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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Athena Technology Acquisition Corp | NYSE:ATHN | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 9.59 | 0 | 01:00:00 |
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)
|
|
☐
|
Rule 13d-1(b)
|
|
☐
|
Rule 13d-1(c)
|
|
☒
|
Rule 13d-1(d)
|
CUSIP NO.
|
42329E105
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
|
||
Prime Movers Lab Fund I LP
|
|
||
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||
(a) ☒ | |||
(b) ☐ | |||
3
|
SEC USE ONLY
|
|
|
|
|
||
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
||
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
0
|
|
||
|
|||
6
|
SHARED VOTING POWER
|
|
|
19,930,277
|
|
||
7
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
||
|
|||
8
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
||
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
19,930,277
|
|
||
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
||
|
|||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
10.9%1
|
|
||
|
|||
12
|
TYPE OF REPORTING PERSON*
|
|
|
PN
|
|
||
|
CUSIP NO.
|
42329E105
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
|
||
Prime Movers Lab GP I LLC
|
|
||
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||
(a) ☒ | |||
(b) ☐ | |||
3
|
SEC USE ONLY
|
|
|
|
|
||
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
||
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
0
|
|
||
|
|||
6
|
SHARED VOTING POWER
|
|
|
19,930,277
|
|
||
7
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
||
|
|||
8
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
||
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
19,930,2772
|
|
||
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
||
|
|||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
10.9%
|
|
||
|
|||
12
|
TYPE OF REPORTING PERSON*
|
|
|
PN
|
|
||
|
CUSIP NO.
|
42329E105
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
|
||
|
|||
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||
(a) ☒ | |||
(b) ☐ | |||
3
|
SEC USE ONLY
|
|
|
|
|
||
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
||
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
0
|
|
||
|
|||
6
|
SHARED VOTING POWER
|
|
|
6,668,457
|
|
||
7
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
||
|
|||
8
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
||
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
6,668,457
|
|
||
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
||
|
|||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
3.6%
|
|
||
|
|||
12
|
TYPE OF REPORTING PERSON*
|
|
|
PN
|
|
||
|
CUSIP NO.
|
42329E105
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
|
||
Prime Movers Lab GP II LLC
|
|
||
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||
(a) ☒ | |||
(b) ☐ | |||
3
|
SEC USE ONLY
|
|
|
|
|
||
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
||
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
0
|
|
||
|
|||
6
|
SHARED VOTING POWER
|
|
|
6,668,457
|
|
||
7
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
||
|
|||
8
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
||
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
6,668,4573
|
|
||
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
||
|
|||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
3.6%
|
|
||
|
|||
12
|
TYPE OF REPORTING PERSON*
|
|
|
PN
|
|
||
|
CUSIP NO.
|
42329E105
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
|
||
Dakin Sloss
|
|
||
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||
(a) ☒ | |||
(b) ☐ | |||
3
|
SEC USE ONLY
|
|
|
|
|
||
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
United States
|
|
||
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
0
|
|
||
|
|||
6
|
SHARED VOTING POWER
|
|
|
26,598,734
|
|
||
7
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
||
|
|||
8
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
||
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
26,598,7344
|
|
||
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
||
|
|||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
14.5%4
|
|
||
|
|||
12
|
TYPE OF REPORTING PERSON*
|
|
|
IN
|
|
||
|
Item 1(a)
|
Name of Issuer:
|
|
|
|
The name of the issuer is Heliogen, Inc. (“Heliogen”).
|
|
|
Item 1(b)
|
Address of Issuer's Principal Executive Offices:
|
|
|
|
Heliogen's principal executive office is located at 130 W Union St., Pasadena, CA 91103
|
|
|
Item 2(a)
|
Name of Person Filing:
|
|
|
|
This Schedule 13G is being jointly filed on behalf of the following persons (collectively, the “Reporting Persons”):
1. Prime Movers Lab Fund I LP (“PML”); 2. Prime Movers Lab GP I LLC (“PML GP I”);
3. Heliogen PML SPV 1 LP (“Heliogen PML”);
4. Prime Movers Lab GP II LLC (“PML GP II”); and
5. Dakin Sloss
|
|
|
Item 2(b)
|
Address of Principal Business Office or, if none, Residence:
|
|
|
|
The principal business address of the Reporting Persons is P.O. Box 12829, Jackson, WY, 83002.
