SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

TLG Acquisition Founder LLC

(Last)

(First)

(Middle)

C/O ELECTRIQ POWER HOLDINGS, INC.

625 NORTH FLAGLER DRIVE, SUITE 1003

(Street)

WEST PALM BEACH

33401

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Electriq Power Holdings, Inc. [ ELIQ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	07/31/2023		A		756,635	A	⁽¹⁾	756,635	D
Class A Common Stock	07/31/2023		C⁽⁴⁾		1,090,217	A	$0.00⁽⁴⁾	1,846,852	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class F Common Stock	⁽²⁾	07/31/2023		J⁽³⁾			3,270,652⁽³⁾	⁽²⁾	⁽²⁾	Class A Common Stock	3,270,652⁽³⁾	$0.00⁽²⁾	1,090,217	D
Class F Common Stock	⁽²⁾	07/31/2023		C⁽⁴⁾			1,090,217⁽⁴⁾	⁽²⁾	⁽²⁾	Class A Common Stock	1,090,217	$0.00⁽²⁾	0	D
Warrants (right to buy)	⁽⁵⁾	07/31/2023		J⁽⁵⁾			1,000,000	08/30/2023	07/31/2028	Class A Common Stock	1,000,000	$0.00⁽⁵⁾	1,000,000	D

Explanation of Responses:

1. On July 31, 2023, TLG Acquisition Founder LLC (the "Sponsor") received 756,635 shares of Class A Common Stock of the Issuer ("Class A Common Stock") upon the conversion of working capital loans in connection with the completion of the Issuer's business combination with Electriq Power, Inc. ("Electriq").

2. Shares of Class F Common Stock of the Issuer ("Class F Common Stock") were convertible into shares of Class A Common Stock as described under the heading "Description of Securities-Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-252032) and the shares of Class F Common Stock had no expiration date.

3. On July 31, 2023, in connection with the closing of the Issuer's business combination, the Sponsor forfeited and surrendered for no consideration 3,270,652 shares of Class F Common Stock pursuant to the terms of the Sponsor Agreement, dated November 13, 2022 (as amended on June 8, 2023), by and among the Issuer, the Sponsor, TLG Fund I, LP, Electriq and the other parties thereto.

4. The Issuer consummated its initial Business Combination on July 31, 2023, whereby, among other things, the shares of Class F Common Stock converted into shares of Class A Common Stock.

5. On July 31, 2023, the Sponsor received 1,000,000 warrants to purchase shares of Class A Common Stock for $6.57 per share upon the conversion of $1,500,000 of working capital loans in connection with the completion of the Business Combination.

Remarks:

	/s/ John Michael Lawrie, as manager	08/02/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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