SEC Comment Letter 0000000000-23-006761 to Heliogen, Inc. (HLGN, HLGNW) (CIK 0001840292)
Heliogen, Inc. (HLGN, HLGNW) (CIK 0001840292)
Date: June 26, 2023 · CIK: 0001840292 · Accession: 0000000000-23-006761
AI Filing Summary & Sentiment
File numbers found in text: 333-271170
Letter
United States securities and exchange commission logo June 23, 2023 Christiana Obiaya Chief Executive Officer Heliogen, Inc. 130 West Union Street Pasadena, CA 91103 Re:Heliogen, Inc. Amendment No. 2 to Registration Statement on Form S-3 Filed June 9, 2023 File No. 333-271170 Dear Christiana Obiaya: We have reviewed your amended registration statement and have the following 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. Amendment No. 2 to Form S-3 Filed June 9, 2023 Selling Securityholders, page 30 1.We note in this amendment the addition of shares of common stock to be resold by Idealab Holdings, LLC. However, it does not appear that such shares have been reflected in the total number of shares that may be resold under this registration statement. Please revise.
FirstName LastNameChristiana Obiaya Comapany NameHeliogen, Inc. June 23, 2023 Page 2 FirstName LastName Christiana Obiaya Heliogen, Inc. June 23, 2023 Page 2 General 2.Please revise to clarify in the section “Statement Pursuant to Rule 429” the transactions being registered pursuant to this registration statement. In that regard, the statement regarding the securities and transactions to be registered in this registration statement does not appear to be consistent with the description on your prospectus cover page regarding the transactions to be registered. 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
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United States securities and exchange commission logo
June 23, 2023
Christiana Obiaya
Chief Executive Officer
Heliogen, Inc.
130 West Union Street
Pasadena, CA 91103
Re:Heliogen, Inc.
Amendment No. 2 to Registration Statement on Form S-3
Filed June 9, 2023
File No. 333-271170
Dear Christiana Obiaya:
We have reviewed your amended registration statement and have the following
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.
Amendment No. 2 to Form S-3 Filed June 9, 2023
Selling Securityholders, page 30
1.We note in this amendment the addition of shares of common stock to be resold by
Idealab Holdings, LLC. However, it does not appear that such shares have been reflected
in the total number of shares that may be resold under this registration statement. Please
revise.
FirstName LastNameChristiana Obiaya
Comapany NameHeliogen, Inc.
June 23, 2023 Page 2
FirstName LastName
Christiana Obiaya
Heliogen, Inc.
June 23, 2023
Page 2
General
2.Please revise to clarify in the section “Statement Pursuant to Rule 429” the transactions
being registered pursuant to this registration statement. In that regard, the statement
regarding the securities and transactions to be registered in this registration statement does
not appear to be consistent with the description on your prospectus cover page regarding
the transactions to be registered.
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