00018402922021FYFALSE0.332http://fasb.org/us-gaap/2021-01-31#AccruedLiabilitiesCurrenthttp://fasb.org/us-gaap/2021-01-31#AccruedLiabilitiesCurrent2510http://fasb.org/us-gaap/2021-01-31#AccruedLiabilitiesCurrenthttp://fasb.org/us-gaap/2021-01-31#AccruedLiabilitiesCurrent00018402922021-01-012021-12-310001840292us-gaap:CommonStockMember2021-01-012021-12-310001840292us-gaap:WarrantMember2021-01-012021-12-3100018402922021-06-30iso4217:USD00018402922022-03-25xbrli:shares00018402922021-12-3100018402922020-12-31iso4217:USDxbrli:shares0001840292us-gaap:RestrictedStockMember2021-12-3100018402922020-01-012020-12-310001840292srt:ScenarioPreviouslyReportedMember2019-12-310001840292hlg:SpecialStockMembersrt:ScenarioPreviouslyReportedMember2019-12-310001840292srt:ScenarioPreviouslyReportedMemberus-gaap:CommonStockMember2019-12-310001840292us-gaap:AdditionalPaidInCapitalMembersrt:ScenarioPreviouslyReportedMember2019-12-310001840292us-gaap:AccumulatedOtherComprehensiveIncomeMembersrt:ScenarioPreviouslyReportedMember2019-12-310001840292us-gaap:RetainedEarningsMembersrt:ScenarioPreviouslyReportedMember2019-12-310001840292srt:RestatementAdjustmentMember2019-12-310001840292srt:RestatementAdjustmentMemberhlg:SpecialStockMember2019-12-310001840292srt:RestatementAdjustmentMemberus-gaap:CommonStockMember2019-12-310001840292srt:RestatementAdjustmentMemberus-gaap:AdditionalPaidInCapitalMember2019-12-310001840292srt:RestatementAdjustmentMemberus-gaap:AccumulatedOtherComprehensiveIncomeMember2019-12-310001840292srt:RestatementAdjustmentMemberus-gaap:RetainedEarningsMember2019-12-3100018402922019-12-310001840292hlg:SpecialStockMember2019-12-310001840292us-gaap:CommonStockMember2019-12-310001840292us-gaap:AdditionalPaidInCapitalMember2019-12-310001840292us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-12-310001840292us-gaap:RetainedEarningsMember2019-12-310001840292us-gaap:RetainedEarningsMember2020-01-012020-12-310001840292hlg:SpecialStockMember2020-01-012020-12-310001840292us-gaap:CommonStockMember2020-01-012020-12-310001840292us-gaap:AdditionalPaidInCapitalMember2020-01-012020-12-310001840292hlg:SpecialStockMember2020-12-310001840292us-gaap:CommonStockMember2020-12-310001840292us-gaap:AdditionalPaidInCapitalMember2020-12-310001840292us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-310001840292us-gaap:RetainedEarningsMember2020-12-310001840292us-gaap:RetainedEarningsMember2021-01-012021-12-310001840292us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-01-012021-12-310001840292us-gaap:AdditionalPaidInCapitalMember2021-01-012021-12-310001840292us-gaap:CommonStockMember2021-01-012021-12-310001840292hlg:ConversionOfConvertiblePreferredStockMemberus-gaap:CommonStockMember2021-01-012021-12-310001840292hlg:ConversionOfConvertiblePreferredStockMemberus-gaap:AdditionalPaidInCapitalMember2021-01-012021-12-310001840292hlg:ConversionOfConvertiblePreferredStockMember2021-01-012021-12-310001840292hlg:ConversionOfStockWarrantsMemberus-gaap:CommonStockMember2021-01-012021-12-310001840292us-gaap:AdditionalPaidInCapitalMemberhlg:ConversionOfStockWarrantsMember2021-01-012021-12-310001840292hlg:ConversionOfStockWarrantsMember2021-01-012021-12-310001840292hlg:ConversionOfSAFEInstrumentsMemberus-gaap:CommonStockMember2021-01-012021-12-310001840292us-gaap:AdditionalPaidInCapitalMemberhlg:ConversionOfSAFEInstrumentsMember2021-01-012021-12-310001840292hlg:ConversionOfSAFEInstrumentsMember2021-01-012021-12-310001840292hlg:SpecialStockMember2021-12-310001840292us-gaap:CommonStockMember2021-12-310001840292us-gaap:AdditionalPaidInCapitalMember2021-12-310001840292us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-12-310001840292us-gaap:RetainedEarningsMember2021-12-3100018402922021-12-30xbrli:pure0001840292hlg:AthenaTechnologyAcquisitionCorpMember2021-12-300001840292us-gaap:CommonStockMember2021-12-302021-12-300001840292hlg:StockOptionsRSUAwardsAndRestrictedSharesMember2021-12-302021-12-3000018402922021-12-302021-12-3000018402922021-12-292021-12-290001840292hlg:HeliogenStockholdersMember2021-12-300001840292hlg:HeliogenStockholdersMemberhlg:HeliogenIncMember2021-12-300001840292hlg:AthenaPublicStockholdersMember2021-12-300001840292hlg:HeliogenIncMemberhlg:AthenaPublicStockholdersMember2021-12-300001840292hlg:SponsorShareholdersMemberhlg:AthenasFounderSharesAndPrivatePlacementUnitsMember2021-12-300001840292hlg:SponsorShareholdersMemberhlg:AthenasFounderSharesAndPrivatePlacementUnitsMemberhlg:HeliogenIncMember2021-12-300001840292hlg:SharesWithAntiDilutiveRightsWaivedMemberhlg:SponsorShareholdersMember2021-12-300001840292hlg:SharesWithAntiDilutiveRightsWaivedMemberhlg:SponsorShareholdersMemberhlg:HeliogenIncMember2021-12-300001840292hlg:PIPEInvestorsMember2021-12-300001840292hlg:HeliogenIncMemberhlg:PIPEInvestorsMember2021-12-300001840292hlg:HeliogenIncMember2021-12-300001840292us-gaap:EmployeeStockOptionMember2021-12-300001840292us-gaap:RestrictedStockUnitsRSUMember2021-12-300001840292us-gaap:RestrictedStockMember2021-12-300001840292hlg:PublicWarrantsMember2021-12-300001840292hlg:SponsorShareholdersMember2021-12-300001840292hlg:AthenaPublicStockholdersMember2021-12-302021-12-300001840292hlg:HeliogenStockholdersMember2021-12-302021-12-300001840292srt:RestatementAdjustmentMember2021-01-012021-03-310001840292srt:ScenarioPreviouslyReportedMember2021-06-300001840292srt:RevisionOfPriorPeriodErrorCorrectionAdjustmentMember2021-06-300001840292srt:ScenarioPreviouslyReportedMember2021-03-310001840292srt:RevisionOfPriorPeriodErrorCorrectionAdjustmentMember2021-03-3100018402922021-03-310001840292srt:ScenarioPreviouslyReportedMember2021-04-012021-06-300001840292srt:RevisionOfPriorPeriodErrorCorrectionAdjustmentMember2021-04-012021-06-3000018402922021-04-012021-06-300001840292srt:ScenarioPreviouslyReportedMember2021-01-012021-06-300001840292srt:RevisionOfPriorPeriodErrorCorrectionAdjustmentMember2021-01-012021-06-3000018402922021-01-012021-06-300001840292srt:ScenarioPreviouslyReportedMember2021-01-012021-03-310001840292srt:RevisionOfPriorPeriodErrorCorrectionAdjustmentMember2021-01-012021-03-3100018402922021-01-012021-03-31hlg:segmenthlg:reportingUnit0001840292us-gaap:LoansPayableMemberhlg:PaycheckProtectionProgramCARESActMember2020-12-310001840292us-gaap:LoansPayableMemberhlg:PaycheckProtectionProgramCARESActMember2021-03-112021-03-110001840292hlg:ProjectRevenueMember2021-01-012021-12-310001840292hlg:ProjectRevenueMember2020-01-012020-12-310001840292us-gaap:ServiceMember2021-01-012021-12-310001840292us-gaap:ServiceMember2020-01-012020-12-3100018402922022-01-012021-12-310001840292hlg:ConversionOfConvertiblePreferredStockMemberhlg:LegacyCapitalStockMember2021-12-292021-12-290001840292hlg:ConversionOfConvertiblePreferredStockMemberus-gaap:CommonClassAMember2021-12-292021-12-290001840292hlg:PublicWarrantsMember2021-01-012021-12-31utr:D0001840292hlg:PrivateWarrantsMember2021-01-012021-12-310001840292hlg:LegacyCapitalStockMemberhlg:ConversionOfStockWarrantsMember2021-12-302021-12-300001840292hlg:ConversionOfStockWarrantsMemberus-gaap:CommonStockMember2021-12-302021-12-300001840292hlg:WarrantSharesMemberus-gaap:SubsequentEventMember2022-03-310001840292hlg:WarrantSharesMemberus-gaap:SubsequentEventMember2022-03-312022-03-310001840292us-gaap:SecuritiesSubjectToMandatoryRedemptionMember2021-01-012021-06-300001840292hlg:LegacyCapitalStockMemberus-gaap:SecuritiesSubjectToMandatoryRedemptionMemberhlg:ConversionOfSAFEInstrumentsMember2021-12-302021-12-300001840292us-gaap:SecuritiesSubjectToMandatoryRedemptionMemberhlg:ConversionOfSAFEInstrumentsMemberus-gaap:CommonStockMember2021-12-302021-12-300001840292hlg:HelioHeatGmbHMember2021-08-310001840292hlg:PaymentsToAcquireBusinessPaymentToShareholdersMemberhlg:HelioHeatGmbHMember2021-08-012021-08-310001840292hlg:HelioHeatGmbHMemberhlg:PaymentsToAcquireBusinessDepositInEscrowAccountMember2021-08-012021-08-310001840292hlg:PaymentsToAcquireBusinessRepayOutstandingDebtMemberhlg:HelioHeatGmbHMember2021-08-012021-08-310001840292hlg:ContingentConsiderationPayableUponServiceConditionsMemberhlg:HelioHeatGmbHMember2021-08-310001840292hlg:ContingentConsiderationPayableUponServiceConditionsMemberhlg:HelioHeatGmbHMember2021-08-012021