As filed with the Securities and Exchange Commission on October 18, 2021.

Registration Statement No. 333-258606

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________________________

Amendment No. 2
to
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_____________________________

Athena Technology Acquisition Corp.
(Exact Name of Registrant as Specified in Its Charter)

_____________________________

Delaware

 

6770

 

85-4204953

(Jurisdiction of Incorporation
or Organization)

 

(Primary Standard Industrial
Classification Code Number)

 

(I.R.S. Employer
Identification Number)

125 Townpark Drive, Suite 300
Kennesaw, GA 30144
Telephone: (970) 924-0446
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

_____________________________

Phyllis W. Newhouse
Chief Executive Officer
c/o Athena Technology Acquisition Corp.
125 Townpark Drive, Suite 300
Kennesaw, GA 30144
Telephone: (970) 924-0446
(Name, address, including zip code, and telephone number, including area code, of agent for service)

_____________________________

Copies to:

Gerry Williams, Esq.
Penny Minna, Esq.
DLA Piper LLP (US)
One Atlantic Center
1201 West Peachtree Street, Suite 2800
Atlanta, Georgia 30309
-3450

 

Dave Peinsipp, Esq.
Dave Young, Esq.
Garth Osterman, Esq.
Cooley LLP
3 Embarcadero Center, 20
th Floor
San Francisco, CA 94111
-4004

_____________________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective and on completion of the business combination described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

 

 

Accelerated filer

 

Non-accelerated filer

 

 

Smaller reporting company

 

       

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 to Section 7(a)(2)(B) of the Securities Act. 

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

 

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

 

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CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered

 

Amount to be
Registered
(1)

 

Proposed
Maximum
Offering
Price per
Share

 

Proposed
Maximum
Aggregate
Offering 
Price
(2)

 

Amount of
Registration
Fee
(3))

Common stock, par value $0.0001 per share

 

195,000,000

 

$

10.00

 

$

1,950,000,000.00

 

$

212,745.00

____________

(1)      Based on the maximum number of shares of common stock, par value $0.0001 per share, of the registrant to be issued in connection with the Business Combination. This number is based on the 195,000,000 shares of common stock issuable on the consummation of the Business Combination as described herein

(2)      Estimated solely for the purpose of calculating the registration fee and computed pursuant to Rule 457(f)(1) under the Securities Act of 1933, the aggregate offering price of the common stock was calculated as follows: (a) 195,000,000.00, the estimated number of common stock to be registered, multiplied by (b) $10.00, the price per share of the securities.

(3)      Calculated pursuant to Rule 457 of the Securities Act by calculating the product of (i) the proposed maximum aggregate offering price and (ii) 0.0001091.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

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The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities described herein may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 18, 2021

PROXY STATEMENT FOR
SPECIAL MEETING OF
ATHENA TECHNOLOGY ACQUISITION CORP.

___________________________________

PROSPECTUS FOR
UP TO 195,000,000 SHARES OF CLASS A COMMON STOCK OF
ATHENA TECHNOLOGY ACQUISITION CORP.
WHICH WILL BE RENAMED “HELIOGEN, INC.” IN CONNECTION WITH
THE BUSINESS COMBINATION DESCRIBED HEREIN

The board of directors of Athena Technology Acquisition Corp., a Delaware corporation (“Athena”), has unanimously approved (i) the merger of HelioMax Merger Sub, Inc. (“HelioMax Merger Sub”), a Delaware corporation, and Heliogen, Inc. (“Heliogen”), a Delaware corporation (the “Merger”), with Heliogen surviving as a wholly-owned subsidiary of Athena, pursuant to the terms of the Business Combination Agreement, dated as of July 6, 2021, by and among Athena, HelioMax Merger Sub and Heliogen, attached to this proxy statement/prospectus as Annex A (the “Business Combination Agreement” or “BCA”), as more fully described elsewhere in this proxy statement/prospectus; and (ii) the other transactions contemplated by the Business Combination Agreement and documents related thereto (collectively, the “Business Combination”).

In connection with the closing of the Business Combination, Athena will change its name to “Heliogen, Inc.” (“New Heliogen”).

At the effective time of the Business Combination, among other things, each share of Heliogen Common Stock will be canceled and converted into the right to receive a number of shares of common stock, par value $0.0001 per share, of Athena (the “Athena Common Stock”) equal to the Exchange Ratio (as defined in the Business Combination Agreement). The Exchange Ratio will be equal to the Aggregate Merger Consideration (as defined in the Business Combination Agreement) divided by the sum of the aggregate number of shares of Heliogen Common Stock issued and outstanding immediately prior to the effective time of the Business Combination. The Aggregate Merger Consideration is, on a pro forma basis, approximately 195,000,000 shares of Athena Common Stock (or approximately $1,950,000,000 in shares of Athena Common Stock), subject to certain adjustments. Adjustments to the Aggregate Merger Consideration will be made for the Aggregate Company Option Exercise Price, the amount of Company Closing Debt and the amount of Company Closing Cash.

The Athena Common Stock, units and warrants are currently listed on NYSE under the symbols “ATHN,” “ATHN.U” and “ATHN.WS,” respectively. Upon Closing, we intend to apply to list the shares issued as consideration in the Business Combination on the NYSE under the symbol “HLGN.” Thereafter, our units (each comprised of one share of Athena Class A Common Stock, and one warrant to purchase one-third of one redeemable warrant), will cease to trade as an individual security and, instead, will be separated into their constituent securities, and the Athena Class A Common Stock and warrants will trade under the symbols “HLGN” and “HLGN.W,” respectively. It is a condition of the consummation of the Business Combination described above that Athena receives confirmation from the NYSE that the securities have been conditionally approved for listing on the NYSE, but there can be no assurance such listing conditions will be met or that Athena will obtain such confirmation from the NYSE. If such listing conditions are not met or if such confirmation is not obtained, the Business Combination described above will not be consummated unless the NYSE condition set forth in the Business Combination Agreement are waived by the applicable parties.

Athena will hold a virtual special meeting of its stockholders (together with any adjournment or postponement thereof, the “Special Meeting”) on           , 2021 at             a.m. Eastern Time at http://www.cstproxy.com/athenatechnology/2021, to consider matters relating to the Business Combination. Athena and Heliogen cannot complete the Business Combination unless Athena’s stockholders approve and adopt the Business Combination Agreement and the transactions contemplated thereby, including the issuance of shares of Athena Common Stock to be issued in connection with the Business Combination. Athena is sending you this proxy statement/prospectus to ask you to vote in favor of these and the other matters described in this proxy statement/prospectus.

The Board of Directors of Athena has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and recommends that Athena’s stockholders vote “FOR” the adoption and approval of the Business Combination Agreement and the transactions contemplated thereby, “FOR” the approval of the issuance of shares of Athena Common Stock to be issued in connection with the Business Combination, and “FOR” the other matters to be considered at the Special Meeting.

This proxy statement/prospectus provides stockholders of Athena with detailed information about the proposed business combination and other matters to be considered at the special meeting of Athena. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in the section entitled “Risk Factors beginning on page 53 of this proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated               , 2021, and is first being mailed to Athena’s stockholders on or about         , 2021.

 

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NOTICE OF SPECIAL MEETING OF
STOCKHOLDERS OF ATHENA TECHNOLOGY ACQUISITION CORP.
TO BE HELD
          , 2021

To the Stockholders of Athena Technology Acquisition Corp.:

NOTICE IS HEREBY GIVEN that a Special Meeting of the stockholders of Athena Technology Acquisition Corp., a Delaware corporation (“we,” “us,” “our” or the “Company”), will be held on           , 2021 at           , local time, virtually at http://www.cstproxy.com/athenatechnology/2021. In light of ongoing developments related to the coronavirus (COVID-19) pandemic, after careful consideration, the Company has determined that the Special Meeting will be a virtual meeting in order to facilitate stockholder attendance and participation while safeguarding the health and safety of our stockholders, directors and management team. You or your proxyholder will be able to attend and vote at the Special Meeting online by visiting http://www.cstproxy.com/athenatechnology/2021 and using a control number assigned by the transfer agent, Continental Stock Transfer & Trust Company. To register and receive access to the virtual meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the proxy statement/prospectus. Please note that you will only be able to access the Special Meeting by means of remote communication. You are cordially invited to attend the Special Meeting to conduct the following items of business which you will be asked to consider and vote on:

1.      Proposal No. 1 The Business Combination Proposal — To approve and adopt the Business Combination Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A, and approve the transactions contemplated thereby, including the merger of HelioMax Merger Sub with and into Heliogen, Inc. (“Heliogen”), with Heliogen surviving the merger, and the issuance of Common Stock to holders of Heliogen capital stock as merger consideration;

2.      Proposal No. 2 The NYSE Stock Issuance Proposal — To approve, for purposes of complying with applicable listing rules of the NYSE, the issuance of more than 20% of the Company’s outstanding Common Stock in connection with the Business Combination, and the transactions contemplated by the Subscription Agreements, including approximately 195,000,000 shares of Common Stock (as may be adjusted in accordance with the Business Combination Agreement) to Heliogen equity holders, 16,500,000 shares of Common Stock to the PIPE Investors and 510,000 shares of our Common Stock to the Sponsor pursuant to the Sponsor Support Agreement;

3.      Proposal No. 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 our status as a blank check company, which our Board believes are necessary to adequately address the needs of the post-combination company;

4.      Proposal No. 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;

5.      Proposal No. 5 — The Employee Stock Purchase Plan Proposal — To approve the Heliogen, Inc. 2021 Employee Stock Purchase Plan;

6.      Proposal No. 6 — Election of Directors Proposal — To elect the directors comprising the board of directors of New Heliogen following the Closing Date; and

7.      Proposal No. 7 Adjournment Proposal — To approve, if necessary, the adjournment of the Special Meeting to a later date or dates to permit further solicitation and votes of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the NYSE Stock Issuance Proposal, the Charter Amendment Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal or the Election of Directors Proposal. This proposal will only be presented at the Special Meeting if there are not sufficient votes to approve the Business Combination Proposal, the NYSE Stock Issuance Proposal, the Charter Amendment Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal or the Election of Directors Proposal.

 

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The above matters are more fully described in the accompanying proxy statement/prospectus, which also includes, as Annex A and Annex G, a copy of the Business Combination Agreement and a copy of the Second Amended and Restated Certificate of Incorporation. We urge you to read carefully the accompanying proxy statement/prospectus in its entirety, including the Annexes and accompanying financial statements of the Company and Heliogen.

The record date for the Special Meeting is October 4, 2021. Only stockholders of record at the close of business on that date may vote at the Special Meeting or any adjournment thereof. A complete list of our stockholders of record entitled to vote at the Special Meeting will be available for ten (10) days before the Special Meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting and electronically during the Special Meeting at http://www.cstproxy.com/athenatechnology/2021.

A majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote must be present via the virtual meeting platform or by proxy to constitute a quorum for the transaction of business at the Special Meeting. Approval of each of the Business Combination Proposal, the NYSE Stock Issuance Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Election of Directors Proposal and the Adjournment Proposal require the affirmative vote of a majority of the votes cast at the Special Meeting. Approval of the Charter Amendment Proposal requires the affirmative vote of (i) the holders of a majority of the Founder Shares then outstanding, voting separately as a single class, (ii) the holders of a majority of the shares of Class A Common Stock then outstanding, voting separately as a single class and (iii) the holders of a majority of the then outstanding shares of Athena Common Stock, voting together as a single class. The Board unanimously recommends that you vote “FOR” each of these proposals.

By Order of the Board of Directors

   

 

   

Phyllis W. Newhouse

   

Chief Executive Officer

   

 

Table of Contents

TABLE OF CONTENTS

 

Page

SUMMARY TERM SHEET

 

1

FREQUENTLY USED TERMS

 

6

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR STOCKHOLDERS

 

9

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

 

28

SELECTED HISTORICAL FINANCIAL INFORMATION OF THE COMPANY

 

46

SELECTED CONSOLIDATED HISTORICAL FINANCIAL INFORMATION OF HELIOGEN

 

47

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

49

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

51

RISK FACTORS

 

53

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

99

COMPARATIVE SHARE INFORMATION

 

108

CAPITALIZATION

 

110

SPECIAL MEETING OF COMPANY STOCKHOLDERS

 

111

PROPOSAL NO. 1 — APPROVAL OF THE BUSINESS COMBINATION

 

120

PROPOSAL NO. 2 — THE NYSE STOCK ISSUANCE PROPOSAL

 

168

PROPOSAL NO. 3 — APPROVAL OF AMENDMENTS TO CURRENT CERTIFICATE OF INCORPORATION IN CONNECTION WITH THE BYSINESS COMBINATION PROPOSAL

 

170

PROPOSAL NO. 4 — THE INCENTIVE PLAN PROPOSAL

 

191

PROPOSAL NO. 5 — THE EMPLOYEE STOCK PURCHASE PLAN PROPOSAL

 

198

PROPOSAL NO. 6 — THE ELECTION OF DIRECTORS PROPOSAL

 

202

PROPOSAL NO. 7 — THE ADJOURNMENT PROPOSAL

 

203

INFORMATION ABOUT THE COMPANY PRIOR TO THE BUSINESS COMBINATION

 

204

THE COMPANY’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

218

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

 

222

INFORMATION ABOUT NEW HELIOGEN

 

228

INFORMATION ABOUT HELIOGEN

 

235

HELIOGEN’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

236

MANAGEMENT AFTER THE BUSINESS COMBINATION

 

247

DESCRIPTION OF SECURITIES

 

254

BENEFICIAL OWNERSHIP OF SECURITIES

 

266

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

269

PRICE RANGE OF SECURITIES AND DIVIDENDS

 

272

ACCOUNTING TREATMENT

 

273

LEGAL MATTERS

 

273

EXPERTS

 

273

HOUSEHOLDING INFORMATION

 

273

TRANSFER AGENT AND REGISTRAR

 

274

SUBMISSION OF STOCKHOLDER PROPOSALS

 

274

FUTURE STOCKHOLDER PROPOSALS

 

274

WHERE YOU CAN FIND MORE INFORMATION

 

275

INDEX TO CONSOLIDATED FINANCIAL INFORMATION

 

F-1

ANNEX A — BUSINESS COMBINATION AGREEMENT

 

A-1

ANNEX B — FORM OF REGISTRATION RIGHTS AGREEMENT

 

B-1

i

Table of Contents

 

Page

ANNEX C — FORM OF STOCKHOLDER SUPPORT AGREEMENT

 

C-1

ANNEX D — SPONSOR SUPPORT AGREEMENT

 

D-1

ANNEX E — SUBSCRIPTION AGREEMENT

 

E-1

ANNEX F — OPINION OF BTIG, LLC

 

F-1

ANNEX G — SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATHENA

 

G-1

ANNEX H — EQUITY INCENTIVE PLAN

 

H-1

ANNEX I — EMPLOYEE STOCK PURCHASE PLAN

 

I-1

ii

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SUMMARY TERM SHEET

This summary term sheet, together with the sections entitled “Questions and Answers About the Proposals for Stockholders” and “Summary of the Proxy Statement/Prospectus,” summarizes certain information contained in this proxy statement/prospectus, but does not contain all of the information that is important to you. You should read carefully this entire proxy statement/prospectus, including the attached Annexes, for a more complete understanding of the matters to be considered at the Special Meeting. In addition, for definitions used commonly throughout this proxy statement/prospectus, including this summary term sheet, please see the section entitled “Frequently Used Terms.”

•        The Company is a blank check company or special purpose acquisition company, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

•        In connection with the Company’s IPO, we issued 25,000,000 units at a price of $10.00 per unit resulting in total gross proceeds of $250,000,000. Each unit consisted of one share of Class A Common Stock and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A Common Stock.

•        There are currently 34,266,667 shares of Common Stock, par value $0.0001 per share, issued and outstanding, including 25,000,000 shares of Common Stock originally sold as units as part of the IPO, 700,000 shares of Common Stock originally sold as Private Placement units simultaneously with the close of the IPO, and 8,566,667 Founder Shares that were initially issued or purchased prior to our IPO to our Sponsor. There are currently no shares of preferred stock issued and outstanding.

•        In addition, we have 8,333,333 whole public warrants to purchase Common Stock (originally sold as part of the public units issued in our IPO) outstanding along with 233,333 whole Private Placement Warrants issued to our Sponsor as part of the Private Placement Units. Each warrant entitles its holder to purchase one share of our Common Stock at an exercise price of $11.50 per whole share, to be exercised only for a whole number of shares of our Common Stock. The warrants will become exercisable on the later of the date that is (i) 30 days after the completion of the Business Combination, and (ii) twelve (12) months from the date of the closing of the IPO (or March 16, 2022), and they expire five years after the completion of the Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The public warrants would have an aggregate market value of approximately $11.2 million based upon the closing price of $1.35 per warrant on the NYSE on October 15, 2021, and the Private Placement Warrants issued to our Sponsor as part of the Private Placement Units would have an aggregate market value of approximately $0.315 million based upon the closing price of $1.35 per warrant on the NYSE on October 15, 2021. The shares of Athena Common Stock issuable upon exercise of the public warrants would have an aggregate market value of approximately $82.8 million based upon the closing price of $9.94 per share of Athena Common Stock on the NYSE on October 15, 2021, and the shares of Athena Common Stock issuable upon exercise of the Private Placement Warrants issued to our Sponsor as part of the Private Placement Units would have an aggregate market value of approximately $2.3 million based upon the closing price of $9.94 per share of Athena Common Stock on the NYSE on October 15, 2021.

•        Once the warrants become exercisable, the Company may redeem the outstanding public warrants at a price of $0.01 per warrant, if the last reported sales price of the Company’s Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which we give notice of such redemption and provided certain other conditions are met. Additionally, ninety (90) days after the warrants become exercisable, the Company may redeem all (but not less than all) of the outstanding warrants at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption (during which time the holders may exercise their warrants prior to redemption for the number of shares set forth in the table under the section captioned “Description of Securities — Warrants — Redemption of Warrants — Redemption of Warrants for Common Stock”) if the following conditions are satisfied: (i) the last reported sale prices of New Heliogen Common Stock equals or exceeds $10.00 per share (as may be adjusted for stock splits, stock dividends, reorganizations, recapitalizations or the like) on the trading day prior to the date of the notice; (ii) the private placement warrants are also concurrently exchanged at the same price as the outstanding

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public warrants; and (iii) there is an effective registration statement covering the issuance of the shares of New Heliogen Common Stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given. This additional redemption feature permits the Company to redeem the warrants when the New Heliogen Common Stock is trading at a price below the exercise price of the warrants.

