10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 10-Q

___________________________

(Mark One)

X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from      to  

Commission file number 001-39948

___________________________

ELECTRIQ POWER HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

___________________________

Delaware		85-3310839
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
625 North Flagler Drive,	Suite 1003B
West Palm Beach,	FL	33401
(Address of Principal Executive Offices)		(Zip Code)

___________________________

(833) 462-2883

Registrant's telephone number, including area code

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	ELIQ	New York Stock Exchange
Warrants, each exercisable for one share of Class A common stock at an exercise price of $6.57 per share	ELIQ WS	NYSE American LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	x

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     Yes ☐   No  ☒

There were 41,754,345 shares of common stock outstanding as of November 10, 2023.

Table of Contents

	Page
Part I - Financial Information	1
Item 1. Financial Statements	1
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	46
Item 3. Quantitative and Qualitative Disclosures About Market Risk	61
Item 4. Controls and Procedures	61
Part II - Other Information	63
Item 1. Legal Proceedings	63
Item 1A. Risk Factors	63
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	106
Item 3. Defaults Upon Senior Securities	107
Item 4. Mine Safety Disclosures	107
Item 5. Other Information	107
Item 6. Exhibits	108
Signatures	111

Part I - Financial Information

Item 1. Financial Statements

1

ELECTRIQ POWER HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,		December 31,
	2023		2022
	(unaudited)
Assets
Current assets:
Cash	$	8,099,738	$	5,480,960
Accounts receivable, less allowance for doubtful accounts of $40,449 and $30,429 as of September 30, 2023 and December 31, 2022, respectively	371,923		317,423
Inventory, net	20,929,486		13,532,475
Inventory deposits	238,068		5,182,045
Forward purchase contract asset	2,101,424		—
Prepaid expenses and other current assets	752,391		368,117
Total current assets	32,493,030		24,881,020
Property and equipment, net	1,730,670		1,422,293
Right of use assets	3,346,958		3,241,705
Deposits	131,257		109,539
Total assets	$	37,701,915	$	29,654,557
Liabilities, mezzanine equity and stockholders’ deficit
Current liabilities:
Current portion of loan payable	$	—	$	11,377,297
SAFE notes	—		51,600,000
Accounts payable	8,201,251		1,377,123
Warrants liability	—		14,114,411
Accrued payroll and employee benefits	2,233,598		629,773
Lease liability	718,027		347,131
Accrued expenses and other current liabilities	2,294,996		5,196,432
Total current liabilities	13,447,872		84,642,167
Derivative warrants liability	3,039,603		—
Convertible note payable	—		5,000,000
Cumulative mandatorily redeemable preferred stock liability	21,465,335		—
Other long-term liabilities	2,605,293		2,503,038
Total liabilities	40,558,103		92,145,205
Commitments and contingencies (Note 7)
Mezzanine equity:
Common stock; $0.0001 par value; 3,734,062 and zero shares contingently redeemable, respectively at September 30, 2023 and December 31, 2022	39,523,511		—
Stockholders’ deficit:
Common stock; $0.0001 par value; 38,020,283 and 21,902,477 shares issued and outstanding, respectively at September 30, 2023 and December 31, 2022	3,802		2,190
Additional paid-in capital	76,075,014		42,500,855
Accumulated deficit	(118,458,233)		(104,993,411)
Accumulated other comprehensive loss	(282)		(282)
Total stockholders’ deficit	(42,379,699)		(62,490,648)
Total liabilities, mezzanine equity and stockholders’ deficit	$	37,701,915	$	29,654,557

See accompanying notes to Condensed Consolidated Financial Statements.

2

ELECTRIQ POWER HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net revenues	$	834,262	$	5,988,248	$	1,019,207	$	15,334,583
Cost of goods sold	853,615		5,621,589		1,921,367		13,957,964
Gross (loss) profit	(19,353)		366,659		(902,160)		1,376,619
Operating expenses:
Research and development	1,011,633		901,058		3,147,943		2,716,351
Sales and marketing	1,308,928		909,871		3,522,731		2,790,657
General and administrative	4,806,693		2,626,179		14,235,262		6,975,600
Total operating expenses	7,127,254		4,437,108		20,905,936		12,482,608
Loss from operations	(7,146,607)		(4,070,449)		(21,808,096)		(11,105,989)
Other expense (income):
Interest expense	1,291,851		918,035		3,292,932		1,223,254
Unrealized fair value adjustments	14,895,081		5,170,186		(10,891,144)		32,128,614
Other (income) expense, net	(3,380,090)		4,428		(745,062)		5,864
Loss before income taxes	(19,953,449)		(10,163,098)		(13,464,822)		(44,463,721)
Income tax expense	—		—		—		—
Net loss	(19,953,449)		(10,163,098)		(13,464,822)		(44,463,721)
Cumulative preferred stock dividends	45,803		451,895		978,752		1,283,334
Net loss attributable to common stockholders	$	(19,999,252)	$	(10,614,993)	$	(14,443,574)	$	(45,747,055)
Net loss per share attributable to common stockholders—basic and diluted	$	(0.74)	$	(6.65)	$	(1.40)	$	(29.57)
Weighted average number of shares of common stock outstanding—basic and diluted	26,944,552		1,595,724		10,290,182		1,546,928

See accompanying notes to Condensed Consolidated Financial Statements.