-08-310001840292hlg:ContingentConsiderationEarnOutProvisionsMemberhlg:HelioHeatGmbHMember2021-08-310001840292hlg:ContingentConsiderationEarnOutProvisionsMemberhlg:HelioHeatGmbHMember2021-08-012021-08-310001840292hlg:HelioHeatGmbHMember2021-08-012021-08-310001840292hlg:HelioHeatGmbHMember2021-12-310001840292hlg:HelioHeatGmbHMember2021-01-012021-12-310001840292us-gaap:LeaseholdImprovementsMembersrt:MinimumMember2021-01-012021-12-310001840292us-gaap:LeaseholdImprovementsMembersrt:MaximumMember2021-01-012021-12-310001840292us-gaap:LeaseholdImprovementsMember2021-12-310001840292us-gaap:LeaseholdImprovementsMember2020-12-310001840292us-gaap:ComputerEquipmentMembersrt:MinimumMember2021-01-012021-12-310001840292us-gaap:ComputerEquipmentMembersrt:MaximumMember2021-01-012021-12-310001840292us-gaap:ComputerEquipmentMember2021-12-310001840292us-gaap:ComputerEquipmentMember2020-12-310001840292hlg:MachineryVehiclesAndOtherEquipmentMembersrt:MinimumMember2021-01-012021-12-310001840292hlg:MachineryVehiclesAndOtherEquipmentMembersrt:MaximumMember2021-01-012021-12-310001840292hlg:MachineryVehiclesAndOtherEquipmentMember2021-12-310001840292hlg:MachineryVehiclesAndOtherEquipmentMember2020-12-310001840292srt:MinimumMemberus-gaap:FurnitureAndFixturesMember2021-01-012021-12-310001840292srt:MaximumMemberus-gaap:FurnitureAndFixturesMember2021-01-012021-12-310001840292us-gaap:FurnitureAndFixturesMember2021-12-310001840292us-gaap:FurnitureAndFixturesMember2020-12-310001840292us-gaap:ConstructionInProgressMember2021-12-310001840292us-gaap:ConstructionInProgressMember2020-12-310001840292us-gaap:StateAndLocalJurisdictionMember2021-01-012021-12-310001840292us-gaap:ForeignCountryMember2021-01-012021-12-310001840292us-gaap:DomesticCountryMember2021-01-012021-12-310001840292us-gaap:DomesticCountryMember2021-12-310001840292us-gaap:StateAndLocalJurisdictionMember2021-12-310001840292us-gaap:ForeignCountryMember2021-12-310001840292us-gaap:DomesticCountryMember2020-12-310001840292us-gaap:StateAndLocalJurisdictionMember2020-12-310001840292us-gaap:DomesticCountryMemberus-gaap:ResearchMember2021-12-310001840292us-gaap:StateAndLocalJurisdictionMemberus-gaap:ResearchMember2021-12-310001840292hlg:A2013StockIncentivePlanMember2021-12-310001840292us-gaap:EmployeeStockOptionMemberhlg:A2013StockIncentivePlanMember2021-01-012021-12-310001840292hlg:A2013StockIncentivePlanMemberhlg:IncentiveStockOptionsMember2021-01-012021-12-310001840292us-gaap:EmployeeStockOptionMemberhlg:A2013StockIncentivePlanMemberus-gaap:ShareBasedCompensationAwardTrancheOneMember2021-01-012021-12-310001840292us-gaap:ShareBasedCompensationAwardTrancheTwoMemberus-gaap:EmployeeStockOptionMemberhlg:A2013StockIncentivePlanMember2021-01-012021-12-310001840292hlg:A2021EquityIncentivePlanMember2021-12-310001840292hlg:A2021EquityIncentivePlanMember2021-12-282021-12-280001840292hlg:A2021EmployeeStockPurchasePlanMember2021-12-310001840292hlg:A2021EmployeeStockPurchasePlanMember2021-12-282021-12-280001840292us-gaap:SellingGeneralAndAdministrativeExpensesMember2021-01-012021-12-310001840292us-gaap:SellingGeneralAndAdministrativeExpensesMember2020-01-012020-12-310001840292us-gaap:ResearchAndDevelopmentExpenseMember2021-01-012021-12-310001840292us-gaap:ResearchAndDevelopmentExpenseMember2020-01-012020-12-310001840292us-gaap:EmployeeStockOptionMember2021-01-012021-12-310001840292us-gaap:EmployeeStockOptionMember2020-01-012020-12-3100018402922019-01-012019-12-310001840292us-gaap:RestrictedStockUnitsRSUMember2021-11-012021-11-300001840292us-gaap:RestrictedStockUnitsRSUMember2020-12-310001840292us-gaap:RestrictedStockUnitsRSUMember2021-01-012021-12-310001840292us-gaap:RestrictedStockUnitsRSUMember2021-12-310001840292us-gaap:EmployeeStockOptionMember2021-01-012021-12-310001840292us-gaap:EmployeeStockOptionMember2020-01-012020-12-310001840292us-gaap:RestrictedStockUnitsRSUMember2021-01-012021-12-310001840292us-gaap:RestrictedStockMember2021-01-012021-12-310001840292hlg:PublicWarrantsMemberus-gaap:WarrantMember2021-01-012021-12-310001840292us-gaap:WarrantMemberhlg:PreferredStockWarrantsMember2020-01-012020-12-310001840292us-gaap:ConvertiblePreferredStockMember2020-01-012020-12-310001840292srt:AffiliatedEntityMemberhlg:IdealabMember2021-05-310001840292srt:AffiliatedEntityMemberhlg:IdealabMember2021-05-012021-05-310001840292hlg:PropertyManagementAgreementMembersrt:AffiliatedEntityMemberhlg:IdealabMember2021-05-012021-05-310001840292srt:AffiliatedEntityMemberhlg:SharedFacilitiesStaffingAgreementMemberhlg:IdealabMember2021-05-012021-05-310001840292srt:AffiliatedEntityMemberhlg:IdealabMember2021-01-012021-12-310001840292hlg:RelatedPartyTransactionAdministrativeServicesMembersrt:AffiliatedEntityMemberhlg:IdealabMember2021-01-012021-12-310001840292hlg:RelatedPartyTransactionAdministrativeServicesMembersrt:AffiliatedEntityMemberhlg:IdealabMember2020-01-012020-12-310001840292srt:AffiliatedEntityMemberhlg:IdealabMemberhlg:RelatedPartyTransactionReimbursementForExpensesIncurredMember2021-01-012021-12-310001840292srt:AffiliatedEntityMemberhlg:IdealabMemberhlg:RelatedPartyTransactionReimbursementForExpensesIncurredMember2020-01-012020-12-310001840292srt:AffiliatedEntityMemberhlg:IdealabMember2020-01-012020-12-310001840292hlg:OfficeSpaceInPasadenaCaliforniaMember2021-05-230001840292hlg:ManufacturingSpaceInLongBeachCaliforniaMember2021-07-270001840292hlg:ManufacturingSpaceInLongBeachCaliforniaMemberus-gaap:DebtInstrumentRedemptionPeriodOneMemberus-gaap:StandbyLettersOfCreditMemberus-gaap:LineOfCreditMember2021-07-270001840292hlg:ManufacturingSpaceInLongBeachCaliforniaMemberus-gaap:DebtInstrumentRedemptionPeriodOneMemberus-gaap:StandbyLettersOfCreditMemberus-gaap:LineOfCreditMember2021-07-272021-07-270001840292hlg:ManufacturingSpaceInLongBeachCaliforniaMemberus-gaap:DebtInstrumentRedemptionPeriodTwoMemberus-gaap:StandbyLettersOfCreditMemberus-gaap:LineOfCreditMember2021-07-270001840292hlg:ManufacturingSpaceInLongBeachCaliforniaMemberus-gaap:StandbyLettersOfCreditMemberus-gaap:LineOfCreditMember2021-07-272021-07-270001840292hlg:FormerEmployeeLitigationCaseMember2021-08-012021-08-310001840292us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2021-12-310001840292us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2020-12-310001840292us-gaap:FairValueMeasurementsRecurringMemberhlg:PublicWarrantsMemberus-gaap:FairValueInputsLevel1Member2021-12-310001840292us-gaap:FairValueMeasurementsRecurringMemberhlg:PublicWarrantsMemberus-gaap:FairValueInputsLevel1Member2020-12-310001840292us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberhlg:PrivateWarrantsMember2021-12-310001840292us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberhlg:PrivateWarrantsMember2020-12-310001840292us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Memberhlg:PreferredStockWarrantsMember2021-12-310001840292us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Memberhlg:PreferredStockWarrantsMember2020-12-310001840292us-gaap:FairValueInputsLevel3Memberus-gaap:SecuritiesSubjectToMandatoryRedemptionMember2020-12-310001840292us-gaap:FairValueInputsLevel3Memberus-gaap:SecuritiesSubjectToMandatoryRedemptionMember2021-01-012021-12-310001840292us-gaap:FairValueInputsLevel3Memberus-gaap:SecuritiesSubjectToMandatoryRedemptionMember2021-12-310001840292us-gaap:FairValueInputsLevel3Memberus-gaap:WarrantMemberhlg:PreferredStockWarrantsMember2020-12-310001840292us-gaap:FairValueInputsLevel3Memberus-gaap:WarrantMemberhlg:PreferredStockWarrantsMember2021-01-012021-12-310001840292us-gaap:FairValueInputsLevel3Memberus-gaap:WarrantMemberhlg:PreferredStockWarrantsMember2021-12-310001840292hlg:ConversionOfStockWarrantsMemberhlg:PreferredStockWarrantsMemberus-gaap:CommonStockMember2021-12-302021-12-300001840292hlg:PublicWarrantsMember2021-12-310001840292us-gaap:MeasurementInputPriceVolatilityMemberus-gaap:ValuationTechniqueOptionPricingModelMember2021-12-300001840292us-gaap:ValuationTechniqueOptionPricingModelMemberus-gaap:MeasurementInputRiskFreeInterestRateMember2021-12-300001840292us-gaap:MeasurementInputExpectedDividendRateMemberus-gaap:ValuationTechniqueOptionPricingModelMember2021-12-300001840292us-gaap:CorporateBondSecuritiesMember2021-12-31

