Organization and Basis of Presentation | 1. Organization and Basis of Presentation Background 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 -effective Basis of Presentation 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. Emerging Growth Company Status 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 -emerging -Frank -related 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 th -convertible -year Athena Business Combination 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 Closing Date, Athena changed its name from Athena Technology Acquisition Corp. to Heliogen, Inc. and Legacy Heliogen changed its named from Heliogen, Inc. to Heliogen Holdings, Inc. Conversion and Exchange of Equity in Business Combination • • • • 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 The following summarizes the number and ownership of the Company’s Common Stock outstanding following the consummation of the Business Combination: 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. (3) Shares attributable to Athena Technology Sponsor LLC (the “Sponsor”) received in exchange for the Class B common stock and private placement units (each unit comprising one share of common stock and one -third (4) Shares issued as consideration for anti -dilution 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 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: • • -combination • • • 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. Post combination, Heliogen Common Stock and warrants commenced trading on the New York Stock Exchange under the symbols “HLGN” and “HLGN.W,” respectively, on December 31, 2021. Reclassifications 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. Correction of Immaterial Errors 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 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 We previously revised revenue recognition for the three months ended March 31, 2021 resulting in a reduction of revenue and cost of sales of $0.2 million with corresponding increases to contract liabilities and research and development expense. This amount is included in the revisions summarized below. 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 As of As of As Initially Reported Adjustments As Revised As Initially 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 Three Months Ended Six Months Ended 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 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 ) Three Months Ended As Initially Reported Adjustments As Revised Revenue $ 591 $ (75 ) $ 516 Cost of sales 591 (75 ) 516 Gross profit — — — Selling, general and administrative 2,343 (191 ) 2,152 Research and development 1,533 75 1,608 Total operating expenses 3,876 (116 ) 3,760 Operating loss $ (3,876 ) $ 116 $ (3,760 ) Net loss $ (4,172 ) $ 116 $ (4,056 ) Total comprehensive loss $ (4,184 ) $ 116 $ (4,068 ) Loss per share – Basic $ (0.86 ) $ 0.02 $ (0.84 ) Loss per share – Diluted $ (0.86 ) $ 0.02 $ (0.84 ) The adjustments summarized above and below reduced the increases to Accumulated Deficit and Total Shareholders’ Deficit presented in the Condensed Consolidated Statements of Convertible Preferred Stock and Shareholders’ Deficit for the three months ended June 30, 2021 and March 31, 2021 by $0.2 million and $0.1 million, respectively. Condensed Consolidated Statements of Cash Flows (amounts in thousands) Six Months Ended Three Months Ended As Initially Reported Adjustments As Revised As Initially Reported Adjustments As Revised Net loss $ (60,935 ) $ 546 $ (60,389 ) $ (4,172 ) $ 116 $ (4,056 ) Changes in asset and liabilities: Accrued expenses and other current liabilities (1) 1,384 (271 ) 1,113 418 (191 ) 227 Contract liabilities 1,944 (275 ) 1,669 2,439 75 2,514 Net cash used in operating activities $ (8,502 ) $ — $ (8,502 ) $ (625 ) $ — $ (625 ) ____________ (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. Subsequent Events We have evaluated subsequent events, if any, that would require an adjustment to the consolidated financial statements or require disclosure in the notes to the consolidated financial statements through the date of issuance of the consolidated financial statements. Where applicable, the notes to these consolidated financial statements have been updated to discuss all significant subsequent events which have occurred. |