Statement of Ownership (sc 13g)
February 23 2022 - 06:01AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G
(Rule
13d-102)
INFORMATION TO BE
INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b),
(c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO §
240.13d-2.
(Amendment
No. )*
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(Name of Issuer)
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Common Stock,
par value $0.0001 per share
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(Title of Class of
Securities)
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(CUSIP Number)
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December 31, 2021
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(Date of Event Which Requires
Filing of this Statement)
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Check the appropriate
box to designate the rule pursuant to which this Schedule is
filed:
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☐
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Rule 13d-1(b)
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☐
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Rule 13d-1(c)
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☒
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Rule 13d-1(d)
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*The remainder of
this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover
page.
The information
required in the remainder of this cover page shall not be deemed to
be “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934 (“Act”) or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
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1
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NAMES OF
REPORTING PERSONS
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Prime Movers Lab Fund I LP
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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| (a) ☒ |
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| (b) ☐ |
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR
PLACE OF ORGANIZATION
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING
POWER
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6
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SHARED VOTING
POWER
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19,930,277
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7
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SOLE DISPOSITIVE
POWER
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8
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SHARED
DISPOSITIVE POWER
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19,930,277 |
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
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12
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TYPE OF REPORTING
PERSON*
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PN
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1
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The percentages used herein and in the rest of this Schedule 13G
calculated based on 183,367,037 shares of Heliogen’s Common Stock
outstanding as of December 30, 2021, as provided by the
issuer. |
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1
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NAMES OF
REPORTING PERSONS
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Prime Movers
Lab GP I LLC
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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| (a) ☒ |
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| (b) ☐ |
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR
PLACE OF ORGANIZATION
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING
POWER
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6
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SHARED VOTING
POWER
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19,930,277
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7
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SOLE DISPOSITIVE
POWER
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8
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SHARED
DISPOSITIVE POWER
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19,930,277 |
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
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12
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TYPE OF REPORTING
PERSON*
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PN
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2
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Includes 19,930,277 shares held by Prime Movers Lab Fund I LP
(“PML”). Prime Movers Lab GP I LLC (“PML GP”) is the general
partner of PML. Dakin Sloss is the manager of PML GP and may
be deemed to have or share beneficial ownership of the shares held
by PML.
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1
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NAMES OF
REPORTING PERSONS
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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| (a) ☒ |
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| (b) ☐ |
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR
PLACE OF ORGANIZATION
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING
POWER
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6
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SHARED VOTING
POWER
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6,668,457
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7
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SOLE DISPOSITIVE
POWER
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8
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SHARED
DISPOSITIVE POWER
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6,668,457 |
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
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|
10
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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|
11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
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12
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TYPE OF REPORTING
PERSON*
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PN
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1
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NAMES OF
REPORTING PERSONS
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Prime Movers
Lab GP II LLC
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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| (a) ☒ |
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| (b) ☐ |
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR
PLACE OF ORGANIZATION
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING
POWER
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|
|
|
|
|
|
|
6
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SHARED VOTING
POWER
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6,668,457
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7
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SOLE DISPOSITIVE
POWER
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8
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SHARED
DISPOSITIVE POWER
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6,668,457 |
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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10
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
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12
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TYPE OF REPORTING
PERSON*
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PN
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3
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Includes 6,668,457 shares held by Heliogen PML SPV 1 LP (“Heliogen
PML”). Prime Movers Lab GP II LLC (“PML GP II”) is the general
partner of Heliogen PML. Dakin Sloss is the manager of PML GP
II and may be deemed to have or share beneficial ownership of the
shares held by Heliogen PML.
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1
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NAMES OF
REPORTING PERSONS
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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| (a) ☒ |
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| (b) ☐ |
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR
PLACE OF ORGANIZATION
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING
POWER
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|
|
|
|
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6
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SHARED VOTING
POWER
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26,598,734
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7
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SOLE DISPOSITIVE
POWER
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8
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SHARED
DISPOSITIVE POWER
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|
|
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|
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
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|
10
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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|
11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
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12
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TYPE OF REPORTING
PERSON*
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IN
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4
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Consists of (i) 19,930,277 shares held by PML and (ii) 6,668,457
shares held by Heliogen PML. PML GP I is the general partner of PML
and PML GP II is the general partner of Heliogen PML. Dakin Sloss
is the manager of PML GP I and PML GP II and as a result may be
deemed to have or share beneficial ownership of the shares held by
PML and Heliogen PML.
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Item
1(a)
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Name of
Issuer:
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The name of the issuer is Heliogen,
Inc. (“Heliogen”).
