Item
2.01 Completion of Acquisition of Disposition of Assets.
The
disclosure set forth in the “Introductory Note” above is incorporated by reference into this Item 2.01 of this Current
Report on Form 8-K.
As
of the Closing Date and following the completion of the Business Combination, the Company had the following outstanding securities:
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●
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183,367,037
shares of Common Stock; and
|
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●
|
8,566,666
warrants, each exercisable for one share of Common Stock at a price of $11.50 per share (the
“Warrants”).
|
FORM
10 INFORMATION
Item
2.01(f) of this Current Report on Form 8-K states that if the predecessor registrant was a shell company, as Athena was immediately before
the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general
form for registration of securities on Form 10. Accordingly, the Company, as the successor registrant to Athena, is providing the information
below that would be included in a Form 10 if it were to file a Form 10. Please note that the information provided below relates to the
combined company after the consummation of the Business Combination unless otherwise specifically indicated or the context otherwise
requires.
Forward-Looking
Statements
The
Company makes forward-looking statements in this Current Report on Form 8-K and in documents incorporated herein by reference. All statements,
other than statements of present or historical fact included in or incorporated by reference in this Current Report on Form 8-K, regarding
the Company’s future financial performance, as well as the Company’s strategy, future operations, financial position, estimated
revenues, and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this
Current Report on Form 8-K, the words “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,”
“predict,” “project,” “should,” “will,” “would” the negative of such terms
and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain
such identifying words. These forward-looking statements are based on management’s current expectations, assumptions, hopes, beliefs,
intentions and strategies regarding future events and are based on currently available information as to the outcome and timing of future
events. The Company cautions you that these forward-looking statements are subject to all of the risks and uncertainties, most of which
are difficult to predict and many of which are beyond the control of the Company, incident to its business.
These
forward-looking statements are based on information available as of the date of this Current Report on Form 8-K, and current expectations,
forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements in this Current Report
on Form 8-K and in any document incorporated herein by reference should not be relied upon as representing the Company’s views
as of any subsequent date, and the Company does not undertake any obligation to update forward-looking statements to reflect events or
circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required
under applicable securities laws.
As
a result of a number of known and unknown risks and uncertainties, the Company’s actual results or performance may be materially
different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ
include:
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●
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the
Company’s ability to recognize the anticipated benefits of the Business Combination,
which may be affected by, among other things, the ability of the Company to grow and manage
growth profitably, maintain relationships with customers, compete within its industry and
retain its key employees;
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●
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the
Company’s financial and business performance following the Business Combination, including
financial projections and business metrics;
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●
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changes
in the Company’s strategy, future operations, financial position, estimated revenues
and losses, projected costs, prospects and plans;
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●
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the
implementation, market acceptance and success of the Company’s business model and growth
strategy;
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●
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the
Company’s expectations and forecasts with respect to market opportunity and market
growth;
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●
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the
Company’s ability to attract and retain qualified employees and management;
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●
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the
Company’s ability to develop and maintain its brand and reputation;
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●
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developments
and projections relating to the Company’s competitors and industry;
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●
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the
impact of health epidemics, including the COVID-19 pandemic, on the Company’s business
and the actions the Company may take in response thereto;
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●
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the
Company’s expectations regarding its ability to obtain and maintain intellectual property
protection and not infringe on the rights of others;
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●
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expectations
regarding the time during which the Company will be an emerging growth company under the
Jumpstart Our Business Startups Act of 2012, as amended;
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●
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the
impact of future exchange and interest rates;
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●
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the
Company’s future capital requirements and sources and uses of cash;
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●
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the
Company’s ability to obtain funding for its operations and future growth; and
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●
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the
Company’s business, expansion plans and opportunities.
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Please
see the other risks and uncertainties set forth in the Proxy Statement/Prospectus in the section titled “Risk Factors”
beginning on page 53 of the Proxy Statement/Prospectus , which is incorporated herein by reference.
In
addition, statements that “Heliogen believes” or “Athena believes” and similar statements reflect Athena’s
or Heliogen’s beliefs and opinions on the relevant subject. These statements are based upon information available to Heliogen or
Athena, as the case may be, as of the date of the Proxy Statement/Prospectus, and while Heliogen or Athena, as the case may be, believes
such information forms a reasonable basis for such statements, such information may be limited or incomplete, and such statements should
not be read to indicate that such party has conducted an exhaustive inquiry into, or review of, all potentially available relevant information.
