Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
December 30 2021 - 4:47PM
Edgar (US Regulatory)
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)
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Delaware
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001-40209
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85-4204953
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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130 West Union Street
Pasadena,
California
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91103
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(Address of Principal Executive Offices)
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(Zip Code)
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(970) 924-0046
(Registrant’s telephone number, including
area code)
125 Townpark Drive, Suite 300
Kennesaw, GA 30144
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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☒
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange
on which registered
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Common Stock, par value $0.0001 per share
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HLGN
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The New York Stock Exchange
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Redeemable Warrants, exercisable for one share of Common Stock at an exercise price of $11.50
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HLGN.W
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The New York Stock Exchange
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Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 7.01. Regulation FD Disclosure.
On December 30, 2021, Athena Technology Acquisition
Corp., now known as Heliogen, Inc. (the “Company”) announced that it has consummated its previously announced business combination
with Heliogen, Inc., and has changed its name to Heliogen, Inc.
A copy of the press release issued by the Company announcing the consummation
of its business combination is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The
information in this Item 7.01 and in Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section,
and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended,
or the Exchange Act, regardless of any general incorporation language in such filings.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 30, 2021
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By:
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/s/ Christiana Obiaya
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Name:
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Christiana Obiaya
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Title:
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Chief Financial Officer
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2
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