Item
4.01 Changes in Registrant’s Certifying Accountant.
(a) Dismissal
of Independent Registered Public Accountant
On
June 2, 2022 (the “Dismissal Date”), the audit committee (the “Audit Committee”)
of the board of directors of Heliogen, Inc. (the “Company”) approved the dismissal of BDO
USA, LLP (“BDO”) as the Company’s independent registered public accounting firm and informed BDO
of such decision on the same date.
BDO’s
report of independent registered public accounting firm, dated March 31, 2022 (except for the effects of the restatement discussed in
Note 3, Government Grant paragraph in Note 2, grant revenue presented in Note 4, Income Taxes in Note 9 and Net Loss per Share in Note
11, which is dated May 23, 2022, in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2021, filed with
the Securities and Exchange Commission on May 23, 2022 (the “2021 Form 10-K/A”)), on the Company’s consolidated
balance sheets 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 to the financial statements did not contain
any adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainties, audit scope or accounting principles.
During
the fiscal years ended December 31, 2021 and 2020 and the subsequent interim period through June 2, 2022, there were no “disagreements”
(as such term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304) with BDO on any matter of
accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved
to the satisfaction of BDO would have caused BDO to make reference thereto in its reports on the Company’s or Heliogen Holdings
Inc.’s (“Legacy Heliogen”) financial statements for such periods and no there were no “reportable
events” (as such term is defined in Item 304(a)(1)(v) of Regulation S-K), except for (i) the material weaknesses in the Company’s
and Legacy Heliogen’s internal controls over financial reporting as disclosed in the 2021 Form 10K/A related to the Company and
Legacy Heliogen not designing or maintaining an effective control environment specific to the areas of financial reporting and its close
process, including effective review of technical accounting matters (e.g., revenue recognition), and proper segregation of duties, including
separate review and approval of journal entries and access within our accounting system, and (ii) as disclosed in the Company’s
Current Report on Form 8-K, dated May 17, 2022, the determination by the Audit Committee, based on the recommendation of, and after consultation
with, the Company’s management, and as discussed with BDO, to restate the Company’s previously issued audited financial statements
as of and for the year ended December 31, 2021, which financial statements were subsequently filed with the Company’s 2021 Form
10-K/A on May 23, 2022.
The
Company has provided BDO with a copy of the disclosures made by the registrant in this Item 4.01 in response to Item 304(a) of Regulation
S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and requested that BDO furnish
the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the registrant in this Item 4.01
in response to Item 304(a) of Regulation S-K under the Exchange Act and, if not, stating the respects in which it does not agree. A letter
from BDO is attached hereto as Exhibit 16.1.
(b) Newly
Appointed Independent Registered Public Accountant
On
June 2, 2022 (the “Engagement Date”), the Audit Committee approved the engagement of PricewaterhouseCoopers
LLP (“PwC”) as the Company’s independent registered public accounting firm to audit the Company’s
consolidated financial statements for the year ending December 31, 2022. The engagement of PwC is subject to the finalization of PwC's
client acceptance procedures.
During
the period from December 8, 2020 (the Company’s inception) through December 31, 2021 and the subsequent interim period through
and including June 2, 2022, neither the Company nor anyone acting on its behalf consulted PwC regarding either (i) the application
of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered
on the Company’s consolidated financial statements and neither a written report nor oral advice was provided to the Company by
PwC that PwC concluded was an important factor considered by the Company in reaching a decision as to such accounting, auditing, or financial
reporting issue; or (ii) any matter that was either the subject of a “disagreement” (as that term is defined in Item
304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item
304(a)(1)(v) of Regulation S-K).