Heliogen, Inc. entered into a non-binding letter of intent to acquire Athena Technology Acquisition Corp. (NYSE:ATHN) from Athena Technology Sponsor LLC and others for $1.8 billion in a reverse merger transaction on April 23, 2021. Heliogen, Inc. entered into a definitive agreement to acquire Athena Technology Acquisition Corp. (NYSE:ATHN) from Athena Technology Sponsor LLC and others for $1.8 billion in a reverse merger transaction on July 6, 2021. The aggregate merger consideration will be 185 million shares of Athena common stock, subject to certain adjustments. All of Heliogen's stockholders are expected to rollover their equity into the combined company and to receive shares of Athena Class A common stock at closing as consideration. Post closing, Heliogen shareholder will own 78.3% stake in pro forma company, Athena Technology shareholders will own approximately 10.6% stake, PIPE investors will own approximately 7% stake and Athena Technology founders will own approximately 4.1% stake in pro forma company. The transaction will be funded by a combination of Atena cash in trust, newly issued shares of Heliogen common stock and proceeds from PIPE. Following the business combination, Athena expects to be renamed “Heliogen, Inc.” and will remain listed on the New York Stock Exchange under the new ticker symbol “HLGN” and "HLGNW".

Heliogen's leadership will remain intact immediately after closing, with Bill Gross continuing as Chief Executive Officer of the combined company. Phyllis Newhouse is anticipated to join the Board of Directors of the combined company, which will include representation from both Heliogen and Athena. As of November 29, 2021, Stacey Abrams and Phyllis Newhouse have been nominated to join Heliogen's Board of Directors upon closing of the transaction. Completion of the proposed transaction is subject to customary closing conditions, including the approval of Athena's and Heliogen's respective stockholders; regulatory approvals; the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; effectiveness of the Registration Statement of Athena; the shares of Athena Common Stock being listed on the New York Stock Exchange as of the closing date; Athena shall have net tangible assets of at least $5,000,001; all members of Heliogen's Board and of the Boards of Heliogen's subsidiaries (other than those identified as continuing directors) have executed written resignations effective as of the effective time; and all parties to the Registration Rights and Lock-Up Agreement shall have delivered to Athena copies of the Registration Rights and Lock-Up Agreement duly executed by such parties. The transaction has been unanimously approved by the boards of Heliogen and Athena. As of December 2, 2021, Athena Technology Acquisition Corp. and Heliogen announce effectiveness of registration statement. As of December 9, 2021, Athena Technology Acquisition reminds its shareholders to vote in favor of the business combination at extraordinary general meeting of ATHN shareholders to be held on December 28, 2021. As of December 28, 2021, Athena Technology Acquisition Corp. stockholder approved the Business Combination The transaction is expected to occur in the fourth calendar quarter of 2021. As of December 28, 2021, the business combination is expected to close on December 30, 2021

Cohen & Company Capital Markets, LLC acted as the financial advisor to Athena. Barclays is serving as financial advisor to Heliogen. Cohen & Company Capital Markets is also serving as placement agent to Athena. Gerry Williams of DLA Piper LLP (US) is serving as legal advisor to Athena. Dave Young, Garth Osterman and David Peinsipp of Cooley LLP is acting as legal advisor to Heliogen. Michael Dorf of Shearman & Sterling LLP, Investment Banking Arm acted as financial advisor to the Board of Directors of Athena. BTIG, LLC acted as the financial advisor and fairness opinion provider to Athena. BTIG is entitled to receive a fee of $0.5 million, $0.125 million of which was due upon execution of the engagement letter and $0.375 million of which became due upon delivery of BTIG's opinion. Morrow & Co., LLC acted as the information agent to Athena and would receive a fee of $32,500 for its services. Continental Stock Transfer & Trust Company acted as the transfer agent to Athena in the transaction.

Heliogen, Inc. completed the acquisition of Athena Technology Acquisition Corp. (NYSE:ATHN) from Athena Technology Sponsor LLC and others in a reverse merger transaction on December 30, 2021. Upon closing, 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. The capital raised in this transaction will fund accelerated growth and help to globally scale game changing AI-enabled concentrated solar power technology. Heliogen's existing senior management team will continue to lead the combined company, also including Christie Obiaya (Chief Financial Officer), Steve Schell (Chief Technology Officer and Chief Engineer) and Tom Doyle (Chief Commercial Officer). Heliogen Inc.'s Board of Directors will be comprised of a majority of independent directors, namely also Paddy Padmanathan, Julie Kane, Robert Kavner and David Crane. Heliogen CEO Bill Gross will serve as the only non-independent director.