3

ELECTRIQ POWER HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN MEZZANINE EQUITY

(unaudited)

	Common			Pre-2023 Seed, Seed-1 and Seed-2 Preferred			Additional Paid- in Capital		Total Mezzanine Equity
	Shares	Par		Shares	Par
Balance at December 31, 2021	—	$	—	2,099,942,360	$	2,099,942	$	22,066,270	$	24,166,212
Retroactive conversion of shares due to Business Combination	—	—		(2,099,942,360)	(2,099,942)		(22,066,270)		(24,166,212)
Balance at December 31, 2021, March 31, 2022, June 30, 2022, September 30, 2022, December 31, 2022, March 31, 2023 and June 30, 2023, as converted	—	—		—	—		—		—
Contingently redeemable shares of common stock purchased pursuant to Forward Purchase Agreement	3,534,492	353		—	—		37,559,813		37,560,166
Shares sold under Forward Purchase Agreement and reclassified to permanent equity	(51,624)	(5)		—	—		(548,590)		(548,595)
Contingently redeemable shares of common stock issued pursuant to terms of FPA Funding Amount PIPE Subscription Agreement	251,194	25		—	—		2,511,915		2,511,940
Balance at September 30, 2023	3,734,062	$	373	—	$	—	$	39,523,138	$	39,523,511

See accompanying notes to Condensed Consolidated Financial Statements.

4

ELECTRIQ POWER HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(unaudited)

	Common			Additional Paid- in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Deficit
	Shares	Par
Balance at December 31, 2022	242,302,003	$	24,230	$	7,686,612	$	(104,993,411)	$	(282)	$	(97,282,851)
Retroactive conversion of shares due to Business Combination	(220,928,968)	(22,093)		34,814,296		—		—		34,792,203
Balance at December 31, 2022, as converted	21,373,035	2,137		42,500,908		(104,993,411)		(282)		(62,490,648)
Issuance of shares for common stock	12,273	1		26,339		—		—		26,340
Stock-based compensation	—	—		1,515,816		—		—		1,515,816
Net loss	—	—		—		(10,032,916)		—		(10,032,916)
Balance at March 31, 2023	21,385,308	$	2,138	$	44,043,063	$	(115,026,327)	$	(282)	$	(70,981,408)
Issuance of shares for common stock	2,637,861	264		14,360,258		—		—		14,360,522
Stock-based compensation	—	—		1,280,436		—		—		1,280,436
Net income	—	—		—		16,521,543		—		16,521,543
Balance at June 30, 2023	24,023,169	$	2,402	$	59,683,757	$	(98,504,784)	$	(282)	$	(38,818,907)
Issuance of common stock upon exercise of stock options and pre-closing financings	938,421	94		4,855,592		—		—		4,855,686
Issuance of common stock from closing financings and Lawrie notes conversion in connection with the Business Combination	1,712,500	171		8,106,906		—		—		8,107,077
Conversion of Electriq’s SAFE notes into shares of New Electriq common stock in connection with the Business Combination	4,090,384	409		24,787,319		—		—		24,787,728
Conversion and exchange of Electriq warrants for shares of New Electriq common stock in connection with the Business Combination	360,603	36		2,185,218		—		—		2,185,254

See accompanying notes to Condensed Consolidated Financial Statements.

5

ELECTRIQ POWER HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT (continued)

(unaudited)

Issuance of common stock in connection with the Business Combination, net	3,227,222	323		(26,185,485)		—		—		(26,185,162)
Issuance of public warrants	—	—		1,600,000		—		—		1,600,000
Restricted stock awards granted	3,616,360	362		—		—		—		362
Contingently redeemable shares reclassified from mezzanine equity to permanent equity in connection with the Business Combination	51,624	5		548,590		—		—		548,595
Stock-based compensation	—	—		493,117		—		—		493,117
Net loss	—	—		—		(19,953,449)		—		(19,953,449)
Balance at September 30, 2023	38,020,283	$	3,802	$	76,075,014	$	(118,458,233)	$	(282)	$	(42,379,699)

See accompanying notes to Condensed Consolidated Financial Statements.

6

ELECTRIQ POWER HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT (continued)

(unaudited)

	Common			Additional Paid- in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Deficit
	Shares	Par
Balance at December 31, 2021	217,588,804	$	21,759	$	5,296,155	$	(52,644,152)	$	(282)	$	(47,326,520)
Retroactive conversion of shares due to Business Combination	(197,192,388)	(19,719)		24,185,931		—		—		24,166,212
Balance at December 31, 2021, as converted	20,396,416	2,040		29,482,086		(52,644,152)		(282)		(23,160,308)
Issuance of shares for common stock	55,068	5		2,342		—		—		2,347
Stock-based compensation	—	—		138,007		—		—		138,007
Net loss	—	—		—		(7,937,071)		—		(7,937,071)
Balance at March 31, 2022	20,451,484	$	2,045	$	29,622,435	$	(60,581,223)	$	(282)	$	(30,957,025)
Issuance of shares for common stock	37,918	4		12,130		—		—		12,134
Shares issued on warrant exercises	789,206	79		10,625,912		—		—		10,625,991
Stock-based compensation	—	—		339,821		—		—		339,821
Net loss	—	—		—		(26,363,552)		—		(26,363,552)
Balance at June 30, 2022	21,278,608	$	2,128	$	40,600,298	$	(86,944,775)	$	(282)	$	(46,342,631)
Issuance of shares for common stock	53,856	5		53,551		—		—		53,556
Stock-based compensation	—	—		287,430		—		—		287,430
Net loss	—	—		—		(10,163,098)		—		(10,163,098)
Balance at September 30, 2022	21,332,464	$	2,133	$	40,941,279	$	(97,107,873)	$	(282)	$	(56,164,743)

See accompanying notes to Condensed Consolidated Financial Statements.