These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
Business
and Properties
The
business and properties of Athena and Legacy Heliogen prior to the Business Combination are described in the Proxy Statement/Prospectus
in the sections titled “Information About the Company Prior to the Business Combination” and “Information About New Heliogen” beginning on pages 204 and 229, respectively, of the Proxy Statement/Prospectus, and such descriptions
are incorporated herein by reference.
Risk
Factors
The
risks associated with the Company’s business are described in the Proxy Statement/Prospectus in the section titled “Risk Factors” beginning on page 53 of the Proxy Statement/Prospectus and are incorporated herein by reference.
Financial
Information
Selected
Consolidated Historical Financial Information
The
selected historical consolidated and financial information and other data as of and for the years ended December 31, 2020 and 2019 and
as of and for the nine months ended September 30, 2021 and 2020 and for Legacy Heliogen is included in the section entitled “Selected Consolidated Historical Financial Information of Heliogen” beginning on page 47 of the Proxy Statement/Prospectus and
are incorporated herein by reference.
Financial
Statements
The unaudited condensed financial statements as of September 30, 2021 and for the three and nine months ended September 30, 2021 and 2020 of Legacy Heliogen and are included in the Proxy Statement/Prospectus beginning on page F-59 of the Proxy Statement/Prospectus,
which are incorporated herein by reference.
The audited financial statements of Legacy Heliogen as of and for the years ended December 31, 2020 and 2019 and the related notes included in the Proxy Statement/Prospectus
beginning on page F-36 of the Proxy Statement/Prospectus, which are incorporated herein by reference.
Unaudited
Pro Forma Condensed Combined Financial Statements
The
unaudited pro forma condensed combined financial statements of Athena and Legacy Heliogen as of and for the nine months ended September
30, 2021 and the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 and the related
notes are set forth in Exhibit 99.1 hereto and are incorporated herein by reference.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The
Management’s Discussion and Analysis of Financial Condition and Results of Operations of Legacy Heliogen for the nine months ended
September 30, 2021 and 2020 and as of and for the years ended December 31, 2020 and 2019
is in the Proxy Statement/Prospectus beginning on page 237 of the Proxy Statement/Prospectus, which are incorporated herein by
reference.
Directors
and Executive Officers
The
Company’s directors and executive officers after the Closing Date are as follows, with each person’s biography and familial
relationship, if any, described below or in the Proxy Statement/Prospectus in the section titled “Management After the Business Combination” beginning on page 247 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
Name
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|
Age*
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Position
|
Executive Officers
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|
|
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Bill Gross
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63
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Chief Executive Officer, Director
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Christie Obiaya
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38
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Chief Financial Officer
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Steve Schell
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42
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Chief Technology Officer and Chief Engineer
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Tom Doyle
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59
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Chief Commercial Officer
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Non-Employee Directors
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Phyllis W. Newhouse
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58
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Director
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Stacey Abrams
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47
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|
Director
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Paddy Padmanathan
|
|
63
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|
Director
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Julie M. Kane
|
|
63
|
|
Director
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Robert Kavner
|
|
78
|
|
Director
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David Crane
|
|
62
|
|
Director
|
|
*
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As
of December 30, 2021.
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Tom Doyle. Tom Doyle has been Chief Commercial
Officer at Heliogen, Inc. since October 2021. Previously, Mr. Doyle was Heliogen’s Co-Head of Project Development from January
2021 to October 2021. Prior to joining Heliogen, Mr. Doyle served as an Executive Advisor to Morgan Stanley Energy Partners (“MSEP”)
from January 2020 to January 2021 and as Chief Executive Officer of Reterro, Inc. from June 2016 to December 2019. Mr. Doyle also
held roles as CEO of NRG Renew from October 2009 through January 2016 and EVP of Commercial Execution at Brightsource Energy. Mr.
Doyle also serves on the board of directors of one of MSEP’s portfolio companies. Mr. Doyle holds an MBA and a B.S. in Mechanical
Engineering from the University of Arizona.
Executive
Compensation
Information
with respect to the compensation of the Company’s executive officers is described below or in the Proxy Statement/Prospectus in
the section titled “Executive Compensation Discussion and Analysis” beginning on page 222 of the Proxy Statement/Prospectus ,
which is incorporated herein by reference.
