SecProbe.io

United States securities and exchange commission logo
April 20, 2023
Christiana Obiaya
Chief Executive Officer
Heliogen, Inc.
130 West Union Street
Pasadena, CA 91103
Re:Heliogen, Inc.
Registration Statement on Form S-3
Filed April 6, 2023
File No. 333-271170
Dear Christiana Obiaya:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-3 filed April 6, 2023
General
1.Please revise to clarify the transactions being registered pursuant to this registration
statement. For example, the prospectus cover page indicates that the resale includes up to
8,333,333 shares of common stock issuable upon the exercise of 8,333,333 public
warrants. However, the resale of these shares is not included in the Selling Securityholders
table, and the registered resale of such shares also does not appear to be consistent with
the Initial Registration Statement referenced in the Explanatory Note.
2.It appears that the aggregate market value of the shares of your common stock held by
non-affiliates during the 60 days prior to April 6, 2023, did not exceed the $75 million
threshold that General Instruction I.B.1 of Form S-3 specifies. Please provide us with your
analysis demonstrating your ability to use Form S-3 pursuant to General Instruction

 FirstName LastNameChristiana Obiaya
 Comapany NameHeliogen, Inc.
 April 20, 2023 Page 2
 FirstName LastName
Christiana Obiaya
Heliogen, Inc.
April 20, 2023
Page 2
I.B.1.  Alternatively, if you are relying on General Instruction I.B.6 for S-3 eligibility,
please include the information required pursuant to Instruction 7 to General Instruction
I.B.6.
3.We note your legal opinion filed as Exhibit 5.1 to your registration statement opines only
upon the legality of common stock, preferred stock, debt securities and warrants.  Please
obtain and file a revised legality opinion that opines upon the legality of all securities to
be offered under the registration statement, and that also references the maximum
aggregate offering amount of the shelf offering. For example, we note that the legality
opinion does not opine upon the legality of the rights and units included in the shelf
offering, or the securities to be offered for resale.
4.We note the auditor’s consent included in Exhibit 23.1 makes reference to the company’s
annual report on Form 10-K for the year ended December 31, 2021.  Please file a revised
auditor's consent that makes reference to the proper annual report. In that regard, we note
that the audit report is included in the annual report on Form 10-K for the year ended
December 31, 2022.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Anuja A. Majmudar, Attorney-Advisor, at (202) 551-3844 or Laura
Nicholson, Special Counsel, at (202) 551-3584 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       John-Paul Motley