x			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Delaware			85-4204953
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
130 West Union Street, Pasadena California			91103
(Address of Principal Executive Offices)			(Zip Code)

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common stock, $0.0001 par value per share			HLGN			New York Stock Exchange
Warrants, each whole warrant exercisable for shares of Common stock at an exercise price of $11.50 per share			HLGN.W			New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes x No o

Large accelerated filer			o			Accelerated filer			o
Non-accelerated filer			x			Smaller reporting company			x
						Emerging growth company			x

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

			Page
Forward-Looking and Cautionary Statements			4
Summary Risk Factors			6
Part I
Item 1. Business			8
Item 1A. Risk Factors			17
Item 1B. Unresolved Staff Comments			34
Item 2. Properties			35
Item 3. Legal Proceedings			35
Item 4. Mine Safety Disclosures			35
Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			36
Item 6. [Reserved]			36
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations			36
Item 7A. Quantitative and Qualitative Disclosures About Market Risk			47
Item 8. Financial Statements and Supplementary Data			48
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures			81
Item 9A. Controls and Procedures			81
Item 9B. Other Information			82
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections			83
Part III
Item 10. Directors, Executive Officers and Corporate Governance			84
Item 11. Executive Compensation			91
Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters			96
Item 13. Certain Relationships and Related Transactions, and Director Independence			98
Item 14. Principal Accounting Fees and Services			101
Part IV
Item 15. Exhibits, Financial Statement Schedules			102
Signatures			105

•our ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, our ability to grow and manage growth profitably;

•our financial and business performance, including risk of uncertainty in our financial projections and business metrics and any underlying assumptions thereunder;

•changes in our business and strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans;

•our ability to execute our business model, including market acceptance of our planned products and services and achieving sufficient production volumes at acceptable quality levels and prices;

•changes in domestic and foreign business, market, financial, political, legal conditions and applicable laws and regulations;

•our ability to grow market share in our existing markets or new markets we may enter;

•our ability to achieve and maintain profitability in the future;

•our ability to access sources of capital to finance operations, growth and future capital requirements;

•our ability to maintain and enhance our products and brand, and to attract and retain customers;

•our ability to find new partners for product offerings;

•the success of strategic relationships with third parties;

•our ability to scale in a cost-effective manner;

•developments and projections relating to our competitors and industry;

•the impact of the COVID-19 pandemic, and Russia’s invasion of Ukraine on our business, including, but not limited to, supply chain disruptions;

•our expectations regarding our ability to obtain and maintain intellectual property protection and not infringe on the rights of others;

•expectations regarding the time during which we will be an emerging growth company under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), as amended;

•our ability to find and retain critical employee talent and key personnel;

•the possibility that we may be adversely impacted by other economic, business, and/or competitive factors;

•future exchange and interest rates;

•the outcome of any known and unknown litigation and regulatory proceedings; and

•other risks and uncertainties, including those disclosed under “Item 1A. Risk Factors” contained in Part I of this Annual Report on Form 10-K, and the risk factors and other cautionary statements contained in other filings that have been made or will be made with the Securities and Exchange Commission (“SEC”) by the Company.

Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. Should one or more of the risks or uncertainties described in this Annual Report on Form 10-K, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact the operations and projections discussed herein may be disclosed under “Item 1A. Risk Factors” contained in Part I of this Annual Report on Form 10-K and in our periodic filings with the SEC. Our SEC filings are available publicly on the SEC’s website at www.sec.gov.

•Our modular, AI-enabled, concentrated solar energy plants may not generate expected output levels.

•We may not be able to develop technologies and products to satisfy changes in customer demand or industry standards, and our competitors could develop products that decrease the demand for our products.

•If we fail to win new contracts and purchase orders, our business operations and financial results may be adversely affected.

•If we are not able to successfully manage our growth strategy, our business operations and financial results may be adversely affected.

•An increase in the prices of certain materials and commodities used in our business could adversely affect our business.

•We may be unable to complete or operate our projects on a profitable basis or as we have committed to our customers.

•The development of our modular, AI-enabled, concentrated solar energy will require significant capital, which our customers may finance through third parties, and such financing may not be available to our customers on favorable terms, if at all.

•We may require significant additional capital to pursue our growth strategy, but we may not be able to obtain additional financing on acceptable terms or at all.

•Project development or construction activities may not be successful, and we may make significant investments without first obtaining project financing, which could increase our costs and impair our ability to recover our investments.

•We have a history of operating losses and expect to incur significant additional expenses and operating losses.

•Our revenue, expenses, and operating results may fluctuate significantly.

•Failure of third parties to manufacture quality products or provide reliable services in a timely manner could cause delays in the delivery of our services and completion of our projects, which could damage our reputation, have a negative impact on our relationships with our customers and adversely affect our growth.

•Our business depends on experienced and skilled personnel and substantial specialty subcontractor resources, and if we lose key personnel or if we are unable to attract and integrate additional skilled personnel, it will be more difficult for us to manage our business and complete projects.

•We expect to operate in a highly competitive industry, and our current or future competitors may be able to compete more effectively than we do, which could have a material adverse effect on our business, revenues, growth rates and market share.

•International expansion is one of our growth strategies, and our potential expansion into international markets may expose our business and operations to additional risks that we do not or will not face in the United States, which could have an adverse effect on our operating results.

•An inability to protect our intellectual property could negatively affect our ability to compete, our business, and our results of operations.

•Certain of our facilities are or may be located in regions that may be affected by extreme weather conditions and natural disasters.

•Computer malware, viruses, ransomware, hacking, phishing attacks and other network disruptions could result in security and privacy breaches, loss of proprietary information and interruption in service, which would harm our business.

•We have identified material weaknesses in our internal control over financial reporting and any failure to maintain effective internal control over financial reporting, may have a material and adverse effect on our business, operating results, financial condition and prospects.

The three use categories will be configured as follows, forming the backbone of three business lines:

HelioHeat — The production of heat or steam for use in industrial processes will be enabled by the baseline system.

HelioPower — With the baseline system as the foundation, the addition of a turbine generator system will then enable power generation.

HelioFuel — Building on the power system described above, hydrogen fuel production will be enabled by further adding an electrolyzer system to the baseline system.

For the power and hydrogen systems, Heliogen is developing a supercritical CO2 Brayton cycle power block to enhance production efficiency. Using supercritical CO2 is predicted by the U.S. Department of Energy to have “significantly lower capital costs than equivalent steam-cycle components, due to their compact footprint stemming from the higher energy density of the supercritical fluid.”

For each of the three above solutions, we are offering multiple support models to customers looking to deploy Heliogen’s technology:

•Contracting with owner-operators to build turnkey facilities that deploy Heliogen’s technology (Heliogen will contract with engineering, procurement and construction (“EPC”) partners for constructing the facility);

•Selling heliostats (and associated software control systems) to owner-operators and/or EPC contractors;

•Providing asset maintenance support services during operation, for completed facilities that use Heliogen’s technology and;

•Providing project development support services to help customers advance readiness to break ground in advance of final investment decisions.

In the future, we will also be prepared to offer Heliogen’s IP through a licensing model to third parties interested in manufacturing and installing the hardware.

The most important raw materials required for our CSE systems are steel (sheet, tube, bar, extrusions), stainless steel (pipe), glass (float glass), copper (wiring), aluminum (die castings, extrusions), commodity electrical & electronics components, ceramics & ceramic fibers, thermal insulation materials, bauxite particles and/or silica sand and concrete. Our components are produced by suppliers both domestically and internationally where most raw materials are readily available and purchased by those independent contractors and suppliers in the country of manufacture. Many major equipment and systems components are procured on a single or sole-source basis, but where multiple sources exist, we work to qualify multiple suppliers to minimize supply chain risk. We also mitigate risk by maintaining safety stock for key parts and assemblies with lengthy procurement lead times. We use a variety of agreements with suppliers to protect our intellectual property and processes to monitor and mitigate risks of the supply base causing a business disruption. The risks monitored include supplier financial viability, the ability to increase or decrease production levels, business continuity, quality and delivery.

The key driver for renewable energy generation and storage will be increased reliance on intermittent renewable energy resources like solar PV and wind. As penetration of these renewable sources increases, the intermittency of these resources can put strain on the grid if the operator is unable to fully match supply with demand. This strain can lead to an inability to supply power when it is needed and increased costs to consumers.

Energy storage can help reduce this strain. However, beyond a threshold level of renewable penetration, current solutions to energy storage, such as batteries, are insufficient to ensure grid reliability. Research from the National Renewable Energy Laboratory, a national laboratory of the U.S. Department of Energy, suggests that this threshold may be

We have experienced, and expect to continue to experience, strong competition from a number of alternative providers of energy technology, particularly as the economy increasingly shifts towards low-emission, zero-emission or carbon neutral solutions.

The traditional energy technology provider market is highly competitive. The declining cost of renewable energy is also contributing to the shift in customer demand as customers seek carbon-free solutions to replace their fossil fuel-based consumption, causing the industry to evolve and expand. The main competitive factors include, but are not limited to:

•Upfront and ongoing cost;

•Safety and reliability;

•Duration;

•Performance and uptime;

•Operational flexibility;

•Asset life length and cyclability;

•Ease of integration;

•Operability in extreme weather conditions;

•Environmental sustainability;

•Historical track record; and

•Field-proven technology.

With the rising demand for clean energy solutions with lower GHG emissions, there has been a transition to renewable energy sources. This industry transformation has created an opportunity for an increased role for thermal energy and long-duration energy storage solutions like what Heliogen will provide. As a pioneer of solar energy technology solutions that are well-suited for long duration applications, we believe we have a significant edge over our competition in this rapidly evolving environment. Our competitors include traditional fossil-fueled alternatives; providers of solutions combining solar PV with battery storage; and other forms of renewable energy. Our competitors may have greater financial, marketing, personnel and other resources than we do. Although we are small and at an earlier stage of commercial maturity compared to many of our competitors, we believe we are well-positioned to compete successfully in the market — based on our innovative closed loop tracking system, our HelioHeat, HelioPower and HelioFuel solutions, our strategic partnerships, and our premier leadership team with a proven track record of success across the energy industry and other industries.

New technologies may enter the market that may have additional or superior advantages to our future offerings. A variety of newer and emerging companies have announced plans to develop heat, power, hydrogen, and energy storage products using a variety of technologies, including compressed air, thermal energy, and solid-state batteries among others. Although many of these companies are not in commercial production today, they may in the future offer solutions that become competitive with our expected offerings. We intend to continuously improve our product offerings and maintain robust research and development efforts in order to stay ahead of existing and emerging competitors.

As a result of factors described below, we believe that we are positioned to become a market leader in renewable energy technology.

We believe we have a first-mover advantage over other industry competitors as we have been committed since our founding in 2013 to the development of solar energy solutions that enable decarbonization of our economy. This is evidenced by our rich portfolio of intellectual property. We have demonstrated capability to concentrate sunlight to produce heat at temperatures ranging from 150 to 1,000 degrees centigrade, made possible by our first-of-a-kind ability to achieve high mirror adjustment accuracy. We have patented the most valuable parts of our technology at each stage of development. Beyond the patents, our journey as a company and the deep bench of experience across our leadership team has provided and continues to provide invaluable learnings and technical know-how that we believe will be difficult to rival. We continue to develop and maintain our knowledge base, which we believe provides us with a substantial strategic head start and competitive advantage against competition in the concentrated solar energy and energy storage spaces. We also continue to target incremental and transformational improvements across all aspects of our technology in order to reduce costs and improve performance.

