UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): December 29, 2021 (December 28, 2021)
Athena Technology Acquisition Corp.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-40209 | 85-4204953 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
125 Townpark Drive, Suite 300 Kennesaw, GA 30144 |
30144 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(970) 924-0046
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered |
||
| Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-third of one redeemable warrant | ATHN.U | The New York Stock Exchange | ||
| Class A common stock, $0.0001 par value | ATHN | The New York Stock Exchange | ||
| Redeemable Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share | ATHN.WS | The New York Stock Exchange |
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 28, 2021, Athena Technology Acquisition Corp., a Delaware corporation (the “Company”), held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, a total of 24,913,809 (70.15%) of the Company’s issued and outstanding shares of common stock held of record as of November 23, 2021, the record date for the Special Meeting, were present either in person (including by virtual presence online at the virtual Special Meeting) or by proxy, which constituted a quorum. The Company’s stockholders voted on the following proposals at the Special Meeting, each of which was approved and described in more detail in the Company’s definitive proxy statement/prospectus (file no. 333-258606), initially filed with the Securities and Exchange Commission on August 9, 2021, as amended and supplemented to date (the “S-4”). The final vote tabulation for each proposal is set forth below.
1. Business Combination Proposal. To approve and adopt the Business Combination Agreement, dated as of July 6, 2021 (as amended, the “Business Combination Agreement”), by and among the Company, HelioMax Merger Sub, Inc., a Delaware corporation (“HelioMax Merger Sub”) and Heliogen, Inc., a Delaware corporation (“Heliogen”), and approve the other transactions contemplated thereby (collectively, the “Business Combination”), including the merger of HelioMax Merger Sub with and into Heliogen, with Heliogen surviving the merger, and the issuance of common stock to holders of Heliogen’s capital stock as merger consideration. The final voting tabulation for this proposal was as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 22,766,362 | 2,112,922 | 34,525 | 0 | |||||||||||
2. The NYSE Stock Issuance Proposal. To approve, for purposes of complying with applicable listing rules of the New York Stock Exchange (“NYSE”), the issuance of more than 20% of the Company’s issued and outstanding common stock in connection with the Business Combination, and the transactions contemplated by the Subscription Agreements (as defined in the S-4), including approximately 202,500,000 shares of common stock (as may be adjusted in accordance with the Business Combination Agreement) to holders of Heliogen’s capital stock, 16,500,000 shares of common stock to investors in a private placement and 510,000 shares of common stock to Athena Technology Sponsor, LLC, a Delaware limited liability company, pursuant to the Sponsor Support Agreement (as defined in the S-4). The final voting tabulation for this proposal was as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 22,745,033 | 2,128,829 | 39,947 | 0 | |||||||||||
3. Charter Amendment Proposal. To approve certain changes, including but not limited to changing the post-combination company’s corporate name from “Athena Technology Acquisition Corp.” to “Heliogen, Inc.,” increasing the number of shares authorized for issuance and eliminating certain provisions specific to the Company’s status as a blank check company. The final voting tabulation for this proposal was as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 22,761,281 | 2,113,570 | 38,958 | 0 | |||||||||||
1
4. The Incentive Plan Proposal. To approve the Heliogen, Inc. 2021 Equity Incentive Plan, including the authorization of the initial share reserve under the Heliogen, Inc. 2021 Equity Incentive Plan. The final voting tabulation for this proposal was as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 21,850,661 | 3,014,608 | 48,540 | 0 | |||||||||||
5. The Employee Stock Purchase Plan Proposal. To approve the Heliogen, Inc. 2021 Employee Stock Purchase Plan. The final voting tabulation for this proposal was as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 22,752,452 | 2,118,804 | 42,553 | 0 | |||||||||||
6. Election of Directors Proposal. To consider and vote upon a proposal to elect, effective at the closing of the Business Combination, seven directors to serve staggered terms on the Company’s board of directors until the 2022, 2023 and 2024 annual meetings of the Company’s stockholders, respectively, and until their respective successors are duly elected and qualified. The final voting tabulation for this proposal was as follows:
| Nominee | Votes For |
Votes
Withheld |
Broker
Non-Votes |
|||||||||
| Bill Gross | 22,759,173 | 2,113,836 | 0 | |||||||||
| Phyllis W. Newhouse | 22,759,173 | 2,113,836 | 0 | |||||||||
| Stacey Abrams | 22,759,173 | 2,113,836 | 0 | |||||||||
| Paddy Padmanathan | 22,759,173 | 2,113,836 | 0 | |||||||||
| Julie M. Kane | 22,759,173 | 2,113,836 | 0 | |||||||||
| Robert Kavner | 22,759,173 | 2,113,836 | 0 | |||||||||
| David Crane | 22,759,173 | 2,113,836 | 0 | |||||||||
Item 7.01 Regulation FD Disclosure.