•        For more information regarding our Common Stock and warrants, please see the section entitled “Description of Securities.”

•        Heliogen, a Pasadena, CA-based company founded in 2013, is a leader in next generation concentrated solar power (“CSP”). Heliogen is developing a modular, A.I.-enabled, concentrated solar power plant that will use an array of mirrors to reflect sunlight and capture, concentrate and convert it into cost-effective energy on demand. For more information about Heliogen, please see the sections entitled “Information about Heliogen,” “Heliogen’s Business,” and “Heliogen’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.

•        Subject to the terms of the Business Combination Agreement and customary adjustments, each share of Heliogen capital stock issued and outstanding immediately prior to the effective time of the Merger (other than shares owned by Heliogen as treasury stock or dissenting shares) will convert into a number of shares of Common Stock set forth in the Business Combination Agreement (the “Heliogen Merger Consideration”), which aggregate amount is, on a pro forma basis, approximately 195,000,000 shares of Company Common Stock (as may be adjusted in accordance with the Business Combination Agreement).

•        The PIPE Investors (as defined below) have agreed to purchase 16,500,000 shares of Common Stock in the aggregate, for $165,000,000 of gross proceeds. In July 2021, the Company entered into the PIPE Subscription Agreements (as defined below) with the PIPE Investors, pursuant to which, among other things, the Company agreed to issue and sell to the PIPE Investors, in a private placement to close immediately prior to the Closing, an aggregate of 16,500,000 shares of Common Stock at $10.00 per share, for an aggregate purchase price of $165,000,000.

•        Subject to terms outlined in the Sponsor Support Agreement, concurrent with the Business Combination in which all Founder Shares will convert into 8,566,667 shares of Common Stock and, in exchange for the waiver of certain anti-dilution rights held by the Sponsor with respect to Athena’s Class B Common Stock, 510,000 shares of Common Stock will be issued to the Sponsor, which at $10.00 per share (the same value used for the shares of Athena Common Stock to be issued as the merger consideration and in the PIPE Investment) will be valued at $5.1 million.

•        It is anticipated that, upon completion of the Business Combination, assuming no redemptions: (i) the Athena public stockholders will retain an ownership interest of approximately 11.9% in New Heliogen (not including shares beneficially owned by our Sponsor); (ii) the PIPE Investors, excluding amounts purchased by existing Heliogen equity holders, will own approximately 7.3% of New Heliogen (such that public stockholders, including the unaffiliated PIPE Investors, will own approximately 19.2% of New Heliogen); (iii) our Sponsor will own approximately 4.7% of New Heliogen; and (iv) the former Heliogen equity holders, including shares purchased by former Heliogen equity holders in the PIPE Investment, will own approximately 76.0% of New Heliogen.

•        The ownership percentage with respect to New Heliogen following the Business Combinations does not take into account (i) warrants to purchase Common Stock that will remain outstanding immediately following the Business Combination and (ii) the issuance of any shares upon completion of the Business Combination under the Heliogen Incentive Plan or the Heliogen ESPP, copies of which are attached to this proxy statement/prospectus as Annex H and Annex I, respectively. If the actual facts are different than these assumptions, the percentage ownership retained by the Company’s existing stockholders in the post-combination company will be different. For more information, please see the sections entitled “Summary of the Proxy Statement/Prospectus — Impact of the Business Combination on the Company’s Public Float,” “Unaudited Pro Forma Condensed Combined Financial Information,” “Proposal No. 4 — The Incentive Plan Proposal” and “Proposal No. 5 — The Employee Stock Purchase Plan Proposal”

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•        Our management and Board considered various factors in determining whether to approve the Business Combination Agreement and the Business Combination. For more information about our decision-making process, see the section entitled “Proposal No. 1  Approval of the Business Combination — The Company’s Board of Directors’ Reasons for the Approval of the Business Combination.

•        Pursuant to our amended and restated certificate of incorporation in connection with the Business Combination, holders of public shares may elect to have their public shares redeemed for cash at the applicable redemption price per share calculated in accordance with our certificate of incorporation. As of June 30, 2021, this would have amounted to approximately $10.00 per share. If a holder exercises its redemption rights, then such holder will be exchanging its shares of our Common Stock for cash and will no longer own shares of the post-combination company and will not participate in the future growth of the post-combination company, if any. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to our Transfer Agent at least two business days prior to the Special Meeting. Please see the section entitled “Special Meeting of Company Stockholders — Redemption Rights.

•        In addition to voting on the proposals to adopt the Business Combination Agreement and approve the transactions contemplated thereunder, including the Business Combination, at the Special Meeting, the stockholders of the Company will be asked to vote on:

•        Proposal No. 2  The NYSE Stock Issuance Proposal — To approve, for purposes of complying with applicable listing rules of the NYSE, the issuance of more than 20% of the Company’s outstanding Common Stock in connection with the Business Combination, and the transactions contemplated by the PIPE Subscription Agreements, including approximately 195,000,000 shares of Common Stock (as may be adjusted in accordance with the Business Combination Agreement) to the Heliogen equity holders, 16,500,000 shares of Common Stock to the PIPE Investors and 510,000 shares of our Common Stock pursuant to the Sponsor Support Agreement;

•        Proposal No. 3  Approval of Amendments to Current Certificate of Incorporation in Connection with the Business Combination Proposal — To approve certain additional 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 our status as a blank check company, which our Board believes are necessary to adequately address the needs of the post-combination company;

•        Proposal No. 4  The Incentive Plan Proposal — To approve the Heliogen Incentive Plan, including the authorization of the initial share reserve under the Heliogen Incentive Plan;

•        Proposal No. 5 The Employee Stock Purchase Plan Proposal — To approve the Heliogen ESPP;

•        Proposal No. 6 Election of Directors Proposal — To consider and vote upon a proposal to elect, effective at Closing, seven directors to serve staggered terms on our board of directors until the 2022, 2023 and 2024 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified; and

•        Proposal No. 7 Adjournment Proposal — To approve, if necessary, the adjournment of the Special Meeting to a later date or dates to permit further solicitation of proxies and votes in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the NYSE Stock Issuance Proposal, the Charter Amendment Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal or the Election of Directors Proposal. This proposal will only be presented at the Special Meeting if there are not sufficient votes to approve the Business Combination Proposal, the NYSE Stock Issuance Proposal, the Charter Amendment Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal or the Election of Directors Proposal.

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•        Please see the sections entitled “Proposal No. 1 Approval of the Business Combination,” “Proposal No. 2 The NYSE Stock Issuance Proposal,” “Proposal No. 3 Approval of Amendments to Current Certificate of Incorporation in Connection with the Business Combination Proposal,” “Proposal No. 4 The Incentive Plan Proposal,” “Proposal No. 5 — The Employee Stock Purchase Plan Proposal,” “Proposal No. 6 — the Election of Directors Proposal,” and “Proposal No. 7 The Adjournment Proposal.” Proposals in this proxy statement/prospectus (other than the Adjournment Proposal) are conditioned on the approval of the Business Combination Proposal.

•        The Business Combination Agreement may be terminated at any time prior to the consummation of the Business Combination, as applicable, upon agreement of the parties thereto, or by the Company or Heliogen, as applicable, in specified circumstances. For more information about the termination rights under the Business Combination Agreement, please see the section entitled “Proposal No. 1 Approval of the Business Combination — The Business Combination Agreement — Termination.”

•        The proposed Business Combination involves numerous risks. For more information about these risks, please see the section entitled “Risk Factors.”

•        In considering the recommendation of our Board to vote in favor of the Business Combination, stockholders should be aware that aside from their interests as stockholders, our Sponsor and certain members of our Board and officers have interests in the Business Combination that are different from, or in addition to, those of other stockholders generally. Our Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination, and in recommending to stockholders that they approve the Business Combination. Stockholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

•        As a result of multiple business affiliations, Athena’s officers and directors may have legal obligations relating to presenting business opportunities to multiple entities. Furthermore, Athena’s amended and restated certificate of incorporation provides that the doctrine of corporate opportunity will not apply with respect to any of its officers or directors in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have. Such pre-existing fiduciary duties and contractual obligations did not materially affect our search for an acquisition target, in each case, because the affiliated companies are generally closely held entities controlled by such officer or director and the nature of the affiliated companies’ respective businesses were such that it was unlikely that a conflict would arise.

•        the fact the Sponsor waived the anti-dilution rights of its Founder Shares under its organizational documents, in consideration for which the Sponsor will be issued 510,000 shares of Class A Common Stock at the closing of the Business Combination, which at $10.00 per share (the same value used for the shares of Athena Common Stock to be issued as the merger consideration and in the PIPE Investment) will be valued at $5.1 million;

•        the fact that our Sponsor has agreed not to redeem any of the Founder Shares in connection with a stockholder vote to approve the Business Combination, as provided in the Letter Agreement;

•        the fact that our Sponsor has agreed to waive its right to liquidating distributions from the Trust Account with respect to its Founder Shares if we fail to complete an initial business combination by the applicable deadline;

•        if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, our Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party (other than our independent public accountants) for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

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•        the continued indemnification of our existing directors and officers and the continuation of our directors’ and officers’ liability insurance after the Business Combination;

•        the fact that Phyllis Newhouse will remain a board member of New Heliogen after the Business Combination and shall be entitled to receive compensation for serving on the board of directors of New Heliogen after the Business Combination;

•        the fact that Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, served as a capital markets advisor to the Company in connection with the Business Combination in consideration for the reimbursement of expenses incurred in connection with its services and the agreement by Athena to indemnify CCM for certain liabilities arising out of the engagement, and is an affiliate of a passive member of Athena’s Sponsor;

•        the fact that two of Heliogen’s existing equity holders entered into Subscription Agreements to acquire shares of Common Stock in the PIPE Investment;

•        the fact that our Sponsor, officers and directors will lose their entire investment in us if an initial business combination is not consummated by the applicable deadline. Prior to the Company’s initial public offering, our Sponsor purchased an aggregate of 9,816,667 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.003 per share (as compared to the $10.00 per share price being used to determine the number of shares of Common Stock being issued to the Heliogen equity holders in the Business Combination or at which the PIPE Investors have agreed to purchase Common Stock). On May 3, 2021, the Sponsor forfeited 1,250,000 Founder Shares when the over-allotment option granted to the underwriters in the Company’s initial public offering expired unexercised, which resulted in the Sponsor holding 8,566,667 Founder Shares. Additionally, the Sponsor purchased from the Company an aggregate of 700,000 Private Placement Units at a price of $10.00 per unit simultaneously with the consummation of the Company’s initial public offering for an aggregate purchase price of $7.0 million. The 8,566,667 Founder Shares owned by the Sponsor would have had an aggregate market value of approximately $85.2 million based upon the closing price of $9.94 per public share on the NYSE on October 15, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. The 700,000 Private Placement Units held by the Sponsor would have had an aggregate market value of approximately $7.3 million based upon the closing price of $10.37 per public unit on the NYSE on October 15, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. Additionally, the Sponsor, officers and directors do not currently have any unreimbursed out-of-pocket expenses in connection with the Business Combination; and

•        the fact that, based on the difference in the purchase price of approximately $0.003 per share that the Sponsor paid for the Founder Shares, as compared to the purchase price of $10.00 per unit sold in the Company’s initial public offering, the Sponsor may earn a positive rate of return on their investment even if the share price of New Heliogen Common Stock falls significantly below the per share value implied in the Business Combination of $10.00 per share and the public stockholders of the Company experience a negative rate of return.

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FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” the “Company” and “Athena” refer to Athena Technology Acquisition Corp., a Delaware corporation, and the term “post-combination company” refers to the Company following the consummation of the Business Combination.

In this proxy statement/prospectus:

applicable deadline” means March 16, 2023 (or such later date if we amend our current amended and restated certificate of incorporation to extend the time that we have to consummate a business combination).

Board” or “Board of Directors” means the board of directors of the Company.

Business Combination” means the transactions contemplated by the Business Combination Agreement, including the merger of HelioMax Merger Sub with and into Heliogen, with Heliogen continuing as the surviving company and a wholly owned subsidiary of the Company.

BTIG” means BTIG, LLC.

Business Combination Agreement” means that certain Business Combination Agreement, dated as of July 6, 2021 (as subsequently amended and as it may be further amended from time to time), by and among Company, HelioMax Merger Sub and Heliogen.

Bylaws” means our Bylaws, dated as of December 8, 2021.

CCM” means Cohen & Company Capital Markets (“CCM”), a division of J.V.B. Financial Group, LLC.

Closing” means the closing of the transactions contemplated by the Business Combination Agreement.

Closing Date” means the date on which the Closing occurs.

Code” means the Internal Revenue Code of 1986, as amended.

Common Stock” means, prior to the Closing of the Business Combination, the shares of Class A Common Stock of the Company, par value $0.0001 per share, and after the Closing of the Business Combination the shares of Common Stock of New Heliogen, par value $0.0001 per share.

Common Stock Consideration” means the Common Stock to be issued to Heliogen equity holders at the Closing pursuant to the terms of the Business Combination Agreement.

Company” means Athena Technology Acquisition Corp., a Delaware corporation.

DGCL” means the General Corporation Law of the State of Delaware.

DLA” means DLA Piper LLP (US), counsel to the Company.

EBITDA” means earnings before interest, tax, depreciation and amortization.

Exchange Act” means the Securities Exchange Act of 1934, as amended.

Founder Shares” means the shares of Class B Common Stock of the Company, par value $0.0001 per share.

GAAP” means Generally Accepted Accounting Principles.

Heliogen” means Heliogen, Inc., a Delaware corporation, and its subsidiaries.

Heliogen Common Stock” means the common stock of Heliogen.

Heliogen equity holder” means each holder of Heliogen Common Stock or a vested equity award.

Heliogen ESPP” means the New Heliogen 2021 Employee Stock Purchase Plan.

Heliogen Incentive Plan” means the New Heliogen 2021 Equity Incentive Plan.

Heliogen Preferred Stock” means Heliogen’s preferred stock, with a par value of $0.001 per share.

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Heliogen Registration Rights and Lock-Up Agreement” means that certain Registration Rights and Lock-Up Agreement by and among the Company and certain of the Heliogen equity holders to be entered into at the Closing.

HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

Investment Company Act” means the Investment Company Act of 1940, as amended.

IPO” means the Company’s initial public offering, consummated on March 19, 2021, through the sale of 25,000,000 public units at $10.00 per public unit.

Letter Agreement” means that certain Letter Agreement, dated March 14, 2021, by and between Athena and Sponsor.

Morrow” means Morrow Sodali LLC, proxy solicitor to the Company.

New Heliogen” means Athena immediately following the consummation of the Business Combination and approval of the proposed Second Amended and Restated Certificate of Incorporation.

New Heliogen Board” means New Heliogen’s board of directors following the consummation of the Business Combination and the election of directors pursuant to Proposal No. 6 — The Election of Directors Proposal.

New Heliogen Common Stock” means, following the consummation of the Business Combination and approval of the proposed Second Amended and Restated Certificate of Incorporation, New Heliogen Common Stock, par value $0.0001 per share, as authorized under the proposed Second Amended and Restated Certificate of Incorporation.

NYSE” means the New York Stock Exchange.

Public Shares” mean shares of Athena Common Stock included as part of the public units sold in the IPO.

PIPE Investment” means the private placement pursuant to which the PIPE Investors have subscribed for 16,500,000 shares of Common Stock at $10.00 per share, for an aggregate purchase price of $165,000,000.

PIPE Investors” means certain investors that invested in the PIPE Investment.

PIPE Shares” means the 16,500,000 shares of Common Stock to be issued in the PIPE Investment.

Private Placement Shares” mean the shares of our Common Stock included in the Private Placement Units issued to our Sponsor in a private placement that closed prior to the IPO.

Private Placement Units” mean the units, consisting of one share of Company Common Stock, one warrant to purchase one share of Company Common Stock, and one right to receive one-twentieth of one share of Company Common Stock, issued to our Sponsor in a private placement that closed prior to the IPO.

Private Placement Warrants” means the warrants included in the Private Placement Units issued to our Sponsor in a private placement that closed prior to the IPO, each of which is exercisable for one share of Common Stock and one-third of one warrant, in accordance with its terms.

public shares” means shares of Common Stock included in the public units issued in our IPO.

public stockholders” means holders of public shares, including our Sponsor to the extent our Sponsor holds public shares, provided, that our Sponsor will be considered a “public stockholder” only with respect to any public shares held by it.

public units” means one unit, consisting of one public share of Company Common Stock, and one-third of one warrant to purchase one share of Company Common Stock, issued in our IPO.

public warrants” means the warrants included in the public units issued in the IPO, each of which is exercisable for one share of Common Stock, in accordance with its terms.

Related Agreements” means the Heliogen Registration Rights and Lock-Up Agreement.

SAFE” means Simple Agreement for Future Equity.

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SAFE Instruments” means the financing transactions entered into by Heliogen with third-party investors in connection with a private round of funding to provide investors an opportunity to convert into common or preferred stock, upon defined triggering events.

SEC” means the United States Securities and Exchange Commission.

Second Amended and Restated Certificate of Incorporation” means the proposed Second Amended and Restated Certificate of Incorporation of the Company, a form of which is attached hereto as Annex G, which will become the post-combination company’s certificate of incorporation upon the approval of the Charter Amendment Proposal, assuming the consummation of the Business Combination.

Securities Act” means the Securities Act of 1933, as amended.

Special Meeting” means the special meeting of the stockholders of the Company that is the subject of this proxy statement/prospectus.

Sponsor” means Athena Technology Sponsor, LLC, a Delaware limited liability company.

Subscription Agreements” means, collectively, those certain subscription agreements entered into on or about July 6, 2021, between the Company and certain investors, pursuant to which the PIPE Investors have agreed to purchase an aggregate of 16,500,000 shares of Common Stock in the PIPE Investment, and substantially in the form attached hereto as Annex E.

Transfer Agent” means Continental Stock Transfer & Trust Company.

Trust Account” means the trust account of the Company that holds the proceeds from the Company’s IPO and a portion of the proceeds from the sale of the Private Placement Warrants.

Trustee” means Continental Stock Transfer & Trust Company.

units” means the public units and the Private Placement Units.

U.S. GAAP” means accounting principles generally accepted in the United States of America.

warrants means the Private Placement Warrants and the public warrants.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR STOCKHOLDERS

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the Special Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to our stockholders. We urge stockholders to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the Special Meeting, which will be held on     , 2021 at                     , local time, virtually at http://www.cstproxy.com/athenatechnology/2021.

Q:     Why am I receiving this proxy statement/prospectus?

