UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 1.01. | Entry into a Material Definitive Agreement. |
On December 19, 2022, TLG Acquisition One Corp., a Delaware corporation (the “Company” or “TLG”) held a special meeting of stockholders (the “Special Meeting”) to vote on the proposals described under Item 5.07 of this Current Report on Form 8-K. At the Special Meeting, the Company’s stockholders approved an amendment to the Investment Management Trust Agreement, dated as of January 27, 2021, with Continental Stock Transfer & Trust Company (the “Trust Amendment”). Following such approval by the Company’s stockholders, the Company and Continental Stock Transfer & Trust Company entered into the Trust Amendment on December 19, 2022.
Pursuant to the Trust Amendment, the Company has the right to extend the time for the Company to complete its initial business combination (the “Business Combination Period”) under the Trust Agreement on a monthly basis up to six times from February 1, 2023 (the date that is 24 months from the closing date of the Company’s initial public offering (the “IPO”)) to August 1, 2023 (the date that is 30 months from the closing date of the IPO) by depositing into the trust account established in connection with the IPO (the “Trust Account”) the lesser of (i) an aggregate of $600,000 or (ii) $0.06 for each issued and outstanding share of Class A common stock, par value $0.0001 per share, issued in the IPO (“Public Shares”) that has not been redeemed for each one-month Extension (as defined below).
A copy of the Trust 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 Trust Amendment is not complete and is qualified in its entirety by reference to the Trust Amendment filed herewith.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As approved by its stockholders at the Special Meeting on December 19, 2022, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on December 20, 2022 (the “Charter Amendment”), giving the Company the right to extend the Business Combination Period (the “Extension”) on a monthly basis up to six times from February 1, 2023 to August 1, 2023.
A copy of the Charter Amendment is filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference. The foregoing description of the Charter Amendment is not complete and is qualified in its entirety by reference to the Charter Amendment filed herewith.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
Special Meeting of Stockholders
At the Special Meeting, the Company’s stockholders voted on the proposals set forth below.
As of the close of business on November 14, 2022, the record date for the Special Meeting, there were 40,000,000 shares of the Company’s Class A common stock and 10,000,000 shares of the Company’s Class F common stock, par value $0.0001 per share (the “Class F common stock” and, together with the Class A common stock, the “Common Stock”), with a total of 50,000,000 shares of Common Stock issued and outstanding.
At the Special Meeting, holders of 38,954,889 shares of Common Stock (77.9% of the total number of shares of Common Stock issued and outstanding and entitled to vote) were represented by valid proxies or in person (including virtually). Therefore, a quorum was present at the Special Meeting. Each of the proposals was approved by the stockholders and the final voting results for each matter submitted to a vote of the stockholders at the Special Meeting are as follows:
| 1. | Proposal No. 1 — The stockholders approved the proposal to amend the Company’s Amended and Restated Certificate of Incorporation, giving the Company the right to extend the Business Combination Period on a monthly basis up to six times from February 1, 2023 to August 1, 2023 (the “Extension Amendment Proposal”). Adoption of the Extension Amendment Proposal required approval by the affirmative vote of at least 65% of the outstanding shares of Class A common stock and Class F common stock, voting together as a single class. The voting results were as follows: |
| Votes For |
Votes Against |
Abstentions | ||
| 38,593,889 | 320,779 | 40,221 |
The Extension Amendment Proposal was approved having received “for” votes from holders of at least 65% of the issued and outstanding shares of Common Stock entitled to vote at the Special Meeting.
| 2. | Proposal No. 2 — The stockholders approved the proposal to amend the Company’s Investment Management Trust Agreement, dated as of January 27, 2021, with Continental Stock Transfer & Trust Company to allow the Company to extend the Business Combination Period on a monthly basis up to six times from February 1, 2023 to August 1, 2023 by depositing into the Trust Account the lesser of (i) an aggregate of $600,000 or (ii) $0.06 for each issued and outstanding public share that has not been redeemed for each one-month Extension (the “Trust Amendment Proposal”). Adoption of the Trust Amendment Proposal required approval by the affirmative vote of at least 65% of the outstanding shares of Class A common stock and Class F common stock, voting together as a single class . The voting results were as follows: |
| Votes For |
Votes Against |
Abstentions | ||
| 38,593,889 | 320,779 | 40,221 |
The Trust Amendment Proposal was approved having received “for” votes from holders of at least 65% of the outstanding shares of Common Stock entitled to vote at the Special Meeting.
