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x			QUARTERLY 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 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 is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

			Page
Forward-Looking and Cautionary Statements			3
Part I Financial Information
Item 1. Financial Statements (Unaudited)			5
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			19
Item 3. Quantitative and Qualitative Disclosures About Market Risk			26
Item 4. Controls and Procedures			26
Part II - Other Information
Item 1. Legal Proceedings			28
Item 1A. Risk Factors			28
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			28
Item 3. Defaults Upon Senior Securities			28
Item 4. Mine Safety Disclosures			28
Item 5. Other Information			28
Item 6. Exhibits			28
Signatures			30

•our ability to recognize the anticipated benefits of the business combination (the “Business Combination”) with Athena Technology Acquisition Corp (“Athena”), 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;

•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;

•the possibility that our remediation plan may not successfully address the underlying causes of the material weaknesses in our internal control over financial reporting;

•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 our latest Annual Report on Form 10-K/A, 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 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 Quarterly Report on Form 10-Q, 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 are disclosed under “Item 1A. Risk Factors” contained in Part I of our latest Annual Report on Form 10-K/A and in our periodic filings with the SEC. Our SEC filings are available publicly on the SEC’s website at www.sec.gov.

			March 31,						December 31,
			2022						2021
ASSETS
Cash and cash equivalents			$	63,615					$	190,081
Investments, available-for-sale (amortized cost of $133,549 and $32,349, respectively)			128,269						32,332
Receivables			13,710						3,896
Prepaid and other current assets			7,263						874
Total current assets			212,857						227,183
Operating lease right-of-use assets			15,937						16,093
Property, plant, and equipment, net of accumulated depreciation of $1,055 and $707, respectively			4,636						4,102
Goodwill			1,111						4,204
Intangible assets, net of accumulated amortization of $37 and $27, respectively			4,063						147
Restricted cash			1,500						1,500
Other long-term assets			16,063						4,219
Total assets			$	256,167					$	257,448
LIABILITIES AND SHAREHOLDERS’ EQUITY
Trade payables			$	2,294					$	4,645
Contract liabilities			7,866						513
Contract loss provisions			34,188						397
Accrued expenses and other current liabilities			6,266						6,974
Total current liabilities			50,614						12,529
Debt, net of current portion			31						35
Operating lease liabilities, net of current portion			15,091						14,183
Warrant liability			10,537						14,563
Other long-term liabilities			2,591						2,080
Total liabilities			78,864						43,390
Commitments and contingencies (see Note 9)
Shareholders’ equity
Common stock, $0.0001 par value; 500,000,000 shares authorized; 186,121,281 shares issued and outstanding (excluding restricted shares of 399,513) as of March 31, 2022 and 183,367,037 shares issued and outstanding (excluding restricted shares of 481,301) as of December 31, 2021			19						18
Additional paid-in capital			403,216						380,624
Accumulated other comprehensive loss			(384)						(4)
Accumulated deficit			(225,548)						(166,580)
Total shareholders’ equity			177,303						214,058
Total liabilities and shareholders’ equity			$	256,167					$	257,448

			Three Months Ended March 31,
			2022						2021
Revenue			$	3,539					$	516
Cost of revenue:
Cost of revenue			3,524						516
Provision for contract losses			33,737						—
Total cost of revenue			37,261						516
Gross loss			(33,722)						—
Operating expenses:
Selling, general, and administrative			20,395						2,152
Research and development			9,605						1,608
Total operating expenses			30,000						3,760
Operating loss			(63,722)						(3,760)
Interest income, net			194						40
Gain (loss) on warrant remeasurement			4,026						(303)
Other expense, net			(76)						(33)
Net loss before taxes			(59,578)						(4,056)
Income tax benefit			610						—
Net loss			(58,968)						(4,056)
Other comprehensive loss, net of taxes
Unrealized losses on available-for-sale securities			(379)						(12)
Cumulative translation adjustment			(1)						—
Total comprehensive loss			$	(59,348)					$	(4,068)
Loss per share
Loss per share – Basic and Diluted			$	(0.32)					$	(0.42)
Weighted average number of shares outstanding – Basic and Diluted			184,031,015						9,763,675

