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Correspondence 0001213900-23-053563 from Heliogen, Inc. (HLGN, HLGNW) (CIK 0001840292)

Heliogen, Inc. (HLGN, HLGNW) (CIK 0001840292)
Date: June 30, 2023 · CIK: 0001840292 · Accession: 0001213900-23-053563

AI Filing Summary & Sentiment

File numbers found in text: 333-271170

Referenced dates: June 23, 2023

Date
June 30, 2023
Author
Heliogen
Form
CORRESP
Company
Heliogen, Inc. (HLGN, HLGNW) (CIK 0001840292)

Letter

VIA EDGAR Division of Corporation Finance Office of Energy & Transportation Attention: Anuja A. Majmudar Re: Heliogen, Inc. Amendment No. 2 to Registration Statement on Form S-3 Filed June 9, 2023 File No. 333-271170

Dear Ms. Majmudar and Ms. Nicholson:

We are in receipt of the letter dated June 23, 2023 from the staff (the “Staff”) of the U.S. Securities and Exchange Commission with respect to the above referenced Amendment No. 2 to Registration Statement on Form S-3 (the “Registration Statement”) of Heliogen, Inc. (the “Company”). We are responding to the Staff's comments included in the letter. For ease of reference, we have set forth the Staff's comments in bold italics and the Company’s responses below. Concurrently with the filing of this letter, the Company is filing its Amendment No. 3 to Registration Statement on Form S-3 (the “Amended Registration Statement”), which includes changes to reflect responses to the Staff’s comments and other updates.

Amendment No. 2 to Form S-3 filed June 9, 2023

General

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.

In response to the Staff’s comment, the Company has revised the selling stockholder table, the total number of shares that may be resold under the Registration Statement as well as the filing fee table attached as Exhibit 107 to the Amended Registration Statement to reflect the aggregate number of shares of common stock to be resold by Idealab Holdings, LLC. In filing the Amended Registration Statement, the Company has also revised the total number of shares that may be resold under the Registration Statement to reflect changes in holdings by certain selling stockholders as disclosed in recent Schedule 13D, Schedule 13G and Form 4 filings by such stockholders.

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.

In response to the Staff’s comment, the Company has revised the section titled “Statement Pursuant to Rule 429” to clarify the transactions being registered pursuant to the Registration Statement.

United States Securities and Exchange Commission

June 30, 2023

Page Two

We appreciate the Staff’s comment and request that the Staff contact John-Paul Motley of Cooley LLP, outside counsel to the Company, at (213) 561-2304 or via email at jpmotley@cooley.com, with any questions or comments regarding this letter.

Sincerely,
Heliogen,
Inc.

Show Raw Text
CORRESP
1
filename1.htm

HELIOGEN,
INC.

130
West Union Street

Pasadena,
CA 91103

June
30, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, N.E.

Washington,
D.C. 20549

Attention: Anuja
A. Majmudar

Laura
Nicholson

 Re: Heliogen,
                                            Inc.

Amendment
No. 2 to Registration Statement on Form S-3

Filed
June 9, 2023

File
No. 333-271170

Dear
Ms. Majmudar and Ms. Nicholson:

We
are in receipt of the letter dated June 23, 2023 from the staff (the “Staff”) of the U.S. Securities and Exchange Commission
with respect to the above referenced Amendment No. 2 to Registration Statement on Form S-3 (the “Registration Statement”)
of Heliogen, Inc. (the “Company”). We are responding to the Staff's comments included in the letter. For ease of reference,
we have set forth the Staff's comments in bold italics and the Company’s responses below. Concurrently with the filing of this
letter, the Company is filing its Amendment No. 3 to Registration Statement on Form S-3 (the “Amended Registration Statement”),
which includes changes to reflect responses to the Staff’s comments and other updates.

Amendment
No. 2 to Form S-3 filed June 9, 2023

General

 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.

In
response to the Staff’s comment, the Company has revised the selling stockholder table, the total number of shares that may be
resold under the Registration Statement as well as the filing fee table attached as Exhibit 107 to the Amended Registration Statement
to reflect the aggregate number of shares of common stock to be resold by Idealab Holdings, LLC. In filing the Amended Registration Statement,
the Company has also revised the total number of shares that may be resold under the Registration Statement to reflect changes in holdings
by certain selling stockholders as disclosed in recent Schedule 13D, Schedule 13G and Form 4 filings by such stockholders.

 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.

In
response to the Staff’s comment, the Company has revised the section titled “Statement Pursuant to Rule 429” to clarify
the transactions being registered pursuant to the Registration Statement.

United
States Securities and Exchange Commission

June 30, 2023

 Page Two

We
appreciate the Staff’s comment and request that the Staff contact John-Paul Motley of Cooley LLP, outside counsel to the Company,
at (213) 561-2304 or via email at jpmotley@cooley.com, with any questions or comments regarding this letter.

Sincerely,

    Heliogen,
    Inc.

    /s/ Kelly Rosser

    Kelly Rosser

    Interim Chief Financial Officer, Heliogen, Inc.

 cc: Christiana
Obiaya, Heliogen, Inc.

Deborah
Chen, Heliogen, Inc.

John-Paul
Motley, Cooley LLP