Agreements
with Named Executive Officers
Mr.
Doyle entered into an offer letter agreement with Heliogen on January 13, 2021. Pursuant to the terms of his offer letter agreement,
Mr. Doyle’s current annual base salary is $275,000. Upon completion of the Business Combination, Mr. Doyle’s annual base
salary will be increased to $400,000, and his target annual bonus will be 50% of his annual base salary. Mr. Doyle’s offer
letter agreement also provides for an initial equity grant of an option covering 500,000 shares of Legacy Heliogen common stock,
which vests with respect to 25% of the shares subject to the option on January 19, 2022 and with respect to 1/48 of the shares
subject to the option each month thereafter, subject to his continued service through each vesting date. Mr. Doyle is not
eligible for severance protection under the terms of his offer letter agreement, but the agreement provides that 50% of any unvested
shares subject to his initial option grant will accelerate and become immediately vested if, within six months after a change of
control, Mr. Doyle is terminated by Heliogen other than for “cause” or by Mr. Doyle for “good reason” (each,
as defined in his offer letter agreement). Mr. Doyle also is eligible to participate in the employee benefit plans generally
available to our employees and maintained by Heliogen.
On
November 10, 2021, Heliogen’s board of directors granted Mr. Doyle restricted stock units under the 2013 Stock Incentive Plan covering
250,000 shares of Common Stock, which will be adjusted to reflect the Business Combination. The restricted stock units subject to this
grant will vest on the first date upon which both the “service-based requirement” and the “liquidity event requirement”
are satisfied. The service-based requirement provides that the restricted stock units will vest as to 6.25% on each quarterly vesting
date following satisfaction of the liquidity event requirement, subject to Mr. Doyle’s continued service to us through such quarterly
vesting dates. The liquidity event requirement will be satisfied upon the completion of the Business Combination. In the event Mr. Doyle
is terminated without “cause” or resigns for “good reason” (each, as defined in his restricted stock unit award
agreement) within 12 months following a “change in control” (as defined in the 2013 Stock Incentive Plan), his restricted
stock units will accelerate and vest in full.
Director
Compensation
Information
with respect to the compensation of the Company’s directors is described in the Proxy Statement/Prospectus in the sections titled
“Executive Compensation Discussion and Analysis—Director Compensation” on page 227 of the Proxy Statement/Prospectus ,
which is incorporated herein by reference.
Security
Ownership of Certain Beneficial Owners and Management
The
following table sets forth information regarding the beneficial ownership of shares of Common Stock as of the Closing Date, after giving
effect to the Closing, by:
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each
person known by the Company to be the beneficial owner of more than 5% of Common Stock upon
the Closing of the Business Combination;
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●
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each
of the Company’s executive officers and directors; and
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●
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all
of the Company’s executive officers and directors as a group upon the Closing.
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Beneficial
ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security
if he, she or it possesses sole or shared voting or investment power over that security, including options and restricted stock units
that are currently exercisable or vested or that will become exercisable or vest within 60 days. This table is based upon information
supplied by officers, directors and principal stockholders and Schedules 13G or 13D filed with the SEC. Unless otherwise indicated in
the footnotes to this table and subject to community property laws where applicable, the Company believes that all persons named in the
table have sole voting and investment power with respect to all shares of Common Stock beneficially owned by them. The beneficial ownership
percentages set forth in the table below are based on the sum of 183,367,037 shares of Common Stock issued and outstanding as of the
Closing Date and 7,170,160 shares of Common Stock representing options and restricted stock units that are currently exercisable
or vested or that will become exercisable or vest within 60 days and, other than as noted below, do not take into account the issuance
of any shares of Common Stock upon the exercise of the Warrants. Unless otherwise noted in the
footnotes to the following table, and subject to applicable community property laws, the persons and entities named in the table have
sole voting and investment power with respect to their beneficially owned Common Stock.