																		Shareholders’ Equity (Deficit)
			Convertible Preferred Stock															Common Stock												Additional Paid-in Capital						Accumulated Other Comprehensive Loss						Accumulated Deficit						Total
			Shares						Amount									Shares						Amount
December 31, 2020			58,554,536						$	45,932								4,053,489						$	4					$	1,306					$	—					$	(29,172)					$	(27,862)
Retroactive application of Exchange Ratio			59,332,446						—									4,107,339						(3)						3						—						—
December 31, 2020, as adjusted			117,886,982						45,932									8,160,828						1						1,309						—						(29,172)						(27,862)
Net loss			—						—									—						—						—						—						(4,056)						(4,056)
Other comprehensive loss			—						—									—						—						—						(12)						—						(12)
Share-based compensation			—						—									—						—						211						—						—						211
Shares issued for stock options exercised			—						—									2,173,524						—						214						—						—						214
Shares issued for stock warrants exercised			—						—									199,315						—						30						—						—						30
March 31, 2021			117,886,982						$	45,932								10,533,667						$	1					$	1,764					$	(12)					$	(33,228)					$	(31,475)
December 31, 2021			—						—									183,367,037						$	18					$	380,624					$	(4)					$	(166,580)					$	214,058
Net loss			—						—									—						—						—						—						(58,968)						(58,968)
Other comprehensive loss			—						—									—						—						—						(380)						—						(380)
Share-based compensation			—						—									—						—						12,982						—						—						12,982
Shares issued for stock options exercised			—						—									2,754,244						1						271						—						—						272
Project Warrants and Collaboration Warrants Compensation (see Note 3)			—						—									—						—						9,339						—						—						9,339
March 31, 2022			—						$	—								186,121,281						$	19					$	403,216					$	(384)					$	(225,548)					$	177,303

The accompanying notes are an integral part of these condensed consolidated financial statements.

			Three Months Ended March 31,
			2022						2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss			$	(58,968)					$	(4,056)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			760						54
Share-based compensation			12,982						211
(Gain) loss on warrant remeasurement			(4,026)						303
Provision for contract losses, net			33,766						—
Deferred income taxes			(611)						—
Non-cash operating lease expense			428						51
Other non-cash operating activities			101						34
Changes in assets and liabilities:
Receivables			(9,693)						(37)
Prepaid and other current assets			(3,802)						(201)
Other long-term assets			(575)						—
Trade payables			154						275
Accrued expenses and other current liabilities			302						278
Contract liabilities			6,811						2,514
Operating lease liabilities			(317)						(51)
Other long-term liabilities			15						—
Net cash used in operating activities			(22,673)						(625)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures			(1,360)						(162)
Purchases of available-for-sale investments			(122,468)						(27,634)
Maturities of available-for-sale investments			21,100						—
Net cash used in investing activities			(102,728)						(27,796)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from SAFE instruments, net of issuance costs of $18.2 thousand			—						73,173
Transaction costs paid related to the Business Combination with Athena			(1,274)						—
Repayments on Paycheck Protection Program loan			—						(411)
Proceeds from exercise of stock options			209						214
Proceeds from exercise of common stock warrants			—						30
Net cash (used in) provided by financing activities			(1,065)						73,006
(DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH			(126,466)						44,585
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF THE PERIOD			191,581						18,334
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF THE PERIOD			$	65,115					$	62,919

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 financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”), and include the accounts of Heliogen and the subsidiaries it controls. All material intercompany balances are eliminated in consolidation. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in Heliogen’s Annual Report on Form 10-K/A for the year ended December 31, 2021 filed on May 23, 2022.

On December 30, 2021 (the “Closing Date”), Heliogen, Inc., a Delaware corporation (“Legacy Heliogen”), Athena Technology Acquisition Corp., a Delaware corporation (“Athena”), and Athena’s direct, wholly owned subsidiary, consummated the closing of transactions contemplated by the business combination agreement, dated July 6, 2021, by and among Athena, Merger Sub, and Legacy Heliogen (the “Business Combination”).

The Business Combination was accounted for as a reverse recapitalization in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, pursuant to which 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 condensed 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.

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

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act, 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; and (c) 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 to 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.