| 3. | Proposal No. 3 — The stockholders approved the proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there were insufficient votes to approve the Extension Amendment Proposal or the Trust Amendment Proposal or if the Company determined that additional time was necessary to satisfy any condition to the implementation of the Extension or to effectuate the Extension (the “Adjournment Proposal”). Adoption of the Adjournment Proposal required approval by the affirmative vote of the majority of the votes cast by stockholders represented in person (including virtually) or by proxy at the Special Meeting. |
| Votes For |
Votes Against |
Abstentions | ||
| 38,599,120 | 315,548 | 40,221 |
The Adjournment Proposal was approved having received “for” votes from the majority of the votes cast by stockholders represented in person (including virtually) or by proxy at the Special Meeting. However, since there were sufficient votes to approve the Extension Amendment Proposal and the Trust Amendment Proposal and all conditions necessary to the implementation of the Extension and to effectuate the Extension were either satisfied or waived, it was not necessary to adjourn the Special Meeting.
| Item 8.01. | Other Events. |
In connection with the stockholders’ vote at the Special Meeting, the holders of 32,051,595 shares of Class A common stock properly exercised their right to redeem such shares (the “Redemptions”) for a pro rata portion of the funds held in the Trust Account.
TLG Acquisition Founder LLC, the Company’s sponsor, agreed to forfeit for no consideration 5,000,000 shares of Class F common stock in connection with the Extension, which shares of Class F common stock will be cancelled (the “Forfeiture”). Following the Redemptions and the Forfeiture, the Company will have 7,948,405 shares of Class A common stock outstanding and 5,000,000 shares of Class F common stock outstanding.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of TLG Acquisition One Corp. | |
| 10.1 | Amendment No. 1 to Investment Management Trust Agreement, dated December 19, 2022, by and between TLG Acquisition One Corp. and Continental Stock Transfer & Trust Company, as trustee. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TLG ACQUISITION ONE CORP. | ||||||
| Dated: December 21, 2022 | ||||||
| By: | /s/ John Michael Lawrie | |||||
| Name: John Michael Lawrie | ||||||
| Title: Chief Executive Officer | ||||||
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
TLG ACQUISITION ONE CORP.
TLG Acquisition One Corp., a corporation organized and existing under the by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:
| 1. | The name of the corporation is TLG Acquisition One Corp. The corporation was originally incorporated pursuant to the DGCL on October 2, 2020. |
| 2. | The date of filing of the corporation’s original Certificate of Incorporation with the Secretary of State of the State of Delaware was October 2, 2020 and the date of filing the corporation’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware was January 27, 2021 (the “Amended and Restated Certificate of Incorporation”). |
| 3. | The Board of Directors of the corporation has duly adopted resolutions setting forth proposed amendments to the Amended and Restated Certificate of Incorporation, declaring said amendment to be advisable and in the best interests of the corporation and its stockholders and authorizing the appropriate officers of the corporation to solicit the consent of the stockholders therefor, which resolutions setting forth the proposed amendment are substantially as follows: |
RESOLVED, that Section 9.1(c) is hereby added to Article IX of the Amended and Restated Certificate of Incorporation as follows:
“(c) In the event that the Corporation has not consummated an initial Business Combination within 24 months from the date of the closing of the Offering, upon the Corporation’s or Sponsor’s request, the Corporation may extend the Required Period by one month each on up to six occasions (each, an “Extension”), but in no event to a date later than August 1, 2023 (or, in each case, if the Office of the Delaware Division of Corporations shall not be open for business (including filing of corporate documents) on such date, the next date upon which the Office of the Delaware Division of Corporations shall be open); provided that (i) the Corporation or the Sponsor (or their respective affiliates or permitted designees) will deposit into the Trust Account the lesser of (i) an aggregate of $600,000 or (ii) $0.06 for each issued and outstanding Offering Share that has not been redeemed for each one-month Extension (each, a “Contribution”) and (ii) the procedures relating to any such extension, as set forth in the trust agreement described in the Registration Statement, shall have been complied with. Any Contribution shall be held in the Trust Account and used to fund the redemption of the Offering Shares in accordance with Section 9.2.”
| 4. | That thereafter, said amendment was duly adopted by the affirmative vote of the holders of 65% of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 of the DGCL. |
IN WITNESS WHEREOF, the corporation has caused this Certificate of Amendment to be signed this 19th day of December, 2022.
| /s/ John Michael Lawrie |
| Name: John Michael Lawrie |
| Title: President and Chief Executive Officer |
Exhibit 10.1
Execution Version
AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of December 19, 2022, by and between TLG Acquisition One Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated January 27, 2021, by and between the parties hereto (the “Trust Agreement”).