A:     You are being asked to consider and vote upon a proposal to adopt the Business Combination Agreement and approve the Business Combination and transactions contemplated thereby, among other proposals. We have entered into the Business Combination Agreement, pursuant to which the Company’s wholly owned subsidiary, HelioMax Merger Sub, will merge with and into Heliogen, with Heliogen surviving the merger. Subject to the terms of the Business Combination Agreement and customary adjustments, at the effective time of the Business Combination, each share of Heliogen capital stock issued and outstanding immediately prior to the effective time of the Business Combination (other than shares owned by each of Heliogen as treasury stock or dissenting shares) will convert into a number of shares of Company Common Stock set forth in the Business Combination Agreement. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

         In addition to the Business Combination, there are related matters that we are asking you to approve. This proxy statement/prospectus and its Annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. You should read this proxy statement/prospectus and its Annexes carefully and in their entirety.

         Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its Annexes.

Q:     When and where is the Special Meeting?

A:     The Special Meeting will be held at     :00 a.m. New York City time, on     , 2021, in virtual format. The Company’s Stockholders may attend, vote and examine the list of Stockholders entitled to vote at the Special Meeting by visiting http://www.cstproxy.com/athenatechnology/2021 and entering the control number found on their proxy card, voting instruction form or notice included in their proxy materials. You may also attend the meeting telephonically by dialing 1 877-770-3647 (toll-free within the United States and Canada) or +1 312-780-0854 (outside of the United States and Canada, standard rates apply). The passcode for telephone access is 95865097#, but please note that you will not be able to vote or ask questions if you choose to participate telephonically. In light of public health concerns regarding the COVID-19 pandemic, the Special Meeting will be held in virtual meeting format only. You will not be able to attend the Special Meeting physically.

Q:     How can I attend and vote at a Virtual Special Meeting?

A:     As a registered stockholder, you received a Proxy Card from Continental Stock Transfer. The form contains instructions on how to attend the virtual annual meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact Continental Stock Transfer at the phone # or e-mail address below. Continental Stock Transfer support contact information is as follows: 917-262-2373, or email proxy@continentalstock.com.

         You can pre-register to attend the virtual meeting starting on     , 2021 at 9:00am est. Enter the URL address into your browser http://www.cstproxy.com/athenatechnology/2021, enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the meeting you will need to re-log in using your control # and will also be prompted to enter your control # if you vote during the meeting. Beneficial investors, who own their investments through a bank or broker, will need to contact Continental Stock Transfer to receive a control number. If you plan to vote at the meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not vote Continental

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will issue you a guest control number with proof of ownership. Either way you must contact Continental for specific instructions on how to receive the control number. We can be contacted at the number or email address above. Please allow up to 72 hours prior to the meeting for processing your control number.

         If you do not have internet capabilities, you can listen only to the meeting by dialing +1 877-770-3647, outside the U,S, and Canada +1 312-780-0854 (standard rates apply) when prompted enter the pin number 95865097#. This is listen- only, you will not be able to vote or enter questions during the meeting.

Q:     What are the specific proposals on which I am being asked to vote at the Special Meeting?

A:     You are being asked to approve the following proposals:

1.      Proposal No. 1 The Business Combination Proposal — To approve and adopt the Business Combination Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A, and approve the transactions contemplated thereby, 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 capital stock as merger consideration;

2.      Proposal No. 2 The NYSE Stock Issuance Proposal — To approve, for purposes of complying with applicable listing rules of the NYSE, the issuance of more than 20% of the Company’s outstanding Common Stock in connection with the Business Combination, and the transactions contemplated by the Subscription Agreements, including approximately 195,000,000 shares of Common Stock (as may be adjusted in accordance with the Business Combination Agreement) to Heliogen equity holders, 16,500,000 shares of Common Stock to the PIPE Investors and 510,000 shares of our Common Stock to the Sponsor pursuant to the Sponsor Support Agreement;

3.      Proposal No. 3 The Charter Amendment Proposal — To approve certain additional 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 our status as a blank check company, which our Board believes are necessary to adequately address the needs of the post-combination company;

4.      Proposal No. 4 The Incentive Plan Proposal — To approve the Heliogen Incentive Plan, including the authorization of the initial share reserve under the Heliogen Incentive Plan;

5.      Proposal No. 5 — The Employee Stock Purchase Plan Proposal — To approve the Heliogen ESPP;

6.      Proposal No. 6 — Election of Directors Proposal — To elect the directors comprising the board of directors of New Heliogen following the Closing Date; and

7.      Proposal No. 7 Adjournment Proposal — To approve, if necessary, the adjournment of the Special Meeting to a later date or dates to permit further solicitation and votes of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the NYSE Stock Issuance Proposal, the Charter Amendment Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal or the Election of Directors Proposal. This proposal will only be presented at the Special Meeting if there are not sufficient votes to approve the Business Combination Proposal, the NYSE Stock Issuance Proposal, the Charter Amendment Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal or the Election of Directors Proposal.

Q:     Are the proposals conditioned on one another?

A:     Yes. The NYSE Stock Issuance Proposal, the Charter Amendment Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Election of Directors Proposal in this proxy statement/prospectus (other than the Adjournment Proposal) are conditioned upon the stockholders’ approval of the Business Combination Proposal. Moreover, the transactions contemplated by the Business Combination Agreement will be consummated only if the Business Combination Proposal, the NYSE Stock Issuance Proposal, the Charter Amendment Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Election of Directors Proposal are approved at the Special Meeting.

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         It is important for you to note that in the event that the Business Combination Proposal, the NYSE Stock Issuance Proposal, the Charter Amendment Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal or the Election of Directors Proposal do not receive the requisite vote for approval, we will not consummate the Business Combination. If we do not consummate the Business Combination and fail to complete an initial business combination by the applicable deadline, we will be required to dissolve and liquidate our Trust Account by returning the then remaining funds in such account to the public stockholders.

         Our current deadline under our current amended and restated certificate of incorporation to consummate the Business Combination is March 16, 2023. The Business Combination Agreement may be terminated and the Business Combination may be abandoned by Athena or Heliogen, if the effective time of the Business Combination has not occurred prior to December 31, 2021; provided, however, that if the SEC requires audited financial statements of Heliogen or any Heliogen Subsidiary for the year ended December 31, 2021 as a condition to the effectiveness of this Registration Statement, such date can be extended to a date subsequent to the availability of such financial statements and that is mutually agreed to by Athena and Heliogen.

Q:     Why are we providing stockholders with the opportunity to vote on the Business Combination?

A:     Under our current amended and restated certificate of incorporation, we must provide all holders of public shares with the opportunity to have their public shares redeemed upon the consummation of our initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, we have elected to provide our stockholders with the opportunity to have their public shares redeemed in connection with a stockholder vote, rather than a tender offer. Therefore, we are seeking to obtain the approval of our stockholders of each of the Business Combination Proposal in order to allow our public stockholders to effectuate redemptions of their public shares in connection with the Closing. The adoption of the Business Combination Agreement is required under Delaware law and the approval of the Business Combination is required under our current amended and restated certificate of incorporation. In addition, such approval is also a condition to the Closing under each of the Business Combination Agreement.

Q:     What revenues and profits/losses has Heliogen generated in the last two years?

A:     Heliogen is an early-stage company and has a history of operating losses and negative operating cash flows. Heliogen incurred a net loss of $60.9 million and $2.7 million for the six months ended June 30, 2021 and 2020, respectively. Heliogen incurred a net loss of $7.4 million and $7.3 million for the years ended December 31, 2020 and 2019, respectively. Heliogen expects that it will continue to incur operating and net losses for the medium term. The amount of future losses and when, if ever, Heliogen will achieve profitability are uncertain. In addition, even if Heliogen achieves profitability, there can be no assurance that Heliogen will be able to maintain profitability in the future. Heliogen’s potential profitability is particularly dependent upon the growth of the market for renewable energy solutions, which may not occur at the levels Heliogen currently anticipates or at all.

Q:     How will Heliogen be acquired in the Business Combination?

A:     Pursuant to the Business Combination Agreement, Heliogen will become a wholly-owned subsidiary of the Company as a result of the Company’s wholly-owned subsidiary, HelioMax Merger Sub, merging with and into Heliogen, with Heliogen surviving the merger.

Q:     Following the Business Combination, will our securities continue to trade on a stock exchange?

A:     Yes. We intend to apply to continue the listing of our Common Stock and warrants on the NYSE under the symbols “HLGN” and “HLGN.W”, respectively, upon the Closing. Our units will automatically separate into the component securities upon consummation of the Business Combination and, as a result, will no longer trade as a separate security.

Q:     How has the announcement of the Business Combination affected the trading price of our Common Stock?

A:      On July 6, 2021, the trading date immediately prior to the public announcement of the Business Combination, our Common Stock, public warrants, and public units closed at $9.73, $0.90, and $10.00, respectively. On October 15, 2021, the trading date immediately prior to the date of this proxy statement/prospectus, our Common Stock, public warrants, and public units closed at $9.94, $1.35 and $10.37, respectively.

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Q:     How will the Business Combination impact the shares of the Company outstanding after the Business Combination?

A:     After the Business Combination and the consummation of the transactions contemplated thereby, the amount of Common Stock outstanding will increase by approximately 716% to approximately 209.7 million shares of Common Stock (assuming that no shares of Common Stock are redeemed). Additional shares of Common Stock may be issuable after the Business Combination as a result of the issuance of additional shares that are not currently outstanding, including the issuance of shares of Common Stock upon exercise or settlement of the public warrants, Private Placement Warrants. The issuance and sale of such shares in the public market could adversely impact the market price of our Common Stock, even if our business is doing well.

Q:     Are the Business Combination the first step in a going private” transaction?

A:     No. We do not intend for the Business Combination to be the first step in a “going private” transaction. One of the primary purposes of the Business Combination is to provide a platform for Heliogen to access the U.S. public markets.

Q:     Did the Company’s Board of Directors obtain a third-party fairness opinion in determining whether or not to proceed with the Business Combination?

A:     Yes. On July 6, 2021, at a meeting of our Board held to evaluate the proposed business combination transaction, BTIG delivered an oral opinion, subsequently confirmed by delivery of a written opinion to our Board, to the effect that, as of that date and subject to and based on the assumptions made, procedures followed, matters considered, limitations of the review undertaken and qualifications contained in such opinion, the Aggregate Merger Consideration to be paid by Athena in the Business Combination pursuant to the Business Combination Agreement was fair, from a financial point of view, to Athena. For additional information, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Opinion of BTIG” and the written opinion of BTIG attached as Annex F hereto.

Q:     Will the management and board of directors of Heliogen change in the Business Combination?

A:     We anticipate that all of the executive officers of Heliogen will remain with the post-combination company. Upon completion of the Business Combination, Phyllis Newhouse will continue as a member of the board of the directors of the post-combination company; our current directors will resign from our Board (other than Phyllis Newhouse). The board of directors of the post-combination company will be comprised of Bill Gross, Phyllis Newhouse,         ,         ,         ,          and         .

Q:     What equity stake will current stockholders of the Company and the Heliogen equity holders hold in the post-combination company after the Closing?

A:     It is anticipated that, upon completion of the Business Combination, assuming no redemptions: (i) the Athena public stockholders will retain an ownership interest of approximately 11.9% in New Heliogen (not including shares beneficially owned by our Sponsor); (ii) the PIPE Investors, excluding amounts purchased by existing Heliogen equity holders, will own approximately 7.3% of New Heliogen (such that public stockholders, including the unaffiliated PIPE Investors, will own approximately 19.2% of New Heliogen); (iii) our Sponsor will own approximately 4.7% of New Heliogen; and (iv) the former Heliogen equity holders, including shares purchased by former Heliogen equity holders in the PIPE Investment, will own approximately 76.0% of New Heliogen. The ownership percentage with respect to New Heliogen following the Business Combinations does not take into account (i) warrants to purchase Common Stock that will remain outstanding immediately following the Business Combination and (ii) the issuance of any shares upon completion of the Business Combination under the Heliogen Incentive Plan or the Heliogen ESPP, copies of which are attached to this proxy statement/prospectus as Annex H and Annex I, respectively. If the actual facts are different than these assumptions, the percentage ownership retained by the Company’s existing stockholders in the post-combination company will be different. For more information, please see the sections entitled “Summary of the Proxy Statement/Prospectus — Impact of the Business Combination on the Company’s Public Float,” “Unaudited Pro Forma Condensed Combined Financial Information,” “Proposal No. 4 — The Incentive Plan Proposal” and “Proposal No. 5 — The Employee Stock Purchase Plan Proposal.”

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Q:     Will we obtain new financing in connection with the Business Combination?

A:     Yes. The PIPE Investors have agreed to purchase 16,500,000 shares of Common Stock in the aggregate, for $165,000,000 of gross proceeds, pursuant to the Subscription Agreements. The Subscription Agreements are contingent upon, among other things, stockholder approval of the Business Combination Proposals and the Closing. For additional information, please see the sections entitled “Proposal No. 1 Approval of the Business Combination — The Business Combination Agreement.”

Q:     What conditions must be satisfied to complete the Business Combination?

A:     There are a number of closing conditions in the Business Combination Agreement, including the approval by the stockholders of the Company of the Business Combination Proposal, the NYSE Stock Issuance Proposal, the Charter Amendment Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Election of Directors Proposal. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, please see the sections entitled “Proposal No. 1 Approval of the Business Combination — The Business Combination Agreement.”

Q:     Are there any arrangements to help ensure that the Company will have sufficient funds, together with the proceeds in its Trust Account, to fund the aggregate purchase price?

A:     Unless waived by Heliogen, the Business Combination Agreement provides that Heliogen’s obligations to consummate the Business Combination is conditioned on Athena having an aggregate amount of cash and cash equivalents available from any sources of not less than $150,000,000, including the cash available to Athena from the Trust Account (after any redemptions by the Athena stockholders and the payment of any deferred underwriting expenses of Athena not related to the Business Combination) and the proceeds from the PIPE Investment. The PIPE Investors have agreed to purchase approximately 16,500,000 shares of Common Stock at $10.00 per share for gross proceeds to the Company of approximately $165,000,000 pursuant to Subscription Agreements entered into on or about July 6, 2021. The PIPE Investment is contingent upon, among other things, stockholder approval of the Business Combination Proposal and the Closing.

         The Company will use the funds in the Trust Account to: (i) pay Company stockholders who properly exercise their redemption rights; and, provided that there are funds remaining after this payment, (ii) pay certain other fees, costs and expenses (including deferred underwriting commissions, regulatory fees, legal fees, accounting fees, printer fees and other professional fees) that were incurred by the Company and other parties to the Business Combination Agreement in connection with the transactions contemplated by the Business Combination Agreement, including the Business Combination, and pursuant to the terms of the Business Combination Agreement.

Q:     Why is the Company proposing the NYSE Stock Issuance Proposal?

A:     We are proposing the NYSE Stock Issuance Proposal in order to comply with NYSE Listing Rule 312.03, which requires stockholder approval of certain transactions that result in the issuance of 20% or more of the outstanding voting power or shares of Common Stock outstanding before the issuance of stock or securities.

         In connection with the Business Combination, we expect, on a pro forma basis, to issue approximately 212,010,000 shares of Common Stock in the Business Combination, subject to certain adjustments. Because we may issue 20% or more of our outstanding Common Stock when considering together the Common Stock Consideration, we are required to obtain stockholder approval of such issuance pursuant to NYSE Listing Rule 312.03(c). For more information, please see the section entitled “Proposal No. 2 The NYSE Stock Issuance Proposal.”

Q:     Why is the Company proposing the Charter Amendment Proposal?

A:     The Second Amended and Restated Certificate of Incorporation that we are asking our stockholders to adopt in connection with the Business Combination provides for certain amendments to our current amended and restated certificate of incorporation. Pursuant to Delaware law and the Business Combination Agreement, we are required to submit the Charter Amendment Proposal to the Company’s stockholders for adoption. For additional information please see the sections entitled “Proposal No. 3 Approval of Amendments to Current Certificate of Incorporation in Connection with the Business Combination Proposal.

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Q:     Why is the Company proposing the Incentive Plan Proposal?

A:     The purpose of the Incentive Plan Proposal is to further align the interests of the eligible participants with those of stockholders by providing long-term incentive compensation opportunities tied to the performance of the Company. Please see the section entitled “Proposal No. 4 The Incentive Plan Proposal” for additional information.

Q:     Why is the Company proposing the Employee Stock Purchase Plan Proposal?

A:     The purpose of the Employee Stock Purchase Plan Proposal is to further align the interests of the eligible participants with those of stockholders by providing incentive compensation opportunities tied to the performance of the Company. Please see the section entitled “Proposal No. 5 The Employee Stock Purchase Plan Proposal” for additional information.

Q:     Why is the Company proposing the Election of Directors Proposal?

A:     The purpose of the Election of Directors Proposal is to elect the directors comprising the board of directors of New Heliogen after the Closing Date of the Business Combination. For more information about the election of the individuals nominated to serve as directors of Heliogen, please see the section entitled “Proposal No. 6 — Election of Directors Proposal.”

Q:     Why is the Company proposing the Adjournment Proposal?

A:     We are proposing the Adjournment Proposal to allow our Board to adjourn the Special Meeting to a later date or dates to permit further solicitation of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the NYSE Stock Issuance Proposal, the Charter Amendment Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal or the Election of Directors Proposal, but no other proposal if the Business Combination Proposal, the NYSE Stock Issuance Proposal, the Charter Amendment Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Election of Directors Proposal are approved. Please see the section entitled “Proposal No. 7 The Adjournment Proposal” for additional information.

Q:     What happens if you sell your shares of Common Stock before the Special Meeting?

A:     The record date for the Special Meeting is earlier than the date of the Special Meeting. If you transfer your shares of Common Stock after the record date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your shares of Common Stock because you will no longer be able to deliver them two business days prior to the Special Meeting. If you transfer your shares of Common Stock prior to the record date, you will have no right to vote those shares at the Special Meeting or redeem those shares for a pro rata portion of the proceeds held in our Trust Account.

Q:     What constitutes a quorum at the Special Meeting?

A:     A majority of the voting power of all outstanding shares of the capital stock of the Company entitled to vote must be present in person or by proxy (which would include presence at the virtual Special Meeting) to constitute a quorum for the transaction of business at the Special Meeting. Abstentions will be counted as present for the purpose of determining a quorum. Our Sponsor, who currently owns approximately 27% of our issued and outstanding shares of Common Stock (assuming the Founder Shares are convertible into our Common Stock on a 1-for-1 basis), will count towards this quorum. In the absence of a quorum, the chairman of the Special Meeting has power to adjourn the Special Meeting. As of the record date for the Special Meeting, 17,133,335 shares of our Common Stock (assuming the Founder Shares are convertible into our Common Stock on a 1-for-1 basis) would be required to achieve a quorum.