The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and the accompanying notes. On an ongoing basis, we evaluate our estimates, including those related to inputs used to recognize revenue over time, accounting for income taxes, the fair values of share-based compensation, lease liabilities, warrant liabilities, and long-lived asset impairments. Despite our intention to establish accurate estimates and reasonable assumptions, actual results could differ materially from such estimates and assumptions.

Certain immaterial prior period amounts, specifically warrant remeasurement and intangibles, 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.

In August 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). The amendments eliminate two of the three accounting models that require separate accounting for convertible features of debt securities, simplify the contract settlement assessment for equity classification, require the use of the if-converted method for all convertible instruments in the diluted earnings per share calculation and expand

2.    Revenue

			Three Months Ended March 31,
$ in thousands			2022						2021
Project revenue			$	1,991					$	—
Services revenue			53						516
Revenue from contracts with customers			2,044						516
Grant revenue			1,495						—
Total revenue			$	3,539					$	516

Project revenue consists of amounts recognized under contracts with customers for the development, construction and delivery of commercial-scale concentrated solar energy facilities. Services revenue consists of amounts recognized under contracts with customers for the provision of engineering, R&D or other similar services in our field of expertise. Revenue recognized during 2022 and 2021 includes commercial, non-governmental customers in Australia and Europe.

Under a commercial-scale demonstration agreement (the “Project Agreement”) executed with a customer in March 2022, Heliogen will complete the engineering, procurement, and construction of a new 5 MWe concentrated solar energy facility to be built in Mojave, California (the “Facility”) for the customer’s use in testing, research and development. The Facility is expected to serve as a fully operational model for the customer’s use in demonstrating the Company’s technology and product offerings at a commercial scale to aid in the development, engineering, and construction of larger, commercial scale facilities under separate agreements between the Company and the customer or other third-party customers. Pursuant to the Project Agreement, the customer will pay up to $50.0 million to Heliogen to complete the Facility. The total transaction price for the Project Agreement is $45.5 million reflecting a reduction in contract price for the fair value of the Project Warrants (defined and discussed further in Note 3) granted to the customer in connection with the Project Agreement. The Project Agreement modified and replaced a limited notice to proceed executed in October 2021 with the same customer under which $0.9 million of revenue was recognized in 2021. The Company recognized a contract loss of $32.9 million during the three months ended March 31, 2022 related to the Project Agreement. The contract loss recognized during the first quarter reflects the Company’s estimate as of March 31, 2022 of the full expected loss on the design, engineering, and construction of the Facility given consideration expected to be realized under the Project Agreement (net of the fair value of the Project Warrants) and the Company’s award from the U.S. Department of Energy’s Solar Energy Technology Office (the “DOE Award”). During the three months ended, the Company recognized grant revenue and costs of grant revenue under the DOE Award of $1.5 million related to costs incurred during the period that are reimbursable under the DOE Award.

As of March 31, 2022 and December 31, 2021, our contract liabilities were $7.9 million and $0.5 million, respectively. Activity included in contract liabilities during the first quarter of 2022 consisted of additions for deferred revenue of $9.7 million offset by revenue recognized of $2.0 million, and other activity of $0.3 million.

3.    Warrants

4.    Acquisition

In September 2021, Heliogen acquired 100% of the equity interests of HelioHeat GmbH (“HelioHeat”), a private limited liability company in Germany engaged in the development, planning and construction of renewable energy systems and components, including a novel solar receiver (the “HelioHeat Acquisition”).

Cash paid at closing(1)			$	1,714
Contingent consideration(2)			2,009
Settlement of pre-existing relationship			45
Total fair value of consideration transferred			$	3,768

(1)Includes $0.5 million of cash paid to an escrow that becomes payable to the selling shareholders of HelioHeat to the extent the funds are not used to offset certain costs incurred for the assumed customer projects. The amount is being treated as consideration transferred as the release of the funds is likely to occur.

(2)No change in the fair value of the contingent consideration was identified or recorded during the three months ended March 31, 2022.