Name and Address of Beneficial Owner(1)
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|
Number of Shares
|
|
|
Percentage of Common Stock Outstanding
|
|
5% or Greater Stockholders:
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|
|
|
|
|
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Nant Capital, LLC (2)
|
|
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24,646,323
|
|
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12.9
|
%
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NeoTribe
Ventures I, L.P. (3) for itself and as nominee for NeoTribe Associates I, L.P.
|
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24,417,330
|
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12.8
|
%
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Prime Movers Lab Fund I LP (4)
|
|
|
19,930,277
|
|
|
|
10.5
|
%
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Idealab Holdings, LLC (5)
|
|
|
15,341,231
|
|
|
|
8.1
|
%
|
Named Executive Officers and Directors:
|
|
|
|
|
|
|
|
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Bill Gross (6)
|
|
|
7,253,883
|
|
|
|
3.8
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%
|
Phyllis W. Newhouse (7)
|
|
|
4,298,472
|
|
|
|
2.3
|
%
|
Christie Obiaya
|
|
|
—
|
|
|
|
—
|
|
Steve Schell (8)
|
|
|
1,233,134
|
|
|
|
*
|
|
Tom Doyle (9)
|
|
|
272,631
|
|
|
|
*
|
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Stacey Abrams
|
|
|
—
|
|
|
|
—
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|
Paddy Padmanathan
|
|
|
—
|
|
|
|
—
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Julie M. Kane
|
|
|
—
|
|
|
|
—
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|
Robert Kavner
|
|
|
—
|
|
|
|
—
|
|
David Crane
|
|
|
—
|
|
|
|
—
|
|
All current directors and executive officers as a group (10 persons)
|
|
|
13,058,120
|
|
|
|
6.9
|
%
|
|
(1)
|
Unless
otherwise indicated, the business address of each of the directors and executive officers of the Company is c/o Heliogen, Inc., 130 W.
Union St, Pasadena, California 91103.
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(2)
|
The
shares are held by Nant Capital LLC (“Nant Capital”). California Capital Equity, LLC (“CalCap”) directly owns
all of the equity interests of Nant Capital, LLC and CalCap may be deemed to have beneficial ownership of the shares held by Nant Capital.
Dr. Patrick Soon-Shiong directly owns all of the equity interests of CalCap and has voting and dispositive power over the shares held
by CalCap. The address of the principal business office of Nant Capital, LLC is 9922 Jefferson Blvd, Culver City, CA, 90232.
|
|
(3)
|
Krishna
Swaroop Kolluri is the general partner of NeoTribe Ventures I, L.P. for itself and as nominee for NeoTribe Associates I, L.P. and may
be deemed to have beneficial ownership of the shares held by NeoTribe Ventures I, L.P. for itself and as nominee for NeoTribe Associates
I, L.P. The address for each of the entities and individuals listed in this footnote is 2744 Sand Hill Road, Suite 150, Menlo Park CA
94025.
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|
(4)
|
Dakin
Sloss is the managing member of Prime Movers Lab GP I LLC, which is the general partner of Prime Movers Lab Fund 1 LP and may be deemed
to have beneficial ownership of the shares held by Prime Movers Lab Fund 1 LP. The address for each of the entities and individuals listed
in this footnote is PO Box 12829, Jackson, WY 83002.
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|
(5)
|
Idealab
Holdings, LLC is a wholly-owned subsidiary of Idealab, a California corporation. Idealab
is managed by a board of directors consisting of Bill Gross, Marcia Goodstein, Renee LaBran
and Bob Kavner, and no single person has voting or dispositive authority over the securities
reported herein. As such, each of the foregoing entities and individuals may be deemed to
share beneficial ownership of the securities reported herein. Each of them disclaims any
such beneficial ownership. The address for each of the entities and individuals listed in
this footnote is 130 West Union Street, Pasadena, CA 91103.
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|
(6)
|
Represents
1,589,488 shares of common stock, 4,815,969 shares issuable for vested and exercisable options,
and 848,426 shares issuable upon vesting within 60 days.
