Merger ATHN.U

Heliogen goes public through merger with Athena Technology Acquisition Corp.

, SPAC Research

Athena Technology Acquisition Corp., and Heliogen, Inc., a leading provider of AI-enabled concentrated solar power, today announced that they have entered into a definitive agreement for a business combination.

The transaction is expected to accelerate and advance Heliogen’s mission to empower a sustainable future with low-cost, dispatchable concentrated solar energy as an affordable alternative to fossil fuels.

The transaction implies pro forma enterprise value of the combined company of $2 billion and is estimated to provide gross proceeds at closing of up to approximately $415 million to the combined company, including estimated proceeds from a $165 million fully-committed Class A common stock PIPE, anchored by existing and new investors including funds and accounts managed by Counterpoint Global (Morgan Stanley), Salient Partners, Saba Capital, and the XCarb Innovation Fund of ArcelorMittal.

The proceeds expected to be used to scale heliostat manufacturing, to support research and development efforts on next generation heliostat technology, to support global project development, and to fund the balance sheet.

The transaction is anticipated to generate gross proceeds of up to approximately $415 million of cash, assuming no redemptions by Athena’s public stockholders.

The gross proceeds include investor commitments to purchase up to $165 million in shares of stock in Athena at $10.00 per share through a PIPE, subject to satisfaction of customary closing conditions.

The transaction has been unanimously approved by the boards of Heliogen and Athena. Completion of the proposed transaction is subject to customary closing conditions, including the approval of Athena’s and Heliogen’s respective stockholders and regulatory approvals, and is expected to occur in the fourth calendar quarter of 2021.

Cohen & Company Capital Markets (a division of J.V.B. Financial Group, LLC), is serving as financial advisor to Athena. Barclays is serving as financial advisor to Heliogen. Cohen & Company Capital Markets is also serving as placement agent to Athena. DLA Piper LLP (US) is serving as legal advisor to Athena. Cooley LLP is acting as legal advisor to Heliogen.

Following the business combination, Athena expects to be renamed “Heliogen, Inc.” and will remain listed on the NYSE under the new ticker symbol “HLGN”.

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