Q:     What vote is required to approve the proposals presented at the Special Meeting?

A:     Proposal No. 1 The Business Combination Proposal:    The approval of the Business Combination Proposal requires the affirmative vote of a majority of the votes cast by the stockholders present in person or represented by proxy and entitled to vote at the Special Meeting. Accordingly, a Company stockholder’s failure to vote, as well as an abstention from voting and a broker non-vote, will have no effect on the Business

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Combination Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Business Combination Proposal. Our Sponsor has agreed to vote their shares of Common Stock “FOR” the Business Combination Proposal.

         Proposal No. 2 The NYSE Stock Issuance Proposal:    The approval of the NYSE Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast by the stockholders present in person or represented by proxy and entitled to vote at the Special Meeting. Accordingly, under Delaware law, a Company stockholder’s failure to vote, as well as an abstention and broker non-vote, will have no effect on the NYSE Stock Issuance Proposal. For purposes of NYSE rules, however, abstentions are treated as “votes cast” and will be counted as votes “AGAINST” this proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established.

Proposal No. 3 Approval of Amendments to Current Certificate of Incorporation in Connection with the Business Combination Proposal:    The approval of certain additional 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 our status as a blank check company, which our Board believes are necessary to adequately address the needs of the post-combination company, requires the affirmative vote of (i) the holders of a majority of the Founder Shares then outstanding, voting separately as a single class, (ii) the holders of a majority of the shares of Class A Common Stock then outstanding, voting separately as a single class and (iii) the holders of a majority of the then outstanding shares of Athena Common Stock, voting together as a single class. Accordingly, a Company stockholder’s failure to vote, as well as an abstention from voting will have no effect on Proposal No. 3. Broker non-votes, however, will count as a vote “AGAINST” the Charter Amendment Proposal.

         Proposal No. 4 The Incentive Plan Proposal:    The Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by the stockholders present in person or represented by proxy and entitled to vote at the Special Meeting. Accordingly, under Delaware law, a Company stockholder’s failure to vote by proxy, as well as an abstention and broker non-vote, will have no effect on the Incentive Plan Proposal. For purposes of NYSE rules, however, abstentions are treated as “votes cast” and will be counted as votes “AGAINST” this proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established.

         Proposal No.5 The Employee Stock Purchase Plan Proposal:    The Employee Stock Purchase Plan Proposal requires the affirmative vote of a majority of the votes cast by the stockholders present in person or represented by proxy and entitled to vote at the Special Meeting. Accordingly, under Delaware law, a Company stockholder’s failure to vote by proxy, as well as an abstention and broker non-vote, will have no effect on the Employee Stock Purchase Plan Proposal. For purposes of NYSE rules, however, abstentions are treated as “votes cast” and will be counted as votes “AGAINST” this proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established.

         Proposal No. 6 — Election of Directors Proposal:    The approval of the Election of Directors Proposal requires the affirmative vote of a plurality of the votes cast by the stockholders present in person or represented by proxy and entitled to vote at the Special Meeting. Accordingly, under Delaware law, a Company stockholder’s failure to vote by proxy, as well as an abstention and broker non-vote, will have no effect on the Election of Directors Proposal.

         Proposal No. 7 The Adjournment Proposal:    The approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the stockholders present in person or represented by proxy and entitled to vote at the Special Meeting. Accordingly, a Company stockholder’s failure to vote, as well as an abstention from voting and a broker non-vote, will have no effect on the Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Adjournment Proposal.

Q:     May the Company, the Sponsor or the Company’s directors or officers or their affiliates purchase shares in connection with the Business Combination?

A:     In connection with the stockholder vote to approve the proposed Business Combination, our Sponsor, directors or officers or their respective affiliates may privately negotiate transactions to purchase shares from stockholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy

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solicitation pursuant to the proxy rules for a per-share pro rata portion of the Trust Account. None of our directors or officers or their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Such a purchase may include a contractual acknowledgement that such selling stockholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights, and could include a contractual provision that directs such selling stockholder to vote such shares in a manner directed by the purchaser. In the event that our Sponsor, directors or officers or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are below or in excess of the per share pro rata portion of the Trust Account.

Q:     How many votes do you have at the Special Meeting?

A:     Each stockholder is entitled to one vote on each proposal presented at the Special Meeting for each share of Common Stock held of record by such stockholder as of October 4, 2021, the record date for the Special Meeting. As of the close of business on the record date, there were              outstanding shares of our Common Stock.

Q:     How will our Sponsor, directors and officers vote?

A:     Prior to our IPO, we entered into agreements with our Sponsor, pursuant to which the Sponsor agreed to vote any shares of Common Stock owned by it in favor of the Business Combination Proposal. Currently, our Sponsor owns approximately 27% of our issued and outstanding shares of Common Stock and will be able to vote all such shares at the Special Meeting.

Q:     How do I vote?

A:     If you were a stockholder of record at the close of business on October 4, 2021, you may vote by granting a proxy. Specifically, you may vote:

•        By Mail — You may vote by mail by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. Votes submitted by mail must be received by 11:59 p.m. Eastern time on            , 2021.

•        You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), indicate your name and title or capacity.

•        We encourage you to sign and return the proxy card even if you plan to attend the Special Meeting so that your shares will be voted if you are unable to attend the Special Meeting.

•        If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted.

•        Voting at the Special Meeting — We will be hosting the Special Meeting via live webcast. If you attend the Special Meeting, you may submit your vote at the Special Meeting online at http://www.cstproxy.com/athenatechnology/2021, in which case any votes that you previously submitted will be superseded by the vote that you cast at the Special Meeting.

         If you hold your shares in street name, you must submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this over the Internet, by telephone or by mail. Please refer to information from your bank, broker, or other nominee on how to submit voting instructions.

Q:     What will happen if I abstain from voting or fail to vote at the Special Meeting?

A:     At the Special Meeting, we will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, a broker non-vote or an abstention will have no effect on the Business Combination Proposal, the Charter Amendment

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Proposal, the Election of Directors Proposal and the Adjournment Proposal. For purposes of the NYSE Stock Issuance Proposal, the Incentive Plan Proposal, and the Employee Stock Purchase Plan Proposal, the NYSE considers an abstention vote as a “vote cast”, and therefore, an abstention will have the same effect as a vote “AGAINST” such proposals, while a broker non-vote will have no effect on these three proposals.

Q:     What will happen if I sign and return my proxy card without indicating how I wish to vote?

A:     Signed and dated proxies received by us without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the Special Meeting.

Q:     If I am not going to attend the Special Meeting, should I return my proxy card instead?

A:     Yes. Whether you plan to attend the Special Meeting or not, please read the enclosed proxy statement/prospectus carefully. If you are a stockholder of record of our Common Stock as of the close of business on the record date, you can vote by proxy by mail by following the instructions provided in the enclosed proxy card. Please note that if you are a beneficial owner of our Common Stock, you may vote by submitting voting instructions to your broker, bank or nominee, or otherwise by following instructions provided by your broker, bank or nominee. Telephone and internet voting may be available to beneficial owners. Please refer to the vote instruction form provided by your broker, bank or nominee.

Q:     What is the difference between a stockholder of record and a “street name” holder?

A:     If your shares are registered directly in your name with the Company’s transfer agent, Continental Stock Transfer & Trust Company, you are considered the stockholder of record with respect to those shares, and access to proxy materials is being provided directly to you. If your shares are held in a stock brokerage account or by a bank or other nominee, then you are considered the beneficial owner of those shares, which are considered to be held in “street name.” Access to proxy materials is being provided to you by your broker, bank or other nominee who is considered the stockholder of record with respect to those shares.

Q:     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:     No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-routine matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe the proposals presented to the stockholders at this Special Meeting will be considered non-routine and, therefore, your broker, bank, or nominee cannot vote your shares without your instruction on any of the proposals presented at the Special Meeting. If you do not submit voting instructions, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a broker, bank, or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the Special Meeting. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q:     How will a broker non-vote impact the results of each proposal?

A:     Broker non-votes will count as a vote “AGAINST” the Charter Amendment Proposal but will not have any effect on the outcome of any other Proposals.

Q:     May I change my vote after I have returned my signed proxy card or voting instruction form?

A:     Yes. If you are a holder of record of our Common Stock as of the close of business on the record date, whether you vote by mail or in person, you can change or revoke your proxy before it is voted at the Special Meeting by:

•        delivering a signed written notice of revocation to our Secretary at Athena Technology Acquisition Corp., 125 Townpark Drive, Suite 300, Kennesaw, GA 30144, bearing a date later than the date of the proxy, stating that the proxy is revoked;

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•        signing and delivering a new proxy, relating to the same shares and bearing a later date; or

•        attending the Special Meeting and voting, although attendance at the special meeting will not, by itself, revoke a proxy.

         If you are a beneficial owner of our Common Stock as of the close of business on the record date, you must follow the instructions of your broker, bank or other nominee to revoke or change your voting instructions.

Q:     What should I do if I receive more than one set of voting materials?

A:     You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q:     What interests do our Sponsor and our current officers and directors have in the Business Combination?

A:     Our Sponsor and certain members of our Board and officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests. You should take these interests into account in deciding whether to approve the Business Combination. These interests include but are not limited to:

•        As a result of multiple business affiliations, Athena’s officers and directors may have legal obligations relating to presenting business opportunities to multiple entities. Furthermore, Athena’s amended and restated certificate of incorporation provides that the doctrine of corporate opportunity will not apply with respect to any of its officers or directors in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have. Such pre-existing fiduciary duties and contractual obligations did not materially affect our search for an acquisition target, in each case, because the affiliated companies are generally closely held entities controlled by such officer or director and the nature of the affiliated companies’ respective businesses were such that it was unlikely that a conflict would arise.

•        the fact the Sponsor waived the anti-dilution rights of its Founder Shares under its organizational documents, in consideration for which the Sponsor will be issued 510,000 shares of Class A Common Stock at the closing of the Business Combination, which at $10.00 per share (the same value used for the shares of Athena Common Stock to be issued as the merger consideration and in the PIPE Investment) will be valued at $5.1 million;

•        the fact that our Sponsor has agreed not to redeem any of the Founder Shares in connection with a stockholder vote to approve the Business Combination, as provided in the Letter Agreement;

•        the fact that our Sponsor has agreed to waive its right to liquidating distributions from the Trust Account with respect to its Founder Shares if we fail to complete an initial business combination by the applicable deadline;

•        if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, our Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party (other than our independent public accountants) for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

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•        the continued indemnification of our existing directors and officers and the continuation of our directors’ and officers’ liability insurance after the Business Combination;

•        the fact that Phyllis Newhouse will remain a board member of New Heliogen after the Business Combination and shall be entitled to receive compensation for serving on the board of directors of New Heliogen after the Business Combination;

•        the fact that Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, served as a capital markets advisor to the Company in connection with the Business Combination in consideration for the reimbursement of expenses incurred in connection with its services and the agreement by Athena to indemnify CCM for certain liabilities arising out of the engagement, and is an affiliate of a passive member of Athena’s Sponsor;

•        the fact that two of Heliogen’s existing equity holders entered into Subscription Agreements to acquire shares of Common Stock in the PIPE Investment;

•        the fact that our Sponsor, officers and directors will lose their entire investment in us if an initial business combination is not consummated by the applicable deadline. Prior to the Company’s initial public offering, our Sponsor purchased an aggregate of 9,816,667 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.003 per share (as compared to the $10.00 per share price being used to determine the number of shares of Common Stock being issued to the Heliogen equity holders in the Business Combination or at which the PIPE Investors have agreed to purchase Common Stock). On May 3, 2021, the Sponsor forfeited 1,250,000 Founder Shares when the over-allotment option granted to the underwriters in the Company’s initial public offering expired unexercised, which resulted in the Sponsor holding 8,566,667 Founder Shares. Additionally, the Sponsor purchased from the Company an aggregate of 700,000 Private Placement Units at a price of $10.00 per unit simultaneously with the consummation of the Company’s initial public offering for an aggregate purchase price of $7.0 million. The 8,566,667 Founder Shares owned by the Sponsor would have had an aggregate market value of $85.2 million based upon the closing price of $9.94 per public share on the NYSE on October 15, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. The 700,000 Private Placement Units held by the Sponsor would have had an aggregate market value of $7.3 million based upon the closing price of $10.37 per public unit on the NYSE on October 15, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. Also, the Private Placement Warrants issued to our Sponsor as part of the Private Placement Units would have an aggregate market value of approximately $0.315 million based upon the closing price of $1.35 per warrant on the NYSE on October 15, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus, and the shares of Athena Common Stock issuable upon exercise of the Private Placement Warrants issued to our Sponsor as part of the Private Placement Units would have an aggregate market value of approximately $2.3 million based upon the closing price of $9.94 per share of Athena Common Stock on the NYSE on October 15, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. Additionally, the Sponsor, officers and directors do not currently have any unreimbursed out-of-pocket expenses in connection with the Business Combination; and

•        the fact that, based on the difference in the purchase price of approximately $0.003 per share that the Sponsor paid for the Founder Shares, as compared to the purchase price of $10.00 per unit sold in the Company’s initial public offering, the Sponsor may earn a positive rate of return on their investment even if the share price of New Heliogen Common Stock falls significantly below the per share value implied in the Business Combination of $10.00 per share and the public stockholders of the Company experience a negative rate of return.

These interests may influence our directors in making their recommendation that you vote in favor of the approval of the Business Combination. See the sections entitled “Proposal No. 1 — Approval of the Business Combination — Interests of Certain Persons in the Business Combination”, and “Information about the Company Prior to the Business Combination — Conflicts of Interest” for a complete description of such interests.

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Q:     What happens if you vote against the Business Combination Proposal?

A:     If you vote against the Business Combination Proposal but the Business Combination Proposal still obtains the affirmative vote of a majority of the votes cast by holders of our Common Stock represented in person or by proxy and entitled to vote at the Special Meeting, then the Business Combination Proposal will be approved and, assuming the approval of the NYSE Stock Issuance Proposal and the Charter Amendment Proposal and the satisfaction or waiver of the other conditions to closing, the Business Combination will be consummated in accordance with the terms of the Business Combination Agreement.

         If you vote against the Business Combination Proposal and the Business Combination Proposal does not obtain the affirmative vote of a majority of the votes cast by holders of our of Common Stock represented in person or by proxy and entitled to vote at the Special Meeting, then the Business Combination Proposal will fail and we will not consummate the Business Combination. If we do not consummate the Business Combination, we may continue to try to complete a business combination with a different target business until the applicable deadline. If we fail to complete an initial business combination by the applicable deadline, then we will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such account to our public stockholders.

Q:     Do you have Redemption Rights?

A:     Pursuant to our amended and restated certificate of incorporation, we are providing our public stockholders with the opportunity to redeem, upon the Closing, shares of Common Stock for cash equal to the pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the Trust Account that holds the proceeds of our IPO (including interest not previously released to the Company to pay franchise and income taxes), subject to certain limitations. For illustrative purposes, based on the approximate balance of the Trust Account of approximately $250.0 million as of June 30, 2021, the estimated per share redemption price would have been approximately $10.00. Public stockholders may elect to redeem their shares even if they vote for the Business Combination. Any request to redeem public shares, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing. If we receive valid redemption requests from holders of public shares prior to the redemption deadline, we may, at our sole discretion, following the redemption deadline and until the date of Closing, seek and permit withdrawals by one or more of such holders of their redemption requests. We may select which holders to seek such withdrawals of redemption requests from based on any factors we may deem relevant, and the purpose of seeking such withdrawals may be to increase the funds held in the Trust Account, including where we otherwise would not satisfy the closing condition to have cash or cash equivalents from any source that equal or exceed $150,000,000.

Our Sponsor agreed to waive its redemption rights with respect to its shares, which will be excluded from the pro rata calculation used to determine the per-share redemption price. Each redemption of shares of Common Stock by our public stockholders will reduce the amount in the Trust Account. The Business Combination Agreement provides that Heliogen’s obligation to consummate the Business Combination is conditioned on Athena having an aggregate amount of cash and cash equivalents available from any sources of not less than $150,000,000, including the cash available to Athena from the Trust Account (after any redemptions by the Athena stockholders and the payment of any deferred underwriting commissions of Athena not related to the Business Combination) and the proceeds from the PIPE Investment. This condition to closing in the Business Combination Agreement is for the sole benefit of the parties thereto. If, as a result of redemptions of Common Stock by our public stockholders, this condition is not met (or waived), then Heliogen may elect not to consummate the Business Combination, as applicable. In addition, in no event will we redeem shares of our Common Stock in an amount that would result in the Company’s failure to have net tangible assets equaling or exceeding $5,000,001 (such that we are not subject to the SEC’s “penny stock” rules). Holders of our outstanding public warrants do not have redemption rights in connection with the Business Combination. Unless otherwise specified, the information in the accompanying proxy statement/prospectus assumes that none of our public stockholders exercise their redemption rights with respect to their shares of Common Stock by the applicable deadline.