|
|
|
Item 2(c)
|
Citizenship: |
PML is a Delaware limited partnership, PML GP I is a Delaware limited liability company, Heliogen PML is a Delaware limited partnership, and PML GP II is a Delaware limited liability company. Dakin Sloss is a United States citizen. | |
|
|
Item 2(d)
|
Title of Class of Securities:
|
|
|
|
Common Stock, par value $0.0001 per share
|
|
|
Item 2(e)
|
CUSIP No.:
|
|
|
|
42329E105
|
|
|
Item 3
|
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a:
|
|
|
|
Not applicable.
|
|
|
Item 4
|
Ownership:
|
1.
|
Prime Movers Lab Fund I LP
|
||||||
|
(a)
|
Amount beneficially owned: 19,930,277
|
|||||
|
|||||||
|
(b)
|
Percent of class: 10.9%
|
|||||
|
|||||||
|
(c)
|
Number of shares as to which such person has:
|
|||||
|
|||||||
|
(i)
|
Sole power to vote or direct the vote: 0
|
|||||
|
|
||||||
|
(ii)
|
Shared power to vote or direct the vote: 19,930,277
|
|||||
|
|
||||||
|
(iii)
|
Sole power to dispose or direct the disposition: 0
|
|||||
|
|
||||||
|
(iv)
|
Shared power to dispose or direct the disposition: 19,930,277
|
|||||
|
2.
|
Prime Movers Lab GP I LLC
|
||||||
|
(a)
|
Amount beneficially owned: 19,930,277
|
|||||
|
|||||||
|
(b)
|
Percent of class: 10.9%
|
|||||
|
|||||||
|
(c)
|
Number of shares as to which such person has:
|
|||||
|
|||||||
|
(i)
|
Sole power to vote or direct the vote: 0
|
|||||
|
|
||||||
|
(ii)
|
Shared power to vote or direct the vote: 19,930,277
|
|||||
|
|
||||||
|
(iii)
|
Sole power to dispose or direct the disposition: 0
|
|||||
|
|
||||||
|
(iv)
|
Shared power to dispose or direct the disposition: 19,930,277
|
3.
|
Heliogen PML SPV 1 LP
|
||||||
|
(a)
|
Amount beneficially owned: 6,668,457
|
|||||
|
|||||||
|
(b)
|
Percent of class: 3.6%
|
|||||
|
|||||||
|
(c)
|
Number of shares as to which such person has:
|
|||||
|
|||||||
|
(i)
|
Sole power to vote or direct the vote: 0
|
|||||
|
|
||||||
|
(ii)
|
Shared power to vote or direct the vote: 6,668,457
|
|||||
|
|
||||||
|
(iii)
|
Sole power to dispose or direct the disposition: 0
|
|||||
|
|
||||||
|
(iv)
|
Shared power to dispose or direct the disposition: 6,668,457
|
4.
|
Prime Movers Lab GP II LLC
|
||||||
|
(a)
|
Amount beneficially owned: 6,668,457
|
|||||
|
|||||||
|
(b)
|
Percent of class: 3.6%
|
|||||
|
|||||||
|
(c)
|
Number of shares as to which such person has:
|
|||||
|
|||||||
|
(i)
|
Sole power to vote or direct the vote: 0
|
|||||
|
|
||||||
|
(ii)
|
Shared power to vote or direct the vote: 6,668,457
|
|||||
|
|
||||||
|
(iii)
|
Sole power to dispose or direct the disposition: 0
|
|||||
|
|
||||||
|
(iv)
|
Shared power to dispose or direct the disposition: 6,668,457
|
5.
