HELIOGEN, INC. : Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

Product 5.02 Departure of Directors or Certain Officers Election of Administrators
Appointment of Specified Officers Compensatory Arrangements of Specific Officers.

Departure of Bill Gross as Main Government Officer and Director

On February 5, 2023 (the “Efficient Day”), the Board of Administrators (the “Board”)
of Heliogen, Inc. (the “Enterprise”) terminated Bill Gross from his recent
posture as the Chief Government Officer (“CEO”) of the Organization, effective
straight away. On the similar date, Mr. Gross resigned as a member of the Board as
demanded below his work agreement with the Firm. Mr. Gross did not
provide on any committees of the Board.

Mr. Gross’ resignation letter, a copy of which is being furnished as Exhibit
17.1 to this Existing Report on Type 8-K, expressed his disagreement with the
Board’s decision to boost an inside candidate to exchange Mr. Gross as the
CEO of the Company, in lieu of Mr. Gross’ proposed exterior prospect. The Board
disagrees with the assertions built by Mr. Gross in his resignation letter. The
customers of the Board undertook their critique of likely CEO succession in a
deliberate and thoughtful manner in accordance with their fiduciary duties to
the Organization and its stockholders. Adhering to this evaluate, the Board terminated Mr. Gross because the Board believes that the Firm has failed to obtain its
prospective less than his stewardship as evidenced by, amid other issues, the
Firm’s substantial drop in current market worth due to the fact going general public, the failure of Mr. Gross to supply unifying leadership to our govt committee, and his
failure to communicate a convincing route to drive improved general performance in the
potential. The Board’s conclusion to terminate Mr. Gross was not primarily based on Mr. Gross’s prospect for President of the Corporation. The Board had been setting up for the
succession of Mr. Gross as CEO and experienced been thinking about inner and external
candidates, including Mr. Gross’ candidate. Mr. Gross, as a director, was
incorporated in these deliberations and the Board very carefully thought of his sights.
The Board, having said that, hardly ever nominated Mr. Gross’ prospect as President, as
recommended in Mr. Gross’ letter. Just after cautious consideration of the possible CEO
succession selections, the Board decided that it was in the best pursuits of
the Firm and its stockholders to encourage a candidate that was intimately
acquainted with the Firm’s ground breaking renewable vitality technological innovation, its
clients, and the Board’s priorities to travel the Firm’s future success. The
Board finally concluded that Christiana Obiaya, the Firm’s present Chief
Monetary Officer (“CFO”) was the most skilled prospect to serve as the
Company’s CEO, based mostly on, among other things, Ms. Obiaya’s considerable know-how of
the Company’s engineering, customers and workers, almost two many years of
operational and economical working experience, and levels and a doing the job history in
both of those business and engineering.

Appointment of Christiana Obiaya as Chief Executive Officer and Director

On the Powerful Date, the Business appointed its recent CFO, Christiana Obiaya,
to provide as CEO. The Board also appointed Ms. Obiaya as a director of the
Corporation to fill the vacancy made by Mr. Gross’s departure. Ms. Obiaya will
provide as a Class I director for a phrase expiring at the 2025 once-a-year conference of
stockholders.

Ms. Obiaya has been the Company’s CFO because December 2021. Earlier Ms. Obiaya served as CFO at Heliogen Holdings, Inc. given that March 2021. Prior to joining
Heliogen Holdings, Inc, Ms. Obiaya held roles as head of approach and CFO for
Bechtel Electrical power (“Bechtel”) from 2017 to 2021 as nicely as numerous other management
roles spanning finance, technique, project improvement and financial commitment, and
undertaking execution from 2010 to 2017. Prior to Bechtel, Ms. Obiaya worked on
renewable power jobs in Kenya and India from 2008 to 2009. Ms. Obiaya commenced
her profession as an engineer, building products and solutions and scaling up production
processes at a multinational client merchandise organization from 2004 to 2008. Ms.
Obiaya graduated from the Massachusetts Institute of Technology (MIT) with a
B.S. in Chemical Engineering and an MBA from MIT Sloan College of Administration.

There are no preparations or understandings in between Ms. Obiaya and any other
particular person pursuant to which Ms. Obiaya was appointed as the CEO of the Firm or
as a member of the Board. There are no spouse and children relationships concerning Ms. Obiaya and any director or government officer of the Organization. Ms. Obiaya does not have
any direct or oblique substance fascination in any transaction expected to be
disclosed pursuant to Product 404(a) of Regulation S-K. The Firm intends to
enter into a new work agreement with Ms. Obiaya to mirror her posture as
CEO. Ms. Obiaya beforehand entered into the Company’s standard sort of
indemnification agreement, the sort of which is submitted as Show 10.6 to the
Company’s Current Report on Variety 8-K submitted with the SEC on January 6, 2022.

Appointment of Kelly Rosser as Interim Chief Money Officer

On the Productive Date, the Firm appointed its existing Chief Accounting
Officer, Kelly Rosser, to serve as Interim CFO.

Ms. Rosser has been the Company’s Main Accounting Officer considering that August 2022.
Earlier, Ms. Rosser served as Company Controller at Zenith Energy
Administration, LLC (“Zenith”) from April 2018 to August 2022. Prior to becoming a member of
Zenith, Ms. Rosser was an independent expert from September 2016 to April
2018 and served as Vice President, Chief Accounting Officer and Controller at
Par Pacific Holdings, Inc. (NYSE:PARR) from Might 2014 to September 2016. Ms.
Rosser is a senior stage finance executive and a Certified General public Accountant in
the state of Texas with extensive publicity to the electricity market, like
power technology, midstream, exploration and output, and refining businesses. Ms. Rosser has an M.S. in Accounting and a B.B.A from Texas A&M University.

There are no preparations or understandings in between Ms. Rosser and any other
human being pursuant to which she was appointed as the Interim CFO. There are no
loved ones interactions concerning Ms. Rosser and any director or executive officer of
the Company. Ms. Rosser does not have any immediate or oblique content desire
in any transaction essential to be disclosed pursuant to Product 404(a) of
Regulation S-K. Concurrently with her appointment as Interim CFO, Ms. Rosser entered into the Firm’s standard sort of indemnification agreement, the form
of which is filed as Exhibit 10.6 to the Firm’s Present-day Report on Type 8-K
submitted with the SEC on January 6, 2022.

Product 7.01 Regulation FD Disclosure.

On February 6, 2023, the Enterprise issued a push launch with respect to the
administration transition explained in Product 5.02 of this Present Report on
Variety 8-K. A duplicate of the Firm’s press release is staying furnished as Exhibit
99.1 to this Variety 8-K. The exhibit hooked up hereto shall not be considered “submitted”
for functions of Portion 18 of the Securities Exchange Act of 1934, as amended,
or if not topic to the liabilities of that part, nor shall it be deemed
included by reference in any filing beneath the Securities Act of 1933, as
amended.

Product 9.01 Economical Statements and Exhibits.




(d) Exhibits.



Show
Range       Description
17.1           Bill Gross Resignation Letter, dated February 5, 2023.
99.1           Push Release, dated February 6, 2023.
             Deal with Website page Interactive Information File (embedded inside the Inline XBRL
104          document).




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