If you elect not to redeem your shares of Common Stock you will continue to be a stockholder of the Company following the Closing. The following table illustrates varying ownership levels, potential sources of dilution that may occur following the consummation of the Business Combination and, for each scenario, the book value per

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share of New Heliogen, on a pro forma basis as of June 30, 2021, assuming no redemptions by the Company’s public stockholders, 50% of the maximum redemptions by the Company’s public stockholders, and maximum redemptions by the Company’s public stockholders:

Amounts in thousands, except per share amounts and percentages

 

No Redemption Scenario

 

50% of Maximum Redemption Scenario

 

Maximum
Redemption Scenario

Shares

 

%

 

Shares

 

%

 

Shares

 

%

Heliogen Stockholders

 

 

158,404

 

75.5

 

 

158,404

 

79.9

 

 

158,404

 

84.8

Athena Stockholders

 

 

       

 

       

 

     

Public

 

 

25,000

 

11.9

 

 

13,581

 

6.9

 

 

2,163

 

1.2

Sponsor

 

 

9,777

 

4.7

 

 

9,777

 

4.9

 

 

9,777

 

5.2

PIPE Investors

 

 

16,500

 

7.9

 

 

16,500

 

8.3

 

 

16,500

 

8.8

Pro Forma New Heliogen Common Stock Oustanding(1)

 

 

209,681

 

100.0

 

 

198,262

 

100.0

 

 

186,844

 

100.0

Pro Forma New Heliogen Book Value of Equity(2)

 

$

470,137

     

$

355,946

     

$

241,756

   

Pro Forma New Heliogen Book Value per Share(3)

 

$

2.24

     

$

1.80

     

$

1.29

   

Potential Sources of Dilution(4):

 

Shares

 

% Dilution(4)

 

Shares

 

% Dilution(4)

 

Shares

 

%
Dilution(4)

Athena Warrants(5)

                       

Public

 

8,333

 

3.8

 

8,333

 

4.0

 

8,333

 

4.3

Private

 

233

 

0.1

 

233

 

0.1

 

233

 

0.1

Heliogen Stock Options and Restricted Stock(6)

 

36,035

 

14.7

 

36,035

 

15.4

 

36,035

 

16.2

Adjusted Pro Forma New Heliogen Common Stock Outstanding(7)

 

254,282

     

242,863

     

231,445

   

Book Value Impacts from Sources of Dilution(8):

 

Proceeds

 

$/Share

 

Proceeds

 

$/Share

 

Proceeds

 

$/Share

Athena Warrants(9)

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

Public

 

$

95,833

 

$

0.35

 

 

$

95,833

 

$

0.39

 

 

$

95,833

 

$

0.44

 

Private

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Heliogen Stock Options and Restricted Stock(10)

 

 

7,473

 

 

(0.30

)

 

 

7,473

 

 

(0.24

)

 

 

7,473

 

 

(0.18

)

Adjusted Pro Forma New Heliogen Book Value of Equity(11)

 

$

573,443

 

 

 

 

 

$

459,252

 

 

 

 

 

$

345,062

 

 

 

 

Adjusted Pro Forma New Heliogen Book Value per Share(12)

 

$

2.26

 

 

 

 

 

$

1.89

 

 

 

 

 

$

1.49

 

 

 

 

____________

(1)      Reflects the pro forma New Heliogen common stock outstanding following the consummation of the Business Combination under each of the presented scenarios and the percentage ownership by each group of stockholders.

(2)      Reflects the pro forma book value of equity for New Heliogen following the consummation of the Business Combination and all related pro forma adjustments as illustrated in the pro forma financial statements for the no and max redemption scenarios. For the 50% redemption scenario and the purposes of the sensitivity analysis above, the change in net proceeds from the Trust Account to New Heliogen would be reflected as a reduction to the book value of equity for New Heliogen. Please see “Unaudited Pro Forma Condensed Combined Financial Statements” on page 99 for additional information regarding the no redemption scenario and maximum redemption scenario.

(3)      Calculated as Pro Forma New Heliogen Book Value of Equity divided by Pro Forma New Heliogen Common Stock Outstanding.

(4)      To illustrate the potential impacts to non-redeeming stockholders’ of New Heliogen the impact to the number of New Heliogen shares outstanding assuming full exercise of each dilutive instrument in each of the presented scenarios. The percentage dilution is calculated as the number of shares issued upon exercise of the dilutive instrument divided the sum of Pro Forma New Heliogen Common Stock outstanding and the shares issued upon exercise of the dilutive instrument.

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(5)      Athena’s public warrants and Private Placement Warrants are not subject to redemption upon consummation of the Business Combination. As such, the full number of shares of Athena Common Stock issuable under outstanding public warrants and Private Placement Warrants are presented above.

(6)      Represents the shares of Athena Common Stock issuable upon the exercise of all outstanding Heliogen stock options and vesting of all outstanding Heliogen restricted stock.

(7)      Reflects the pro forma New Heliogen common stock outstanding on a fully diluted basis, reflecting the aggregate impacts of the potential sources of dilution.

(8)      For the purposes of the sensitivity analysis and each potential source of dilution, the amount of proceeds from the exercise or vesting of each instrument is shown. Proceeds would be additive to the book value of equity of New Heliogen with no other adjustments assumed to New Heliogen equity in the analysis above. The dollar per share impact is calculated as the incremental (decremental) impact to book value per equity of New Heliogen resulting from each potential source of dilution and related proceeds on an individual basis.

(9)      For Athena’s public warrants, proceeds reflect receipt of the exercise price of $11.50 per share as no cashless exercise is permitted under the warrant agreement. For Athena’s Private Placement Warrants, no proceeds are assumed as cashless exercise is permitted under the warrant agreement. For the purposes of the analysis above, no excess shares of Athena’s Common Stock beyond the 233,333 shares issuable under the 700,000 Private Placement Units are assumed to be issued pursuant to the cashless exercise formula outlined in the warrant agreement.

(10)    Reflects the total proceeds that would be received upon the exercise of all Heliogen’s outstanding stock options. No proceeds will be received upon vesting of restricted stock.

(11)    Reflects the pro forma New Heliogen book value of equity on a fully diluted basis, reflecting the aggregate impacts from recognizing the proceeds related to the potential sources of dilution.

(12)    Calculated as Adjusted Pro Forma New Heliogen Book Value of Equity divided by Adjusted Pro Forma New Heliogen Common Stock Outstanding reflecting the aggregate impacts from all potential sources of dilution on New Heliogen’s book value per share.

The public warrants would have an aggregate market value of approximately $11.2 million based upon the closing price of $1.35 per warrant on the NYSE on October 15, 2021, and the Private Placement Warrants issued to our Sponsor as part of the Private Placement Units would have an aggregate market value of approximately $0.315 million based upon the closing price of $1.35 per warrant on the NYSE on October 15, 2021. The shares of Athena Common Stock issuable upon exercise of the public warrants would have an aggregate market value of approximately $82.8 million based upon the closing price of $9.94 per share of Athena Common Stock on the NYSE on October 15, 2021, and the shares of Athena Common Stock issuable upon exercise of the Private Placement Warrants issued to our Sponsor as part of the Private Placement Units would have an aggregate market value of approximately $2.3 million based upon the closing price of $9.94 per share of Athena Common Stock on the NYSE on October 15, 2021. Once the warrants become exercisable, though, New Heliogen may redeem the outstanding warrants. For a discussion of the terms of redemption for the warrants, see “Description of Securities — Warrants — Redemption of Warrants — Redemption of Warrants for Common Stock.” For a discussion of the risks associated with redemption of the warrants see “Risk Factors — Risks Relating to Athena and the Business Combination — The post-combination company may redeem the unexpired warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their warrants worthless” and “— Risks Relating to Athena and the Business Combination — We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

Additionally, if you elect not to redeem your shares of Common Stock, the impact of the deferred underwriting fee may vary. The following table illustrates the deferred underwriting fee from the Company’s IPO, payable upon consummation of the Business Combination, varying levels of proceeds to New Heliogen from the Trust Account, and the deferred underwriting fee as a percentage of proceeds from the Trust Account and per share

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of New Heliogen, on a pro forma basis as of June 30, 2021, assuming no redemptions by the Company’s public stockholders, 50% of the maximum redemptions by the Company’s public stockholders, and the maximum redemptions by the Company’s public stockholders:

 

No Redemption Scenario

 

50% of Maximum Redemption Scenario

 

Maximum Redemption Scenario

Deferred underwriting fee ($ in thousands)

 

$

8,750

 

 

$

8,750

 

 

$

8,750

 

Proceeds from Trust Account ($ in thousands)

 

$

250,011

 

 

$

135,820

 

 

$

21,629

 

Effective Underwriting Fee:

 

 

 

 

 

 

 

 

 

 

 

 

As % of Trust Proceeds

 

 

3.5

%

 

 

6.4

%

 

 

40.5

%

On Per Share Basis – Pro Forma New Heliogen Common Stock Outstanding(1)

 

$

0.04

 

 

$

0.04

 

 

$

0.05

 

On Per Share Basis – Adjusted Pro Forma New Heliogen Common Stock Outstanding(2)

 

$

0.03

 

 

$

0.04

 

 

$

0.04

 

____________

(1)      Calculated as the deferred underwriting fee divided by the pro forma New Heliogen common stock outstanding following the consummation of the Business Combination across each of the presented scenarios as illustrated in the above sensitivity analysis.

(2)      Calculated as the deferred underwriting fee divided by the Adjusted Pro Forma New Heliogen common stock outstanding following the consummation of the Business Combination across each of the presented scenarios as illustrated in the above sensitivity analysis.

Q:     If you are a Company public warrant holder, can you exercise Redemption Rights with respect to your public warrants?

A:     No. The holders of our public warrants have no Redemption Rights with respect to such public warrants.

Q:     Can the Sponsor redeem its Founder Shares in connection with consummation of the Business Combination?

A:     No. Our Sponsor, officers and directors have agreed to waive their redemption rights with respect to their shares of Common Stock, as described in the Letter Agreement in connection with the consummation of the Business Combination. The Sponsor waived the anti-dilution rights of its Founder Shares under its organizational documents, in consideration for which the Sponsor will be issued 510,000 shares of Common Stock at the closing of the Business Combination. At a value of $10.00 per share, the same value used for the shares of Athena Common Stock to be issued as the merger consideration and in the PIPE Investment, such shares to be issued to the Sponsor will be valued at $5.1 million.

Q:     Is there a limit on the number of shares you may redeem?

A:      We have no specified maximum redemption threshold under our current amended and restated certificate of incorporation. Each redemption of shares of Common Stock by our public stockholders will reduce the amount in the Trust Account. The Business Combination Agreement provides that Heliogen’s obligation to consummate the Business Combination is conditioned on the amount of cash or cash equivalents that we have from any source being not less than an aggregate amount of $150,000,000, including the cash available to Athena from the Trust Account (after any redemptions by the Athena stockholders and the payment of any deferred underwriting expenses of Athena not related to Business Combination) and the proceeds from the PIPE Investment. This condition to closing in the Business Combination Agreement is for the sole benefit of the parties thereto and may be waived by Heliogen. If, as a result of redemptions of our Common Stock by our public stockholders, this condition is not met (or waived), then Heliogen may elect not to consummate their respective Business Combination. In addition, in no event will we redeem shares of our Common Stock in an amount that would result in the Company’s failure to have net tangible assets equaling or exceeding $5,000,001 (so that we are not subject to the SEC’s “penny stock” rules).

Q:     Is there a limit on the total number of shares that may be redeemed?

A:     Yes. Our amended and restated certificate of incorporation provides that we may not redeem our public shares in an amount that would result in the Company’s failure to have net tangible assets in excess of $5,000,001 (such that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the Business Combination Agreement. Other than this limitation, our current

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amended and restated certificate of incorporation does not provide a specified maximum redemption threshold. In addition, the Business Combination Agreement provide that the obligation of Heliogen to consummate the Business Combination is conditioned on the amount of cash or cash equivalents that we have from any source being equal to or in excess of $150,000,000, including the cash available to Athena from the Trust Account (after any redemptions by the Athena stockholders and the payment of any deferred underwriting expenses of Athena not related to the Business Combination) and the proceeds from the PIPE Investment. In the event the aggregate cash consideration we would be required to pay for all shares of Common Stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the Business Combination Agreements exceed the aggregate amount of cash available to us, we may not complete the Business Combination or redeem any shares, all shares of Common Stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

         Based on the amount of cash and securities as of June 30, 2021, including $250,010,656 in our Trust Account, approximately 22.8 million shares of our Common Stock may be redeemed and still enable us to have sufficient cash to satisfy the cash closing conditions in the Business Combination Agreement. We refer to this as the maximum redemption scenario.

Q:     Will how you vote affect your ability to exercise Redemption Rights?

A:     No. You may exercise your redemption rights whether you vote your shares of Common Stock for or against, or whether you abstain from voting on the Business Combination Proposal, or any other proposal described by this proxy statement/prospectus. As a result, the Business Combination Agreement can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less-liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of NYSE.

Q:     How do you exercise your Redemption Rights?

A:     In order to exercise your redemption rights, you must (i)(a) hold public shares or (b) hold public shares through units and elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and (ii) prior to 5:00 p.m. Eastern time on             , 2021 (two business days before the Special Meeting) (a) submit a written request to the Transfer Agent that the Company redeem your public shares for cash and (b) deliver your public shares to the Transfer Agent, physically or electronically through Depository Trust Company (“DTC”). Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing. The Transfer Agent’s address is as follows:

Continental Stock Transfer & Trust Company
1 State Street — 30th Floor
New York, New York 10004
Attention: Mark Zimkind
E-mail: mzimkind@continentalstock.com

         You must also affirmatively certify in your request to Continental Stock Transfer & Trust Company for redemption if you “ARE” or “ARE NOT’ acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other stockholder with respect to shares of Common Stock. Notwithstanding the foregoing, a holder of public shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) will be restricted from seeking Redemption Rights with respect to more than 15% of the public shares, which we refer to as the “15% threshold.” Accordingly, all public shares in excess of the 15% threshold beneficially owned by a public stockholder or “group” (as defined in Section 13d-3 of the Exchange Act) will not be redeemed for cash.

         Stockholders seeking to exercise their Redemption Rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is our understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, we do not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

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         Stockholders seeking to exercise their Redemption Rights, whether they are record holders or hold their shares in “street name”, are required to either tender their certificates to our Transfer Agent prior to the date that is two business days prior to the Special Meeting, or to deliver their shares to the Transfer Agent electronically using DTC Deposit/Withdrawal At Custodian (“DWAC”) system, at such stockholder’s option. The requirement for physical or electronic delivery prior to the Special Meeting ensures that a redeeming stockholder’s election to redeem is irrevocable once the Business Combination is approved.

         There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming stockholder. However, this fee would be incurred regardless of whether or not we require stockholders seeking to exercise Redemption Rights to tender their shares, as the need to deliver shares is a requirement to exercising Redemption Rights, regardless of the timing of when such delivery must be effectuated.

         Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests (and submitting shares to the Transfer Agent) and thereafter, with our consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to our Transfer Agent and decide within the required timeframe not to exercise your Redemption Rights, you may request that our Transfer Agent return the shares (physically or electronically). You may make such request by contacting our Transfer Agent at the address listed under the question “Who can help answer my questions?” below.

Q:     What are the U.S. federal income tax consequences of exercising your Redemption Rights?

A:     The U.S. federal income tax consequences of the redemption depend on particular facts and circumstances. Please see the section entitled “Proposal No. 1 Approval of the Business Combination — Certain U.S. Federal Income Tax Considerations.” We urge you to consult your tax advisors regarding the tax consequences of exercising your redemption rights.

Q:     What are the U.S. federal income tax consequences to holders of Heliogen Common Stock that participate in the Business Combination?

A:     The Business Combination has been structured to qualify as a tax-free “reorganization” for U.S. federal income tax purposes within the meaning of Section 368(a) of the Code, which would result in its being a tax-free transaction to holders of our Common Stock that participate in the Business Combination. However, the closing of the Business Combination is not conditioned on its so qualifying, nor is it conditioned on our receipt of a tax opinion that it so qualifies. Please see the section entitled “Proposal No. 1 — Approval of the Business Combination — Certain U.S. Federal Income Tax Considerations.” We urge you to consult your tax advisors regarding the tax consequences of participating in the Business Combination.

Q:     Do you have appraisal rights if you object to the Business Combination?

A:     No. Appraisal rights are not available to holders of our Common Stock in connection with the Business Combination.

Q:     What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A:     The funds held in the Trust Account will be used to: (i) pay Company stockholders who properly exercise their redemption rights; and, provided that there are funds remaining after this payment, (ii) pay certain other fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees and other professional fees) that were incurred by the Company and other parties to the Business Combination Agreement in connection with the transactions contemplated by the Business Combination Agreement, including the Business Combination, and pursuant to the terms of the Business Combination Agreement.

Q:     What happens if the Business Combination is not consummated?

A:     There are certain circumstances under which the Business Combination Agreement may be terminated. Please see the section entitled “Proposal No. 1  Approval of the Business Combination — The Business Combination Agreement” for information regarding the parties’ specific termination rights.

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         If we do not consummate either Business Combination, we may continue to try to complete a business combination with a different target business until the applicable deadline. If we fail to complete an initial business combination by the applicable deadline, then we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem our public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish our public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; (iii) dissolve and liquidate our Trust Account, unless we amend our certificate of incorporation to extend the time that we have to consummate a business combination; and (iv) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the IPO. Please see the section entitled “Risk Factors — Risks Related to the Company and the Business Combination.”

         Holders of our Founder Shares have waived any right to any liquidation distribution with respect to such shares and the underwriters of our IPO agreed to waive their rights to the business combination marketing fee held in the Trust Account in the event we do not complete our initial business combination within the required period. In addition, if we fail to complete a business combination by the applicable deadline, there will be no redemption rights or liquidating distributions with respect to our outstanding warrants, which will expire worthless.

Q:     When are the Business Combination expected to be completed?

A:     The closing of the Business Combination is expected to take place on or prior to the third business day following the satisfaction or waiver of the conditions described below in the subsection entitled “Proposal No. 1 Approval of the Business Combination — The Business Combination Agreement — Conditions to Closing of the Business Combination.” The closing is expected to occur in the fourth quarter of 2021. The Business Combination Agreement may be terminated by the Company, or Heliogen, as applicable if the Closing has not occurred by December 31, 2021.

         For a description of the conditions to the completion of the Business Combination, see the section entitled “Proposal No. 1 Approval of the Business Combination — The Business Combination Agreement — Conditions to Closing of the Business Combination.

Q:     What do you need to do now?

A:     You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the Annexes, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:     Who can vote at the special meeting?

A:     Only holders of record of the Company’s Common Stock, including those shares held as a constituent part of our units, at the close of business on October 4, 2021 are entitled to have their vote counted at the special meeting and any adjournments or postponements thereof. On this record date,              shares of Common Stock were outstanding and entitled to vote.

         Stockholder of Record:    Shares Registered in Your Name. If on the record date your shares or units were registered directly in your name with the Company’s transfer agent, Continental Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder of record, you may vote in person at the special meeting or vote by proxy. Whether or not you plan to attend the special meeting in person, the Company urges you to fill out and return the enclosed proxy card to ensure your vote is counted.

         Beneficial Owner:    Shares Registered in the Name of a Broker or Bank. If on the record date your shares or units were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy

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materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the special meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the special meeting unless you request and obtain a valid proxy from your broker or other agent.

Q:     Who will solicit and pay the cost of soliciting proxies for the Special Meeting?

A:      We will pay the cost of soliciting proxies for the Special Meeting. We have engaged Morrow to assist in the solicitation of proxies for the Special Meeting. We have agreed to pay Morrow a fee of $32,500.00, plus disbursements, and will reimburse Morrow for its reasonable out-of-pocket expenses and indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. We will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of our Common Stock for their expenses in forwarding soliciting materials to beneficial owners of our Common Stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:     Who can help answer my questions?