7

ELECTRIQ POWER HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Nine Months Ended September 30,
	2023		2022
Cash flows from operating activities:
Net loss	$	(13,464,822)	$	(44,463,721)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	3,289,369		765,258
Accretion of discount and dividends on cumulative mandatorily redeemable preferred stock	1,319,145		—
Unrealized fair value adjustments	(10,891,144)		32,128,614
Depreciation and amortization	123,308		119,388
Amortization of right of use assets	507,511		163,626
Settlement gain	(5,641,658)		—
Write-off of inventory deposits	5,040,689		—
Changes in assets and liabilities:
Accounts receivable, net	(54,500)		(963,629)
Inventory	(1,853,445)		(4,119,767)
Inventory deposits	(96,712)		(2,488,479)
Prepaid expenses and other current assets	(384,274)		(23,948)
Deposits	(21,718)		(900,160)
Accounts payable	6,660,128		(630,627)
Accrued expenses and other current liabilities	(7,274,682)		1,851,794
Other long-term liabilities	(470,168)		210,976
Net cash used in operating activities	(23,212,973)		(18,350,675)
Cash flows from investing activities:
Acquisition of property and equipment	(431,685)		(834,132)
Other	(4,923)		(3,798)
Net cash used in investing activities	(436,608)		(837,930)
Cash flows from financing activities:
Proceeds from loan payable	—		11,200,000
Payments on loans payable and note conversions	(3,584,989)		(1,333,027)
Proceeds from convertible note payable	3,500,000		—
Proceeds received from Business Combination	1,820		—
Proceeds from issuance of cumulative mandatorily redeemable preferred stock	9,550,792		—
Proceeds from conversion of warrants for preferred stock	—		693,000
Proceeds from issuance of common stock, net of issuance costs	17,439,776		95,614
Payment of equity issuance costs	(594,040)		—
Other	(45,000)		(40,000)
Net cash provided by financing activities	26,268,359		10,615,587
Net increase (decrease) in cash	2,618,778		(8,573,018)
Cash, beginning of period	5,480,960		12,730,198
Cash, end of period	$	8,099,738	$	4,157,180
	Nine Months Ended September 30,
	2023		2022
Supplemental disclosures of cash flow information:
Interest paid	$	1,601,660	$	130,890
Taxes paid	$	—	$	—
Right of use assets obtained in exchange for lease obligations	$	787,764	$	1,200,086
Non-cash financing activities:
Conversion of Electriq’s SAFE notes into shares of common stock at Closing Date of Business Combination	$	24,787,728	$	—
Conversion and exchange of Electriq warrants for shares of common stock at Closing Date of Business Combination	$	2,185,254	$	—
Retroactive conversion of pre-2023 seed preferred stock to shares of common stock upon Business Combination	$	34,792,203	$	—
Supplemental disclosure of non-cash notes conversion agreements:
Decrease in loans payable	$	(11,377,297)	$	(1,333,027)
Non-cash principal portion converted to cumulative mandatorily redeemable preferred stock and common stock	7,792,308		—
Total principal payments on loan payable	$	(3,584,989)	$	(1,333,027)
Increase in carrying value from issuance of cumulative mandatorily redeemable preferred stock	$	15,959,393	$	—
Non-cash portion converted to cumulative mandatorily redeemable preferred stock	(6,408,601)		—
Total cash proceeds from issuance of cumulative mandatorily redeemable preferred stock	$	9,550,792	$	—
Increase in carrying value from issuance of common stock, net of issuance costs	$	27,323,483	$	95,614
Non-cash portion allocated to common stock from note conversion agreements	(9,883,707)		$	—
Total cash proceeds from issuance of common stock	$	17,439,776	$	95,614

See accompanying notes to Condensed Consolidated Financial Statements.

8

ELECTRIQ POWER HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023 AND 2022

1. Organization and Description of Business

Electriq Power Holdings, Inc. (formerly known as TLG Acquisition One Corp. “TLG” prior to July 31, 2023, the Closing Date (as defined below) and on and after the Closing Date, the “Company” or “Electriq”) is a leading energy solutions provider that designs, develops, manages, delivers and services integrated energy storage systems for residential applications primarily in North America.

The Company sells its integrated energy storage systems through a network of channel partners, including solar and electrical distributors and installation companies, utility companies, municipalities, community choice aggregators and homebuilders. The Company has also historically sold its products through partnerships with large strategic corporations where it has rebranded the Company’s products (“white-label”) and, while the Company currently has no such partnerships, it continues to seek such partnerships.

Electriq’s wholly owned subsidiaries are Electriq Power Labs, Inc., formed in Canada in June 2016 and closed in January 2021, EIQP Limited, formed in Hong Kong in December 2016 and closed in July 2021, Parlier Home Solar, LLC, formed in California in April 2021, and Santa Barbara Home Power Program, LLC, formed in California in September 2022. Electriq has an 80% owned subsidiary, Electriq Microgrid Services LLC, formed in Delaware in May 2022.

Business Combination and Related Transactions

On July 31, 2023 (the “Closing Date”), the Company consummated the previously announced merger (the “Business Combination”) pursuant to that certain Agreement and Plan of Merger, dated November 13, 2022 (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, the “Merger Agreement”), among the Company, Eagle Merger Corp., a Delaware corporation and wholly-owned subsidiary of TLG (“Merger Sub”), and Electriq Power, Inc. (“Legacy Electriq”). Pursuant to the Merger Agreement, on the Closing Date, Merger Sub merged with and into Legacy Electriq, with Legacy Electriq continuing as the surviving corporation and as a wholly-owned subsidiary of TLG and the Legacy Electriq equity holders became the equity holders of TLG (the “Closing”). In connection with the Closing, TLG changed its name to Electriq Power Holdings, Inc.

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 (“TLG 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 the 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.

