Item 7.01 Regulation FD Disclosure.
TLG Acquisition One Corp. (the "Company" or "TLG") has prepared materials (the
"Materials") that management intends to use from time to time in discussions
with investors regarding subscription agreements, non-redemption agreements,
backstop agreements or similar financing agreements in connection with its
previously announced business combination (the "Business Combination") with
Electriq Power, Inc., a Delaware corporation ("Electriq"). The information
contained in the Materials is illustrative summary information that should be
considered in the context of the Company's filings with the Securities and
Exchange Commission and other public announcements that the Company may make by
press release or otherwise from time to time. The illustrative terms included in
the Materials may not be indicative of the terms ultimately agreed to by the
Company and investors. The Materials are furnished as Exhibit 99.1 to this
Current Report on Form 8-K and are incorporated herein by reference.
The information referenced under Item 7.01 (including Exhibit 99.1 referenced in
Item 9.01 below) of this Current Report on Form 8-K is being "furnished" under
"Item 7.01. Regulation FD Disclosure" and, as such, shall not be deemed to be
"filed" for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), or otherwise subject to the liabilities of that
Section. The information set forth in this Current Report on Form 8-K (including
Exhibit 99.1 referenced in Item 9.01 below) shall not be incorporated by
reference into any registration statement, report or other document filed by the
Company pursuant to the Securities Act of 1933, as amended (the "Securities
Act"), or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
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 preliminary
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 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 written
request to TLG's Investor Relations Department at mail@tlgacquisitions.com.
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, 2021, which was filed with the SEC on March 25, 2022 (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
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Ownership on Form 4 filed with the SEC. These documents may be obtained free of
charge from the sources indicated above. 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
99.1 Illustrative Common Equity Term Sheet, dated December 5, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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