A:     If you have questions about the proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact:

c/o Athena Technology Acquisition Corp.
125 Townpark Drive, Suite 300
Kennesaw, GA 20144
Attention: Secretary
Telephone: (970) 924-0446

You may also contact our proxy solicitor at:

Morrow Sodali LLC
470 West Avenue
Stamford, CT 06902
Telephone: (203) 658-9400 (Call Collect)
or
Call Toll-Free: (800) 662-5200
E-mail: ATHN.info@investor.morrowsodali.com

To obtain timely delivery, our stockholders must request the materials no later than five business days prior to the Special Meeting.

You may also obtain additional information about us from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to our Transfer Agent prior to the Special Meeting in accordance with the procedures detailed under the question “How do I exercise my Redemption Rights?” If you have questions regarding the certification of your position or delivery of your stock, please contact our Transfer Agent:

Continental Stock Transfer & Trust Company
1 State Street-30th Floor
New York, New York 10004
Attention: Mark Zimkind
E-mail: mzimkind@continentalstock.com

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information contained in this proxy statement/prospectus and does not contain all of the information that may be important to you. You should carefully read this entire proxy statement/prospectus, including the Annexes and accompanying financial statements of the Company and Heliogen, to fully understand the proposed Business Combination (as described below) before voting on the proposals to be considered at the Special Meeting (as described below). Please see the section entitled “Where You Can Find More Information” beginning on page 275 of this proxy statement/prospectus.

Unless otherwise specified, all share calculations assume: (i) no exercise of redemption rights by the Company’s public stockholders; and (ii) no inclusion of any shares of Common Stock issuable upon the exercise of the Company’s warrants or any shares to be issued pursuant to the Heliogen Incentive Plan at or following the Closing.

Parties to the Business Combination

The Company

The Company is a blank check company or a special purpose acquisition company, incorporated on December 8, 2020, as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

The public units began trading on the NYSE under the symbol “ATHN.U” on March 17, 2021. On May 4, 2021, the Company announced that the holders of the Company’s units may elect to separately trade the securities underlying such units. On May 5, 2021, the shares and warrants began trading on the NYSE under the symbols “ATHN”, and “ATHN.WS” respectively. We intend to apply to continue the listing of our publicly-traded Common Stock and warrants on the NYSE under the symbols “HLGN” and “HLGN.WS” respectively, upon the Closing.

The mailing address of the Company’s principal executive office is c/o Athena Technology Acquisition Corp., 125 Townpark Drive, Suite 300, Kennesaw, GA 30144.

HelioMax Merger Sub

HelioMax Merger Sub, a Delaware corporation, is a wholly-owned subsidiary of the Company, formed by the Company on May 27, 2021, to consummate the Business Combination. In the Business Combination, HelioMax Merger Sub will merge with and into Heliogen, with Heliogen continuing as the surviving corporation.

The mailing address of HelioMax Merger Sub’s principal executive office is 125 Townpark Drive, Suite 300, Kennesaw, GA 30144.

Heliogen

Heliogen, a Pasadena, CA-based company founded in 2013, is a leader in next generation concentrated solar power (“CSP”). Heliogen is developing a modular, A.I.-enabled, concentrated solar power plant that will use an array of mirrors to reflect sunlight and capture, concentrate and convert it into cost-effective energy on demand. This characteristic distinguishes Heliogen’s solution from clean energy provided by typical photovoltaic and wind installations which produce intermittently. Heliogen’s unique system will have the ability to cost-effectively generate temperatures that can exceed 1,000 degrees centigrade. The system will be configurable for several applications, including the carbon-free generation of clean power (electricity), industrial-grade heat (to power industrial processes), and green hydrogen, based on a customer’s needs.

Although the process of concentrating sunlight is not new, Heliogen has developed innovations which it believes fundamentally improve its potential. Heliogen believes it is the first technology provider with the ability to deliver cost-effective renewable energy capable of replacing fossil fuels used in industrial processes that generally operate 24/7. In addition, Heliogen believes its disruptive, patented design and A.I. technology will address a fundamental problem confronted by many renewable sources of energy: intermittency. An intermittent power supply does not match the grid’s continuous power demand. Without storage, wind and PV-based renewable energy generation may rapidly fluctuate between over-supply and under-supply based on resource availability. As the grid penetration of intermittent resources increases, these fluctuations may become increasingly extreme. Heliogen believes its technology will

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contribute to solving this problem. Heliogen’s solar plants will have the ability to store very high temperature energy in solid media. This energy will then be releasable evenly, including during times without sunlight, to cost-effectively deliver near 24/7 carbon-free energy in the form of heat, electric power or green hydrogen fuel.

The three use categories will be configured as follows, forming the backbone of three business lines:

HelioHeat — The production of heat for use in industrial processes will be enabled by the baseline system.

HelioPower — With the baseline system as the foundation, the addition of a turbine generator system will then enable power generation.

HelioFuel — Building on the power system described above, hydrogen fuel production will be enabled by further adding an electrolyzer system to the baseline system.

For the power and hydrogen systems, Heliogen is developing a supercritical CO2 system to enhance production efficiency. Using supercritical CO2 is predicted by the U.S. Department of Energy to have “significantly lower capital costs than equivalent steam-cycle components, due to their compact footprint stemming from the higher energy density of the supercritical fluid.”

Emerging Growth Company

The Company is an “emerging growth company,” as defined under the JOBS Act. As an emerging growth company, the Company is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. These include, but are not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and the requirement to obtain stockholder approval of any golden parachute payments not previously approved.

In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of an extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. Pivotal has elected to take advantage of such extended transition period.

Following the Business Combination, New Heliogen will remain an emerging growth company until the earlier of (i) December 31, 2025 (the last day of the fiscal year following the fifth anniversary of the consummation of the Company’s initial public offering), (ii) the last day of the fiscal year in which New Heliogen has total annual gross revenue of at least $1.07 billion, (iii) the last day of the fiscal year in which New Heliogen is deemed to be a “large accelerated filer,” as defined in the Exchange Act, and (iv) the date on which New Heliogen has issued more than $1.0 billion in nonconvertible debt during the prior three-year period.

The Business Combination Proposal

On July 6, 2021, Athena and HelioMax Merger Sub entered into the Business Combination Agreement (as it may be amended from time to time) with Heliogen. If the Business Combination Agreement is adopted by the Heliogen stockholders and the Business Combination Agreement is approved by the Athena stockholders at the Special Meeting, HelioMax Merger Sub will merge with and into Heliogen, with Heliogen surviving the merger. For more information about the transactions contemplated by the Business Combination Agreement, please see the section entitled “Proposal No. 1 — Approval of the Business Combination.” A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

Business Combination Consideration to the Heliogen stockholders

Subject to the terms of the Business Combination Agreement and customary adjustments, at the effective time of the Business Combination, each share of Heliogen capital stock issued and outstanding immediately prior to the effective time of the Business Combination (including each share of Heliogen Restricted Stock (as defined in the Business Combination Agreement)) will be canceled and converted into the right to receive a number of shares of Athena Common Stock equal to the Exchange Ratio (as defined in the Business Combination Agreement). The Exchange Ratio will be equal to the quotient of the Aggregate Merger Consideration (as defined in the Business Combination Agreement) divided by the sum of the aggregate number of shares of Heliogen Common

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Stock (including shares of Heliogen Restricted Stock) issued and outstanding immediately prior to the effective time of the Business Combination (and, for the avoidance of doubt, following the Heliogen SAFE (whereby each Heliogen SAFE that is issued and outstanding immediately prior to the Effective Time will convert automatically into the number of shares of Heliogen Common Stock equal to the SAFE purchase amount divided by a price per share calculated based on a valuation cap of the Company of $750,000,000 for the Company immediately prior to the public liquidity event), the Heliogen Warrant Conversion (whereby each Heliogen Warrant that is issued and outstanding immediately prior to the Effective Time will convert automatically into the number of shares of Heliogen Common Stock pursuant to the terms of the Heliogen warrant agreement) and the Heliogen Preferred Conversion (whereby each Heliogen Preferred Share that is issued and outstanding immediately prior to the Effective Time will be automatically converted into a number of shares of Heliogen Common Stock at the then effective conversion rate as calculated pursuant to Heliogen’s organizational documents)) plus the aggregate number of shares of Heliogen Common Stock issuable upon the full exercise, settlement, exchange or conversion of Heliogen Options (as defined in the Business Combination Agreement) and Heliogen RSU Awards (as defined in the Business Combination Agreement) that are outstanding as of immediately prior to the Effective Time.

Subject to the terms and conditions of the Business Combination Agreement, the consideration to be received by Heliogen equity holders, including 36.0 million common shares issuable for Heliogen’s outstanding stock options and unvested restricted shares, in exchange for the cancellation of Heliogen Common Stock following the Business Combination is, on a pro forma basis, approximately 194.4 million shares of common stock, valued at $10.00 per share for total merger consideration of approximately $1.94 billion. The number of Athena shares and total merger consideration are subject to certain adjustments outlined in the Business Combination Agreement whereby the actual number of shares or total merger consideration could be above or below the 185.0 million shares of Athena Common Stock and $1.85 billion, respectively. These shares will be allocated pro-rata among the holders of Heliogen common stock on a fully-diluted and as-converted to Heliogen common stock basis, including the number of shares of Heliogen common stock issuable upon conversion of the Heliogen preferred stock and SAFE Instruments and the number of shares of Heliogen Common Stock subject to outstanding options. Also, immediately prior to and conditioned upon the effectiveness of the consummation of the Business Combination, certain investors have agreed to subscribe for and purchase 16,500,000 shares of Athena Common Stock for aggregate proceeds of $165.0 million as part of the PIPE Investment.

Related Agreements

Stockholder Support Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, Athena and the Key Heliogen Stockholders (as defined in the Business Combination Agreement) have entered into the Stockholder Support Agreement, pursuant to which, among other things, the Key Heliogen Stockholders have agreed to vote their shares of Heliogen common stock in favor of the Business Combination Agreement, the Business Combination and the other transactions contemplated by the Business Combination Agreement. The foregoing description of the Stockholder Support Agreement and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by reference to, the actual agreement, a copy of which is attached to this proxy statement/prospectus as Annex C.

Sponsor Support Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, Athena and Sponsor, have entered into the Sponsor Support Agreement, pursuant to which, among other things, the Sponsor and its affiliates have agreed to vote all of their shares of Athena Common Stock and Class B common stock, par value $0.0001 per share, of Athena in favor of the Business Combination Agreement, the Business Combination and the other transactions contemplated by the Business Combination Agreement. In addition, Athena agreed to waive the anti-dilution rights of its Founder Shares, under its organizational documents, in consideration for which the Sponsor will be issued 510,000 shares of Athena Common Stock at the closing of the Business Combination. At a value of $10.00 per share, the same value used for the shares of Athena Common Stock to be issued as the merger consideration and in the PIPE Investment, such shares to be issued to the Sponsor will be valued at $5.1 million. The Athena Common Stock to be issued in connection with the Sponsor Support Agreement and the transactions contemplated thereby will not be registered under the Securities Act, as amended, and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as

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a transaction by an issuer not involving a public offering. The foregoing description of the Sponsor Support Agreement and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by reference to, the actual agreement, a copy of which is filed with this proxy statement/prospectus as Annex D.

Heliogen Registration Rights and Lock-Up Agreement

Pursuant to the terms of the Business Combination Agreement, in connection with the Business Combination, Athena and certain stockholders of Heliogen (the “Heliogen Holders”) shall enter into the Heliogen Registration Rights and Lock-Up Agreement at the closing of the Business Combination. Pursuant to the terms of the Heliogen Registration Rights and Lock-Up Agreement, subject to certain requirements and customary conditions, including with regard to the number of demand rights that may be exercised and compliance with any applicable lock-up period, the Heliogen Holders may demand at any time or from time to time, that Athena files a registration statement on Form S-1 or Form S-3 to register certain shares of Athena Common Stock held by such Heliogen Holders or to conduct an underwritten offering. The Heliogen Registration Rights and Lock-Up Agreement will also provide the Heliogen Holders with “piggy-back” registration rights, subject to certain requirements and customary conditions. The Heliogen Registration Rights and Lock-Up Agreement further provides that, subject to certain exceptions, each of the Heliogen Holders shall not transfer any shares of Athena Common Stock beneficially owned or owned of record by such Heliogen Holders until the earliest of (a) the date that is one hundred eighty (180) days after the Effective Time (as defined in the Business Combination Agreement) of the Business Combination, (b) the last date on which (i) with respect to 50% of the shares of Athena Common Stock held by the Heliogen Holders, the closing price of the Common Stock reported on the NYSE (or, principal national securities exchange or securities market on which the Athena Common Stock is then traded) (“Closing Price”) equals or exceeds $12.00 per share (as adjusted for transactions affecting all outstanding shares of Athena Common Stock) for any 20 Trading Days within any consecutive 30-Trading Day period, (ii) with respect to 25% of such shares, if the Closing Price of the Athena Common Stock equals or exceeds $13.50 per share (as adjusted for transactions affecting all outstanding shares of Common Stock) for any 20 Trading Days within any consecutive 30-Trading Day period, and (iii) with respect to the remaining 25% of such shares, if the Closing Price of the Athena Common Stock equals or exceeds $17.00 per share (as adjusted for transactions affecting all outstanding shares of Common Stock) for any 20 Trading Days within any consecutive 30-Trading Day period, or (c) the date on which Athena completes a change in control transaction after the closing of the Business Combination. Approximately, 108.6 million of the shares of New Heliogen’s common stock to be issued to the Heliogen Stockholders will be Lock-up Shares.

Amended and Restated Sponsor Agreement

The sponsor letter agreement, dated March 16, 2021, between the Sponsor, Athena and the other parties thereto is being amended, to among other things, amend the lock-up period applicable to the Sponsor’s Founder Shares and Private Placement Units and Private Placement Warrants to be consistent with the lock-up period applicable to the Heliogen Holders.

Subscription Agreements

In connection with the execution of the Business Combination Agreement, Athena entered into certain Subscription Agreements on or about July 6, 2021, with certain investors, pursuant to which such investors have agreed to purchase an aggregate of 16,500,000 shares of Athena Common Stock (together, the “Subscriptions”), for a purchase price of $10.00 per share, for an aggregate purchase price of $165,000,000, to be issued immediately prior to and conditioned upon the effectiveness of the consummation of the Business Combination. The obligations of each party to consummate the Subscriptions are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Business Combination Agreement. The Athena Common Stock to be issued in connection with the Subscription Agreements and the transactions contemplated thereby will not be registered under the Securities Act and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering.

Pursuant to the Subscription Agreements, Athena has agreed that, within 30 calendar days following the closing of the Business Combination, Athena will file with the SEC (at Athena’s sole cost and expense) a registration statement registering the resale of the PIPE Shares (the “Resale Registration Statement”), and Athena will use its commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as practicable after the filing thereof, but no later than 60 calendar days (or 90 calendar days if the SEC notifies Athena that it will review the Resale Registration Statement and provides comments thereto) after the closing of the Business Combination, subject to customary conditions and covenants.

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The foregoing description of the Subscription Agreements and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by reference to, the agreed upon form of Subscription Agreement, a copy of which is filed with this proxy statement/prospectus as Annex E.

Heliogen Incentive Plan

Our stockholders are being asked to approve the Incentive Plan Proposal. The purpose of the Heliogen, Inc. 2021 Equity Incentive Plan is to enable New Heliogen to offer its employees, directors and other individual service providers long-term equity-based incentives in New Heliogen, thereby attracting, retaining and rewarding such individuals, and strengthening the mutuality of interests between such individuals and New Heliogen’s stockholders. For additional information, see the section entitled “Proposal No. 4 — Incentive Plan Proposal.”

Heliogen ESPP

Our stockholders are also being asked to approve the Employee Stock Purchase Plan Proposal. The purpose of the Heliogen, Inc. 2021 Employee Stock Purchase Plan is to provide eligible employees with an opportunity to increase their proprietary interest in the success of New Heliogen by purchasing Heliogen Inc. Common Stock from New Heliogen on favorable terms and to pay for such purchases through payroll deductions, thereby providing eligible employees with an opportunity to increase their proprietary interest in the success of New Heliogen, motivating recipients to offer their maximum effort to New Heliogen and help focus them on the creation of long-term value consistent with the interests of our stockholders. For additional information, see the section entitled “Proposal No. 5 — The Employee Stock Purchase Plan Proposal.”

Board of New Heliogen following the Business Combination

New Heliogen’s business and affairs will be organized under the direction of the New Heliogen Board. We anticipate that the New Heliogen Board will consist of seven members upon the consummation of the Business Combination. Bill Gross will serve as Chairman of the New Heliogen Board. The primary responsibilities of the New Heliogen Board will be to provide oversight, strategic guidance, counseling and direction to New Heliogen’s management. The New Heliogen Board will meet on a regular basis and additionally as required.

In accordance with the terms of the Second Amended and Restated Certificate of Incorporation, which will be effective upon the consummation of the Business Combination, the New Heliogen Board will be divided into three classes, Class I, Class II and Class III, with only one class of directors being elected in each year and each class serving a three-year term. Except with respect to the election of directors at the special meeting pursuant to Proposal No. 6 — The Election of Directors Proposal, the Class I directors will be elected to an initial one-year term (and three-year terms subsequently), the Class II directors will be elected to an initial two-year term (and three-year terms subsequently) and the Class III directors will be elected to an initial three-year term (and three-year terms subsequently). There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors. The New Heliogen Board will be divided into the following classes:

•        Class I, which Heliogen and the Company anticipate will consist of Phyllis W. Newhouse,          and        , whose terms will expire at New Heliogen’s first annual meeting of stockholders to be held after the completion of this offering;

•        Class II, which Heliogen and the Company anticipate will consist of         ,          and         , whose terms will expire at New Heliogen’s second annual meeting of stockholders to be held after the completion of this offering; and

•        Class III, which Heliogen and the Company anticipate will consist of Bill Gross,          and         , whose terms will expire at New Heliogen’s third annual meeting of stockholders to be held after the completion of this offering.

At each annual meeting of stockholders to be held after the initial classification, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election and until their successors are duly elected and qualified. This classification of the New Heliogen Board may have the effect of delaying or preventing changes in New Heliogen’s control or management. New Heliogen’s directors may be removed for cause by the affirmative vote of the holders of at least a majority of New Heliogen’s voting stock.