The Business Combination is accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). TLG is not considered a business pursuant to Accounting Standards Codification Topic (“ASC”) 805, and business combination guidance does not apply to this transaction. When business combination guidance in ASC 805 doesn’t apply, the transaction is accounted for in a manner that is similar to a reverse acquisition, which is often referred to as a reverse merger. TLG’s only pre-combination identifiable assets were the cash received from its public investors, and it did not meet the definition of a business as defined in ASC 805. As a result, the reverse merger is being accounted for as a reverse recapitalization, similar to a reverse acquisition between an operating company and a shell company. We further performed a voting model evaluation under the provisions of ASC 810, “Consolidations,” and have concluded that Electriq demonstrates voting interest control as determined under the voting model subsections of ASC 810 and is the accounting acquirer. The Electriq stockholders maintained ownership and voting rights of more the 50% in the

9

combined company; therefore, Electriq will consolidate TLG. The Merger Transaction is accounted for as the equivalent of a capital transaction in which Electriq, the accounting acquirer, is issuing stock for the net assets of TLG, and is considered to be the equivalent of the operating company, Electriq, issuing shares for the net monetary assets of TLG, followed by a recapitalization. The net assets of TLG are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination reflect those of Legacy Electriq.

As part of the Business Combination, Legacy Electriq equity holders received aggregate merger consideration, consisting of 27,500,000 shares of TLG’s common stock, par value $0.0001 per share, at an assumed value of $10.00 per share or $275,000,000, plus 3,528,750 additional shares of TLG common stock, being equal to the quotient obtained by dividing (x) the amount of equity raised by Legacy Electriq in any equity, debt or similar investments obtained by Legacy Electriq prior to closing of the Merger in connection with a private capital raise, by (y) $8.00. In addition, holders of Legacy Electriq’s Series B Cumulative Redeemable Preferred Stock, par value $0.0001 per share received 1,411,500 shares of TLG’s Series A Cumulative Redeemable Preferred Stock, par value $0.0001 per share, being equal to the number of shares of Legacy Electriq Cumulative Redeemable Series B preferred stock outstanding immediately prior to the closing of the Merger multiplied by the Exchange Ratio. The TLG preferred stock has a cumulative dividend, payable in kind, of 15% per share, plus any accrued and unpaid dividends on each such share, and is subject to mandatory redemption on the third anniversary of the original issue date of such shares, payable either in cash or in TLG common stock, at the option of the holder. As part of the merger consideration, holders of Legacy Electriq’s options not exercised prior to the Business Combination received replacement options to purchase shares of TLG common stock based on the value of the merger consideration per share of Legacy Electriq common stock.

In June 2023, certain investors entered into subscription agreements with Legacy Electriq to purchase shares of Electriq common stock for $18.1 million, including (i) $10.0 million from John Michael Lawrie, the Chief Executive Officer of TLG and Chairman of the TLG board of directors, (ii) $4.5 million from an affiliate of an existing Legacy Electriq stockholder, (iii) $2.5 million in the aggregate from funds managed by GBIF Management Ltd. and another Legacy Electriq stockholder, and (iv) $1.1 million from new Legacy Electriq investors (“Pre-Closing Financings”). In addition, on June 8, 2023, certain noteholders of Legacy Electriq entered into subscription agreements with Legacy Electriq pursuant to which such investors converted approximately $10.1 million of Legacy Electriq notes, including accrued interest (excluding the Lawrie notes (as defined below)), into shares of Legacy Electriq common stock plus additional shares of Legacy Electriq common stock and Legacy Electriq cumulative preferred stock as an incentive (“Pre-Closing Loan Conversions”).

In connection with the Pre-Closing Financings and Pre-Closing Loan Conversions, Mr. Lawrie, the Additional Investor, the Pre-Closing Electriq Investors and the Electriq noteholders received shares of Electriq common stock and shares of Electriq cumulative mandatorily redeemable Series B preferred stock as an incentive for their investment. Upon conversion in the Merger, the shares of Electriq common stock and Electriq cumulative mandatorily redeemable Series B preferred stock received in the Electriq Incentive converted into shares of TLG common stock and shares of TLG cumulative mandatorily redeemable Series A preferred stock.

In June and July 2023, certain investors entered into subscription agreements with TLG to purchase 650,000 shares of TLG common stock for $6.5 million, including (i) $5.0 million from Mr. Lawrie for 500,000 shares of TLG common stock and (ii) $1.5 million from other Electriq investors to purchase 150,000 shares of TLG common stock. In connection with the Closing Financings, Mr. Lawrie and the other Electriq investors received, as an incentive for their investment, 250,000 shares and 75,000 shares, respectively, of TLG preferred stock at Closing.

On June 8, 2023, Mr. Lawrie signed an agreement pursuant to which Mr. Lawrie’s two secured convertible promissory notes (the “Lawrie notes”) in the aggregate amount of $8.5 million were converted into 1,062,500 shares of TLG common stock and 425,000 shares of TLG preferred stock. In addition, pursuant to an amendment to the Sponsor Agreement signed on June 8, 2023, at the Closing, the Sponsor (i) relinquished and cancelled, for no consideration, an additional 3,270,652 shares of its TLG Class F common stock and all of the 4,666,667 private placement warrants that it received in connection with TLG’s initial public offering. Immediately prior to the Closing Date of the merger, TLG had 5,000,000 shares of its TLG Class F common stock issued and outstanding. Upon completion of the Business Combination, 1,729,348 former shares of Class F Common Stock were recapitalized as Class A common stock in New Electriq. Further, the non-redemption of 211,797 shares of TLG

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common stock also resulted in an increase in shares of New Electriq common stock immediately after the Closing Date. The Sponsor Amendment also provided that Sponsor would convert all Working Capital Loans into shares of TLG common stock, TLG preferred stock and warrants at Closing. At Closing, all TLG Operating Expenses totaling $9.1 million, including approximately $7.2 million of Working Capital Loans, were converted into 756,635 shares of TLG common stock, 378,318 of TLG preferred stock and 1,000,000 warrants with terms identical to the terms of the Sponsor IPO Private Placement Warrants. On September 21, 2023, the Company and Sponsor acknowledged and agreed (the “Acknowledgment”) that the Sponsor Amendment was intended to provide for the conversion into TLG Common Stock and TLG Preferred Stock of all TLG Operating Expenses and not solely the Working Capital Loans. Given that the full amount of the TLG Operating Expenses was so converted at Closing, no adjustments to the TLG securities issued at Closing to Sponsor were required as a result of the Acknowledgment.