At current renewables penetration across the U.S. energy market, most of the energy storage solutions on the market provide two to four-hour energy storage. Without efficient and scalable energy storage that can exceed such two to four-hour energy storage timeframes, renewable energy generation cannot meet continuous power demands of industrial customers and the grid. The peak demand curve is essentially the opposite of the solar peak curve, which leads to curtailment during the middle of the day. Heliogen expects to be able to generate, store, and provide renewable energy to match the existing demand curve. In addition, because of its superior storage solution, we believe Heliogen will be able to provide near constant energy throughout the day to produce hydrogen with an electrolyzer through low-cost energy storage. Heliogen’s technology is designed to store the energy generated from concentrating the sun’s rays into solid media — such as rocks, sand or ceramic material — in the form of heat. This type of storage is expected to be a lower cost form of storage compared to what other solar energy companies use, and it will be made possible by the high temperatures enabled by Heliogen’s technology. Heliogen will store that energy, and then when it is needed, use a heat exchanger to bring that energy either to an engine, an industrial facility, or to an electrolyzer to make green hydrogen.

Heliogen’s modular and scalable plant design accommodates growth to compete with large scale renewable projects. One of Heliogen’s 5 MW modules can be replicated to meet larger customer demands. Depending on location, we expect to design each 5 MW module to high-capacity factor renewable power, with a future target of achieving less than 5 cents per kW-hour power cost, which would have the ability to ultimately generate over 850,000 kilograms of hydrogen year. Each module will be designed to occupy approximately a 1/6th square mile footprint (650m x 650m), which is smaller (on a per MWh basis) than existing large scale renewable energy projects. The plant’s small footprint allows it to be sited alongside energy-hungry industrial facilities rather than in remote deserts.

This modular system is also designed to utilize mirrors (heliostats) smaller than traditional CSE mirrors, enabling our heliostats to be manufactured at scale in a repeatable process. By building modularly and shifting more assembly work

We believe our projected economics will be competitive with other prevalent sources of clean energy that include storage. For example, on a forward-looking basis, our future targets estimate a cost of less than 5 cents per MWh for power and less than $2.00 per kilogram of hydrogen, which is competitive with alternative sources. This analysis assumes subsidized economics with 60% debt at an 8% interest rate and 40% equity at a 12% cost over a 30-year projection period. Additionally, these projections are based on expected cost reductions associated with manufacturing production efficiencies, module-enabled economies of scale, and mechanical improvements such as elimination of an expensive slew-drive gearbox that is enabled by the closed-loop tracking system.

After our initial projects, we forecast international expansion, focusing on capital efficiency enabled by our proprietary applications and agile heliostat manufacturing approach. We are in various stages of negotiation and discussion with numerous companies in Australia, South America and elsewhere. We also intend to leverage our strategic and commercial relationships with international footprints to cross-sell to foreign markets.

We have built a world-class team composed of industry leaders with decades of experience from some of the most well-known and highly regarded companies in the energy, solar, technology, manufacturing, and construction industries. Our committed, entrepreneurial team has decades of industry leading technical, operational, development and commercial experience. Such honed experience combined with our founder’s solar energy expertise has positioned us to disrupt the current energy industry paradigms.

Our ability to protect our material intellectual property is important to our business. We rely upon a combination of foreign, federal, state, and common law protections afforded to owners of patents, copyrights, trade secrets, and trademarks, along with employee and third-party non-disclosure agreements and other contractual restrictions to establish and protect our intellectual property rights. In particular, unpatented trade secrets in the fields of research, development and engineering are an important aspect of our business by ensuring that our technology remains confidential. We also pursue patent protection when we believe we have developed a patentable invention and the benefits of obtaining a patent outweigh the risks of making the invention public through patent filings.

We operate in the heavily regulated energy sector, which is subject to a variety of federal, state and local regulations and agencies that impact our operations. As a participant in the renewable energy sector specifically, there are additional regulations, tax incentives and support mechanisms in place to promote growth.

Different public policy mechanisms have been used by governments to accelerate the adoption and use of solar power and energy storage. Examples of customer-focused financial mechanisms include capital cost rebates, performance-based incentives, feed-in tariffs, tax credits, and net energy metering. Some of these government mandates and economic incentives are scheduled to be reduced or to expire, or could be eliminated altogether, while others are scheduled to be extended or expanded. Capital cost rebates provide funds to customers based on the cost and size of a customer’s solar power or energy storage system. Performance-based incentives provide funding to a customer based on the energy produced by their solar power system or stored by their energy storage system. Feed-in tariffs pay customers for solar power system generation based on energy produced, at a rate generally guaranteed for a period of time. Tax credits reduce a customer’s taxes at the time the taxes are due. Net energy metering allows customers to deliver to the electric grid any excess electricity produced by their on-site solar power systems, and to be credited for that excess electricity at or near the full retail price of electricity. New market development mechanisms to encourage the use of renewable energy sources continue to emerge.

For more information about how we avail ourselves of the benefits of public policies and the risks related to public policies, please see the risk factors set forth under the caption “Item 1A. Risk Factors.”

We are subject to extensive environmental regulation, which has become more stringent over time. The laws and regulations to which we are subject govern, among others, vehicle emissions and the storage, handling, treatment, transportation and disposal of hazardous materials and the remediation of environmental contamination. Compliance with such laws and regulations at an international, regional, national, provincial and local level is an important aspect of our ability to continue our operations.

Environmental standards applicable to us are established by the laws and regulations of the countries in which we operate, standards adopted by regulatory agencies and the permits and licenses issued to us. Each of these sources is subject to periodic modifications and what we anticipate will be increasingly stringent requirements. Violations of these laws, regulations or permits and licenses may result in substantial administrative, civil or even criminal fines, penalties, and

We use, generate, and discharge toxic, volatile, or otherwise hazardous chemicals and wastes in our research and development, and construction activities. We are subject to a variety of U.S. federal and state laws and regulations related to the purchase, storage, use, and disposal of hazardous materials. We believe that we have all environmental permits necessary to conduct our business and expect to obtain all necessary environmental permits for future activities. We believe that we have properly handled our hazardous materials and wastes and have appropriately remediated any contamination at any of our premises. We are currently not subject to any litigation pertaining to environment regulations and cost of compliance with applicable regulations is expected to be commensurate with our historical spend and other companies in the industry.

In addition to our existing environmental compliance initiatives, we will also be engaging additional resources to focus on a broader Environmental, Social and Governance (“ESG”) program across our business. As part of our commitment to energy sustainability, our first step will be to complete an ESG assessment during 2022. This assessment will help the Company develop a baseline against which to prioritize its ESG strategies.

Finally, we are subject to federal, state, and local requirements on health, safety and employment. We are subject to the requirements of the Occupational Safety and Health Act, local wage regulations and rigorous health and safety regulations in the State of California.

We take pride in our innovative technology and consider our employees to be the foundation for our growth and continued success. More than 80% of our employees have extensive experience or backgrounds in engineering, energy, or manufacturing. More than half of our employees are involved in product development and manufacturing. As of December 31, 2021, we employed 150 full-time employees, based primarily in Southern California.

•We are improving the world. We will deliver affordable renewable energy, more economically than fossil fuels, benefitting the entire global community

•We are bold. We are bold, persistent and challenge the status quo in order to achieve technological breakthroughs and a profitable business

•We treat everyone respectfully. We are respectful, transparent, and collaborative. We maintain a safe environment for the well-being and inclusion of everyone

•We value diversity. We value and pursue diversity in all its forms, and welcome ideas and input from everyone.

•We welcome feedback. We are committed to feedback, continuous improvement, and learning, so everyone can contribute their best work with passion and enjoyment

Our website address is www.heliogen.com. We make available on our website, free of charge, our Annual Reports, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information regarding our filings at www.sec.gov. The information found on our website is not incorporated by reference into this Annual Report on Form 10-K or any other report we file with or furnish to the SEC.

•failure to receive critical components and equipment that meet our design specifications and can be delivered     on schedule,

•failure to obtain all necessary rights to land access and use,

•failure to receive quality and timely performance of third-party services,

•increases in the cost of labor, equipment and commodities needed to construct or maintain projects,

•permitting and other regulatory issues, license revocation and changes in legal requirements,

•shortages of equipment or skilled labor,

•unforeseen engineering problems,

•failure of a customer to accept or pay for the HelioHeat, HelioPower and HelioFuel solutions that we supply,

•weather interferences, catastrophic events including fires, explosions, earthquakes, droughts and acts of terrorism,

•accidents involving personal injury or the loss of life,

•health or similar issues, such as a pandemic or epidemic, such as the novel coronavirus (COVID-19),

•labor disputes and work stoppages,

•mishandling of hazardous substances and waste, and

•other events outside of our control.

•delays, increased costs, or other unanticipated changes in contract performance that may affect profitability, particularly with lumpsum contracts or contracts that have funding limits,

•spending patterns of our private and public sector clients,

•weather conditions

•budget constraints experienced by our federal, state, and local government clients,

•our ability to integrate any companies that we acquire,

•the number and significance of client contracts commenced and completed during a quarter,

•the continuing creditworthiness and solvency of clients,

•reductions in the prices of products or services offered by our competitors, and

•legislative and regulatory enforcement policy changes that may affect demand for our products or services.

•greater name recognition, longer operating histories and larger customer bases;

•larger sales and marketing budgets and resources;

•broader and deeper product lines;

•greater customer support resources;

•greater resources to make acquisitions;

•lower labor and research and development costs;

•substantially greater financial and other resources; and

•larger scale manufacturing operations.

•building and managing a highly experienced foreign workforce and overseeing and ensuring the performance of foreign subcontractors,

•difficulties in developing, staffing, and simultaneously managing a large number of varying foreign operations as a result of distance, language, and cultural differences,

•increased travel, infrastructure and legal and compliance costs associated with multiple international locations,

•additional withholding taxes or other taxes on our foreign income, and tariffs or other restrictions on foreign trade or investment,

•imposition of, or unexpected adverse changes in, foreign laws or regulatory requirements, many of which differ from those in the United States,

•increased exposure to foreign currency exchange rate risk,

•longer payment cycles for sales in some foreign countries and potential difficulties in enforcing contracts and collecting accounts receivable,

•difficulties in repatriating overseas earnings,

•compliance with numerous legislative, regulatory or market requirements of foreign countries,

•compliance with U.S. laws, such as the U.S. Foreign Corrupt Practices Act, or FCPA, and local laws prohibiting bribery and corrupt payments to government officials,

•laws and business practices that favor local competitors or prohibit foreign ownership of certain businesses,

•potentially adverse tax consequences,

•compliance with laws of foreign countries, international organizations, such as the European Commission, treaties, and other international laws,

•the inability to continue to benefit from local subsidies due to change in control,

•unfavorable labor regulations, and

•general economic conditions in the countries in which we operate.

