Athena Technology Acquisition Corp. Announces Business Combination with Heliogen, Inc., a Leading Provider of AI-Enabled Concentrated Solar Energy; Combined Company Expected to Be Listed on New York Stock Exchange
- Transaction 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
- 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
- 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
- Heliogen’s closed loop, AI-enabled technology is commencing commercialization with internationally recognized customers in the industrial, mining, and energy sectors
- Combination with all women-led Athena Technologies Acquisition Corp., pairs Heliogen’s company mission to revolutionize the energy industry with Athena’s emphasis on disruptive technology in complementary partnership
KENNESAW, GA & PASADENA, CA– Athena Technology Acquisition Corp. (“Athena”) (NYSE: ATHN), a special purpose acquisition company (SPAC), and Heliogen, Inc. (“Heliogen” or the “Company”), a leading provider of AI-enabled concentrated solar power, today announced that they have entered into a definitive agreement for a business combination. 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”.
Heliogen’s modular, AI-enabled, concentrated solar power plants have the potential to revolutionize the energy market by alleviating intermittency issues associated with renewable sources of power generation. Heliogen’s technology is designed to flatten the power generation curve by using concentrated solar power with storage to increase the availability of energy to industry. The Company’s proprietary heliostat layout and control system facilitate concentration of the sun’s rays and has the ability to generate temperatures at the point of focus that can exceed 1,000 degrees centigrade. This heat can then be captured and converted for industrial use, power generation, or to produce green hydrogen fuel, with the goal of providing near-24 hour renewable energy that could replace fossil fuels with concentrated sunlight. Heliogen is commencing the commercialization of its AI-enabled, concentrated solar power modules with internationally recognized customers in the industrial, mining, and energy sectors.
Athena, led by Chairwoman Isabelle Freidheim and CEO Phyllis Newhouse, is one of the only entirely women-led SPACs, with a diverse, all-female team of managers, advisors and investors. Athena’s mission-driven management team combines extensive investment and operational expertise with a history of founding and scaling companies to positions of industry leadership. Through the Heliogen combination, Athena Chief Executive Officer Phyllis Newhouse is believed to be the first woman of color in the U.S. to take a company public through a SPAC.
Heliogen’s leadership will remain intact immediately after closing, with Bill Gross continuing as Chief Executive Officer of the combined company. Mr. Gross will work alongside Heliogen’s current executive team, including veterans of SpaceX, McKinsey & Company, Bechtel, Idealab, Deutsche Bank, and NRG Energy. Phyllis Newhouse is anticipated to join the Board of Directors of the combined company, which will include representation from both Heliogen and Athena.
“We are excited to combine with Athena to leverage our collective expertise as we execute our strategy to accelerate Heliogen’s growth and scale our groundbreaking concentrated solar technology for the global energy market,” said Bill Gross, Founder and Chief Executive Officer of Heliogen. “I have been building companies nearly my entire life, and the opportunity that Heliogen’s technology represents, to decarbonize power generation, replace other carbon-intensive sources of industrial heat, and contribute to the cost efficient production of alternative fuels such as green hydrogen, is at the head of the pack in terms of its potential to make a positive impact on society. As economies and industries worldwide continue to decarbonize, I believe Heliogen’s AI-enabled technology will play an important role in supporting and making those goals reality.”
“We very much look forward to working with Bill and the entire team at Heliogen in the pursuit of a cleaner, decarbonized world,” said Phyllis Newhouse, Chief Executive Officer of Athena. “Chairwoman Isabelle Freidheim and I co-founded Athena with a mission to work with disruptive technology companies with the potential to advance industry, and even society, through innovation. Heliogen absolutely meets that standard, not only in terms of solar-power generation, but in its ability to produce other sources of clean energy that may replace fossil fuels. The company’s pioneering use of AI and its scalable approach to project development are exciting innovations, and we couldn’t be more proud to combine with Heliogen as a publicly traded company.”
The business combination is structured as a statutory merger of Athena and Heliogen, with Heliogen surviving the merger as a wholly owned subsidiary of Athena. 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.
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 proceeds are 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. These gross proceeds include investor commitments to purchase up to $165 million in shares of stock in Athena at $10.00 per share through a private investment in public equity (a “PIPE”), subject to satisfaction of customary closing conditions. Assuming no redemptions by Athena’s public stockholders and including anticipated proceeds from the PIPE, Athena estimates an initial pro forma implied enterprise value of the combined company immediately after closing of the business combination of approximately $2.0 billion.
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.
Investor Conference Call Information
Heliogen and Athena will host a joint investor conference call to discuss the proposed transaction today, Wednesday, July 7, 2021 at 8:30AM ET.
To listen to the prepared remarks via telephone from the U.S., dial 1-877-407-9039 and an operator will assist you. International investors may listen to the call by dialing 1-201-689-8470. A telephone replay will be available by dialing 1-844-512-2921 if in the U.S, and by dialing 1-412-317-6671 from outside the U.S. The PIN for access to the replay is 13721322. The replay will be available through July 21, 2021 at 11:59PM ET.
Athena will file the investor presentation relating to the proposed transaction with the U.S. Securities and Exchange Commission (the “SEC”) as an exhibit to a Current Report on Form 8-K prior to the call, which will be available on the SEC’s website at www.sec.gov. All materials can also be found at https://www.athena1.com.
Heliogen is a renewable energy technology company focused on empowering a sustainable future by eliminating the need for fossil fuels in all sectors of the economy. The company’s Sunlight Refinery™ aims to cost-effectively deliver near 24/7 carbon-free energy in the form of heat, power, and 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
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.
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