TLG’s public units were separated into their component securities upon consummation of the Business Combination and, as a result, no longer trade as a separate security and were delisted from NYSE.

At the Closing Date, pursuant to the terms of the Merger Agreement and after giving effect to the redemptions of TLG Class A common stock by public stockholders of TLG:

•each share of Legacy Electriq common stock issued and outstanding immediately prior to the Closing (excluding shares owned by Legacy Electriq or any of its direct or indirect wholly-owned subsidiaries as treasury stock or by TLG) was cancelled and converted into the right to receive a number of shares of TLG Class A common stock equal to one (1) multiplied by the Exchange Ratio of $0.007583541 per share; total shares of TLG Class A common issued on conversion at the Exchange Ratio on the Closing Date were 5,409,014 shares.

•each share of Legacy Electriq cumulative mandatorily redeemable Series B preferred stock issued and outstanding immediately prior to the Closing was cancelled and converted into the right to receive a number of shares of TLG’s cumulative mandatorily redeemable Series A preferred stock, par value $0.0001 per share (“TLG preferred stock”), equal to one (1) multiplied by the Exchange Ratio;

•Legacy Electriq pre-2023 preferred stock was converted into 20,064,970 shares of TLG common stock on the Closing Date, including additional shares issued as a result of applying an anti-dilution factor and the conversion of accumulated dividends on pre-2023 seed preferred stock. Such securities were considered fully exercised;

•all outstanding SAFE notes were converted into 4,090,384 shares of Class A common stock in TLG at a fair value of approximately $6.06 per share at the Closing Date;

•outstanding Legacy Electriq warrants immediately prior to the Closing Date with a fair value of $2,185,254 were exchanged into 360,603 shares of Class A common stock in TLG. The warrants were exchanged on a cashless basis;

•each outstanding vested and unvested Legacy Electriq stock option was assumed by TLG, cancelled and converted into an option to purchase a number of shares of Class A common stock equal to (a) the product of the number of shares of Legacy Electriq common stock underlying such Legacy Electriq stock option immediately prior to the Closing multiplied by the Exchange Ratio at an exercise price per share equal to the quotient obtained by dividing (A) the exercise price per share of Legacy Electriq common stock underlying such Legacy Electriq stock option immediately prior to the Closing by (B) the Exchange Ratio; and

•the $8.5 million Notes with the SPAC Executive (“SPAC Executive Notes”) converted into equity securities of TLG in accordance with the terms of the Notes Conversion Agreement. See Note 5.

On August 1, 2023, the Company’s Class A common stock and warrants to purchase Class A common stock of the Company began trading on the NYSE and NYSE American, respectively, under the symbols “ELIQ” and “ELIQ WS,” respectively.

The source and total number of shares of Class A common stock outstanding immediately after the completion of the Business Combination as of the July 31, 2023 Closing Date is as follows:

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Conversions of pre-2023 preferred stock	20,064,970
Conversions of SAFE notes	4,090,384
Conversions of Legacy Electriq warrants	360,603
Conversions of Legacy Electriq common stock, including common stock issued in pre-closing financings executed prior to the completion of the Business Combination	5,409,014
Common stock issued in the conversion of the Working Capital Loan at the Closing Date	756,635
Common stock issued in the conversion of the Lawrie notes at the Closing Date	1,712,500
Contingently redeemable shares of common stock purchased by Meteora pursuant to Forward Purchase Agreement	3,534,492
Additional contingently redeemable shares of common stock issued to Meteora pursuant to subscription agreement	251,194
Common stock issued from non-redemptions	211,797
Recapitalization of Class F shares of TLG into shares of Class A common stock	1,729,348
Total shares of Class A common stock outstanding as of Closing Date	38,120,937

On July 31, 2023, 29,924,971 shares of common stock and 1,411,500 shares of TLG preferred stock were issued to Electriq stockholders, and 2,720,329 shares of common stock and 1,178,318 shares of TLG preferred stock were issued in connection with the Closing Financings. After giving effect to the foregoing issuances, 38,120,937 shares of Class A common stock and 2,589,818 shares of TLG preferred stock were outstanding. Stockholders holding 7,736,608 of TLG’s public shares exercised their right to redeem such shares for a pro rata portion of the funds in TLG’s Trust Account.

Forward Purchase Agreement

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” and together with MSOF, MCP, and MSTO, the “Seller”) pursuant to which the Seller purchased 3,534,492 shares of TLG common stock from third parties through a broker in the open market (“Recycled Shares”).