			As of												As of
			December 31, 2021						Measurement Period Adjustments						March 31, 2022
$ in thousands			Preliminary Valuation												Revised Valuation
Cash and cash equivalents			$	30					$	—					$	30
Prepaid and other current assets			33						—						33
Property, plant and equipment, net			6						—						6
Intangible asset			—						4,204						4,204
Goodwill			4,204						(3,093)						1,111
Total assets acquired			4,273						1,111						5,384
Accrued expenses and other current liabilities			74						—						74
Contract liabilities			390						—						390
Debt			41						—						41
Deferred tax liabilities			—						1,111						1,111
Total liabilities assumed			505						1,111						1,616
Net assets acquired			$	3,768					$	—					$	3,768

The Company recorded measurement period adjustments based on the valuation of the intangible asset related to developed technology associated with HelioHeat’s solar receiver technology and the related deferred tax impact. The purchase price allocation resulted in the recognition of $1.1 million in goodwill, which includes measurement period adjustments, of which none is expected to be tax deductible. Goodwill represents the value expected to be received from the synergies of integrating HelioHeat’s operations with Heliogen’s operations to expand commercial opportunities and the assembled workforce in place. The purchase price allocation for the HelioHeat Acquisition was finalized as of March 31, 2022. As a result of the net impact of measurement period adjustments during the three months ended March 31, 2022, the Company recognized a deferred tax benefit of $0.6 million.

The fair value of the intangible asset was estimated using the replacement cost approach, which was based on Level 3 inputs. Significant valuation assumptions include management’s estimated costs to reproduce HelioHeat solar receiver technology if the Company had developed the technology using its own resources, developer’s profit margin based on estimated market participants’ required margin, and an estimated discount for economic obsolescence. The intangible asset will be amortized over its estimated useful life of ten years.

5.    Accrued Expenses and Other Current Liabilities

$ in thousands			March 31, 2022						December 31, 2021
Payroll and other employee benefits			$	523					$	862
Professional fees			1,816						1,379
Research and development costs			2,023						1,895
Operating lease liabilities, current portion			1,287						2,240
Other accrued expenses			617						598
Total accrued expenses and other current liabilities			$	6,266					$	6,974

6.    Share-Based Compensation

The Heliogen, Inc. 2021 Equity Incentive Plan (the “2021 Plan”) aims to incentivize employees, directors and consultants who render services to the Company through the granting of stock awards, including options, SARs, restricted stock awards, restricted stock unit (“RSU”) awards, performance awards, and other stock-based awards.

Our total share-based compensation expense, including the location where recognized within our Condensed Consolidated Statements of Operations and Comprehensive Loss, is as follows:

$ in thousands						Three Months Ended March 31,
Operating expense classification						2022						2021
Selling, general, and administrative						$	11,208					$	148
Research and development						1,774						63
Total share-based compensation expense						$	12,982					$	211

7.    Equity and Loss Per Share

As of March 31, 2022 and December 31, 2021, the Company had 10.0 million authorized shares of preferred stock, of which none were outstanding, at March 31, 2022 and December 31, 2021, respectively.

Basic and diluted losses per share (“EPS”) were as follows:

			Three Months Ended March 31,
$ in thousands, except per share and share data			2022						2021
Numerator
Net loss			$	(58,968)					$	(4,056)
Denominator
Weighted-average common shares outstanding			183,949,912						9,763,675
Weighted-average impact of Project Warrants and Collaboration Warrants(1)			81,103						—
Denominator for basic EPS – weighted-average shares			184,031,015						9,763,675
Effect of dilutive securities			—						—
Denominator for diluted EPS – weighted-average shares			184,031,015						9,763,675
EPS – Basic			$	(0.32)					$	(0.42)
EPS – Diluted			$	(0.32)					$	(0.42)

________________

(1)The Project Warrants and Collaboration Warrants each have a $0.01 exercise price and are assumed to be exercised when vested because common shares issued for little consideration upon exercise of these warrants are included in outstanding shares for the purposes of computing basic and diluted EPS.

As of March 31, 2022 and 2021, 37,429,240 and 33,055,931 outstanding stock options, respectively, were excluded from the calculation of EPS, as their impact would be anti-dilutive. As of March 31, 2022, 5,150,369 RSUs and 399,513 restricted shares issued upon the early exercise of unvested options have been excluded from the calculation of EPS, as

As of March 31, 2022 and 2021, 8,566,666 and 229,841, respectively, outstanding common stock warrants were excluded from the calculation of EPS, as their impact would be anti-dilutive. As of March 31, 2021, outstanding preferred stock warrants were excluded from the calculation of EPS, as their impact, which would be equivalent to 381,306 shares of common stock on an “as converted” basis, would be anti-dilutive.

