ATHENA TECHNOLOGY ACQUISITION CORP. : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On July 7, 2021, Athena Technology Acquisition Corp., a Delaware corporation ("Athena"), announced that it executed a Business Combination Agreement, dated as of July 6, 2021, with Heliogen, Inc., a Delaware corporation ("Heliogen"), and HelioMax Merger Sub, Inc., a Delaware corporation ("HelioMax Merger Sub") (such business combination agreement, the "BCA," and such business combination, the "Business Combination"). Capitalized terms used in this Current Report on Form 8-K (this "Current Report") but not otherwise defined herein have the meanings given to them in the BCA.

This Current Report on Form 8-K provides a summary of the BCA and certain other agreements entered into (and certain agreements to be entered into) in connection with the Business Combination. The descriptions of these agreements do not purport to be complete and are qualified in their entirety by the terms and conditions of such agreements or the forms thereof, as applicable, copies of which are filed as Exhibits 2.1, 10.1, 10.2 and 10.3 hereto and are incorporated by reference herein.

Business Combination Agreement

The below descriptions of the BCA and the transactions contemplated thereby are not complete and are subject to, and qualified in their entirety by reference to, the actual agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 2.1, and the terms of which are incorporated herein by reference. The BCA has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about Athena, Heliogen or HelioMax Merger Sub. In particular, the assertions embodied in the representations and warranties in the BCA were made as of the date of the BCA or other specified date, were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the BCA, may be subject to a contractual standard of materiality different from what might be viewed as material to investors, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the BCA are not necessarily characterizations of the actual state of facts about Heliogen or HelioMax Merger Sub at the time they were made or otherwise and should only be read in conjunction with the other information that Athena makes publicly available in reports, statements and other documents filed with the Securities and Exchange Commission ("SEC"). In addition, the representations, warranties, covenants and agreements and other terms of the BCA may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other terms may change after the date of the BCA, which subsequent information may or may not be fully reflected in Athena's public disclosures.

The BCA

Pursuant to the terms of the BCA, Athena will acquire Heliogen through the statutory merger of HelioMax Merger Sub with and into Heliogen, with Heliogen surviving the merger as a wholly owned subsidiary of Athena (the "Merger"). At the effective time of the Merger, each share of Heliogen common stock will be canceled and converted into the right to receive a number of shares of Class A Common Stock, par value $0.0001 per share, of Athena (the "Athena Common Stock") equal to the Exchange Ratio. The Exchange Ratio will be equal to the Aggregate Merger Consideration divided by the sum of the aggregate number of shares of Heliogen common stock (including shares of Company Restricted Stock (as defined in the BCA)) that are issued and outstanding immediately prior to the effective time of the Merger (and, for the avoidance of doubt, following the Company SAFE Conversion, the Company Warrant Conversion and the Company Preferred Conversion (all as defined in the BCA)) and the aggregate number of shares of Heliogen common stock issuable upon the full exercise, settlement, exchange or conversion of Heliogen options and Heliogen restricted stock unit awards to purchase Heliogen common stock outstanding immediately prior to the effective time of the Merger. The Aggregate Merger Consideration shall be approximately 185,000,000 shares of Athena Common Stock (or approximately $1,850,000,000 in shares of Athena Common Stock), subject to certain adjustments. Adjustments to the Aggregate Merger Consideration will be made for the Aggregate Company Option Exercise Price, the amount of Company Closing Debt and the amount of Company Closing Cash.

Representations and Warranties

The BCA contains customary representations and warranties of the parties thereto with respect to, among other things, (i) entity organization, formation and authority, (ii) capital structure, (iii) authorization to enter into such agreements, (iv) no conflicts and required filings and consents (v) licenses and permits, (vi) information privacy and security compliance, (vii) financial statements, (viii) absence of changes, (ix) litigation, (x) employee matters, (xi) real property, (xii) intellectual property, (xiii) taxes, (xiv) environmental matters, (xv) material contracts, (xvi) international trade laws, (xvii) insurance, (xviii) transactions with affiliates and (xix) brokers.