The Forward Purchase Agreement provided that $3,000,000 (the “Prepayment Shortfall”) would be paid by Seller to TLG one business day following the Closing (for which amount was 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 (as defined in the Forward Purchase Agreement) until the earlier of such time as the proceeds from such sales equal 100% of the Prepayment Shortfall (such sales, “Shortfall Sales,” and such Shares, “Shortfall Sale shares”). A sale of shares is only a Shortfall Sale when a Shortfall Sale notice is delivered under the Forward Purchase Agreement, and an Optional Early Termination (as defined in the Forward Purchase Agreement), is delivered. As of September 30, 2023. Seller has submitted Shortfall Sale notices totaling 51,624 shares that it sold through that date for proceeds of $362,163, reducing the remaining Prepayment Shortfall amount to $2,637,837.

The Forward Purchase Agreement provided that Seller would 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 (as defined in the Forward Purchase Agreement) 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, 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

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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.

The Company accounts for the Forward Purchase Agreement as a derivative instrument in accordance with the guidance in ASC 480-10. The instrument is subject to remeasurement at each balance sheet date, with changes in fair value (“FV”) recognized in the statements of operations. See Note 12. The ability of the Company to receive any of the proceeds from the Forward Purchase Agreement is dependent upon factors outside the control of the Company. The initial fair value of the forward purchase contract asset at the Closing Date was $18,475,421, net, which includes a forward purchase contract asset related to the payment of the $37,261,790 (including $189,684 in transaction costs) to Meteora at the Closing Date, offset by the change in the fair value of the forward purchase contract asset of $18,596,685, which has been recorded as a charge to unrealized fair value adjustments in the Company’s condensed consolidated statements of operations. The forward purchase contract asset was classified as a current asset, as its liquidation is reasonably expected to use or require current assets or the creation of current liabilities. See also Note 14.

FPA Funding Amount PIPE Subscription Agreement

On July 23, 2023, TLG entered into a subscription agreement (the “FPA Funding Amount PIPE Subscription Agreement”) with Meteora. Pursuant to the FPA Funding Amount PIPE Subscription Agreement and in connection with the Forward Purchase Agreement, Meteora purchased on the Closing Date, an aggregate of a number of shares of TLG common stock up to the Maximum Number of Shares as set forth in the Forward Purchase Agreement (the “Subscribed Shares”) less the number of Recycled Shares, as defined in the Forward Purchase Agreement, provided, however, that Meteora shall not be required to purchase an amount of shares of TLG common stock, such that following the issuance of the Subscribed Shares, its ownership would not exceed 9.9% ownership of the total shares of TLG common stock outstanding immediately after giving effect to such issuance unless Meteora at its sole discretion waives such 9.9% ownership limitation. As described in Note 9, on July 31, 2023, 251,194 additional shares of Electriq common stock were issued to Seller at approximately $10.00 per share pursuant to the terms of a subscription agreement entered into at Closing in connection with the FPA Funding Amount PIPE Subscription Agreement.

Upon the completion of the Business Combination, the remaining $1.5 million of working capital loans were converted into 1,000,000 warrants at $1.50 per share with terms identical to the terms of the Sponsor IPO Private Placement Warrants. In addition, the Company issued 50,000 shares of cumulative redeemable Series A preferred stock to certain stockholders subject to the Non-Redemption Agreement and 378,318 shares of cumulative redeemable Series A preferred stock to reflect the Working Capital Loan Conversion. The shares of Electriq preferred stock issued in connection with the Financing Transactions have been reflected in the condensed consolidated balance sheet as liabilities at fair value pursuant to ASC 480. The carrying value of the Electriq preferred stock is accreted to its redemption value over the three-year period ending in the redemption date. The Company utilized a third-party valuation specialist to determine the fair value of the preferred stock. The fair value calculation was based on a variety of assumptions, including the use of a market yield to discount the future payout to present value and applying a discount related to the lack of marketability. The preferred stock qualifies as a mandatorily redeemable financial instrument as it embodies an unconditional obligation requiring the issuer to redeem the instrument by transferring its assets at a specified or determinable date (or dates) or upon an event that is certain to occur. In addition, an additional $40,072,106 of Electriq Class A common stock subject to forward purchase contract (and classified as mezzanine equity) was recorded at the Closing Date of the Business Combination to reflect Meteora’s purchase of 3,534,492 shares of TLG Common Stock at approximately $10.63 per share and 251,194 additional shares of TLG at approximately $10.00 per share to reverse previously submitted redemption requests pursuant to the terms of the Forward Purchase Agreement. These shares are classified as mezzanine equity on the balance sheet, as they are contingently redeemable upon the occurrence of certain events

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not solely within the control of the Company that allow for the effective redemption of such shares in cash at the option of Meteora.

The following table reflects the preliminary accounting of the net assets acquired and liabilities assumed in exchange for common stock in connection with the Business Combination:

TLG cash balance at Closing Date of Business Combination, including reclassification of TLG cash held in trust, prior to merger related transactions	$	84,471,539
Plus: Proceeds from Meteora’s purchase of 3,534,492 TLG common stock at approximately $10.63 per share and 251,194 additional shares at approximately $10.00 per share to reverse previously submitted redemption requests pursuant to the terms of the forward purchase contract asset	40,072,106
Less: Redemption of approximately 97.3% or 7,736,608 shares of TLG common stock at approximately $10.63 per share	(82,220,659)
Less: Net cash payment to Meteora at Closing Date (including $0.2 million of equity issuance costs associated with the Forward purchase contract asset)	(37,261,790)
Less: TLG pre-close transaction costs paid at Closing Date	(5,059,376)
Net cash acquired in business combination	1,820
Less: Assumed liabilities at Closing Date	(6,646,468)
Less: Cumulative mandatorily redeemable preferred stock incentive shares issued on redemptions and conversion of working capital loan	(4,186,797)
Less: Adjustment of acquired private placement warrants to FV at Closing Date, plus new private placement warrants issued on conversion of working capital loan	(10,160,000)
Less: Prepayment Shortfall (Contingently redeemable common shares purchased by Meteora to reverse previously submitted redemption requests pursuant to terms of Forward Purchase Agreement and additional common shares issued pursuant to terms of FPA Funding Amount PIPE Subscription Agreement, net of prepayment to Meteora at Closing Date)	(3,000,000)
Less: Equity issuance costs on Forward purchase contract asset	(594,040)
Less: Equity classified public warrants post-Business Combination	(1,600,000)
Net charge to Additional paid-in-capital as a result of the Business Combination reported in Stockholders' deficit	$	(26,185,485)

The Company continues to assess its acquired assets and assumed liabilities as of the filing date.