As of March 31, 2021, 117,886,982 outstanding convertible preferred shares were excluded from the calculation of EPS, as their impact, which would be equivalent to 121,038,967 shares of common stock on an “as converted” basis, would be anti-dilutive.

The Chief Executive Officer of our Company also serves as the chairman of the board of directors of Idealab. Idealab, a minority owner of Heliogen’s outstanding voting stock through its wholly owned subsidiary, Idealab Holdings, is a party to a lease with the Company and provides various services through service agreements which include accounting, human resources, legal, information technology, marketing, public relations, and certain other operational support and executive advisory services. On occasion, Idealab may pay for certain expenses on our behalf, for which we reimburse Idealab. These expenses, include parking, postage, tax return preparation fees, patent fees, corporate filing fees, press release costs and other miscellaneous charges and are not considered related party transactions. No such expenses were paid on our behalf nor reimbursements made during the three months ended March 31, 2022 and March 31, 2021. All expenses or amounts paid to Idealab pursuant to these agreements are reported within selling, general, and administrative (“SG&A”) in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

In May 2021, Heliogen sub-leased a portion of its office space in Pasadena, CA to Idealab for a term of seven years. The sub-lease has an initial annual base rent of approximately $150,000 and contains a 3% per annum escalation clause. The sub-lease is subject to termination by either party upon six months prior written notice. Concurrently with the parties’ entering into the sub-lease agreement, Idealab and Heliogen also entered into certain property management and shared facilities staffing agreements, which provide that Heliogen pays Idealab approximately $3,000 per month for building management services and approximately $13,000 per month for shared facilities staff and services (with proportional reimbursement of salaries). Such agreements are subject to termination right by either party with 90 days prior written notice. For the three months ended March 31, 2022, we recognized $39,000 in rental revenue reported within other expense, net in our Condensed Consolidated Statements of Operations and Comprehensive Loss.

			Three Months Ended March 31,
$ in thousands			2022						2021
Administrative services provided by Idealab			$	133					$	288

9.    Commitments and Contingencies

We are involved in various claims and lawsuits arising in the normal course of business, including proceedings involving tort and other general liability claims, and other miscellaneous claims. We recognize a liability when we believe the loss is probable and reasonably estimable. We currently believe that the ultimate outcome of such lawsuits and proceedings will not, individually or in the aggregate, have a material effect on our condensed consolidated financial statements as of and for the three months ended March 31, 2022.

10.    Fair Value of Financial Instruments

Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants and is generally classified in one of the following categories:

Level 1 — Fair value is based on quoted prices for identical instruments in active markets.

Level 2 — Fair value is based on quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

Level 3 — Fair value is based on valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The Company’s assets and liabilities measured at fair value on a recurring basis are summarized in the following table by fair value measurement level:

$ in thousands
Description						Level						March 31, 2022						December 31, 2021
Assets:
Investments						1						$	133,153					$	32,332
Liabilities:
Public Warrants						1						$	10,250					$	14,167
Private Warrants						2						$	287					$	396

11.    Investments

Investments in fixed maturity securities as of March 31, 2022 and December 31, 2021 are classified as available-for-sale and are summarized in the table below:

$ in thousands						March 31, 2022																		December 31, 2021
Investment type						Amortized Cost						Unrealized (Losses)						Fair Value						Amortized Cost						Unrealized (Losses)						Fair Value
Corporate bonds						$	30,154					$	(139)					$	30,015					$	32,349					$	(17)					$	32,332
Commercial paper						81,037						(226)						80,811						—						—						—
U.S. treasury bills						22,358						(31)						22,327						—						—						—
Total(1)						$	133,549					$	(396)					$	133,153					$	32,349					$	(17)					$	32,332

(1)As of March 31, 2022, approximately $128.3 million have original maturities of ninety-one to 365 days and is disclosed as investments on our Condensed Consolidated Balance Sheets, and approximately $4.9 million of U.S. treasury bills with a maturity over one year is included within other long-term assets on the Condensed Consolidated Balance Sheets. The total balance as of December 31, 2021, have original maturities of ninety-one to 365 days and is disclosed as investments on our Condensed Consolidated Balance Sheets.