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Item
1(b)
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Address of
Issuer's Principal Executive Offices:
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Heliogen's principal executive office is located at 130 W Union
St., Pasadena, CA 91103
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Item
2(a)
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Name of
Person Filing:
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This Schedule 13G is being jointly filed on behalf of the following
persons (collectively, the “Reporting Persons”):
1. Prime Movers Lab Fund I LP (“PML”);
2. Prime Movers Lab GP I LLC (“PML GP I”);
3. Heliogen PML SPV 1 LP (“Heliogen PML”);
4. Prime Movers Lab GP II LLC (“PML GP II”); and
5. Dakin Sloss
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Item
2(b)
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Address of
Principal Business Office or, if none, Residence:
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The
principal business address of the Reporting Persons is P.O. Box
12829, Jackson, WY, 83002.
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Item 2(c)
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Citizenship: |
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PML is
a Delaware limited partnership, PML GP I is a Delaware limited
liability company, Heliogen PML is a Delaware limited partnership,
and PML GP II is a Delaware limited liability company. Dakin Sloss
is a United States citizen. |
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Item
2(d)
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Title of
Class of Securities:
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Common Stock, par value $0.0001 per share
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Item
2(e)
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CUSIP
No.:
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Item 3
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If this statement is filed
pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person
filing is a:
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Not applicable.
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1.
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Prime Movers Lab Fund I LP
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(a)
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Amount beneficially owned:
19,930,277
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(b)
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Percent of class: 10.9%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: 0
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(ii)
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Shared power to vote or direct the vote: 19,930,277
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(iii)
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Sole power to dispose or direct the disposition: 0
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(iv)
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Shared power to dispose or direct the disposition: 19,930,277
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2.
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Prime Movers Lab GP I LLC
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(a)
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Amount beneficially owned: 19,930,277
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(b)
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Percent of class: 10.9%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: 0
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(ii)
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Shared power to vote or direct the vote: 19,930,277
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(iii)
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Sole power to dispose or direct the disposition: 0
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(iv)
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Shared power to dispose or direct the disposition: 19,930,277
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3.
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Heliogen PML SPV 1 LP
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(a)
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Amount beneficially owned: 6,668,457
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(b)
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Percent of class: 3.6%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: 0
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(ii)
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Shared power to vote or direct the vote: 6,668,457
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(iii)
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Sole power to dispose or direct the disposition: 0
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(iv)
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Shared power to dispose or direct the disposition: 6,668,457
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4.
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Prime Movers Lab GP II LLC
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(a)
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Amount beneficially owned: 6,668,457
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(b)
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Percent of class: 3.6%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: 0
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(ii)
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Shared power to vote or direct the vote: 6,668,457
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(iii)
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Sole power to dispose or direct the disposition: 0
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(iv)
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Shared power to dispose or direct the disposition: 6,668,457
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5.
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(a)
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Amount beneficially owned: 26,598,734
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(b)
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Percent of class: 14.5%
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(c)
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Number of shares as to which such person has:
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(i)
|
Sole power to vote or direct the vote: 0
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(ii)
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Shared power to vote or direct the vote: 26,598,734
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(iii)
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Sole power to dispose or direct the disposition: 0
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(iv)
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Shared power to dispose or direct the disposition: 26,598,734
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5
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Dakin
Sloss is the manager of PML GP I and PML GP II, and as a result may
be deemed to have or share beneficial ownership of the shares held
by PML.
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Item 5
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Ownership
of Five Percent or Less of a Class:
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If this statement is being filed to report the fact that as
of the date hereof each of the Reporting Persons has ceased to be
the beneficial owner of more than five percent of the class of
securities, check the following ☐.
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Item 6
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Ownership
of More Than Five Percent on Behalf of Another Person:
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Not applicable.
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Item 7
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Identification
and Classification of the Subsidiary Which Acquired the Security
Being Reported on by the Parent Holding Company or Control
Person:
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Not applicable.
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Item 8
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Identification and Classification of Members of the
Group:
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Not applicable.
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Item 9
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Notice of
Dissolution of Group:
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Not applicable.
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Item 10
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Certification:
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Not applicable. |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Date: February 22, 2022
PRIME MOVERS LAB FUND I LP
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Prime Movers Lab GP I LLC
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Prime Movers Growth GP II LLC
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PRIME MOVERS LAB GP I LLC
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PRIME MOVERS LAB GP II LLC
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EXHIBIT INDEX
|
Exhibit
|
|
Description of Exhibit
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99.1
|
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Joint Filing Agreement dated February 22, 2022
|
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the
Schedule 13G to which this Exhibit is attached, and such Schedule
13G is filed on behalf of each of them; and
(ii) Each of them is responsible for the timely filing
of such Schedule 13G and any amendments thereto, and for the
completeness and accuracy of the information concerning such person
contained therein; but none of them is responsible for the
completeness or accuracy of the information concerning the other
persons making the filing, unless such person knows or has reason
to believe that such information is inaccurate.
Date: February 22,
2022
PRIME MOVERS LAB FUND I LP
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Prime Movers Lab GP I LLC
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Prime Movers Growth GP II LLC
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PRIME MOVERS LAB GP I LLC
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PRIME MOVERS LAB GP II LLC
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