SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILEDPURSUANT TO RULES 13d-1 (b), (c)
AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 2)*
Heliogen, Inc.
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Classof Securities)
42329E105
(CUSIP Number)
December 31, 2023
(Date of EventWhich Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to whichthis Schedule
is filed:
.. Rule 13d-1(b)
.. Rule 13d-1(c)
x Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reportingperson's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containinginformation which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shallnot be
deemed to be "filed" for the purpose 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).
(Continued on following pages)
Page 1 of 11
Exhibit Index on Page 10
CUSIP # 42329E105 Page 2 of 11
1 NAME OF REPORTING PERSONS NeoTribe Ventures I, L.P. ("NTV I")
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
¨
(b)
x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES 0 shares.
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
6 SHARED VOTING POWER
0 shares.
7 SOLE DISPOSITIVE POWER
0 shares.
8 SHARED DISPOSITIVE POWER
0 shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 0
REPORTING PERSON
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) ..
EXCLUDES CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12 TYPE OF REPORTING PERSON PN
CUSIP # 42329E105 Page 3 of 11
1 NAME OF REPORTING PERSONS NeoTribe Associates I, L.P. ("NTA I")
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
¨
(b)
x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES 0 shares.
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
6 SHARED VOTING POWER
0 shares.
7 SOLE DISPOSITIVE POWER
0 shares.
8 SHARED DISPOSITIVE POWER
0 shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 0
REPORTING PERSON
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) ..
EXCLUDES CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12 TYPE OF REPORTING PERSON PN
CUSIP # 42329E105 Page 4 of 11
1 NAME OF REPORTING PERSONS NeoTribe Partners I, LLC ("NTP I")
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
¨
(b)
x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES 0 shares.
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
6 SHARED VOTING POWER
0 shares.
7 SOLE DISPOSITIVE POWER
0 shares.
8 SHARED DISPOSITIVE POWER
0 shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 0
REPORTING PERSON
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) ..
EXCLUDES CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12 TYPE OF REPORTING PERSON OO
CUSIP # 42329E105 Page 5 of 11
1 NAME OF REPORTING PERSONS Krishna Kolluri ("Kolluri")
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
¨
(b)
x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 5 SOLE VOTING POWER
SHARES 0 shares.
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
6 SHARED VOTING POWER
0 shares.
7 SOLE DISPOSITIVE POWER
0 shares.
8 SHARED DISPOSITIVE POWER
0 shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 0
REPORTING PERSON
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) ..
EXCLUDES CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12 TYPE OF REPORTING PERSON IN
CUSIP # 42329E105 Page 6 of 11
ITEM 1(A). NAME OF ISSUER
Heliogen, Inc. (the "Issuer")
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
130 W Union St.
Pasadena, CA 91103
ITEM 2(A). NAME OF PERSONS FILING
This Schedule is filed byNeoTribe Ventures I, L.P., a Delaware limited
partnership ("NTV I"), NeoTribe Associates I, L.P., a Delaware limited
partnership("NTA I"), NeoTribe Partners I, LLC, a Delaware limited liability
company ("NTP I"), and Krishna Kolluri ("Kolluri").The foregoing entities and
individuals are collectively referred to as the "Reporting Persons."
ITEM 2(B). ADDRESS OF PRINCIPAL OFFICE
The address for each of the Reporting Persons is:
c/o NeoTribe Management Company, LLC
2440 Sand Hill Rd, Suite 302
Menlo Park, CA 94025
ITEM 2(C). CITIZENSHIP
See Row 4 of cover page foreach Reporting Person.
ITEM 2(D). TITLE OF CLASS OF SECURITIES
Common Stock, par value $0.0001
ITEM 2(E) CUSIP NUMBER
42329E105
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A
:
Not applicable.
ITEM 4. OWNERSHIP
The following information with respect tothe ownership of the Common Stock of
the Issuer by the persons filing this Statement is provided as of December 31,
2023:
CUSIP # 42329E105 Page 7 of 11
(a) Amount beneficially owned
:
See Row 9 of cover page for each Reporting Person.
(b) Percent of Class
:
See Row 11 of cover page for each Reporting Person.
(c) Number of shares as to which such person has
:
(i) Sole power to vote or to direct the vote
:
See Row 5 of cover page for each Reporting Person.
(ii) Shared power to vote or to direct the vote
:
See Row 6 of cover page for each Reporting Person.
(iii) Sole power to dispose or to direct the disposition of
:
See Row 7 of cover page for each Reporting Person.
(iv) Shared power to dispose or to direct the disposition of
:
See Row 8 of cover page for each Reporting Person.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this Statement is beingfiled to report the fact that as of the date hereof
each Reporting Person has ceased to be the beneficial owner of more than five
percentof the class of securities, check the following:
x
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
.
Under certain circumstancesset forth in the limited partnership agreements of
NTV I and NTA I and the limited liability company agreement of NTP I, the
partnersor members, as the case may be, of each of such entities may be deemed
to have the right to receive dividends from, or the proceeds fromthe sale of,
shares of the Issuer directly or indirectly owned by each such entity of which
they are a partner or member.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
.
Not applicable.
CUSIP # 42329E105 Page 8 of 11
ITEM 10. CERTIFICATION
.
Not applicable.
CUSIP # 42329E105 Page 9 of 11
SIGNATURES
After reasonable inquiry and to the best of my knowledgeand belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: February 12, 2024
NEOTRIBE VENTURES I, L.P.
By: NEOTRIBE PARTNERS I, LLC
Its: General Partner
By: /s/ Krishna Kolluri
Name: Krishna Kolluri
Title: Managing Member
NEOTRIBE ASSOCIATES I, L.P.
By: NEOTRIBE PARTNERS I, LLC
Its: General Partner
By: /s/ Krishna Kolluri
Name: Krishna Kolluri
Title: Managing Member
NEOTRIBE PARTNERS I, LLC
By: /s/ Krishna Kolluri
Name: Krishna Kolluri
Title: Managing Member
KRISHNA KOLLURI
By: /s/ Krishna Kolluri
Name: Krishna Kolluri
CUSIP # 42329E105 Page 10 of 11
EXHIBIT INDEX
Found on
Sequentially
Exhibit Numbered Page
Exhibit A: Agreement of Joint Filing 11
CUSIP # 42329E105 Page 11 of 11
exhibit A
Agreement of Joint Filing
The Reporting Persons herebyagree that a single Schedule 13G (or any amendment
thereto) relating to the Common Stock of the Issuer shall be filed on behalf
of eachof the Reporting Persons. Note that a copy of the applicable Agreement
of Joint Filing is already on file with the appropriate agencies.