|
Dakin Sloss5
|
||||||
|
(a)
|
Amount beneficially owned: 26,598,734
|
|||||
|
|||||||
|
(b)
|
Percent of class: 14.5%
|
|||||
|
|||||||
|
(c)
|
Number of shares as to which such person has:
|
|||||
|
|||||||
|
(i)
|
Sole power to vote or direct the vote: 0
|
|||||
|
|
||||||
|
(ii)
|
Shared power to vote or direct the vote: 26,598,734
|
|||||
|
|
||||||
|
(iii)
|
Sole power to dispose or direct the disposition: 0
|
|||||
|
|
||||||
|
(iv)
|
Shared power to dispose or direct the disposition: 26,598,734
|
5 |
Dakin Sloss is the manager of PML GP I and PML GP II, and as a result may be deemed to have or share beneficial ownership of the shares held by PML.
|
Item 5
|
Ownership of Five Percent or Less of a Class:
|
|
|
|
If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following ☐.
|
|
|
Item 6
|
Ownership of More Than Five Percent on Behalf of Another Person:
|
|
|
|
Not applicable.
|
|
|
Item 7
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
|
|
|
|
Not applicable.
|
|
|
Item 8
|
Identification and Classification of Members of the Group:
|
|
|
|
Not applicable.
|
|
|
Item 9
|
Notice of Dissolution of Group:
|
|
|
|
Not applicable.
|
|
|
Item 10
|
Certification:
|
|
|
Not applicable. | |
|
|
PRIME MOVERS LAB FUND I LP
|
|
HELIOGEN PML SPV 1 LP
|
||
|
|
|
|
|
By:
|
Prime Movers Lab GP I LLC
|
|
By:
|
Prime Movers Growth GP II LLC
|
Its:
|
General Partner
|
|
Its:
|
General Partner
|
|
|
|
|
|
By:
|
/s/ Jon Layman
|
|
By:
|
/s/ Jon Layman
|
Name:
|
Jon Layman
|
|
Name:
|
Jon Layman
|
Title:
|
Authorized Person
|
|
Title:
|
Authorized Person
|
|
|
|
||
PRIME MOVERS LAB GP I LLC
|
|
DAKIN SLOSS
|
||
|
|
|
|
|
By:
|
/s/ Jon Layman
|
By:
|
/s/ Dakin Sloss
|
|
Name:
|
Jon Layman
|
|||
Title:
|
Authorized Person
|
|||
|
||||
PRIME MOVERS LAB GP II LLC
|
|
|||
|
|
|||
By:
|
/s/ Jon Layman
|
|||
Name:
|
Jon Layman
|
|||
Title:
|
Authorized Person
|
|||
|
Exhibit
|
|
Description of Exhibit
|
|
|
|
99.1 |
|
Joint Filing Agreement dated February 22, 2022
|
PRIME MOVERS LAB FUND I LP
|
|
HELIOGEN PML SPV 1 LP
|
||
|
|
|
|
|
By:
|
Prime Movers Lab GP I LLC
|
|
By:
|
Prime Movers Growth GP II LLC
|
Its:
|
General Partner
|
|
Its:
|
General Partner
|
|
|
|
|
|
By:
|
/s/ Jon Layman
|
|
By:
|
/s/ Jon Layman
|
Name:
|
Jon Layman
|
|
Name:
|
Jon Layman
|
Title:
|
Authorized Person
|
|
Title:
|
Authorized Person
|
|
|
|
||
PRIME MOVERS LAB GP I LLC
|
|
DAKIN SLOSS
|
||
|
|
|
|
|
By:
|
/s/ Jon Layman
|
By:
|
/s/ Dakin Sloss
|
|
Name:
|
Jon Layman
|
|||
Title:
|
Authorized Person
|
|||
|
||||
PRIME MOVERS LAB GP II LLC
|
|
|||
|
|
|||
By:
|
/s/ Jon Layman
|
|||
Name:
|
Jon Layman
|
|||
Title:
|
Authorized Person
|
|||
|
1 Year Athena Technology Acquis... Chart |
1 Month Athena Technology Acquis... Chart |
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