Item 1.01. Entry into a Material Definitive Agreement.
Second Amendment to Merger Agreement
As previously disclosed, on November 13, 2022, TLG Acquisition One Corp. ("TLG")
and Eagle Merger Corp., a Delaware corporation and wholly-owned subsidiary of
TLG, entered into a Merger Agreement (as amended by that First Amendment to
Merger Agreement, dated December 23, 2022, and as it may be further amended,
supplemented or otherwise modified from time to time in accordance with its
terms, the "Merger Agreement") with Electriq Power, Inc., a Delaware corporation
("Electriq"). We refer to TLG after the consummation of the transactions
contemplated by the Merger Agreement (the "Business Combination") as "New
Electriq." Capitalized terms used in this Current Report on Form 8-K but not
otherwise defined herein have the meanings given to them in the Merger
Agreement.
On March 22, 2023, each of the parties to the Merger Agreement entered into a
Second Amendment to Merger Agreement (the "Second Merger Agreement Amendment"),
pursuant to which the parties agreed to, among other things, eliminate the Cash
Election and modify the references to the exchange process and the trust
termination process accordingly.
A copy of the Second Merger Agreement Amendment is filed with this Current
Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference. The
foregoing description of the Second Merger Agreement Amendment is not complete
and is qualified in its entirety by reference to the Second Merger Agreement
Amendment filed herewith.
First Amendment to Amended and Restated Securities Purchase Agreement
As previously disclosed, on November 13, 2022, Electriq entered into a
securities purchase agreement with John Michael Lawrie (as amended and restated
on December 23, 2022, and as it may be further amended, supplemented or
otherwise modified from time to time in accordance with its terms, the "A&R
Securities Purchase Agreement"), pursuant to which Mr. Lawrie agreed to purchase
secured convertible promissory notes from Electriq in an aggregate amount of up
to $8.5 million (the "Lawrie Notes"), the initial $5 million of which Mr. Lawrie
funded on December 23, 2022.
On March 22, 2023, each of the parties to the A&R Securities Purchase Agreement
entered into a First Amendment to the Amended and Restated Securities Purchase
Agreement (the "A&R SPA Amendment"), pursuant to which the parties agreed to,
among other things, eliminate funding under the Permanent Financing (as defined
in the A&R Securities Purchase Agreement) as a closing condition to Mr. Lawrie's
funding of the remaining $3.5 million under the Lawrie Notes.
A copy of the A&R SPA Amendment is filed with this Current Report on Form 8-K as
Exhibit 10.1 and is incorporated herein by reference. The foregoing description
of the A&R SPA Amendment is not complete and is qualified in its entirety by
reference to the A&R SPA Amendment filed herewith.
First Amendment to Lock-Up Agreement
As previously disclosed, on November 13, 2022, certain security holders of
Electriq (the "Electriq Holders") entered into agreements with Electriq and TLG
(each, a "Lock-up Agreement"), pursuant to which the Electriq Holders agreed,
among other things, that their shares of TLG Class A Common Stock received as
Closing Merger Consideration may not be transferred until the earlier to occur
of (i) six months following Closing and (ii) the date after the Closing on which
New Electriq completes a liquidation, merger, capital stock exchange,
reorganization or other similar transaction that results in all of New Electriq
stockholders having the right to exchange their equity holdings in New Electriq
for cash, securities or other property (the "Lock-up").
On March 22, 2023, the parties to each of the Lock-up Agreements entered into a
First Amendment to the Lock-up Agreement (the "Lock-up Amendment"), pursuant to
which the parties agreed to amend the definition of "Restricted Securities" such
that a fraction of the Closing Merger Consideration (equal to approximately 5%)
received by each Electriq Holder will not be subject to the Lock-up (such
fraction as further identified in the Lock-up Amendment).
A copy of the form Lock-up Amendment is filed with this Current Report on Form
8-K as Exhibit 10.2 and is incorporated herein by reference. The foregoing
description of the Lock-up Amendment is not complete and is qualified in its
entirety by reference to the Lock-up Amendment filed herewith.
--------------------------------------------------------------------------------
Additional Information and Where to Find It
This communication relates to the proposed Business Combination involving TLG
and Electriq. This communication may be deemed to be solicitation material in
respect of the proposed Business Combination. The proposed Business Combination
will be submitted to TLG's stockholders for their consideration. In connection
with the proposed Business Combination, TLG has filed with the SEC a
registration statement on Form S-4 (the "Form S-4"), in which a joint proxy
statement/consent solicitation statement/prospectus (the "Proxy
Statement/Prospectus") was included. The information in the Form S-4 is not
complete and may be changed. TLG also intends to file other relevant documents
with the Securities and Exchange Commission ("SEC") regarding the proposed
Business Combination. After the Form S-4 is declared effective by the SEC, the
definitive Proxy Statement/Prospectus will be mailed to TLG's stockholders in
connection with TLG's solicitation of proxies for the vote of TLG's stockholders
in connection with the proposed Business Combination and other matters as
described in such Proxy Statement/Prospectus, and will serve as the prospectus
relating to the offer of the securities to be issued to Electriq's stockholders
in connection with the completion of the proposed Business Combination. BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED BUSINESS
COMBINATION, INVESTORS AND STOCKHOLDERS OF TLG AND INVESTORS AND STOCKHOLDERS OF
ELECTRIQ AND OTHER INTERESTED PERSONS ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED BUSINESS COMBINATION (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER RELEVANT MATERIALS CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION.
The Proxy Statement/Prospectus, any amendments or supplements thereto and other
relevant materials, and any other documents filed by TLG with the SEC, may be
obtained once such documents are filed with the SEC free of charge at the SEC's
website at www.sec.gov or free of charge from TLG at
https://tlgacquisitions.com/investor-relations/default.aspx or by directing a
written request to TLG at 515 North Flagler Drive, Suite 520, West Palm Beach,
FL 33401.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities, or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act.
Participants in the Solicitation
TLG, Electriq and certain of their respective executive officers, directors,
other members of management and employees may, under the rules of the SEC, be
deemed to be "participants" in the solicitation of proxies in connection with
the proposed Business Combination. Information regarding TLG's directors and
executive officers is available in its Annual Report on Form 10-K for the year
ended December 31, 2022, which was filed with the SEC on March 20, 2023 (the
"Annual Report"). To the extent that holdings of TLG's securities have changed
from the amounts reported in the Annual Report, such changes have been or will
be reflected on Statements of Changes in Beneficial Ownership on Form 4 filed
with the SEC. These documents may be obtained free of charge from the sources
indicated above. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, is contained in the Form S-4, the Proxy
Statement/Prospectus and other relevant materials relating to the proposed
Business Combination to be filed with the SEC when they become available.
Stockholders and other investors should read the Proxy Statement/Prospectus
carefully when it becomes available before making any voting or investment
decisions.
--------------------------------------------------------------------------------
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
2.1 Second Amendment to Merger Agreement, dated as of March 22, 2023, by
and among TLG Acquisition One Corp., Eagle Merger Corp. and Electriq
Power, Inc.
10.1 First Amendment to Amended and Restated Securities Purchase
Agreement, dated as of March 22, 2023, between Electriq Power, Inc.
and John Michael Lawrie.
10.2 Form of First Amendment to Lock-up Agreement, dated as of March 22,
2023, by and among certain stockholders of Electriq, Electriq and TLG.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
TLG ACQU 