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Redemption Rights

Pursuant to our current amended and restated certificate of incorporation, holders of public shares may elect to have their shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combinations, including interest not previously released to the Company to pay its franchise and income taxes, by (ii) the total number of then-outstanding public shares; provided that the Company will not redeem any shares of Common Stock issued in the IPO to the extent that such redemption would result in the Company’s failure to have net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) in excess of $5,000,001. As of June 30, 2021, the estimated per share redemption price would have been approximately $10.00.

If a holder exercises its redemption rights, then such holder will be exchanging its shares of our Common Stock for cash and will no longer own shares of the post-combination company. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to our Transfer Agent in accordance with the procedures described herein. Please see the section entitled “Special Meeting of Company Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash. Any request for redemption may be withdrawn until the deadline for submitting redemption requests and thereafter, with our consent, until the Closing.

Impact of the Business Combination on the Company’s Public Float

It is anticipated that, upon completion of the Business Combination, assuming no redemptions: (i) the Athena public stockholders will retain an ownership interest of approximately 11.9% in New Heliogen (not including shares beneficially owned by our Sponsor); (ii) the PIPE Investors, excluding amounts purchased by existing Heliogen equity holders, will own approximately 7.3% of New Heliogen (such that public stockholders, including the unaffiliated PIPE Investors, will own approximately 19.2% of New Heliogen); (iii) our Sponsor will own approximately 4.7% of New Heliogen; and (iv) the former Heliogen equity holders, including shares purchased by former Heliogen equity holders in the PIPE Investment, will own approximately 76.0% of New Heliogen. The ownership percentage with respect to New Heliogen following the Business Combinations does not take into account (i) warrants to purchase Common Stock that will remain outstanding immediately following the Business Combination and (ii) the issuance of any shares upon completion of the Business Combination under the Heliogen Incentive Plan or the Heliogen ESPP, copies of which are attached to this proxy statement/prospectus as Annex H and Annex I, respectively. If the actual facts are different than these assumptions, the percentage ownership retained by the Company’s existing stockholders in the post-combination company will be different. For more information, please see the sections entitled “Summary of the Proxy Statement/Prospectus — Impact of the Business Combination on the Company’s Public Float,” “Unaudited Pro Forma Condensed Combined Financial Information,” “Proposal No. 4 — The Incentive Plan Proposal” and “Proposal No. 5 — The Employee Stock Purchase Plan Proposal.”

The following table illustrates varying ownership levels in New Heliogen, on a pro forma basis, assuming no redemptions by the Company’s public stockholders and the maximum redemptions by the Company’s public stockholders:

(shares in thousands)

 

No Redemption
scenario

 

Maximum redemption
scenario

Shares

 

%(1)

 

Shares

 

%(1)

Heliogen Stockholders(1)

 

158,404

 

75.5

 

158,404

 

84.8

Athena Public Stockholders(2)

 

25,000

 

11.9

 

2,163

 

1.2

Sponsor Shares(2)(3)

 

9,267

 

4.5

 

9,267

 

4.9

Sponsor Shares(4)

 

510

 

0.2

 

510

 

0.3

PIPE Investors

 

16,500

 

7.9

 

16,500

 

8.8

Total(2)

 

209,681

 

100.0

 

186,844

 

100.0

____________

(1)      Excludes 36.0 million common shares issuable upon exercise of Heliogen’s outstanding stock options and unvested restricted shares.

(2)      Does not take into account, at the time of the Closing of the Business Combination, the dilutive impact of the shares of New Heliogen Common Stock issuable in connection with the public warrants or private placement warrants totaling approximately 8.6 million shares, which will not be exercisable until the later of the date that is (i) 30 days after the completion of the Business Combination, and (ii) twelve (12) months from the date of the closing of the IPO (or March 16, 2022).

(3)      Athena Founder Shares and Private Placement Units.

(4)      Class A common shares issued as consideration for anti-dilution rights waived by Sponsor.

Please see “Unaudited Pro Forma Condensed Combined Financial Statements” on page 99.

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The Charter Amendment Proposal

Upon the Closing, our amended and restated certificate of incorporation will be amended promptly to reflect the Charter Amendment Proposal to:

•        provide for certain additional 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 our status as a blank check company, which our Board believes are necessary to adequately address the needs of the post-combination company (Proposal No. 3);

Please see the sections entitled “Proposal No. 3 — Approval of Amendments to Current Certificate of Incorporation in connection with the Business Combination Proposal.”

Other Proposals

In addition, the stockholders of the Company will be asked to vote on:

•        a proposal to approve, for purposes of complying with applicable NYSE Listing Rules, the issuance of more than 20% of the Company’s issued and outstanding Common Stock pursuant to the Business Combination (Proposal No. 2);

•        a proposal to approve and adopt the Heliogen Incentive Plan, a copy of which is attached to this proxy statement/prospectus as Annex H, including the authorization of the initial share reserve under the Heliogen Incentive Plan (Proposal No. 4);

•        A proposal to approve and adopt the Heliogen ESPP, a copy of which is attached to this proxy statement/prospectus as Annex I, (Proposal No. 5)

•        a proposal to elect the directors comprising the board of directors of New Heliogen following the closing of the Business Combination (Proposal No. 6); and

•        a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the NYSE Stock Issuance Proposal, the Charter Amendment Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal or the Election of Directors Proposal (Proposal No. 7).

Date, Time and Place of Special Meeting

The Special Meeting will be held on         , 2021 at          a.m. EDT at http://www.cstproxy.com/athenatechnology/2021, or at such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals. The Special Meeting will be conducted exclusively via live webcast so stockholders will not be able to attend the meeting in person. Stockholders may attend the Special Meeting online and vote at the Special Meeting by visiting http://www.cstproxy.com/athenatechnology/2021 and entering your 12-digit control number, which is either included on the proxy card you received or obtained through Broadridge Financial Solutions.

Registering for the Special Meeting

Any stockholder wishing to attend the virtual meeting should register for the meeting by         , 2021 at http://www.cstproxy.com/athenatechnology/2021. To register for the Special Meeting, please follow these instructions as applicable to the nature of your ownership of our Common Stock:

•        To vote using the proxy card, simply complete, sign, date and return the proxy card pursuant to the instructions on the card. If you return your signed proxy card before the Annual Meeting, we will vote your shares as directed.

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•        To vote over the telephone, dial toll-free 1-800-690-6903 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and control number from the Notice. Your telephone vote must be received by 11:59 p.m. Eastern Time (EDT) on         , 2021 to be counted.

•        To vote through the Internet before the meeting, go to www.cstproxyvote.com and follow the on-screen instructions. Your Internet vote must be received by 11:59 p.m., Eastern Time on June 3, 2021 to be counted.

•        To vote through the Internet during the meeting, please visit http://www.cstproxy.com/athenatechnology/2021 and have available the 12-digit control number included in your Notice, on your proxy card or on the instructions that accompanied your proxy materials.

Voting Power and Record Date

Only Company stockholders of record at the close of business on October 4, 2021, the record date for the Special Meeting, will be entitled to vote at the Special Meeting. You are entitled to one vote for each share of Common Stock that you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were          shares of Common Stock outstanding and entitled to vote, of which          are public shares and          are Founder Shares held by our Sponsor.

Accounting Treatment

The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, the Company will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Heliogen issuing stock for the net assets of the Company, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded.

Proxy Solicitation

Proxies may be solicited by mail. The Company has engaged Morrow to assist in the solicitation of proxies.

If a stockholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Special Meeting. A stockholder may also change its vote by submitting a later-dated proxy, as described in the section entitled “Special Meeting of Company Stockholders — Revoking Your Proxy.”

Interests of Certain Persons in the Business Combination

In considering the recommendation of our Board to vote in favor of the Business Combination, stockholders should be aware that aside from their interests as stockholders, our Sponsor and certain members of our Board and officers have interests in the Business Combination that are different from, or in addition to, those of other stockholders generally. Our Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination, and in recommending to stockholders that they approve the Business Combination. Stockholders should take these interests into account in deciding whether to approve the Business Combination.

These interests include, among other things:

•        As a result of multiple business affiliations, Athena’s officers and directors may have legal obligations relating to presenting business opportunities to multiple entities. Athena’s amended and restated current certificate of incorporation provides that the doctrine of corporate opportunity will not apply with respect to any of our officers or directors in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have. Such pre-existing fiduciary duties and contractual obligations did not materially affect Athena’s search for an acquisition target because the affiliated companies are generally closely held entities controlled by such officer or director and the industry of or markets served by of the affiliated companies’ respective businesses were such that it was unlikely that a conflict would arise.

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•        the fact the Sponsor waived the anti-dilution rights of its Founder Shares under its organizational documents, in consideration for which the Sponsor will be issued 510,000 shares of Class A Common Stock at the closing of the Business Combination, which at $10.00 per share (the same value used for the shares of Athena Common Stock to be issued as the merger consideration and in the PIPE Investment) will be valued at $5.1 million;

•        the fact that our Sponsor has agreed not to redeem any of the Founder Shares in connection with a stockholder vote to approve the Business Combination, as provided in the Letter Agreement;

•        the fact that our Sponsor has agreed to waive its right to liquidating distributions from the Trust Account with respect to its Founder Shares if we fail to complete an initial business combination by the applicable deadline;

•        if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, our Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party (other than our independent public accountants) for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

•        the continued indemnification of our existing directors and officers and the continuation of our directors’ and officers’ liability insurance after the Business Combination;

•        the fact that Phyllis Newhouse will remain a board member of the New Heliogen after the Business Combination and shall be entitled to receive compensation for serving on the board of directors of New Heliogen after the Business Combination;

•        the fact that Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, served as a capital markets advisor to the Company in connection with the Business Combination in consideration for the reimbursement of expenses incurred in connection with its services and the agreement by Athena to indemnify CCM for certain liabilities arising out of the engagement, and is an affiliate of a passive member of Athena’s Sponsor;

•        the fact that two of Heliogen’s existing equity holders entered into Subscription Agreements to acquire shares of Common Stock in the PIPE Investment;

•        the fact that our Sponsor, officers and directors will lose their entire investment in us if an initial business combination is not consummated by the applicable deadline. Prior to the Company’s initial public offering, our Sponsor purchased an aggregate of 9,816,667 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.003 per share (as compared to the $10.00 per share price being used to determine the number of shares of Common Stock being issued to the Heliogen equity holders in the Business Combination or at which the PIPE Investors have agreed to purchase Common Stock). On May 3, 2021, the Sponsor forfeited 1,250,000 Founder Shares when the over-allotment option granted to the underwriters in the Company’s initial public offering expired unexercised, which resulted in the Sponsor holding 8,566,667 Founder Shares. Additionally, the Sponsor purchased from the Company an aggregate of 700,000 Private Placement Units at a price of $10.00 per unit simultaneously with the consummation of the Company’s initial public offering for an aggregate purchase price of $7.0 million. The 8,566,667 Founder Shares owned by the Sponsor would have had an aggregate market value of approximately $85.2 million based upon the closing price of $9.94 per public share on the NYSE on October 15, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. The 700,000 Private Placement Units held by the Sponsor would have had an aggregate market value of approximately $7.3 million based upon the closing price of $10.37 per public unit on the NYSE on October 15, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. Also, the Private Placement Warrants issued to our Sponsor as part of the Private Placement Units would have an aggregate market value of approximately $0.315 million based upon the closing price of $1.35 per warrant on the NYSE on October 15, 2021, the most recent practicable date

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prior to the date of this proxy statement/prospectus, and the shares of Athena Common Stock issuable upon exercise of the Private Placement Warrants issued to our Sponsor as part of the Private Placement Units would have an aggregate market value of approximately $2.3 million based upon the closing price of $9.94 per share of Athena Common Stock on the NYSE on October 15, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. Additionally, the Sponsor, officers and directors do not currently have any unreimbursed out-of-pocket expenses in connection with the Business Combination; and

•        the fact that, based on the difference in the purchase price of approximately $0.003 per share that the Sponsor paid for the Founder Shares, as compared to the purchase price of $10.00 per unit sold in the Company’s initial public offering, the Sponsor may earn a positive rate of return on their investment even if the share price of New Heliogen Common Stock falls significantly below the per share value implied in the Business Combination of $10.00 per share and the public stockholders of the Company experience a negative rate of return.

Board’s Reasons for the Approval of the Business Combination

The Board met virtually on July 5 and July 6, 2021, to, among other things, discuss a potential business combination with Heliogen, and unanimously determined that the Business Combination Agreement and the Business Combination transaction were in the best interest of the Company and our stockholders and resolved to recommend that our stockholders vote to adopt the Business Combination Agreement and approve the Business Combination. Prior to reaching the decision to approve the Business Combination Agreement and approve the Business Combination, the Board consulted with the Company’s management, as well as with the Company’s legal, financial, and other advisors.

The Board considered a wide variety of factors in connection with its evaluation of the Business Combination. In light of the complexity of those factors, the Board, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. The Board viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual members of the Board may have given different weight to different factors. This explanation of the reasons for the Board’s approval of the Business Combinations, and all other information presented in this section, is forward-looking in nature and, therefore, should be read in light of the factors discussed in the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

Prior to reaching the decision to approve the Business Combination and the Business Combination Agreement, the Board consulted with our management, as well as with our legal and financial advisors. In making its determination with respect to the Business Combination, the Board also considered the financial analysis undertaken by BTIG, a financial advisor to us in connection with the Business Combination. On July 6, 2021, at a meeting of the Board held to evaluate the proposed business combination transaction, BTIG delivered an oral opinion, subsequently confirmed by delivery of a written opinion to the Board, to the effect that, as of that date and subject to and based on the assumptions made, procedures followed, matters considered, limitations of the review undertaken and qualifications contained in such opinion, (i) the Aggregate Merger Consideration to be paid by Athena in the Business Combination pursuant to the Business Combination Agreement was fair, from a financial point of view, to Athena, and (ii) the fair market value of Heliogen equaled or exceeded 80% of the amount of funds held by Athena in its Trust Account for the benefit of its public stockholders (excluding any deferred underwriters fees and taxes payable on the income earned on the Trust Account). See the section entitled “Proposal No. 1 — The Business Combination Proposal — Opinion of BTIG.” The full text of BTIG’s written opinion is attached as Annex F to this proxy statement/prospectus and is incorporated herein by reference.

In the prospectus for the Company’s initial public offering, we stated that, while we may pursue an acquisition in any business industry or sector, we intended to focus on prospective target companies in technology, direct to consumer and fintech industries that have powerful and differentiated relationships with their customers, and that have market-leading insight into how their consumers live, what they need, and how to communicate with them effectively. We stated that we may also evaluate target companies that create, produce, own, distribute and/or market content, products and services or facilitate the sharing economy, whether serving domestic and/or international audiences. The Board considered these factors identified in the prospectus for the Company’s initial public offering

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in its evaluation of Heliogen. Furthermore, in light of the due diligence conducted on Heliogen by the Athena management team and its third-party advisors, and taking into account Heliogen’s focus on renewable energy and meaningfully addressing climate change, Heliogen’s technology that is designed to address the intermittency issues of renewable energy as well as Heliogen’s commitment to diversity and inclusion, the Board determined that Heliogen met the criteria in the Company’s prospectus for its initial public offering.

In approving the Business Combination, the Board considered the factors that include, but are not limited to, those set forth above as well as the following positive factors, several of which are based upon our due diligence:

•        Innovative Technology Capable of Commercialization.    Heliogen’s AI-enabled concentrated solar power technology is designed to capture sunlight and generate intense heat that can be used for industrial heat or converted into electricity or clean fuel with the capability to provide near continuous energy to users. Heliogen’s plant design is based on its artificial intelligence computer-vision closed loop tracking software. Components will be pre-assembled in a factory, leveraging best-in-class automation. Heliogen aims to create its energy storage using low-cost, solid state materials such as rocks or ceramic. Heliogen has an operating prototype of multiple aspects of its technology, that has already been field tested, and the company is in negotiations with three prospective customers that are expected to demonstrate the commercial viability of Heliogen’s technology and solutions. Heliogen continues to innovate toward driving down commercial-scale cost, both near term and long term. One of Heliogen’s innovations under development is a robotic approach to plant maintenance, with the goal of reducing the human capital requirements.

•        Large Addressable Market.    Energy capital expenditure investments between 2020 and 2030 are projected to be approximately $8.5 trillion globally as governments and businesses transition to clean and renewable energy sources. Heliogen’s AI-enabled concentrated solar power technology will address various segments of the market by capturing sunlight and generating intense heat that can be converted into electricity or “green hydrogen”. Through Heliogen’s storage solution Heliogen’s technology is expected to provide near-continuous energy, thereby addressing one of the drawbacks to commercial adoption of sources of renewable energy.

•        Capex-Light Business Model.    Heliogen has developed a modular and scalable plant design for its Sunlight Refinery™. Each plant will be designed as one 5 megawatt-electric (“MWe”) or equivalent plant that can then be replicated to meet customer needs. For example, a customer seeking 100 megawatts of electric power would be served by approximately 20 Heliogen plant modules. Heliogen does not intend to be an owner-operator of these plants or hold the assets on its balance sheet. Rather, the assets will be owned by Heliogen’s customers, Heliogen’s business model is therefore relatively capex-light, with its primary need for capex being to build manufacturing facilities.

•        Growth Prospects.    Heliogen is forecasting that it will be cash flow positive in 2025, based on 3 to 5 projects per year starting in 2023 and assuming that each project after the first three commercial facilities has multiple plant modules with the number of modules per project growing over time as set forth in the Prospective Financial Information. (See the section entitled “Proposal No. 1 — The Business Combination ProposalProspective Financial Information” for a discussion of the Prospective Financial Information). Heliogen’s business model does not include government subsidies other than the U.S. investment tax credit nor factor in mandates for renewable energy percentages or the impact of carbon taxes or credits. Heliogen’s business model could also be expanded in the future to provide for potential licensing revenues.

•        Intellectual Property Portfolio.    Heliogen has a portfolio of 6 granted patents and 13 pending patents on its technology, including Heliostat closed-loop tracking system, Heliostat tracking based on radiance maps, Heliostat intensity and polarization tracking, and receiver for capturing solar energy.

•        PIPE Investment.    The Company obtained commitments for $165 million through the PIPE, which included investments from existing Heliogen investors and new investors, including Counterpoint Global (Morgan Stanley), Salient Partners, Saba Capital and the XCarb Innovation Fund of ArcelorMittal (an affiliate of a prospective customer of Heliogen). The existing Heliogen investors in the PIPE were identified to Athena by Heliogen management and certain of the new investors in the PIPE were identified to Athena by Heliogen management with the balance of the new investors identified by CCM.