WHEREAS, $400,000,000 of the gross proceeds from the Offering and sale of the Private Placement Warrants was deposited into the Trust Account;
WHEREAS, Section 1(i) of the Trust Agreement provides that the Trustee is to liquidate the Trust Account and distribute the Property in the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a Termination Letter; or (y) the date which is 24 months after the closing of the Offering if a Termination Letter has not been received by the Trustee prior to such date;
WHEREAS, Section 6(c) of the Trust Agreement provides that Section 1(i) of the Trust Agreement may not be modified, amended or deleted without the affirmative vote of sixty-five percent (65%) of the then outstanding shares of Common Stock and Class F common stock, par value $0.0001 per share, of the Company, voting together as a single class;
WHEREAS, the Company obtained the requisite vote of the stockholders of the Company to approve this Amendment; and
WHEREAS, each of the Company and Trustee desire to amend the Trust Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Amendment to Section 1(i). Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:
| “(i) | Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in |
| the Termination Letter and the other documents referred to therein; or (y) February 1, 2023 (the “Deadline Date”) (provided that the Company, in its discretion, upon written notice to the Trustee, may extend the Deadline Date by one month each on up to six occasions (each, an “Extension”), but in no event to a date later than August 1, 2023 (or, in each case, if the Office of the Delaware Division of Corporations shall not be open for business (including filing of corporate documents) on such date, the next date upon which the Office of the Delaware Division of Corporations shall be open)) if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders of record as of such date; provided, however, that the Company or TLG Acquisition Founder LLC (or their respective affiliates or permitted designees) will deposit into the Trust Account the lesser of (i) an aggregate of $600,000 or (ii) $0.06 for each issued and outstanding share of the Company’s Class A common stock, par value $0.0001 per share, issued in the Offering (the “Public Shares”) that has not been redeemed for each one-month Extension (each, a “Contribution”); provided further, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by the date specified in clause (y) of this Section 1(i), the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Stockholders;” |
2. Addition of Section 1(m). A new Section 1(m) shall be added as follows:
| “(m) | Upon receipt of an extension letter (“Extension Letter”) substantially similar to Exhibit E hereto at least five days prior to the applicable termination date (as may be extended in accordance with Section 1(i)), signed on behalf of the Company by an executive officer, and receipt of the dollar amount specified in the Extension Letter on or prior to such termination date (if and as applicable), to follow the instructions set forth in the Extension Letter.” |
3. Amendments to Definitions.
(i) Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement. The following defined term in the Trust Agreement shall be amended and restated in their entirety:
“Trust Agreement” shall mean that certain Investment Management Trust Agreement, dated January 27, 2021, by and between TLG Acquisition One Corp. and Continental Stock Transfer & Trust Company, as amended by the Amendment No. 1 to the Investment Management Trust Agreement dated [•], 2022.”; and
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(ii) The term “Property” shall be deemed to include any Contribution paid to the Trust Account in accordance with the terms of the Amended and Restated Certificate of Incorporation and the Trust Agreement.
4. Addition of Exhibit E. A new Exhibit E of the Trust Agreement is hereby added as follows:
EXHIBIT E
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf and Celeste Gonzalez
Re: Trust Account — Extension Letter
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to paragraphs 1(i) and 1(m) of the Investment Management Trust Agreement between TLG Acquisition One Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of January 27, 2021, as amended by the Amendment No. 1, dated December 19, 2022 (the “Trust Agreement”), this is to advise you that the Company is extending the time available in order to consummate a Business Combination with the Target Businesses for an additional one month, from [•], 2023 to [•], 2023 (the “Extension”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement. This Extension Letter shall serve as the notice required with respect to Extension prior to the applicable termination date (as may be extended in accordance with Section 1(i) of the Trust Agreement). In accordance with the terms of the Trust Agreement, we hereby authorize you to deposit a contribution in the amount of $[•] for such one-month extension until [•], 2023, unless the Closing of the Company’s initial business combination shall have occurred, which will be wired to you, into the Trust Account upon receipt.
| Very truly yours, | ||
| TLG Acquisition One Corp. | ||
| By: |
| |
| Name: |
||
| Title |
||
:
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5.1. Successors. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the benefit of their permitted respective successors and assigns.
5.2. Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
5.3. Applicable Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York.
5.4. Counterparts. This Amendment may be executed in several original or facsimile counterparts, each of which shall constitute an original, and together shall constitute but one instrument.
5.5. Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.
5.6. Entire Agreement. The Trust Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.
[Signature Page to Follow]
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IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first written above.
| TLG ACQUISITION ONE CORP. | ||
| By: | /s/ John Michael Lawrie | |
| Name: John Michael Lawrie | ||
| Title: President and Chief Executive Officer | ||
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee | ||
| By: | /s/ Francis Wolf | |
| Name: Francis Wolf | ||
| Title: Vice President | ||
[Signature Page to the Amendment to the Investment Management Trust Agreement]