-30 4 J 0 5121528 D 4293472 D Class B Common Stock 2021-12-30 4 C 0 8566667 0 D Common Stock 8566667 0 D Redeemable Warrants 11.50 2021-12-30 4 J 0 338333 A 2022-01-29 Common Stock 338333 338333 D On December 30, 2021, Athena Technology Acquisition Corp. ("Athena") consummated its business combination (the "Business Combination") with Heliogen, Inc. ("Heliogen"), with the combined company being renamed "Heliogen, Inc." (the "Issuer"). In connection with the Business combination, the Issuer amended and restated its amended and restated certificate of incorporation, whereby the Issuer's Class A common stock and Class B common stock were reclassified in to one class of common stock. In connection with the consummation of the Business Combination, 700,000 private placement units held by Athena Technology Sponsor LLC ("Sponsor"), which consisted of one share of Class A common stock and one-third of one redeemable warrant, separated into their constituent securities. In connection with the Business combination, the Sponsor liquidated and distributed the reported securities to its members. Consists of shares of common stock received by Phyllis W. Newhouse as a liquidating distribution from the Sponsor. Ms. Newhouse is the record holder of the reported securities. Ms. Newhouse is also a director of the Issuer. In connection with the consummation of the Business Combination, the shares of Class B common stock held by the Sponsor automatically converted into shares of Class A common stock on a one-for-one basis, which was reclassified into common stock (see footnote 1). The Sponsor was the record holder of the reported shares, which were distributed upon its liquidation in connection with the Business Combination. Ms. Newhouse and Isabelle Freidheim are each a managing member of the Sponsor and may be deemed to have or share the beneficial ownership of the securities that were held by the Sponsor. Ms. Newhouse is also a director of the Issuer. Ms. Freidheim resigned as a director of the Issuer upon consummation of the Business Combination. Ms. Newhouse disclaims beneficial ownership over any securities held by the Sponsor except to the extent of her pecuniary interest therein and over any securities held by Ms. Freidheim. Pursuant to that certain Sponsor Support Agreement, by and among Athena, the Sponsor and Heliogen, in connection with the Business Combination, 510,000 shares of common stock were issued to the Sponsor by the Issuer. The redeemable warrants expire five years after the completion of the Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. By: /s/ Phyllis W. Newhouse, as Managing Member of Athena Technology Sponsor LLC 2021-01-04 /s/ Phyllis W. Newhouse 2021-01-04