There were no credit losses recognized for the three months ended March 31, 2022 and March 31, 2021, and no allowance for credit losses as of March 31, 2022 and December 31, 2021. There were no realized gains or losses on investments during the three months ended March 31, 2022 and March 31, 2021

12.    Supplemental Cash Flow Information

			Three Months Ended March 31,
$ in thousands			2022						2021
Supplemental disclosures:
Cash paid for interest			$	—					$	3
Non-cash investing and financing activities:
Right-of-use assets obtained in exchange for new operating lease liabilities			$	201					$	—
Right-of-use asset removed upon lease termination			306						—
Fair value of Project Warrants and Collaboration Warrants recognized in equity			9,339						—
Capital expenditures incurred but not yet paid			19						22

The following reconciles cash, cash equivalents and restricted cash:

			March 31,
$ in thousands			2022						2021
Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents			$	63,615					$	62,919
Restricted cash			1,500						—
Total cash, cash equivalents and restricted cash			$	65,115					$	62,919

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 our condensed consolidated financial statements and related notes included in Part I Item 1 in this Quarterly Report on Form 10-Q, and the section titled “Cautionary Note Regarding Forward-Looking Statements” included in the fore-part in this Quarterly Report on Form 10-Q.

Heliogen is a leader in next generation concentrated solar energy (“CSE”) technology. We are developing a modular, A.I.-enabled, concentrated solar 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. Our unique system will have the ability to cost-effectively generate and store thermal energy at very high temperatures. The ability to produce high-temperature heat, and the inclusion of thermal energy storage, distinguishes our solution from clean energy provided by typical photovoltaic (“PV”) and wind installations which do not produce thermal energy and are only able to produce energy intermittently unless battery storage is added. The system will be configurable for several applications, including the carbon-free generation of clean power (electricity), industrial-grade heat (for use in industrial processes), and green hydrogen, based on a customer’s needs.

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:

•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.

On March 28, 2022, Heliogen entered into a series of commercial agreements (collectively, the ‘”Agreements”) with

Key Development Milestone - Supercritical CO2 Power Generation System

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.

Revenue - For our contracts with customers, we recognize revenue over time using the incurred costs method for projects under development and engineering and design services. For government grants, we recognize grant revenue based on the amounts determined to be reimbursable for costs, including permitted indirect costs, incurred during a given period and we have reasonable assurance of the funds being received under the grant.

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 - 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.

						Three Months Ended March 31,
$ in thousands						2022						2021
Revenue						$	3,539					$	516
Cost of revenue:
Cost of revenue						3,524						516
Provision for contract losses						33,737						—
Total cost of revenue						37,261						516
Gross loss						(33,722)						—
Operating expenses:
Selling, general, and administrative						20,395						2,152
Research and development						9,605						1,608
Total operating expenses						30,000						3,760
Operating loss						(63,722)						(3,760)
Other income (expense):
Interest income, net						194						40
Gain (loss) warrant remeasurement						4,026						(303)
Other expense, net						(76)						(33)
Net loss before taxes						(59,578)						(4,056)
Income tax benefit						610						—
Net loss						(58,968)						(4,056)
Total comprehensive loss						$	(59,348)					$	(4,068)

During the three months ended March 31, 2022, we recognized revenue of $3.5 million driven primarily by project revenue for work associated with the development and planned deployment of our technology and product offerings on a commercial scale, including $1.5 million of grant revenue recognized under the DOE Award. Under a commercial-scale demonstration agreement (the “Project Agreement”) executed with a customer in March 2022, we will complete the engineering, procurement, and construction of a new 5 MWe concentrated solar energy facility to be built in Mojave, California (the “Facility”) for customer’s use in testing, research and development. The Facility is expected to serve as a fully operational model for the customer’s use in demonstrating the Company’s technology and product offerings at a commercial scale to aid in the development, engineering, and construction of larger, commercial scale facilities under separate agreements between the Company and the customer or other third-party customers.