•We added additional accounting resources, including a Chief Accounting Officer and head of SEC Reporting, who have the requisite background and knowledge in the application of GAAP and SEC rules and regulations.

•We engaged external experts to complement internal resources and to provide support related to more complex applications of GAAP, tax and internal controls. We will continue to utilize outside resources, as necessary, to supplement our internal team.

•We began the implementation of a new company-wide enterprise resource planning system. On October 1, 2021, we transitioned to our new enterprise resource planning system with improved information technology general controls, including segregated review and approval of journal entries. For 2022 and beyond, we have continued and will continue to implement incremental components of the enterprise resource planning system and other applications.

•We developed and improved recurring accounting processes providing more timely and detailed review of complex and routine areas.

•We formalized documentation of certain policies throughout the year.

•We enhanced our process in accounting for, and documenting our positions related to, complex accounting topics throughout the year, including, but not limited to, new controls in the areas of management review, segregation of duties, journal entry approval, and documentation and review of complex accounting matters.

•a limited availability of market quotations for our securities;

•a determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our common stock;

•a limited amount of analyst coverage; and

•a decreased ability to issue additional securities or obtain additional financing in the future.

•variations in operating performance and the performance of our competitors or alternative energy companies in general;

•actual or anticipated fluctuations in our quarterly or annual operating results;

•publication of research reports by securities analysts about us or our competitors or its industry;

•the public’s reaction to our press releases, our other public announcements and our filings with SEC;

•our failure or the failure of our competitors to meet analysts’ projections or guidance that we or our competitors may give to the market;

•additions and departures of key personnel;

•strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments or changes in business strategy;

•the passage of legislation or other regulatory developments affecting us or our industry;

•speculation in the press or investment community;

•changes in accounting principles;

•terrorist acts, acts of war, periods of widespread civil unrest, geopolitical uncertainties, trade policies and sanctions;

•natural disasters, widespread pandemics, and other calamities; and

•changes in general market and economic conditions.

•maintain and evaluate a system of internal controls over financial reporting in compliance with the requirements of Section 404 of the SOX and the related rules and regulations of the SEC and the Public Company Accounting Oversight Board;

•maintain policies relating to disclosure controls and procedures;

•prepare and distribute periodic reports in compliance with our obligations under federal securities laws;

•institute a more comprehensive compliance function, including with respect to corporate governance; and

•involve, to a greater degree, our outside legal counsel and accountants in the above activities.

•no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

•a classified Board with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our Board;

•the right of our Board to elect a director to fill a vacancy created by the expansion of our Board or the resignation, death or removal of a director in certain circumstances, which prevents stockholders from being able to fill vacancies on our Board;

•a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders; and

•the requirement that a meeting of stockholders may only be called by members of our Board or the stockholders holding a majority of our shares, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors.

The following management’s discussion and analysis (“MD&A”) provides information that management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition, and includes forward-looking statements that involve risks, uncertainties and assumptions. The MD&A should be read in conjunction with Part I of this Annual Report on Form 10-K, the consolidated financial statements and related notes included in Part II Item 8 in this Annual Report on Form 10-K, and the section titled “Cautionary Note Regarding Forward-Looking Statements” included in the fore-part in this Annual Report on Form 10-K.

The three use categories will be configured as follows, forming the backbone of three business lines:

HelioHeat — The production of heat or steam for use in industrial processes will be enabled by the baseline system.

HelioPower — With the baseline system as the foundation, the addition of a turbine generator system will then enable power generation.

HelioFuel — Building on the Power system described above, hydrogen fuel production will be enabled by further adding an electrolyzer system to the baseline system.

For each of the three above solutions, we are offering multiple support models to customers looking to deploy Heliogen’s technology:

•Selling heliostats (and associated software control systems) to owner-operators and/or EPC contractors;

•Providing asset maintenance support services during operation, for completed facilities that use Heliogen’s technology; and

•Providing project development support services to help customers advance readiness to break ground in advance of final investment decisions.

In the future, we will also be prepared to offer Heliogen’s IP through a licensing model to third parties interested in manufacturing and installing the hardware.

Capital expenditure investments for solar and on- and off-shore wind capacity between 2020 and 2030 are projected to be approximately $8.5 trillion globally in order to achieve the carbon emissions reductions that would support the 1.5 degree global warming target established by the Paris Agreement. The global renewable energy market had total revenues of $692.8 billion in 2020, representing a compound annual growth rate (“CAGR”) of 8.9% between 2016 and 2020. The global renewable energy market is expected to continue its upward growth over the next years, reaching $1.1 trillion by 2027. At the same time, the global total addressable market for energy storage is predicted to reach approximately $56.0 billion by 2027 in comparison to $8.0 billion in 2020, representing a CAGR of approximately 33%. Growing at a CAGR of approximately 43% between 2020 and 2027, the cumulative requirement for global storage capacity is expected to become a 534 gigawatt-hour (“GWh”) opportunity in 2027.

We plan to also provide solutions for hydrogen production and industrial heat, so we believe our total addressable market is even larger. Our potential sales pipeline is diverse, ranging from utilities and independent power producers, oil and gas companies, mining and metals companies, and manufacturers of steel and cement. The worldwide energy industry generates annual revenues of approximately $8.6 trillion. In addition, the worldwide clean energy market is expected to reach $24 trillion by the end of the decade.

Governments, corporations, and investors are making concerted efforts and setting aggressive targets to reduce GHG emissions and phase out fossil fuel use. Such initiatives include setting timelines for zero-emission targets, establishing caps on CO2 emissions, and instituting certain other environmental sustainability initiatives. For example, in the U.S., the Biden Administration has declared the following key environmental targets: (i) a carbon pollution-free power sector by 2035, (ii) a net-zero (i.e., carbon reduction is equal to or greater than carbon emissions) economy by 2050 and (iii) to achieve in 2030 a 50-52% reduction from 2005 levels in economy-wide net GHG pollution. In the private sector, companies have also committed to environmental sustainability initiatives. Leading financial and corporate institutions have requested that all boards of directors prepare and disclose a plan to be compatible with a net-zero economy and to commit to launching investment products aligned to a net-zero pathway. Individually and collectively, these initiatives support the increased demand for renewable fuels, transportation, energy storage, renewable power, low-carbon process heat, and energy efficiency.

The key driver for renewable energy generation and storage will be increased reliance on intermittent renewable energy resources like solar PV and wind. As penetration of these renewable sources increases, the intermittency of these resources can put strain on the grid if the operator is unable to fully match supply with demand. This strain can lead to an inability to supply power when it is needed and increased costs to consumers.

Energy storage can help reduce this strain. However, beyond a threshold level of renewable penetration, current solutions to energy storage, such as batteries, are insufficient to ensure grid reliability. Research from the National Renewable Energy Laboratory, a national laboratory of the U.S. Department of Energy, suggests that this threshold may be around 30% renewable penetration based on its Eastern Renewable Generation Integration Study; which found that the Eastern Interconnection, one of the largest power systems in the world, can accommodate upwards of 30% of wind and solar photovoltaic power. California is already at this level and we expect other specific geographies both in the United States and abroad will be there soon. Bloomberg New Energy Finance projects that the United States as a whole will exceed this target by 2029. In order to maintain system stability and achieve mandated decarbonization goals, longer duration energy storage options must be deployed. We believe Heliogen’s technology will be among a small list of available technologies that will be able to respond to this energy storage need in order to maintain grid reliability.

To note, changes in elected officials may directly result in changes to U.S. government mandates and available programs as well as indirectly result in changes to support from the private sectors. Such changes may have an adverse impact on the growth of renewable energy.

The most important raw materials required for our CSE systems are steel (sheet, tube, bar, extrusions), stainless steel (pipe), glass (float glass), copper (wiring), aluminum (die castings, extrusions), commodity electrical & electronics components, ceramics & ceramic fibers, thermal insulation materials, bauxite particles and/or silica sand and concrete. Our components are produced by suppliers both domestically and internationally where most raw materials are readily available and purchased by those independent contractors and suppliers in the country of manufacture. Many major equipment and systems components are procured on a single or sole-source basis, but where multiple sources exist, we work to qualify multiple suppliers to minimize supply chain risk. We also mitigate risk by maintaining safety stock for key parts and assemblies with lengthy procurement lead times. We use a variety of agreements with suppliers to protect our intellectual property and processes to monitor and mitigate risks of the supply base causing a business disruption. The risks monitored include supplier financial viability, the ability to increase or decrease production levels, business continuity, quality and delivery.

The ongoing COVID-19 pandemic has resulted in significant supply chain disruptions globally, and similar to other companies in our industry, we have observed significant commodity price inflation in recent months, in some cases by upwards of 30% to 100%. Russia’s invasion of and military attacks on Ukraine, including indirect impacts as a result of sanctions and economic disruption, may further complicate existing supply chain constraints. Shortages, price increases and/or delays in shipments of our raw materials and purchased component parts, have occurred and may continue to occur in the future which may have a material adverse effect on our results of operations if we are unable to successfully mitigate the impact, such as steel, glass, concrete and adhesives, which are used as components of supplies or materials utilized in our operations.

Revenue - we recognize revenue over time using the incurred costs method for our contracts with customers that include projects under development and engineering and design services.

Cost of Sales - cost of sales consists primarily of direct labor and direct external vendor costs related to our revenue contracts. No allocation of depreciation and amortization has been recognized due to the nature of work being performed and the impact would be immaterial.

Selling, General and Administrative Expense - selling, general, and administrative (“SG&A”) expense consists primarily of salaries and other personnel-related costs, professional fees, insurance costs, and other business development and selling expenses.

Research and Development Expense - research and development (“R&D”) expense consists primarily of salaries and other personnel-related costs; the cost of products, materials, and outside services used in our R&D activities.

Athena Business Combination - On December 30, 2021, we completed the closing of the Business Combination with Athena contemplated by the Business Combination Agreement, dated July 6, 2021, by and among Athena, Merger Sub, and Legacy Heliogen, following the approval at the Special Meeting held on December 28, 2021. While the legal acquirer in the Business Combination Agreement was Athena, for financial accounting and reporting purposes under accounting principles generally accepted in the United States of America (“U.S. GAAP”), Legacy Heliogen was the accounting acquirer and the Transaction were accounted for as a “reverse recapitalization.”