On December 28, 2021, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.
Additionally, 22,728,650 shares of the Company’s common stock were redeemed in connection with the Special Meeting.
The information in this Item 7.01, and in Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit | Description | |
| 99.1 | Press release, dated December 28, 2021 | |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 29, 2021
| By: | /s/ Phyllis W. Newhouse | |
| Name: | Phyllis W. Newhouse | |
| Title: | Chief Executive Officer |
3
Exhibit 99.1
Athena Technology Acquisition Corp. Announces Stockholder Approval of
Business Combination with Heliogen,
Inc.
KENNESAW, GA & PASADENA, CA (December 28, 2021) – Athena Technology Acquisition Corp. (NYSE: ATHN) (“ATHN”), a publicly-traded special purpose acquisition company, today announced that its stockholders voted to approve the previously announced business combination with Heliogen, Inc. (“Heliogen”) at ATHN’s special meeting of stockholders (the “Special Meeting”) held today, December 28, 2021.
More than 91% of the votes cast at the Special Meeting were in favor of the approval of the business combination. ATHN stockholders also voted to approve all other proposals presented at the Special Meeting. ATHN plans to file the results of the Special Meeting, as tabulated by an independent inspector of elections, on a Form 8-K with the Securities and Exchange Commission tomorrow.
Subject to the satisfaction of certain other closing conditions, the business combination is expected to close on December 30, 2021. Following the closing, the combined company will be renamed “Heliogen, Inc.” and its common stock and warrants are expected to commence trading on the New York Stock Exchange under the symbols “HLGN” and “HLGNW,” respectively, on December 31, 2021.
About Athena Technology Acquisition Corp.
Athena Technology Acquisition Corp. is an entirely women-led special purpose acquisition company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses in the technology, direct-to-consumer and fintech industries.
About Heliogen
Heliogen is a renewable energy technology company focused on eliminating the need for fossil fuels in heavy industry and powering a sustainable future. The company’s AI-enabled, modular concentrated solar technology aims to cost-effectively deliver near 24/7 carbon-free energy in the form of heat, power, or green hydrogen fuel at scale – for the first time in history. Heliogen was created at Idealab, the leading technology incubator founded by Bill Gross in 1996. For more information about Heliogen, please visit heliogen.com.
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Statements that are not historical in nature, including the words “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast” and other similar expressions are intended to identify forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination agreement; (ii) the outcome of any legal proceedings that may be instituted against Athena, Heliogen or others following announcement of the business combination; (iii) the inability to complete the transactions contemplated by the business combination agreement; (iv) the ability to obtain or maintain the listing of Heliogen’s common stock on the NYSE following the business combination; (v) the risk that the proposed transaction disrupts current plans and operations as a result of the announcement and consummation of the business combination; (vi) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, the ability of Heliogen to grow and manage growth profitably, maintain relationships with customers, compete within its industry and retain its key employees; (vii) costs related to the proposed business combination; (viii) changes in applicable laws or regulations; (ix) the effect of the COVID-19 pandemic on Heliogen’s business; (x) the ability of Heliogen to execute its business model, including market acceptance of its planned products and services and achieving sufficient production volumes at acceptable quality levels and prices; (xi) Heliogen’s ability to raise capital; (xii) the possibility that Heliogen may be adversely impacted by other economic, business, and/or competitive factors; and (xiii) future exchange and interest rates. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the registration statement on Form S-4, as amended through November 19, 2021, in the definitive proxy statement / prospectus, dated December 3, 2021 and other documents filed by Athena from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Athena and Heliogen assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Athena nor Heliogen gives any assurance that either Athena or Heliogen, or the combined company, will achieve its expectations.
Athena Technology Acquisition Corp. Contacts
For Media:
Berns Communications Group
AthenaPR@bcg-pr.com
(973) 727-8400
(917) 922-4435
Heliogen Contacts
For Media:
Press@Heliogen.com
For Investors:
Caldwell Bailey
ICR, Inc.
HeliogenIR@icrinc.com