The Company’s fiscal year begins on January 1 and ends on December 31.

2. Summary of Significant Accounting Policies

Basis of Reporting

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, certain disclosures included in the annual financial statements have been condensed or omitted from these unaudited condensed consolidated financial statements as they are not required for interim financial statements under GAAP and the rules of the SEC. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023 or any future period.

The Unaudited condensed consolidated financial statements presented herein have been prepared by the Company in accordance with the accounting policies described in its December 31, 2022 Consolidated Financial Statements, included in Form S-1 which was determined effective on November 13, 2023, and should be read in conjunction with the Notes to condensed consolidated financial statements which appear herein.

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Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of Electriq, its wholly-owned subsidiaries and its 80% owned subsidiary for which it has controlling interest. All significant intercompany balances and transactions have been eliminated in consolidation.

The Company’s revenues, expenses, assets and liabilities are primarily denominated in U.S. dollars, and as a result, the Company has adopted the U.S. dollar as its functional and reporting currency.

Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. However, substantial doubt about the Company’s ability to continue as a going concern exists. Through September 30, 2023, the Company has incurred recurring losses from operations and negative operating cash flows, and as of September 30, 2023 has recorded an accumulated deficit of $118,458,233. As disclosed in Note 7, in December 2022, the Company received a notice from its major customer, Kohler Co. (“White-Label Provider”), of its intent to terminate its contract. On May 19, 2023, it entered into a settlement with the customer. As a result, the Company experienced a significant decline in revenue during the three and nine months ended September 30, 2023, which is consistent with its revised forecast for the year ending December 31, 2023. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The continuation of the Company as a going concern is dependent upon improving its profitability through the introduction of new products and service offerings, including the successful execution of its sustainable communities network and microgrid offerings from customer agreements entered into in 2022 and 2023, as well as the continuing financial support from its stockholders or other debt or capital sources. The Company is currently evaluating strategies to obtain the additional required funding for its future operations. These strategies include, but are not limited to, obtaining equity financing, issuing debt or entering into financing arrangements, and as reflected in Note 1, funds that were received as part of the Pre-Closing and Closing Financings and Notes Conversion Agreements associated with the Business Combination. The Company’s ability to raise additional capital through the sale of equity or convertible debt securities could be significantly impacted by the resale of shares of Class A common stock by selling securityholders, which could result in a significant decline in the trading price of the Company’s Class A common stock and potentially hinder its ability to raise capital at terms that are acceptable. In addition, debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting the Company’s ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, or substantially reduce our operations. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.

These unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities and reported expenses that may result if the Company is not able to continue as a going concern.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions include the useful lives of property and equipment; inventory; stock-based compensation; warrants; derivatives; preferred stock; Forward Purchase Agreement; Simple Agreement for Future Equity (“SAFE”) notes; convertible notes; income taxes; and reserves for warranties.

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Trade Accounts Receivable

Accounts receivable are recorded at original invoice amount less an allowance for uncollectible accounts that the Company believes will be adequate to absorb estimated losses on existing balances. The Company estimates the allowance based on collectability of accounts receivable, historical bad debts loss rate experience and expectations of forward looking estimates. Accounts receivable balances are written off against the allowance upon the Company’s determination such accounts are uncollectible. Recoveries of accounts receivable previously written off are recorded when received. Management believes credit risks on accounts receivable will not be material to the financial position of the Company or its results of operations. The allowance for doubtful accounts was $40,449 and $30,429 as of September 30, 2023 and December 31, 2022, respectively. The Company did not record any net charges in the provision for expected credit losses or any write-offs against the allowance during the three months ended September 30, 2023. The Company recorded a net charge in the provision for expected credit losses and write-offs charged against the allowance of $10,020 and zero, respectively, in the nine months ended September 30, 2023. The Company recorded net charges in the provision for expected credit losses of $72,791 in both the three and nine months ended September 30, 2022, and write-offs charged against the allowance of $89,196 and $263,784, respectively, in the three and nine months ended September 30, 2022. Customary terms generally require payment within 30 to 90 days and, for certain customers, deposits may be required in advance of shipment.

Comprehensive Loss

The Company applies Accounting Standards Codification Topic (“ASC”) Topic 220 (Reporting Comprehensive Income) which requires that all items that are recognized under accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. The items of other comprehensive income that are typically required to be displayed are foreign currency items, minimum pension liability adjustments, and unrealized gains and losses on certain investments in debt and equity securities. For the three and nine months ended September 30, 2023 and 2022, the Company had no unrealized gains or losses.

Segment Information

ASC 280-10, Segment Reporting (“ASC 280-10”), establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. ASC 280-10 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. During the three and nine months ended September 30, 2023 and 2022, the Company sold its integrated energy storage systems through its partners and operated as one segment. Therefore, the consolidated information disclosed herein also represents all the financial information related to the Company’s operating segment.

Research and Development

The Company accounts for research and development costs in accordance with the ASC 730-10, Research and Development. Under ASC 730-10, all research and development costs must be charged to expense as incurred.