A reverse recapitalization does not result in a new basis of accounting for the accounting acquirer, and the consolidated financial statements of the combined company represent the continuation of the historical consolidated financial statements of Legacy Heliogen in many respects. Under this method of accounting, Athena is treated as the “acquired” company for financial reporting purposes and the Business Combination is accounted for as a recapitalization of Legacy Heliogen (i.e., a capital transaction involving the issuance of stock by Legacy Heliogen for the net assets of Athena accompanied by a recapitalization).

As a result of the Business Combination, Legacy Heliogen is the successor SEC registrant, and Legacy Heliogen’s historical consolidated financial statements for previous periods are presented in periodic reports filed with the SEC. The most significant changes in Legacy Heliogen’s reported financial position and results relate to the following:

•Net cash proceeds received by Heliogen of $159.4 million as a result of the Business Combination (reflecting proceeds from Athena’s trust account, less redemptions, and a PIPE investment of $165.0 million, offset by transaction costs paid at closing);

•The conversion of Legacy Heliogen’s legacy preferred stock, SAFE Instruments, and warrants to shares of common stock as part of the Merger; and

•The assumption of Athena’s public and private warrants, which are accounted for at fair value.

Additionally, since Legacy Heliogen became the successor to an SEC-registered and NYSE-listed company, we adopted and will continue to evaluate and implement procedures and processes to comply with public company regulatory requirements and customary practices. We have incurred and expect to incur additional annual expenses as a result of being a public company for, among other things, directors’ and officers’ liability insurance, director fees and professional services for accounting, audit, legal and other customary services required of a public company.

						Years Ended December 31,
In thousands, except percentages						2021						2020						$ Change						% Change
Revenue						$	8,804					$	200					$	8,604					4,302		%
Cost of revenue:
Cost of revenue						7,203						417						6,786						1,627		%
Provision for contract losses						6,485						—						6,485						n/m
Total cost of revenue						13,688						417						13,271						3,182		%
Gross loss						(4,884)						(217)						8,604						(3,965)		%
Operating expenses:
Selling, general, and administrative						30,386						3,713						26,673						718		%
Research and development						13,478						3,583						9,895						276		%
Total operating expenses						43,864						7,296						36,568						501		%
Operating loss						(48,748)						(7,513)						(27,964)						372		%
Other income (expense):
Interest income (expense)						634						(3)						637						n/m
SAFE instruments remeasurement						(86,907)						—						(86,907)						n/m
Warrant remeasurement						(6,651)						(7)						(6,644)						n/m
Other (expense) income						(517)						86						(603)						(701)		%
Loss before income taxes						(142,189)						(7,437)						(121,481)						n/m
Provision for income taxes						(2)						—						(2)						n/m
Net loss						(142,191)						(7,437)						(121,483)						1,633		%
Other comprehensive loss, net of taxes
Losses on available-for-sale securities						(17)						—						(17)						n/m
Cumulative translation adjustment						13						—						13						n/m
Total comprehensive loss						$	(142,195)					$	(7,437)					$	(121,487)					1,634		%

During the year ended December 31, 2021, we recognized revenue of $8.8 million driven primarily by $6.5 million in services revenue related primarily to engineering and design services and $2.3 million in project revenue for amounts recognized related to the development and completion of our first commercial-scale facility. Prior to 2021, we had not recorded significant amounts of revenue as our focus was primarily on research and development of our CSE technology. During 2021, we contracted with several customers expected to be involved in the development and completion of our first commercial-scale facilities which resulted in a large engineering and design contract that was completed entirely within 2021. As we transition to 2022, we are recognizing project revenue as we satisfy performance obligations associated with the construction and deployment of our CSE technology in a commercial-scale facility.

During the year ended December 31, 2021, we recognized gross loss of $4.9 million due primarily to recognition of contract losses of $6.5 million at the inception of three contracts, including one contract related to our first commercial-scale facility. These losses were offset by $1.6 million of gross profit earned on the engineering and design service contract completed in 2021.

We recognized a gross loss for the year ended December 31, 2020 due to cost overruns relating to a revenue contract for engineering and design service.

SG&A increased approximately $26.7 million, from $3.7 million for the year ended December 31, 2020 to $30.4 million for the year ended December 31, 2021. The increase was driven primarily by our growth to support commercial operations, resulting in higher headcount and related employee expenses of approximately $16.5 million, professional and consulting services to support public company readiness efforts of $5.8 million, and facilities and office related expenses of $4.4 million due to expansion of our facilities in Pasadena, California and Long Beach, California.

R&D expense increased $9.9 million, from $3.6 million for the year ended December 31, 2020 to $13.5 million for the year ended December 31, 2021. The increase was due primarily to headcount growth and related consulting services associated with our continuing development efforts related to our commercial-scale offering.

In the first half of 2021, we entered into Simple Agreements for Future Equity (“SAFE Instruments” or “SAFE”) financing transactions with third-party investors in connection with a private round of funding to provide investors an opportunity to convert into common or preferred stock, upon defined triggering events. Pursuant to the SAFE agreement provisions, the SAFE Instruments were converted to common stock immediately prior to the closing of the Business Combination. See Note 1 of our accompanying consolidated financial statements, for further discussion on the SAFE Instruments converted to common stock as related to the Merger. Due to the terms of the SAFE Instruments, the SAFE Instruments were measured at fair value at each reporting period and through the date of conversion resulting in the recognition of a $86.9 million loss on the remeasurement during the year ended December 31, 2021. Refer to Notes 4 and Note 14 to our accompanying consolidated financial statements for the accounting for and significant inputs to the valuation of the SAFE Instruments, respectively, as of and for the year ended December 31, 2021.

During the year ended December 31, 2020 and through the closing of the Business Combination, we had outstanding warrants to purchase our preferred stock that were subject to fair value accounting. Upon consummation of the Business Combination, those warrants were converted into common stock. As part of the Business Combination, we assumed the outstanding public and private warrants of Athena, which were accounted for at fair value. We incurred a $6.7 million loss during the year ended December 31, 2021 related to the change in valuation on our warrant liabilities, compared to a loss of $7 thousand during the year ended December 31, 2020. The loss in 2021 is comprised of a $3.0 million loss related to Heliogen’s preferred stock warrants which converted immediately prior to the closing of the Business Combination and $3.7 million in loss recognized in the period after December 30, 2021 for the Athena public and private warrants assumed by Heliogen as part of the Business Combination based on fair value at December 31, 2021. Refer to Notes 4 and 14 to our accompanying consolidated financial statements for the accounting for and for significant inputs to the valuation of warrants as of and for the year ended December 31, 2021.

						Years Ended December 31,
In thousands						2021						2020
Net cash used in operating activities						$	(31,055)					$	(7,002)
Net cash used in investing activities						(38,646)						(295)
Net cash provided by financing activities						242,948						10,686

Net cash used in operating activities was $31.1 million for the year ended December 31, 2021 compared to $7.0 million cash used for the year ended December 31, 2020, resulting in a $24.1 million increase in use of operating cash, driven primarily by higher operating costs of $20.4 million, net of changes in accruals, in 2021 compared to 2020 due to Heliogen’s ramp-up of operations and increases in headcount, deposits paid to third parties for feasibility studies associated with ongoing project development activities of $1.1 million, our Pasadena, California office lease of $0.4 million, and $1.5 million in restricted cash in connection with our Long Beach, California office lease. These increases were partly offset by cash receipts of $5.1 million associated with our large engineering and design contract that was fully completed in 2021.

For the year ended December 31, 2021, cash used in investing activities was $38.6 million and consisted of cash invested in available-for-sale debt securities of $49.3 million offset by maturities of $16.2 million, cash consideration paid for the HelioHeat Acquisition, net of acquired cash, of $1.7 million, and $3.8 million for additions to property, plant, and equipment primarily comprising $2.1 million in machinery, equipment and improvements for our new Long Beach manufacturing facility and $1.4 million in office and computer equipment to support our headcount growth. Cash used in investing activities for the year ended December 31, 2020 was $0.3 million and primarily represents leasehold improvements to our facilities.

Cash provided by financing activities totaled $242.9 million for the year ended December 31, 2021, driven primarily by $159.4 million from the closing of the Business Combination, inclusive of the PIPE proceeds, net of transactions costs, $83.4 million cash received from the issuance of the SAFE Instruments and $0.5 million cash received from the exercise of stock options, partly offset by $0.4 million for repayment of the Paycheck Protection Program (“PPP”) loan received in 2020.

Cash provided by financing activities totaled $10.7 million for the year ended December 31, 2020 and was due primarily to $10.2 million cash received from the issuance of preferred stock and $0.4 million cash received from the PPP loan.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Although these estimates are based on our knowledge of current events and actions we may undertake in the future, actual results could differ from those estimates and assumptions.

We recognize revenue over time as work is performed using the incurred costs method, which we believe is the method that most accurately reflects our progress toward satisfaction of the performance obligation. Under this method, revenue arising from fixed-price contracts, which include cost reimbursable contracts with a cap, is recognized as work is performed based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligations.

Incurred costs include all direct material, labor, and subcontract costs, and those indirect costs related to contract performance, such as indirect labor, supplies, and tools. Cost-based input methods of revenue recognition require us to make estimates of net contract revenues and costs to complete the projects. In making such estimates, significant judgment is required to evaluate assumptions related to the amount of net contract revenues, including the impact of any performance incentives, liquidated damages, and other payments to customers. Significant judgment is also required to evaluate assumptions related to the costs to complete the projects, including materials, labor, contingencies, and other system costs. If the estimated total costs on any contract are greater than the net contract revenues, we recognize the entire estimated loss in the period the loss becomes known and can be reasonably estimated.

We estimate the fair value of our stock option awards using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including the fair value of our common stock, expected term, expected volatility, risk-free interest rate and expected dividends, which are described in greater detail below.

Fair value of our common stock — The estimated fair value of our common stock required significant judgment by management, including the valuation methodology used, weighting of potential scenarios, and discount rate. Our common stock was measured at fair value using a probability-weighted method considering two potential outcomes: a merger with a special purpose acquisition company exit scenario and a stay private scenario. In addition, we applied a discount for lack of marketability, which was estimated using the Black-Scholes option pricing model.

Expected Term — The expected term of the options represents the average period the stock options are expected to remain outstanding.

Expected Volatility — Prior to the Business Combination, we had no trading history for our common stock. Thus, expected volatility is based on the historical volatilities of the common stock of comparable publicly traded companies.