We recognized gross loss of $33.7 million during the three months ended March 31, 2022 driven primarily by recognition of a contract loss of $32.9 million related to the Project Agreement and Facility. The contract loss recognized during the first quarter reflects our best estimate as of March 31, 2022 of the full expected loss on the entire facility given consideration expected to be realized under the Project Agreement (net of the fair value of related warrants grant to the customer) and the DOE Award. Revenue expected to be recorded for the Mojave, California project is approximately $84.5 million over the full term of the project, of which $42.6 million is identified as noncancelable at March 31, 2022. Our cost estimates as of March 31, 2022 for the anticipated final scope of the facility are subject to further refinement as we continue detailed engineering and design with the customers, obtain firm pricing from subcontractors, order long-lead items, and better understand short- and long-term commodity and market impacts on cost inputs to the Project Agreement and Facility. As a result, the actual loss for the Project Agreement and Facility could vary from our current estimates.

During the three months ended March 31, 2021, we recognized revenue of $0.5 million and no gross profit or loss associated with an engineering and design services contract.

SG&A increased approximately $18.2 million, from $2.2 million for the three months ended March 31, 2021 to $20.4 million for the three months ended March 31, 2022. The increase was primarily driven by our growth to support commercial operations, resulting in higher headcount and related employee expenses of approximately $14.3 million, professional and consulting services to support public company readiness efforts of $2.1 million, and facilities and office related expenses of $1.8 million due to increased space requirements in our Pasadena, California and Long Beach, California facilities.

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.

R&D expense increased $8.0 million, from $1.6 million for the three months ended March 31, 2021 to $9.6 million for the three months ended March 31, 2022. The increase was primarily due to headcount growth and related consulting services associated with our efforts to ramp up and further develop our commercial-scale offering.

As part of the Business Combination, we assumed the outstanding public and private warrants of Athena, which are accounted for at fair value based on the closing share price of the Company’s common stock. We incurred a $4.0 million gain during the three months ended March 31, 2022 related to the change in valuation on our warrant liabilities, compared to a loss of $0.3 million during the three months ended March 31, 2021.

With the funds raised in connection with the Business Combination, we believe that our existing liquidity should provide the ability to meet our contractual obligations and continue our current R&D efforts and development of our first commercial facilities and will be sufficient to meet our near-term cash requirements. However, we could potentially use these available financial resources sooner than expected due to delays in project execution or higher than anticipated costs and, thus we may need to incur additional indebtedness or issue additional equity to meet our operating needs. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in developing our new technologies, this could reduce our ability to compete successfully and harm our business, growth and results of operations. While we believe we will meet longer-term expected future cash requirements and obligations through a combination of our existing cash and cash equivalent balances, cash flow from operations, and issuances of equity securities or debt offerings, our future capital requirements and the adequacy of available funds will depend on many factors, including those disclosed in Part I, Item 1A in our 2021 Form 10-K/A for the year ended December 31, 2021.

						Three Months Ended March 31,
$ in thousands						2022						2021
Net cash used in operating activities						$	(22,673)					$	(625)
Net cash used in investing activities						(102,728)						(27,796)
Net cash (used in) provided by financing activities						(1,065)						73,006

Net cash used in operating activities was $22.7 million for the three months ended March 31, 2022 compared to $0.6 million cash used in operating activities for the three months ended March 31, 2021, resulting in a $22.0 million increase in use of operating cash. Cash flows used in operating activities result primarily from Heliogen’s ramp-up of operations and increases in headcount and are also affected by changes in operating assets and liabilities which consist primarily of working capital balances for our projects. Working capital levels may vary and are impacted by the stage of completion and commercial terms of projects. The primary components of our working capital accounts are accounts receivable, contract assets, accounts payable, and contract liabilities.

For the three months ended March 31, 2022, cash used in investing activities was $102.7 million and consisted of cash invested in available-for-sale debt securities of $122.5 million offset by proceeds from maturities of available-for-sale debt securities of $21.1 million, and $1.4 million for capital expenditures primarily comprised of $0.9 million in machinery, equipment and improvements for our new Long Beach manufacturing facility and $0.4 million in office and computer equipment to support our headcount growth. Cash used in investing activities for the three months ended March 31, 2021 was $27.8 million and primarily represents cash invested in available-for-sale debt securities.

