Item 1.01 Entry into a Material Definitive Agreement.
On
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
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
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.
1 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
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
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
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
4
Furnished as Exhibit 99.4 hereto is a copy of the article, "Concentrated Solar
Power Firm Heliogen to Go Public in
Furnished as Exhibit 99.5 hereto are social media posts made on
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
Stockholders may also obtain a copy of the preliminary or definitive proxy
statement/prospectus, once available, as well as other documents filed with the
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
5
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
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.
6
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Exhibit Description 2.1† Business Combination Agreement, dated as ofJuly 6, 2021 , by and amongAthena Technology Acquisition Corp. ,Heliogen, Inc. andHelioMax Merger Sub, Inc. 10.1* Sponsor Support Agreement, dated as ofJuly 6, 2021 , by and amongAthena Technology Acquisition Corp. ,Heliogen, Inc. andAthena Technology Sponsor LLC . 10.2* Stockholder Support Agreement, dated as ofJuly 6, 2021 , by and amongAthena Technology Acquisition Corp. and certain stockholders ofHeliogen, Inc. 10.3 Form of Subscription Agreement 99.1 Press release, datedJuly 7, 2021 99.2 Investor Presentation, dated July, 2021 99.3 Heliogen Business Combination withAthena Technology Acquisition Corp. Investor Conference Call Transcript, datedJuly 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 ofIsabelle Freidheim , Chair of Athena's board of directors, to her personal LinkedIn account. 99.6 Posts ofBill 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
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
request. 7
© Edgar Online, source