Risk-Free Interest Rate — The risk-free interest rate is based on the yield of zero-coupon U.S. Treasury notes as of the grant date with maturities commensurate with the expected term of the awards.

Expected Dividends — The expected dividends assumption is based on the expectation of not paying dividends in the foreseeable future; therefore, we used an expected dividend yield of zero.

Assumptions used in applying the Black-Scholes option-pricing model to determine the estimated fair value of stock options granted involve inherent uncertainties and the application of judgment. As a result, if factors or expected outcomes change and significantly different assumptions or estimates are used, the expenses related to our equity-based compensation could be materially different.

For Legacy Heliogen’s SAFE Instruments and preferred stock warrants, we determined the fair value of these instruments at each reporting period end and through the date of conversion as part of the Business Combination. The determination of fair value required significant judgment by management, including the valuation methodology used, weighting of potential scenarios, and discount rate. The SAFE Instruments and Legacy Heliogen preferred stock warrants were initially measured at fair value using a probability-weighted method considering two potential outcomes: a merger

The purchase price allocation for the HelioHeat Acquisition is preliminary as of December 31, 2021 pending the completion of a valuation of the expected intangible asset to be recognized related to developed technology associated with HelioHeat’s particle receiver technology and the completion of a valuation of this intangible asset. All other amounts recognized were finalized as of December 31, 2021.

We are a smaller reporting company as defined by Item 10 of Regulation S-K and are not required to provide the information otherwise required under this item.

			Page
Report of Independent Registered Public Accounting Firm (BDO USA, LLP; Los Angeles, California USA; PCAOB ID No. 243)			49
Consolidated Balance Sheets as of December 31, 2021 and 2020			50
Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2021 and 2020			51
Consolidated Statements of Convertible Preferred Stock and Shareholders’ Equity (Deficit) for the years ended December 31, 2021 and 2020			52
Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020			53
Notes to Consolidated Financial Statements			54

We have audited the accompanying consolidated balance sheets of Heliogen, Inc. (the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of operations, convertible preferred stock and shareholders’ equity (deficit), and cash flows for each of the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

			December 31,
			2021						2020
ASSETS
Cash and cash equivalents			$	190,081					$	18,334
Investments, available-for-sale (amortized cost of $32,349)			32,332						—
Receivables			3,896						—
Prepaid and other current assets			874						241
Total current assets			227,183						18,575
Operating lease right-of-use assets			16,093						612
Property, plant, and equipment, net			4,102						575
Goodwill			4,204						—
Restricted cash			1,500						—
Other long-term assets			4,366						—
Total assets			$	257,448					$	19,762
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS’ EQUITY (DEFICIT)
Trade payables			$	4,645					$	307
Contract liabilities			513						—
Contract loss provisions			5,180						—
Debt, current portion			—						324
Accrued expenses and other current liabilities			6,974						525
Total current liabilities			17,312						1,156
Debt, net of current portion			35						87
Operating lease liabilities, net of current portion			14,183						403
Warrant liability			14,563						46
Other long-term liabilities			2,080						—
Total liabilities			48,173						1,692
Commitments and contingencies (see Note 13)
Convertible preferred stock – Preferred shares, $0.0001 par value; 10,000,000 shares authorized and no shares outstanding as of December 31, 2021; 121,348,911 shares authorized and 117,886,982 shares outstanding as of December 31, 2020 (see Note 4)			—						45,932
Shareholders’ equity (deficit)
Common stock, $0.0001 par value; 500,000,000 shares authorized and 183,367,037 shares issued and outstanding (excluding restricted shares of 481,301) as of December 31, 2021; 320,000,000 shares authorized and 8,160,828 shares issued and outstanding as of December 31, 2020 (see Note 4)			18						1
Additional paid-in capital			380,624						1,309
Accumulated other comprehensive loss			(4)						—
Accumulated deficit			(171,363)						(29,172)
Total shareholders’ equity (deficit)			209,275						(27,862)
Total liabilities, convertible preferred stock, and shareholders’ equity (deficit)			$	257,448					$	19,762

			Years ended December 31,
			2021						2020
Revenue			$	8,804					$	200
Cost of revenue:
Cost of revenue			7,203						417
Provision for contract losses			6,485						—
Total cost of revenue			13,688						417
Gross loss			(4,884)						(217)
Operating expenses:
Selling, general, and administrative			30,386						3,713
Research and development			13,478						3,583
Total operating expenses			43,864						7,296
Operating loss			(48,748)						(7,513)
Interest income (expense), net			634						(3)
SAFE Instruments remeasurement			(86,907)						—
Warrant remeasurement			(6,651)						(7)
Other (expense) income, net			(517)						86
Net loss before taxes			(142,189)						(7,437)
Provision for income taxes			(2)						—
Net loss			(142,191)						(7,437)
Other comprehensive loss, net of taxes
Unrealized losses on available-for-sale securities			(17)						—
Cumulative translation adjustment			13						—
Total comprehensive loss			$	(142,195)					$	(7,437)
Loss per share
Loss per share – Basic and Diluted			$	(11.88)					$	(0.93)
Weighted average number of shares outstanding – Basic and Diluted			11,970,550						7,978,512

																		Shareholders’ Equity (Deficit)
			Convertible Preferred Stock															Special Stock												Common Stock												Additional Paid-in Capital						Accumulated Other Comprehensive Loss						Accumulated Deficit						Total
			Shares						Amount									Shares						Amount						Shares						Amount
December 31, 2019			50,588,630						$	35,691								1						$	—					3,867,136						$	4					$	996					$	—					$	(21,735)					$	(20,735)
Retroactive application of Exchange Ratio			51,260,712						—									1						—						3,918,511						(3)						3						—						—
December 31, 2019 as adjusted			101,849,342						35,691									2						—						7,785,647						1						999						—						(21,735)						(20,735)
Net loss			—						—									—						—						—						—						—						—						(7,437)						(7,437)
Issuance of preferred shares, net of issuance costs of $20.0 thousand			16,037,640						10,241									—						—						—						—						—						—						—						—
Special Stock conversion			—						—									(2)						—						2						—												—												—
Share-based compensation			—						—									—						—						—						—						278						—						—						278
Shares issued for stock options exercised			—						—									—						—						375,179						—						32						—						—						32
December 31, 2020			117,886,982						$	45,932								—						$	—					8,160,828						$	1					$	1,309					$	—					$	(29,172)					$	(27,862)
Net loss			—						—									—						—						—						—						—						—						(142,191)						(142,191)
Other comprehensive loss			—						—									—						—						—						—						—						(4)						—						(4)
Share-based compensation			—						—									—						—						—						—						11,380						—						—						11,380
Shares issued for stock options exercised			—						—									—						—						4,756,937						—						462						—						—						462
Shares issued for stock warrants exercised			—						—									—						—						199,315						—						30						—						—						30
Conversion of preferred stock to common stock			(117,886,982)						(45,932)									—						—						121,038,967						12						45,920						—						—						45,932
Conversion of stock warrants to common stock			—						—									—						—						582,509						—						3,011						—						—						3,011
Conversion of SAFE instruments to common stock			—						—									—						—						20,080,464						2						170,316						—						—						170,318
Reverse recapitalization and PIPE financing, net			—						—									—						—						28,548,017						3						148,196						—						—						148,199
December 31, 2021			—						$	—								—						$	—					183,367,037						$	18					$	380,624					$	(4)					$	(171,363)					$	209,275

			Years Ended December 31,
			2021						2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss			$	(142,191)					$	(7,437)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			562						139
Share-based compensation			11,380						278
SAFE Instruments remeasurement			86,907						—
Warrant remeasurement			6,651						7
Provision for contract losses, net			5,180						—
Non-cash operating lease expense			1,277						134
Other non-cash operating activities			583						—
Changes in assets and liabilities:
Receivables			(3,597)						—
Prepaid and other current assets			(497)						(150)
Other long-term assets			(2,571)						—
Trade payables			1,885						(51)
Accrued expenses and other current liabilities			4,245						212
Contract liabilities			123						—
Operating lease liabilities			(1,061)						(134)
Other long-term liabilities			69						—
Net cash used in operating activities			(31,055)						(7,002)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures			(3,836)						(295)
Purchases of available-for-sale investments			(49,304)						—
Maturities of available-for-sale investments			16,224						—
Acquisition of HelioHeat, net of cash acquired			(1,684)						—
Other investing activities			(46)
Net cash used in investing activities			(38,646)						(295)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from preferred shares, net of issuance costs of $13.3 thousand			—						10,242
Proceeds from SAFE Instruments, net of issuance costs of $30.1 thousand			83,411						—
Proceeds from Business Combination with Athena, net of transaction costs			159,400						—
Proceeds from Paycheck Protection Program loan			—						411
Repayments on Paycheck Protection Program loan			(411)						—
Proceeds from exercise of stock options			524						33
Proceeds from exercise of common stock warrants			30						—
Other financing costs			(6)						—
Net cash provided by financing activities			242,948						10,686
INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH			173,247						3,389
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF THE YEAR			18,334						14,945
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF THE YEAR			$	191,581					$	18,334

1.    Organization and Basis of Presentation

Heliogen, Inc. and its subsidiaries (collectively, “Heliogen” or the “Company”), is involved in the development and commercialization of next generation concentrated solar energy. We are developing a modular, A.I.-enabled, concentrated solar energy thermal energy plant that will use an array of mirrors to reflect sunlight and capture, concentrate, store and convert it into cost-effective energy on demand. Unless otherwise indicated or the context requires otherwise, references in our consolidated financial statements to “we,” “our,” “us” and similar expressions refer to Heliogen.

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of Heliogen and the subsidiaries it controls. All material intercompany balances are eliminated in consolidation.

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Subject to certain conditions set forth in the JOBS Act, if, as an emerging growth company, we intend to rely on such exemptions, we are not required to, among other things: (a) provide an auditor’s attestation report on our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002; (b) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2009; (c) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis); and (d) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation. We have elected not use the extended transition period for complying with any new or revised financial accounting standards, and as such, we are required to adopt new or revised standards at the same time as other public companies.

We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year: (a) following March 19, 2026, the fifth anniversary of our IPO; (b) in which we have total annual gross revenue of at least $1.07 billion; or (c) in which we are deemed to be a “large accelerated filer”, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

On December 30, 2021 (the “Closing Date”), Heliogen, Inc., a Delaware corporation (“Legacy Heliogen”), Athena Technology Acquisition Corp., a Delaware corporation (“Athena”), and HelioMax Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Athena (“Merger Sub”), consummated the closing of the transactions (the “Closing”) contemplated by the Business Combination Agreement, dated July 6, 2021, by and among Athena, Merger Sub, and Legacy Heliogen (the “Business Combination Agreement”), following the approval at the Special Meeting held on December 28, 2021.