|
|
(7)
|
Athena Technology Sponsor LLC (“Sponsor”), is the record
holder of the shares reported herein. The business address is 125 Townpark Drive, Suite 300, Kennesaw, GA 30144. Isabelle Freidheim and
Phyllis W. Newhouse are the managing members of the Sponsor and have voting and investment discretion with respect to the shares held
of record by Sponsor. By virtue of these relationships, Isabelle Freidheim and Phyllis W. Newhouse may be deemed to have beneficial ownership
of the securities held of record by Sponsor. The interests shown consist of (i) 3,708,656 shares of Common Stock following the automatic
conversion of Athena’s Class B Common Stock on a one-for-one basis at the closing of the Business Combination and after giving effect
to the waiver of the anti-dilution rights of Athena’s Class B Common Stock under Athena’s Charter pursuant to the A&R
Sponsor Agreement, (ii) 246,483 shares of Common Stock issued in consideration of the Sponsor’s waiver of its anti-dilution rights
under Athena’s Charter pursuant to the A&R Sponsor Agreement and (iii) 338,333 shares of Common Stock originally sold as private
placement units simultaneously with the close of Athena’s initial public offering, and exclude 233,333 shares of Common Stock issuable
upon exercise of the redeemable warrants included in the private placement units, which are exercisable on the later of the date that
is (i) 30 days after the completion of the Business Combination, and (ii) twelve (12) months from the date of the closing of the IPO (or
March 16, 2022).
|
|
(8)
|
Represents
1,119,889 shares issuable for vested and exercisable options, and 113,245 shares issuable
upon vesting within 60 days.
|
|
(9)
|
Represents
272,631 shares issuable upon vesting within 60 days.
|
Certain
Relationships and Related Business Combination
Certain
relationships and related party transactions are described in the Proxy Statement/Prospectus in the section titled “Certain Relationships and Related Transactions” beginning on page 270 of the Proxy Statement/Prospectus and such descriptions
are incorporated herein by reference.
Legal
Proceedings
There
is no material litigation, arbitration or governmental proceeding currently pending against the Company or any members of its management
team.
Market
Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
Market
Information and Holders
Athena’s common stock, units and warrants
were historically quoted on The New York Stock Exchange under the symbols “ATHN,” “ATHN.U” and “ATHN.WS,”
respectively. The Common Stock and Warrants began trading on The New York Stock Exchange under the new trading symbols “HLGN”
and “HLGN.WS,” respectively, on December 31, 2021.
In connection with the Closing, each Athena unit
was separated into its components, which consisted of one share of common stock and one warrant, and such units no longer exist. As of
the Closing Date and following the completion of the Business Combination, the Company had 183,367,037 shares of the Common Stock issued
and outstanding held of record by approximately 3,100 holders and 8,566,666 Warrants outstanding held of record by 546 holders.
Dividends
The
Company has not paid dividends on its Common Stock to date and does not intend to pay cash dividends. The payment of cash dividends in
the future will be dependent upon revenues and earnings, if any, capital requirements and general financial condition. The payment of
any dividends will be within the discretion of the Company’s board of directors. It is the present intention of the Company’s
board of directors to retain all earnings, if any, for use in the Company’s business operations and, accordingly, the board of
directors does not anticipate declaring any dividends in the foreseeable future.
Recent
Sales of Unregistered Securities
Reference
is made to the disclosure set forth below under Item 3.02 of this Current Report on Form 8-K concerning the issuance and sale by the
Company of certain unregistered securities, which is incorporated herein by reference.
Description
of Registrant’s Securities
Common
Stock
A
description of the Common Stock is included in the Proxy Statement/Prospectus in the section titled “Description of Securities—Common Stock” beginning on page 255 of the Proxy Statement/Prospectus , which is incorporated herein by reference.
Preferred
Stock
A
description of the Preferred Stock is included in the Proxy Statement/Prospectus in the section titled “Description of Securities—Preferred Stock” beginning on page 255 of the Proxy Statement/Prospectus , which is incorporated herein by reference.
Warrants
A
description of the Warrants is included in the Proxy Statement/Prospectus in the section titled “Description of Securities—Warrants”
beginning on page 256 of the Proxy Statement/Prospectus , which is incorporated herein by reference.
Indemnification
of Directors and Officers
In
connection with the Business Combination, the Company entered into indemnification agreements with each of its directors and executive
officers. These indemnification agreements provide such directors and executive officers with contractual rights to indemnification and
expense advancement.
The
foregoing summary is qualified in its entirety by reference to the text of the form of Indemnification Agreement, a copy of which is
attached hereto as Exhibit 10.6 and incorporated herein by reference.
Financial
Statements and Supplementary Data
Reference
is made to the disclosure set forth under Item 9.01 of this Current Report on Form 8-K concerning the Company’s consolidated financial
statements and supplementary data.
Changes
in and Disagreements with Accountants on Accounting and Financial Disclosure
Reference
is made to the disclosure set forth under Item 4.01 of this Current Report on Form 8-K concerning the changes in certifying accountant.