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Other than in respect of the XCarb Innovation Fund of ArcelorMittal (an affiliate of a prospective customer of Heliogen) and certain existing investors in Heliogen, neither Athena nor the Sponsor had relationships or affiliations with the PIPE investors. The terms of the PIPE and the subscription agreements were negotiated between representatives of Athena and representatives of the PIPE investors on an arms’-length basis.

•        Experienced and Committed Diverse Management Team.    Bill Gross, Heliogen’s Founder and CEO, has been involved in more than 150 companies over 30 years and is supported by a committed and experienced management team with a diversity of not only operational, financial, technical and product manufacturing experience and expertise, but also racial, ethnic and gender diversity. The management team intends to remain with Heliogen following the Closing in the capacity of its officers and/or directors, which will provide helpful continuity in advancing Heliogen’s technology and commercialization goals.

•        Due Diligence.    Due diligence examinations of Heliogen by Company management, as well as the Company’s legal, financial and other advisors, and discussions with its management.

•        Negotiated Transaction.    The financial and other terms of the Business Combination Agreement and the related agreements, including a lock-up identical to the Sponsor’s with respect to the shares of Athena Common Stock for certain key equity holders of Heliogen for up to 180 days post-Closing with 50%, 25% and 25% of such shares subject to earlier release if the closing stock price for New Heliogen Common Stock equals or exceeds $12.00 per share, $13.50 per share and $17.00 per share, respectively, for any 20 trading days within any 30-trading day period, and the fact that such terms and conditions are reasonable and were the product of arm’s length negotiations between Athena and Heliogen.

In the course of its deliberations, the Board also considered a variety of uncertainties, risks and other potentially negative factors relevant to the Business Combination, including the following:

•        Deployment Risk.    The risk that Heliogen could experience delays in deploying, or be unable to deploy as contemplated, its technology because of its innovative design and novel components. Additionally, although Heliogen is in negotiations with several customers that are expected to demonstrate the commercial viability of its technology, Heliogen has not yet onboarded any customers for its Sunlight Refinery™.

•        Additional Validation Testing Required.    Heliogen’s technology and its components and software require further testing to validate its use in a commercial setting, including in extreme weather conditions, under extreme thermal stress and general feasibility testing.

•        Product Management Risk.    While the Heliogen management team is committed and capable, product management best practices have not yet been fully established for its solutions and require additional hires to establish.

•        Public Company Risk.    The risks that are associated with being a publicly traded company that is in its early, developmental stage with a management team with limited to no experience operating a public company.

•        Redemption Risk.    The risk that a significant number of Athena stockholders elect to redeem their shares prior to the consummation of the Business Combination and pursuant to Athena’s existing amended and restated certificate of incorporation, which would potentially make the Business Combination more difficult to complete or reduce the amount of cash available to New Heliogen to accelerate its business plan following the Closing.

•        Stockholder Vote Risk.    The risk that Athena’s stockholders may fail to provide the votes necessary to effect the Business Combination.

•        Closing Conditions Risk.    The risk that completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within Athena’s control.

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•        Benefits May Not Be Achieved Risk.    The risk that the potential benefits of the Business Combination may not be fully achieved or may not be achieved within the expected timeframe.

•        Litigation Risk.    The risk of the possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combinations.

•        Athena Stockholders Receiving a Minority Positions Risk.    The risk that Athena stockholders will hold a minority position in New Heliogen.

•        Fees, Expenses and Time Risk.    The risk of incurring significant fees and expenses associated with completing the Business Combination and the substantial time and effort of management required to complete the Business Combination.

•        Other Risks Factors.    Various other risk factors associated with Heliogen’s business, as described in the section entitled “Risk Factors.”

In addition to considering the factors described above, the Board also considered that some officers and directors of Athena may have interests in the Business Combination as individuals that are in addition to, and that may be different from, the interests of Athena’s stockholders. While Phyllis Newhouse will continue with Heliogen as a non-employee director after the Closing, no member of management of Athena will be employed by Heliogen following the Closing. Athena’s independent directors reviewed and considered these interests during the negotiation of the Business Combination and in evaluating and unanimously approving, as members of the Board, the Business Combination Agreement and the Business Combination. For more information, see the section entitled “— Interests of Certain Persons in the Business Combination.”

The Company’s Board concluded that the potential benefits that it expects the Company and its stockholders to achieve as a result of the Business Combination outweigh the potentially negative factors associated with the Business Combination. Accordingly, the Company’s Board, based on its consideration of the specific factors listed above, unanimously (a) determined that the Business Combination and the other transactions contemplated thereby are advisable, fair to, and in the best interests of the Company and its stockholders, (b) authorized and approved in all respects the Business Combination Agreement, the Subscription Agreements, and the agreements and transactions contemplated thereby, (c) in accordance with the DGCL, directed that the Business Combination Agreement and the terms of the business combination transaction contemplated thereby, including without limitation the Business Combination, be submitted for consideration by the Company’s stockholders for approval and (d) recommended that the stockholders of the Company approve the Business Combination Agreement and the business combination transaction contemplated thereby, including without limitation, the Business Combination and the payment of the Aggregate Merger Consideration.

The above discussion of the material factors considered by the Board is not intended to be exhaustive but does set forth the principal factors considered by the Board.

Heliogen’s Reasons for the Approval of the Business Combination

The Heliogen Board of Directors (the “Heliogen Board”) met virtually on July 5, 2021, to, among other things, discuss a potential business combination with the Company, and unanimously determined that the Business Combination Agreement and the Business Combination transaction were in the best interest of Heliogen and its stockholders. Prior to reaching its decision to approve the Business Combination Agreement and the Business Combination, the Heliogen Board of Directors consulted with Heliogen’s management, as well as with Heliogen’s legal, financial, and other advisors.

The Heliogen Board considered a wide variety of factors in connection with its evaluation of the Business Combination. In light of the complexity of those factors, the Heliogen Board, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. The Heliogen Board viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual members of the Heliogen Board may have given different weight to different factors.

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In approving the Business Combination, the Heliogen Board took into account a number of considerations, including the following:

•        due to the recent growth of the solar energy industry and resulting increase in both competition and opportunities, Heliogen believes that pursuing a go-public transaction is important to allow Heliogen to more efficiently and effectively raise capital to build and expand its operations.

•        the Business Combination is expected to provide significant cash liquidity for Heliogen’s stockholders by giving them access to public markets, even during periods of market instability.

•        the Business Combination is expected to minimize market volatility and pricing risks compared to an underwritten initial public offering because it provides greater certainty with respect to valuation and liquidity.

•        the Business Combination allows Heliogen’s management to continue in their existing roles and maintain control over the combined company’s strategic direction; in doing so, the Business Combination avoids the post-closing friction and power struggles in the operations and management of the combined company that often exist in the aftermath of strategic merger transactions.

•        the Business Combination will increase public awareness of Heliogen and its innovative technology and may attract additional customers.

•        the Business Combination could be completed more quickly than an underwritten initial public offering so that the combined company could take advantage of the benefits of being public sooner.

•        the Company’s leadership team supports Heliogen’s mission and approach to building the business, and the Company’s management team can provide specialized expertise to supplement the skills of Heliogen’s existing management team.

Conditions to Closing of the Business Combination

Conditions to Each Party’s Obligations

The respective obligations of Athena, HelioMax Merger Sub and Heliogen to consummate the Business Combination are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of the following conditions:

•        the Written Consent (as defined in the Business Combination Agreement) shall have been delivered to Athena;

•        the Proposals shall have been approved and adopted by the requisite affirmative vote of the Athena stockholders in accordance with this proxy statement/prospectus, the DGCL, the Athena organizational documents and the rules and regulations of the NYSE;

•        no governmental authority shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award which is then in effect and has the effect of making the Business Combination illegal or otherwise prohibiting consummation of the Business Combination;

•        all required filings under the HSR Act shall have been completed and any applicable waiting period (and any extension thereof) applicable to the consummation of the Business Combination under the HSR Act shall have expired or been terminated;

•        this proxy statement/prospectus shall have been declared effective under the Securities Act; no stop order suspending the effectiveness of this proxy statement/prospectus shall be in effect, and no proceedings for purposes of suspending the effectiveness of this proxy statement/prospectus shall have been initiated or be threatened by the SEC;

•        the shares of Athena Common Stock shall be listed on the NYSE as of the Closing Date;

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•        the parties shall have caused the Initial Post-Closing New Heliogen Directors to be designated as directors on the New Heliogen Board;

•        Athena shall have at least $5,000,001 of net tangible assets following the exercise of redemption rights in accordance with Athena’s organizational documents.

Conditions to Athena and HelioMax Merger Sub’s Obligations

The obligations of Athena and HelioMax Merger Sub to consummate the Business Combination are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of the following additional conditions:

•        the accuracy of the representations and warranties of Heliogen as of the date of the Business Combination Agreement and as of the Closing, subject to certain materiality and material adverse effect thresholds, as more fully described in “Proposal No. 1  Approval of the Business Combination — The Business Combination Agreement — Conditions to Closing of the Business Combination Agreement” on page 128.

•        each of the covenants of Heliogen to be performed or complied with as of or prior to the Closing must have been performed or complied with in all material respects;

•        Heliogen shall have delivered to Athena a customary officer’s certificate, dated the date of the Closing, certifying as to the satisfaction of certain conditions;

•        no Heliogen Material Adverse Effect shall have occurred between the date of the Business Combination Agreement and the Closing Date;

•        other than those persons identified as continuing directors in the Business Combination Agreement, all members of the Heliogen board of directors and the board of directors of the Heliogen subsidiaries, as required pursuant to the Business Combination Agreement, shall have executed written resignations effective as of the effective time of the Business Combination;

•        the Stockholder Support Agreement shall be in full force and effect, and no Key Heliogen Stockholder shall have attempted to repudiate or disclaim any of its or his obligations thereunder;

•        all parties to the Heliogen Registration Rights and Lock-Up Agreement (other than Athena) shall have delivered, or caused to be delivered, to Athena copies of the Heliogen Registration Rights and Lock-Up Agreement duly executed by all such parties;

•        on or prior to the Closing, Heliogen shall have delivered to Athena a properly executed certification that shares of Heliogen Common Stock are not “U.S. real property interests” in accordance with Treasury regulations under Sections 897 and 1445 of the Code, together with a notice to the IRS (which will be filed by Heliogen with the IRS following the Closing) in accordance with the provisions of Section 1.897-2(h)(2) of the Treasury regulations; and

•        Heliogen shall have effected the amendment to its Amended and Restated Certificate of Incorporation as contemplated in the Stockholder Support Agreement.

Conditions to Heliogen’s Obligations

The obligations of Heliogen to consummate the Business Combination are subject to the satisfaction or waiver (where legally permissible) at or prior to the Closing of the following additional conditions:

•        the accuracy of the representations and warranties of Athena as of the date of the Business Combination Agreement and as of the Closing, subject to certain materiality and material adverse effect thresholds, as more fully described in “Proposal No. 1 Approval of the Business Combination — The Business Combination Agreement — Conditions to Closing of the Business Combination Agreement” on page 128;

•        each of the covenants of the Athena to be performed or complied with as of or prior to the Closing must have been performed or complied with in all material respects;

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•        Athena shall have delivered to Heliogen a customary officer’s certificate (signed by the President of Athena), dated the date of the Closing, certifying as to the satisfaction of certain conditions;

•        no Athena Material Adverse Effect shall have occurred between the date of the Business Combination Agreement and the Closing Date;

•        other than Phyllis Newhouse, all other members of the Board shall have executed written resignations effective as of the effective time of the Business Combination Agreement;

•        a supplemental listing shall have been filed with the NYSE as of the Closing Date to list the shares constituting the Heliogen merger consideration;

•        Athena shall have an aggregate amount of cash and cash equivalents available from any sources of not less than $150,000,000 including the cash available to Athena from the Trust Account (after any redemptions by the Athena stockholders and the payment of any deferred underwriting expenses of Athena not related to the Business Combination) and the proceeds from the PIPE Investment;

•        the Sponsor Support Agreement shall be in full force and effect, and the Sponsor shall not have attempted to repudiate or disclaim any of its obligations thereunder;

•        the A&R Sponsor Letter Agreement shall be in full force and effect and none of the parties thereto shall have attempted to repudiate or disclaim any of their respective obligations thereunder.

Regulatory Matters

Under the HSR Act and the rules that have been promulgated thereunder by the U.S. Federal Trade Commission (“FTC”), certain transactions may not be consummated unless information has been furnished to the Antitrust Division of the Department of Justice (“Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. The Business Combination is subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the filing of the required Notification and Report Forms with the Antitrust Division and the FTC or until early termination is granted. On July 20, 2021, the Company and Heliogen, filed the required forms under the HSR Act with the Antitrust Division and the FTC. The 30-day waiting period with respect to the Business Combination expired at 11:59 p.m. Eastern time on August 19, 2021.

At any time before or after consummation of the Business Combination, notwithstanding any termination of the waiting period under the HSR Act, the applicable competition authorities could take such action under applicable antitrust laws as each deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Business Combination. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. We cannot assure you that the Antitrust Division, the FTC, any state attorney general, or any other government authority will not attempt to challenge the Business Combination on antitrust grounds, and, if such a challenge is made, we cannot assure you as to its result. Neither the Company or Heliogen is aware of any material regulatory approvals or actions that are required for completion of the Business Combination other than the expiration or early termination of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Quorum and Required Vote for Proposals for the Special Meeting

The approval of the Business Combination Proposal requires the affirmative vote of a majority of votes cast by the stockholders present in person or represented by proxy and entitled to vote thereon at the Special Meeting. In order to establish the quorum for purposes of the Business Combination Proposal, holders of at least a majority of the outstanding shares of Common Stock must be present at the Special Meeting in person or by proxy. Accordingly, a Company stockholder’s failure to vote by proxy or to vote in person at the Special Meeting will not be counted towards the number of shares of Common Stock required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Business Combination Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established and will have no effect on the Business Combination Proposal.

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The approval of the Business Combination Proposal, the NYSE Stock Issuance Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of our Common Stock represented in person or by proxy and entitled to vote at the Special Meeting. Approval of the Charter Amendment Proposal requires the affirmative vote of (i) the holders of a majority of the Founder Shares then outstanding, voting separately as a single class, (ii) the holders of a majority of the shares of Class A Common Stock then outstanding, voting separately as a single class and (iii) the holders of a majority of the then outstanding shares of Athena Common Stock, voting together as a single class. The Election of Directors Proposal requires the affirmative vote of a plurality of the votes cast by the holders of our Common Stock represented in person or by proxy and entitled to vote at the special meeting.

Under these voting standards, a failure to vote or an abstention will have no effect on the Business Combination Proposal, the Charter Amendment Proposal, the Election of Directors Proposal and the Adjournment Proposal. For purposes of the NYSE Stock Issuance Proposal, the Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal, the NYSE considers an abstention vote as a “vote cast”, and therefore, an abstention will have the same effect as a vote “AGAINST” such proposals, while a failure to vote will have no effect on these three proposals. Broker non-votes will count as a vote “AGAINST” the Charter Amendment Proposal, but will not have any effect on the outcome of any other Proposals.

The transactions contemplated by the Business Combination Agreement will be consummated only if the Business Combination Proposal, the NYSE Stock Issuance Proposal, the Charter Amendment Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Election of Directors Proposal are approved at the Special Meeting. The proposals in this proxy statement/prospectus (other than the Adjournment Proposal) are conditioned on the approval of each of the Business Combination Proposal.

Recommendation to Company Stockholders

Our Board believes that the Business Combination Proposal, the NYSE Stock Issuance Proposal, the Charter Amendment Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Election of Directors Proposal and the Adjournment Proposal to be presented at the Special Meeting are each in the best interests of the Company and our stockholders and recommends that its stockholders vote “FOR” each of the proposals.

When you consider the recommendation of our Board in favor of approval of the Business Combination Proposal, you should keep in mind that our Sponsor and certain members of our Board and officers have interests in the Business Combination that are different from or in addition to (or which may conflict with) your interests as a stockholder. Stockholders should take these interests into account in deciding whether to approve the proposals presented at the Special Meeting, including the Business Combination Proposal. Please see “Special Meeting of Company Stockholders — Recommendation to Company Stockholders.”

Risk Factors

In evaluating the Business Combination and the proposals to be considered and voted on at the Special Meeting, you should carefully review and consider the risk factors set forth under the section entitled “Risk Factors” beginning on page 53 of this proxy statement/prospectus. The occurrence of one or more of the events or circumstances described in that section, alone or in combination with other events or circumstances, may have a material adverse effect on (i) the ability of the Company and Heliogen to complete the Business Combination and (ii) the business, cash flows, financial condition and results of operations of Heliogen, prior to the consummation of the Business Combination and the post-combination company following the consummation of the Business Combination.

Opinion of BTIG

In connection with the Business Combination, our financial advisor, BTIG delivered an oral opinion, subsequently confirmed by delivery of a written opinion to our Board, to the effect that, as of that date and subject to and based on the assumptions made, procedures followed, matters considered, limitations of the review undertaken and qualifications contained in such opinion, (i) the Aggregate Merger Consideration to be paid by Athena in the Business Combination pursuant to the Business Combination Agreement was fair, from a financial point of view, to

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Athena, and (ii) the fair market value of Heliogen equaled or exceeded 80% of the amount of funds held by Athena in its Trust Account for the benefit of its public stockholders (excluding any deferred underwriters fees and taxes payable on the income earned on the Trust Account).

The full text of BTIG’s written opinion, which describes the assumptions made, procedures followed, matters considered, limitations of the review undertaken and qualifications contained in such opinion, is attached as Annex F to this proxy statement/prospectus and is incorporated herein by reference. We urge you to read such opinion carefully in its entirety. BTIG’s opinion was not intended to and does not constitute a recommendation to our Board as to how our Board should vote on the Business Combination or to any stockholder of Athena or Heliogen as to how any such stockholder should vote at any stockholders’ meeting at which the Business Combination may be considered, or whether or not any stockholder of Athena or Heliogen should enter into a voting, stockholders’ or affiliates’ agreement with respect to the Business Combination, or exercise any redemption or repurchase or exchange rights that may be available to such stockholder. For additional information, please see the section entitled Proposal No. 1— The Business Combination Proposal — Opinion of BTIG.”

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SELECTED HISTORICAL FINANCIAL INFORMATION OF THE COMPANY

The following table contains summary historical financial data of the Company as of and for the period from December 8, 2020 (the date of inception) through December 31, 2020 and as of and for the six months ended June 30, 2021. The information below is only a summary and should be read in conjunction with the sections entitled “The Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Information About the Company Prior to the Business Combination&