Sec Form 13D Filing - Prime Movers Lab Fund I LP filing for Heliogen Inc. (HLGN) - 2023-06-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☒.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	The percentages used herein and in the rest of this Schedule 13D calculated based on 198,420,111 shares of common stock outstanding as of June 7, 2023, as reported in the Issuer’s Registration Statement on Form S-3/A filed with the Securities and Exchange Commission on June 9, 2023.

CUSIP NO.

42329E105

EXPLANATORY NOTE

This Amendment No. 2 (this “Amendment No. 2”) to the Statement on Schedule 13D (as amended, the “Statement”) is being filed with the Securities and Exchange Commission (the “Commission”) relating to the common stock, par value $.0001 per share of Heliogen, Inc., a corporation organized under the laws of the state of Delaware (the “Issuer”). This Amendment amends and supplements the Statement originally filed on February 13, 2023 with the Commission. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Statement. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.

Items 4(a) – (b)  are hereby amended to reflect the responses to Item 5 on each cover page.

 

As a result of the Proposal, the Reporting Persons may be deemed to have formed a “group,” within the meaning of Section 13(d)(3) of the Exchange Act, and Rule 13d-5(b)(1) thereunder, with William Gross, Idealab, a California corporation (“Idealab”), Idealab Holdings, LLC, a Delaware corporation (“Idealab Holdings”), and CRI (collectively, “Idealab”). Accordingly, the “group” may be deemed to beneficially own (and may be deemed to have shared voting and dispositive power over) an aggregate of 41,089,699 shares of Common Stock (including 5,360,329 shares issuable for vested and exercisable options within 60 days of June 9, 2023 beneficially held by Mr. Gross and with respect to which Mr. Gross has sole voting and dispositive power), representing approximately 20.7% of the outstanding shares of Common Stock as of June 7, 2023, reported as 198,420,111 shares in the Issuer’s Registration Statement on Form S-3/A filed with the Securities and Exchange Commission on June 9, 2023. The number of shares of Common Stock that may be beneficially owned by the group is based solely on the Schedule 13D/A filed by Idealab with the Commission on June 9, 2023. The filing of this Amendment No. 2 shall not be deemed an admission that the Reporting Persons are members of a “group” for purposes of Section 13(d) of the Exchange Act.

 

PRIME MOVERS LAB FUND I LP
By:	Prime Movers Lab GP I LLC
Its:	General Partner
By:	/s/ Taylor Frankel
Name:	Taylor Frankel
Title:	Authorized Person

PRIME MOVERS LAB GP I LLC
By:	Prime Movers Lab LLC
Its:	Managing Member
By:	/s/ Taylor Frankel
Name:	Taylor Frankel
Title:	Authorized Person

HELIOGEN PML SPV 1 LP
By:	Prime Movers Lab GP II LLC
Its:	General Partner
By:	/s/ Taylor Frankel
Name:	Taylor Frankel
Title:	Authorized Person

PRIME MOVERS LAB  LLC

By:	/s/ Taylor Frankel
Name:	Taylor Frankel
Title:	Authorized Person

	/s/ Dakin Sloss
	Dakin Sloss