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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| Delaware | 001-39948 | 85-3310839 | ||
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Emerging growth company
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| Item 7.01. | Regulation FD Disclosure. |
On August 1, 2023, Electriq Power Holdings, Inc. (formerly known as TLG Acquisition One Corp.) (prior to consummation of the Business Combination (as defined below), “TLG,” and after consummation of the Business Combination, the “Company”), announced that the business combination between TLG and Electriq Power, Inc. (“Electriq”), a Delaware corporation (the “Business Combination”), was completed on July 31, 2023 pursuant to that certain Agreement and Plan of Merger, dated November 13, 2023 (as amended by the First Amendment to Merger Agreement dated December 23, 2022, the Second Amendment to Merger Agreement dated March 22, 2023, and the Third Amendment to Merger Agreement dated June 8, 2023), among the Company, Eagle Merger Corp., a Delaware corporation and wholly-owned subsidiary of TLG, and Electriq. A copy of the press release issued by the Company is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information referenced under this Item 7.01 (including Exhibit 99.1) 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 under this Item 7.01 in this Current Report on Form 8-K (including Exhibit 99.1) 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.
| Item 8.01. | Other Events. |
In connection with TLG’s special meeting of stockholders in lieu of the 2023 annual meeting of stockholders held to, among other things, approve the Business Combination, holders of TLG’s Class A common stock, par value $0.0001 per share (prior to consummation of the Business Combination, “TLG common stock” and after consummation of the Business Combination, “New Electriq common stock”), had the right to elect to redeem all or a portion of their TLG common stock for a per share price calculated in accordance with Amended and Restated Certificate of Incorporation of TLG. As previously disclosed on July 26, 2023, holders of approximately 97.3% or 7,736,608 shares of TLG common stock had validly elected to redeem their shares of TLG common stock for a pro rata portion of the trust account holding the proceeds from TLG’s initial public offering and the sale of private placement warrants, or approximately $10.63 per share and $82.2 million in the aggregate as of July 25, 2023.
As previously disclosed, on July 23, 2023, TLG and Electriq entered into an agreement (the “Forward Purchase Agreement”) with (i) Meteora Special Opportunity Fund I, LP (“MSOF”), Meteora Capital Partners, LP (“MCP”) and Meteora Select Trading Opportunities Master, LP (“MSTO”) (with MSOF, MCP, and MSTO collectively referred to as “Seller”) for an OTC Equity Prepaid Forward Transaction. Pursuant to the terms of the Forward Purchase Agreement, the Seller purchased 3,534,492 shares of TLG common stock from third parties through a broker in the open market (“Recycled Shares”). On July 31, 2023, 251,194 additional shares of New Electriq common stock were issued to Seller pursuant to the terms of the FPA Funding Amount PIPE Subscription Agreement entered into in connection with the closing of the Business Combination (the “Closing”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms the Forward Purchase Agreement.
The Forward Purchase Agreement provides that $3,000,000 (the “Prepayment Shortfall”) will be paid by Seller to TLG not later than one local business day following the Closing (which amount shall be netted from the Prepayment Amount). Seller in its sole discretion may sell Shares at any time following the Trade Date at prices (i) at or above $6.67 during the first six months following the Closing and (ii) at any sales price thereafter, without payment by Seller of any Early Termination Obligation until the earlier of such time as the proceeds from the such sales equal 100% of the Prepayment Shortfall (such sales, “Shortfall Sales,” such Shares, “Shortfall Sale Shares,”). A sale of Shares is only (a) a “Shortfall Sale,” subject to the terms and conditions herein applicable to Shortfall Sale Shares, when a Shortfall Sale Notice is delivered under the Forward Purchase Agreement, and (b) an Optional Early Termination, subject to the terms and conditions herein applicable to Terminated Shares, when an OET Notice (as defined below) is delivered under the Forward Purchase Agreement, in each case the delivery of such notice in the sole discretion of the Seller.
The Forward Purchase Agreement provides that Seller will be paid directly an aggregate cash amount (the “Prepayment Amount”) equal to (x) the product of (i) the Number of Shares as set forth in a Pricing Date Notice and (ii) the redemption price per share as defined in Section 9.2(a) of the Amended and Restated Certificate of Incorporation of TLG in effect prior to consummation of the Business Combination, as amended, less (y) the Prepayment Shortfall.
TLG paid to Seller separately the Prepayment Amount required under the Forward Purchase Agreement directly from TLG’s Trust Account maintained by Continental Stock Transfer and Trust Company that held the net proceeds of the sale of the units in TLG’s initial public offering and the sale of private placement warrants (the “Trust Account”), except that to the extent the Prepayment Amount payable to Seller is to be paid from the purchase of Additional Shares by Seller pursuant to the terms of its FPA Funding Amount PIPE Subscription Agreement, such amount will be netted against such proceeds, with Seller being able to reduce the purchase price for the Additional Shares by the Prepayment Amount. For the avoidance of doubt, any Additional Shares purchased by Seller will be included in the Number of Shares for its Forward Purchase Agreement for all purposes, including for determining the Prepayment Amount.
Seller agreed to waive any redemption rights that it had under TLG’s Amended and Restated Certificate of Incorporation with respect to any TLG common stock purchased through the FPA Funding Amount PIPE Subscription Agreement and any Recycled Shares in connection with the Business Combination, that would require redemption by TLG of the shares of TLG common stock. Such waiver may have reduced the number of shares of TLG common stock redeemed in connection with the Business Combination, and such reduction could alter the perception of the potential strength of the Business Combination. The Forward Purchase Agreement has been structured, and all activity in connection with such agreement has been undertaken, to comply with the requirements of all tender offer regulations applicable to the Business Combination, including Rule 14e-5 under the Exchange Act.