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Covenants

The BCA includes customary covenants of the parties with respect to the operation of their respective businesses prior to the consummation of the Business Combination, as applicable, and efforts to satisfy the conditions to consummation of the Business Combination. The BCA also contains additional covenants of the parties, including, among others, covenants providing for the parties to use their reasonable best efforts to obtain all permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts to fulfill the conditions therein, as set forth in the BCA, and for the preparation and filing of a registration statement on Form S-4 relating to the Business Combination and containing a proxy statement of Athena.

Incentive Plan

In connection with the Business Combination, Athena will adopt, subject to the approval of the stockholders of Athena, an equity incentive award plan for Athena with an initial award pool of Athena Common Stock equal to five percent (5%) of the aggregate number of shares of Athena Common Stock and securities convertible into or exercisable for shares of Athena Common Stock outstanding as of immediately after the Closing (rounded up to the nearest whole share), which plan shall include an "evergreen" provision pursuant to which such award pool will automatically increase for a period of ten years, commencing on January 1, 2022 and ending on (and including) January 1, 2031, by an amount equal of up four percent (4%) of the shares of Athena Common Stock outstanding on December 31 of the preceding year.

Stock Purchase Plan

In connection with the Business Combination, Athena will adopt, subject to the approval of the stockholders of Athena, an employee stock purchase plan for Athena with an initial award pool of Athena Common Stock equal to two percent . . .

Item 3.02 Unregistered Sales of Equity Securities

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K (this "Current Report") is incorporated by reference herein. The shares of Athena Common Stock to be issued in connection with the BCA, the Sponsor Support Agreement and the Subscription Agreement and the transactions contemplated thereby will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering.

Item 7.01 Regulation FD Disclosure.

On July 7, 2021, Athena and Heliogen issued a joint press release announcing the BCA. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Furnished as Exhibit 99.2 hereto and incorporated into this Item 7.01 by reference is the investor presentation that Athena and Heliogen have prepared for use in connection with the announcement of the Business Combination.

Furnished as Exhibit 99.3 hereto is a copy of the Investor Conference Call Transcript regarding the Business Combination, dated July 7, 2021.

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Furnished as Exhibit 99.4 hereto is a copy of the article, "Concentrated Solar Power Firm Heliogen to Go Public in $2 Billion SPAC Merger" by Amrith Ramkumar that was published in the Wall Street Journal, Finance section, on July 6, 2021.

Furnished as Exhibit 99.5 hereto are social media posts made on July 6, 2021 by Isabelle Freidheim, Chair of Athena's board of directors, to her personal LinkedIn account. Furnished as Exhibits 99.6 hereto are social media posts made on July 6, 2021 by Bill Gross, Chief Executive Officer of Heliogen, to his personal Twitter Account.

The foregoing (including Exhibits 99.1 and 99.2) is being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of Athena under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings.

Additional Information and Where to Find It

In connection with the proposed Business Combination, Athena intends to file with the SEC a registration statement on Form S-4 containing a preliminary proxy statement and a preliminary prospectus of Athena, and after the registration statement is declared effective, Athena will mail a definitive proxy statement/prospectus relating to the proposed Business Combination to its stockholders. This Current Report on Form 8-K does not contain all the information that should be considered concerning the proposed Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. Additional information about the proposed Business Combination and related transactions will be described in Athena's combined proxy statement/prospectus relating to the proposed Business Combination and the respective businesses of Athena and Heliogen, which Athena will file with the SEC. The proposed Business Combination and related transactions will be submitted to stockholders of Athena for their consideration. Athena's stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with Athena's solicitation of proxies for its special meeting of stockholders to be held to approve, among other things, the proposed Business Combination and related transactions, because these materials will contain important information about Heliogen, Athena and the proposed Business Combination and related transactions. When available, the definitive proxy statement/prospectus and other relevant materials for the proposed Business Combination will be mailed to stockholders of Athena as of a record date to be established for voting on the proposed Business Combination and related transactions.