Pursuant to the terms of the Business Combination Agreement, a business combination of Legacy Heliogen and Athena was effected by the merger of Merger Sub with and into Legacy Heliogen, with Legacy Heliogen surviving as a wholly owned subsidiary of Athena (the “Merger,” and, together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”). In connection with the consummation of the Merger on the

•At the effective time of the Merger (the “Effective Time”), as a result of the Merger, each share of Legacy Heliogen capital stock that was then issued and outstanding (other than dissenting shares and shares owned by Athena, Merger Sub or Legacy Heliogen immediately prior to the Effective Time) was cancelled and converted into the right to receive 2.013 shares (the “Exchange Ratio”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”).

•At the Effective Time, as a result of the Merger, each option to purchase Legacy Heliogen capital stock that was outstanding and unexercised immediately prior to the Effective Time was assumed by the Company and converted into an option to purchase a number of shares of Common Stock (such option, an “Exchanged Option”) equal to the product (rounded down to the nearest whole number) of (x) the number of shares of Legacy Heliogen capital stock subject to such Legacy Heliogen option immediately prior to the Effective Time and (y) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (1) the exercise price per share of such Legacy Heliogen option immediately prior to the Effective Time, divided by (2) the Exchange Ratio. Except as specifically provided in the Business Combination Agreement, following the Effective Time, each Exchanged Option will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding Legacy Heliogen option immediately prior to the Effective Time.

•At the Effective Time, as a result of the Merger, each award of restricted stock units (“RSU Award”) in respect of Legacy Heliogen common stock outstanding as of immediately prior to the Effective Time was assumed by the Company and converted into an award of restricted stock units in respect of a number of shares of Common Stock (such award, an “Exchanged RSU Award”) equal to the product (rounded down to the nearest whole share) of (x) the number of shares of Legacy Heliogen common stock covered by the RSU Award and (y) the Exchange Ratio.

•At the Effective Time, as a result of the Merger, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time was cancelled and converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of Legacy Heliogen, the surviving corporation in the Merger.

Per the terms and conditions of the Business Combination Agreement and reflection of certain adjustments outlined therein, the consideration received by Legacy Heliogen equity holders was approximately 154.8 million shares of Common Stock. Additionally, approximately 45.8 million shares of Common Stock were attributed to shares issuable under outstanding Legacy Heliogen stock options, RSU Awards or restricted shares. As a result, a total of approximately 200.6 million shares comprises the total merger share consideration as outlined in the Business Combination Agreement valued at $10.00 per share and reflecting 2.013 shares of the Company’s Common Stock issued for each Legacy Heliogen share of common stock issued and outstanding or issuable under outstanding Legacy Heliogen stock options, RSU Awards or restricted shares at the Closing Date. Also, immediately prior to and upon the Effective Time, certain investors subscribed for and purchased 16,500,000 shares of Common Stock for aggregate gross proceeds of $165.0 million (the “PIPE Investment”).

						Shares						%
Heliogen Stockholders(1)						154,819						84.4
Athena Public Stockholders						2,271						1.2
Sponsor Shares(2)(3)						9,267						5.1
Sponsor Shares(4)						510						0.3
PIPE Investors						16,500						9.0
Total (1)(2)						183,367						100.0

(1)     Excludes 40.8 million common shares issuable upon exercise of Heliogen’s outstanding stock options, 4.4 million common shares issuable upon vesting and settlement of Heliogen’s RSU Awards and 0.5 million restricted shares subject to vesting.

(2)     Does not take into account, at the time of the Closing Date, the dilutive impact of the shares of Common Stock issuable in connection with the Warrants (as defined in Note 4) totaling approximately 8.6 million shares, which became exercisable on March 18, 2022.

The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows and the consolidated statement of convertible preferred stock and shareholders’ equity (deficit) for the year ended December 31, 2021:

$ in thousands
Cash - PIPE Investment						$	165,000
Cash - Athena Trust Account, net of redemptions and cash on hand						22,848
Less: Athena transaction costs and advisory fees paid						(16,186)
Less: Heliogen transaction costs and advisory fees paid						(12,262)
Net proceeds from Business Combination and PIPE financing						159,400
Less: Accrued transaction costs						(1,474)
Add: Prepaid expenses and receivables assumed as part of Business Combination						1,651
Less: Warrants assumed as part of Business Combination						(10,880)
Less: Accounts payable assumed as part of Business Combination						(498)
Reverse recapitalization and PIPE financing, net						$	148,199

The Business Combination was accounted for as a reverse recapitalization in accordance with Accounting Standards Codifications (“ASC”) 805, Business Combinations, with no goodwill or other intangible assets recorded. Under this method of accounting, Athena was treated as the “accounting acquiree” and Legacy Heliogen as the “accounting acquirer” for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as Legacy Heliogen issuing equity for the net assets of Athena, followed by a recapitalization. The consolidated assets, liabilities, and results of operations of Legacy Heliogen comprise the historical consolidated financial statements of the post combination company, and Athena’s assets, liabilities and results of operations are consolidated with Legacy Heliogen beginning on the acquisition date. Accordingly, for accounting purposes, the consolidated financial statements of the post combination company represent a continuation of the historical consolidated financial statements of Legacy Heliogen, and the net assets of Athena are stated at historical cost, with no goodwill or other intangible assets recorded. This accounting determination was primarily based on the following as of the date of the Business Combination:

•Legacy Heliogen was assessed and determined not to be a variable interest entity (“VIE”) of Athena following the Merger, thus the voting interest model was applied;

•The pre-combination equity holders of Legacy Heliogen will hold the majority of shares of Common Stock and voting rights in the post combination company;

•Legacy Heliogen has the ability, pursuant to the Business Combination, to appoint six (6) of the seven (7) members of the post combination company’s Board of Directors (the “Board”);

•Senior management of Legacy Heliogen will comprise the senior management of the post combination company; and

•Operations of Legacy Heliogen will comprise the ongoing operations of post combination company.

In accordance with accounting guidance applicable to these circumstances, the equity structure has been recast in all comparative periods up to the Closing Date to reflect the number of shares of the Company’s Common Stock, $0.0001 par value per share, issued to Legacy Heliogen’ stockholders in connection with the Business Combination. As such, the shares and corresponding capital amounts and earnings per share related to Legacy Heliogen redeemable convertible preferred stock, common stock, warrants, options, and restricted stock units prior to the Business Combination have been retroactively recast as shares reflecting the Exchange Ratio of 2.013 established in the Business Combination.

Certain immaterial prior period amounts, specifically warrant remeasurement, have been reclassified to conform to current period presentation. All dollar amounts (other than per share amounts) in the following disclosures are in thousands of United States dollars, unless otherwise indicated.

Subsequent to issuing the condensed consolidated financial statements as of June 30, 2021 and March 31, 2021, management identified immaterial errors related to accrued payroll and revenue recognized for our non-governmental Engineering and Design (“E&D”) services contract. These errors resulted in the overstatement of net losses reported for the three and six months ended June 30, 2021 and the three months ended March 31, 2021.

In our accrual of payroll at June 30, 2021 and March 31, 2021, we incorrectly over accrued payroll costs due to a miscalculation of days to be accrued resulting in an overstatement of accrued payroll and selling, general and administrative expense.

Additionally, in our analysis of costs incurred for our non-governmental E&D services contract and determination of revenue to be recognized, we identified errors for the three and six months ended June 30, 2021, and three months ended March 31, 2021 due to incorrect identification and classification of costs. These errors resulted in an overstatement of contract liabilities with an understatement of revenues in addition to an understatement of cost of sales and overstatement of research and development expense.

Based on evaluation of the errors, management has concluded that the prior period errors were immaterial to the previously issued financial statements. As such, management has elected to correct the identified, immaterial errors in the prior periods. In doing so, balances in these consolidated financial Statements have been adjusted to reflect the correction in the proper periods. Future financial statements that include prior periods will be corrected, as needed, when issued.

The effects of correcting the immaterial errors in our previously filed Condensed Consolidated Financial Statements are as follows:

Condensed Consolidated Balance Sheets (amounts in thousands)

			As of June 30, 2021																		As of March 31, 2021
			As Initially Reported						Adjustments						As Revised						As Initially Reported						Adjustments						As Revised
Total assets			$	101,838					$	—					$	101,838					$	92,229					$	—					$	92,229
Contract liabilities			1,944						(275)						1,669						2,439						75						2,514
Accrued expenses and other current liabilities(1)			2,663						(271)						2,392						997						(191)						806
Total current liabilities			6,466						(546)						5,920						4,019						(116)						3,903
Accumulated deficit			(90,107)						546						(89,561)						(33,344)						116						(33,228)
Total shareholders’ deficit			(87,986)						546						(87,440)						(31,591)						116						(31,475)
Total liabilities, convertible preferred stock, and shareholders’ deficit			$	101,838					$	—					$	101,838					$	92,229					$	—					$	92,229

(1)At June 30, 2021, accrued expenses and other payables and current operating lease liabilities were combined and presented as accrued expenses and other current liabilities. Balances at March 31, 2021 have been conformed to the updated presentation.

Condensed Consolidated Statements of Operations and Comprehensive Loss (amounts in thousands, except per share amounts)

			Three Months Ended June 30, 2021																		Six Months Ended June 30, 2021
			As Initially Reported						Adjustments						As Revised						As Initially Reported						Adjustments						As Revised
Revenue			$	687					$	158					$	845					$	1,086					$	275					$	1,361
Cost of sales			687						158						845						1,086						275						1,361
Gross profit			—						—						—						—						—						—
Selling, general and administrative			4,340						(80)						4,260						6,683						(271)						6,412
Research and development			2,823						(158)						2,665						4,548						(275)						4,273
Total operating expenses			7,163						(238)						6,925						11,231						(546)						10,685
Operating loss			$	(7,163)					$	238					$	(6,925)					$	(11,231)					$	546					$	(10,685)
Net loss			$	(56,571)					$	238					$	(56,333)					$	(60,935)					$	546					$	(60,389)
Total comprehensive loss			$	(56,573)					$	238					$	(56,335)					$	(60,949)					$	546					$	(60,403)
Loss per share – Basic			$	(10.72)					$	0.04					$	(10.68)					$	(12.03)					$	0.11					$	(11.92)
Loss per share – Diluted			$	(10.72)					$	0.04					$	(10.68)					$	(12.03)					$	0.11					$	(11.92)