Heliogen Inc 2024年度报告

FORM10-K xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember31, 2024oroTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ______________ to ______________Commission File Number:001-40209 Heliogen, Inc. (Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesoNox Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesoNox Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90days.YesxNoo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).YesxNoo 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 emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of theExchange Act. 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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.x Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.o If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.o Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesoNox As of June28, 2024, the last trading day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the common stock held by non-affiliates of the registrant was approximately $10.8million based on the closing price of the registrant’s common stock on that date. As of March20, 2025, there were6,116,752shares of common stock, par value $0.0001 per share outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. Table of Contents PageCautionary Note Regarding Forward-Looking Statements3Summary Risk Factors5Part IItem 1. Business7Item 1A. Risk Factors13Item 1B. Unresolved Staff Comments29Item 1C. Cybersecurity29Item 2. Properties31Item 3. Legal Proceedings31Item 4. Mine Safety Disclosures31Part IIItem 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities32Item 6. [Reserved]32Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations33Item 7A. Quantitative and Qualitative Disclosures About Market Risk39Item 8. Financial Statements and Supplementary Data40Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures76Item 9A. Controls and Procedures76Item 9B. Other Information78Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections78Part IIIItem 10. Directors, Executive Officers and Corporate Governance79Item 11. Executive Compensation87Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters92Item 13. Certain Relationships and Related Transactions, and Director Independence94Item 14. Principal Accounting Fees and Services96Part IVItem 15. Exhibits, Financial Statement Schedules97Item 16. Form 10-K Summary99Signatures100 Cautionary Note Regarding Forward-Looking Statements This Annual Report on Form 10-K (“Annual Report”) contains forward-looking statements within the meaning of Section27A of the Securities Act of 1933, as amended