The foregoing description of the Forward Purchase Agreement does not purport to be complete and is qualified in its entirety by references to the full text of the Forward Purchase Agreement, which we filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 24, 2023 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Press Release, dated August 1, 2023. | |
| 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.
| ELECTRIQ POWER HOLDINGS, INC. | ||||||
| Dated: August 1, 2023 | ||||||
| By: | /s/ Frank Magnotti | |||||
| Name: | Frank Magnotti | |||||
| Title: | Chief Executive Officer | |||||
Exhibit 99.1
Electriq Power Completes Merger with TLG Acquisition One Corp. to
Facilitate Installations of Solar Energy plus Intelligent Storage Solutions
| • | Electriq Power’s proven technology platform and business model enables increased uptake of solar plus storage for customers across all demographic groups. |
| • | Electriq Power Holdings, Inc. common stock to begin trading today on the NYSE under the symbol “ELIQ.” |
| • | The transaction (including pre-closing financings) generated over $45 million in equity for Electriq through private placements, PIPEs, loan conversions and non-redemptions. |
| • | Proceeds will be used to facilitate deployments of Electriq’s highly differentiated, end-to-end residential and small business energy storage and management solution. |
WEST PALM BEACH, Fla., August 1, 2023 – Electriq Power, Inc. (“Electriq Power”), a provider of intelligent energy storage and management for homes and small businesses, and TLG Acquisition One Corp. (“TLGA”), a publicly traded special purpose acquisition company, today announced the completion of their previously announced merger. The combined company will operate as Electriq Power Holdings, Inc. (“Electriq”) and its common stock and warrants will start trading today on the New York Stock Exchange and NYSE American, respectively, under the ticker symbols “ELIQ” and “ELIQ WS,” respectively.
“With utilities shifting towards time of use billing, batteries and software play a critical role as part of the technology platform,” said Frank Magnotti, Chief Executive Officer of Electriq. “Our technology stack is designed to meet the needs of this new environment and enables us to deliver across key value chains including consumer, installer, fleet management and grid services. The combination of leading technology with a business model that aligns with all our key stakeholders and now the capabilities of a public company, means Electriq has important tools to improve its growth as it works to deliver shareholder value.”
The transaction (including pre-closing financings) generated over $45 million in equity for Electriq through private placements, PIPEs, loan conversions and non-redemptions, in addition to the previously announced project equity financing in excess of $300 million that was secured prior to the transaction.
“We are excited to have completed the merger between Electriq Power and TLGA and look forward to enabling more communities to gain access to clean, affordable and reliable energy,” said Mike Lawrie, Chief Executive Officer of TLGA prior to the merger and who will be Chairman of Electriq’s board. “The capabilities of Electriq’s innovative residential energy storage and management platform, combined with ever increasing demand for distributed clean energy solutions, offers exciting new growth and opportunities ahead for all our stakeholders.”
Advisors
The Duff & Phelps Opinions practice of Kroll, LLC rendered a fairness opinion to TLGA. Gibson, Dunn & Crutcher LLP acted as legal counsel to TLGA. Ellenoff Grossman & Schole LLP acted as legal counsel to Electriq Power.
About Electriq
Electriq, founded in 2014 in Silicon Valley, provides turnkey intelligent energy storage and management solutions for homes and small businesses. Electriq’s solutions deliver always-available, low-cost clean energy, even during intermittent outages and inclement weather. Those solutions enable cities, municipalities and utilities to provide their constituents with a path to sustainable and resilient sources of energy, regardless of socio-economic status.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “outlook,” “plan,” “possible,” “potential,” “predict,” “project,” “scheduled,” “seek,” “should,” “will,” “would” or similar expressions, but the absence of these words does not mean that a statement is not forward-looking. These statements are based on the beliefs and assumptions of the management of Electriq. Although Electriq believes that its plans, intentions, and expectations reflected in or suggested by these forward-looking statements are reasonable, Electriq cannot assure you that it will achieve or realize these plans, intentions, or expectations. Forward-looking statements are inherently subject to risks, uncertainties, and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements contained in this press release include, but are not limited to, statements about the ability of Electriq to: execute its business strategy, including expansions in new geographies; continue to develop new energy storage systems and software-enabled services to meet constantly evolving customer demands; develop, design, and sell products and services that are differentiated from those of competitors; meet future liquidity requirements; maintain the listing on, or the delisting of Electriq’s securities from the NYSE and NYSE American or an inability to have our securities listed on the NYSE, NYSE American or another national securities exchange; and successfully deploy the proceeds from the merger. These forward-looking statements are not guarantees of performance. You should understand that these statements are affected by factors set forth in Electriq’s filings with the SEC, including but not limited to those described under the headings “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the definitive Joint Proxy Statement/Consent Solicitation Statement/Prospectus filed with the Securities and Exchange Commission (the “SEC”) on July 12, 2023, and in its other filings made with the SEC from time to time, which are available via the SEC’s website at www.sec.gov. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Electriq assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Electriq does not give any assurance that it will achieve its expectations.
Investor & Media Enquiries for Electriq
Investor Contact: ir@electriqpower.com
Media Contact: media@electriqpower.com