Stockholders may also obtain a copy of the preliminary or definitive proxy statement/prospectus, once available, as well as other documents filed with the SEC by Athena, without charge, at the SEC's website located at www.sec.gov or by directing a request to Secretary at Athena Technology Acquisition Corp., 125 Townpark Drive, Suite 300, Kennesaw Georgia 30144, or by telephone at [phone].

Participants in the Solicitation

Heliogen, Athena and their respective directors and executive officers and other persons may be deemed to be participants in the solicitations of proxies from Athena's stockholders in respect of the proposed Business Combination and related transactions. Information regarding Athena's directors and executive officers is available in its Form S-1 filed with the SEC on February 5, 2021. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be contained in the preliminary and definitive proxy statements/prospectus related to the proposed Business Combination and related transactions when it becomes available, and which can be obtained free of charge from the sources indicated above.

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Forward-Looking Statements:

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding Athena or Athena's management team's expectations, hopes, beliefs, intentions, plans, prospects or strategies regarding the future, including possible business combinations. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this Current Report on Form 8-K are based on Athena's current expectations and beliefs of the management of Athena and/or Heliogen in light of their respective experience and their perception of historical trends, current conditions and expected future developments and their potential effects on Heliogen and Athena as well as other factors they believe are appropriate in the circumstances. There can be no assurance that future developments affecting Heliogen or Athena will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the parties) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including that the Athena stockholders will approve the transaction, the ability of the post-combination company to meet the NYSE listing standards, and that Heliogen will have sufficient capital upon the approval of the transactions to operate as anticipated. Should one or more of these risks or uncertainties materialize, or should any of Athena's assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Additional factors that could cause actual results to differ are discussed under the heading "Risk Factors" and in other sections of Athena's filings with the SEC, and in Athena's current and periodic reports filed or furnished from time to time with the SEC. All forward-looking statements in this Current Report on Form 8-K are made as of the date hereof, based on information available to Athena and/or Heliogen as of the date hereof, and Athena and/or Heliogen assumes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

No Offer or Solicitation

This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:



Exhibit   Description

2.1†        Business Combination Agreement, dated as of July 6, 2021, by and among
          Athena Technology Acquisition Corp., Heliogen, Inc. and HelioMax Merger
          Sub, Inc.
10.1*       Sponsor Support Agreement, dated as of July 6, 2021, by and among
          Athena Technology Acquisition Corp., Heliogen, Inc. and Athena
          Technology Sponsor LLC.
10.2*       Stockholder Support Agreement, dated as of July 6, 2021, by and among
          Athena Technology Acquisition Corp. and certain stockholders of
          Heliogen, Inc.
10.3        Form of Subscription Agreement
99.1        Press release, dated July 7, 2021
99.2        Investor Presentation, dated July, 2021
99.3        Heliogen Business Combination with Athena Technology Acquisition Corp.
          Investor Conference Call Transcript, dated July 7, 2021
99.4        Ramkumar, Amrith, "Concentrated Solar Power Firm Heliogen to Go Public
          in $2 Billion SPAC Merger," Wall Street Journal, Finance, July 6, 2021
99.5        Post of Isabelle Freidheim, Chair of Athena's board of directors, to
          her personal LinkedIn account.
99.6        Posts of Bill Gross, CEO of Heliogen, to his personal Twitter
          account

† Certain of the exhibits and schedules to this exhibit have been omitted in

accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish

supplementally a copy of all omitted exhibits and schedules to the SEC upon its

   request.

* Certain of the exhibits and schedules to this Exhibit have been omitted in

accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish

supplementally a copy of all omitted exhibits and schedules to the SEC upon its

   request.




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