Cash used in financing activities totaled $1.1 million for the three months ended March 31, 2022, driven primarily by $1.3 million transaction costs paid related to the Business Combination, which were previously accrued at December 31, 2021, slightly offset by $0.2 million cash received from the exercise of stock options. Cash provided by financing activities totaled $73.0 million for the three months ended March 31, 2021 and was due primarily to $73.2 million cash received from the issuance of the SAFE instruments, $0.2 million cash received from the exercise of stock options, slightly offset by $0.4 million for repayment of the Paycheck Protection Program loan received in 2020.

There have been no material changes to our discussion of critical accounting estimates from those set forth in our 2021 Annual Report on Form 10-K/A for the year ended 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.

•We did not design or maintain an effective control environment specific to the areas of financial reporting and its close process, including effective review of technical accounting matters.

•We did not design or maintain an effective control environment to ensure proper segregation of duties, including separate review and approval of journal entries and access within our accounting system.

•During the first quarter of 2022, we continued the implementation of additional functionality within our company-wide enterprise resource planning system.

•We engaged a large multinational accounting firm to provide certain advisory and internal audit services, under the oversight of the audit committee of our board of directors, including, but not limited to, advising on the remediation of the material weaknesses identified above, performing a comprehensive internal controls gap assessment, assist in further enhancement and development of the Company’s business processes, and perform testing of internal controls, as applicable. We expect all of these services will significantly enhance our internal controls environment and provide a basis on which management can assess and conclude upon the remediation of the material weaknesses.

•We developed and improved recurring accounting processes providing more timely and detailed review of complex and routine areas, including internal stakeholder engagement to timely and accurately identify new or complex transactions.

Information relating to various commitments and contingencies is described in Note 13 to our condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Exhibit Number

Description

Incorporated by Reference

Form

File No.

Exhibit

Filing Date

3.1

Second Amended and Restated Certificate of Incorporation of Heliogen, Inc.

8-K

001-40209

3.1

January 6, 2022

3.2

Amended and Restated Bylaws of Heliogen, Inc.

8-K

001-40209

3.2

January 6, 2022

4.1

Specimen Common Stock Certificate of Heliogen, Inc.

8-K

001-40209

4.1

January 6, 2022

4.2

Form of Warrant Certificate of Heliogen, Inc.

S-1

001-40209

4.2

January 24, 2022

4.3

Warrant Agreement, dated March 16, 2021, by and between Athena Technology Acquisition Corp. and Continental Stock Transfer & Trust Company.

8-K

001-40209

4.1

March 22, 2021

10.1*†

Collaboration Agreement-Australia, dated March 28, 2022, by and between Heliogen Holdings, Inc. and Woodside Energy Technologies Pty. Ltd.

10.2*†

Commercial-Scale Demonstration Agreement, dated March 28, 2022, by and between Heliogen, Inc. and Woodside Energy (USA) Inc.

Exhibit Number

Description

Incorporated by Reference

Form

File No.

Exhibit

Filing Date

10.3*

Warrant to Purchase Class A Common Stock of Heliogen, Inc. in connection with Commercial-Scale Demonstration Agreement, dated March 28, 2022, by and between Heliogen, Inc. and Woodside Energy (USA) Inc.

10.4*

Warrant to Purchase Class A Common Stock of Heliogen, Inc. in connection with Collaboration Agreement, dated March 28, 2022, by and between Heliogen, Inc. and Woodside Energy (USA) Inc.

31.1*

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*

Inline XBRL Instance Document

101.CAL*

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.SCH*

Inline XBRL Taxonomy Extension Schema Document.

101.DEF*

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*

Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE*

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104*

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

						Heliogen, Inc.
						/s/ Bill Gross
						Bill Gross
						Chief Executive Officer
Dated:			May 23, 2022			(Principal Executive Officer)
						/s/ Christiana Obiaya
						Christiana Obiaya
						Chief Financial Officer
Dated:			May 23, 2022			(Principal Financial Officer and Principal Accounting Officer)