Shipping and Handling Fees

Shipping and handling fees billed to customers, as well as the costs associated with shipping goods to customers, are recorded within selling, general and administrative expenses. During the three months ended September 30, 2023 and 2022, the Company incurred $6,645 and $9,970, respectively, and during the nine months ended September 30, 2023 and 2022, the Company incurred $16,181 and $29,435, respectively, which is recorded in general and administrative in the condensed consolidated statements of operations.

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Advertising

The Company charges the cost of advertising to expense as incurred. During the three months ended September 30, 2023 and 2022, the Company incurred $440,618 and $148,215, respectively, and during the nine months ended September 30, 2023 and 2022, the Company incurred $1,122,791 and $628,826, respectively, which is recorded in sales and marketing in the condensed consolidated statements of operations.

Concentration of Credit Risks and Other Risks and Uncertainties

Financial instruments potentially subjecting the Company to concentrations of credit risk consist principally of cash and accounts receivable. Cash is mainly deposited on demand at one financial institution in the U.S. At times, such deposits may be in excess of insured limits. The Company has not experienced any losses on its deposits of cash.

The Company’s accounts receivables are derived from revenue earned from customers located throughout the world. When necessary, the Company performs credit evaluations of its customers’ financial condition and sometimes requires partial payment in advance of shipping. As of September 30, 2023 and December 31, 2022, the Company had two customers accounting for 70% and 19% of accounts receivable, and three customers accounting for 30%, 27% and 20% of accounts receivable, respectively. For the nine months ended September 30, 2023 and 2022, the Company had two customers accounting for 58% and 19% of its revenue, and one customer accounting for 90% of its revenue, respectively.

On December 12, 2022, a customer, which accounted for 87% of the Company’s revenue for the year ended December 31, 2022, provided notice of its intent to terminate the contract claiming the Company breached its agreement with them. On May 19, 2023, the Company entered into a settlement with the customer. As a result, the Company experienced a significant decline in revenue during the three and nine months ended September 30, 2023, which is consistent with its revised forecast for the year ending December 31, 2023.

Income Taxes

The Company and its subsidiaries account for income taxes in accordance with ASC 740, Income Taxes. ASC 740 prescribes the use of the liability method, whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates that will be in effect when the differences are expected to reverse.

Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. Deferred tax assets are evaluated for future realization and reduced by a valuation allowance to the extent the Company believes they will not be realized.

The Company accounts for uncertain tax positions in accordance with ASC 740. ASC 740-10 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative probability) likely to be realized upon ultimate settlement.

The Company classifies interest and penalties related to income taxes, if any, as a component of income tax expense in its condensed consolidated statements of operations.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed consolidated balance sheets, primarily due to their short-term nature, except for the derivative warrant liabilities and the forward purchase contract asset (see Note 12).

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Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest

priority to unobservable inputs (Level 3 measurements). These tiers include:

• Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

• Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Derivative Warrants Liability

The Company does not use derivative instruments to hedge exposures to cashflow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. The preferred stock warrants were for contingently redeemable preferred stock, and as such, the preferred stock warrants were classified as a liability in warrants liability in the condensed consolidated balance sheets. The common stock warrants were legally detachable, transferable, and exercisable into a variable number of shares, and as such were classified as a liability in warrants liability in the condensed consolidated balance sheets. The warrants liability is subject to a fair value remeasurement each period with an offsetting adjustment reflected in unrealized fair value adjustments in the condensed consolidated statements of operations.

The Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. The Private Placement Warrants failed the indexation guidance in ASC 815-40. Provisions within the warrant agreement preclude the Private Placement Warrants from being considered indexed to the Company’s own stock, and thus the Private Placement Warrants are classified as a liability measured at fair value. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and remeasures to fair value at each reporting period. Changes in fair value are recognized in the Company’s condensed consolidated statements of operations.

The Company’s Private Placement Warrants have been measured to fair value using the option-pricing method. See Note 11. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

As a result of the Business Combination, Public Warrants were recorded at a fair value of $1,600,000 in equity at the Closing Date. After completion of the Business Combination, Electriq has only a single class of participating securities. Therefore, in the event of a tender offer of more than 50% of outstanding equity, a change of control would occur and settlement of warrants in cash or other assets would not preclude equity classification under ASC 815-40-25. Further the Company notes that there are no settlement features that otherwise preclude the public warrants from being considered fixed-for-fixed under ASC 815-40-15 and being considered equity classified under

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ASC 815-40-25 post-merger. Therefore, Electriq has presented these public warrants as equity classified instruments.

Forward Purchase Contract Asset

The Company accounts for the forward purchase contract asset as a derivative instrument in accordance with the guidance in ASC 480-10. The instrument is subject to remeasurement at each balance sheet date, with changes in fair value recognized in the statements of operations. See Note 12. The ability of the Company to receive any of the proceeds from the forward purchase contract asset is dependent upon factors outside the control of the Company. The Company established the fair value of the forward purchase contract asset on the Closing Date of the Business Combination.

The estimated fair value of the forward purchase contract asset was calculated using a Black-Scholes option pricing model and used significant assumptions including the risk free rate and volatility. Given the limited trading history of the Company, the Company utilized the volatility of a peer group of similar public companies.

Forward purchase contract asset was classified as a current asset, as its liquidation is reasonably expected to use or require current assets or the creation of current liabilities.

Contingently Redeemable Class A Common Stock

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. The Company’s Class A common stock is classified as mezzanine equity as it features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. As of September 30, 2023 and December 31, 2022, 3,734,062 and zero, respectively, shares of Class A common stock subject to possible redemption is presented at redemption value as mezzanine equity. See Note 9.

Embedded Derivatives

The Company accounts for embedded derivatives at fair value in accordance with ASC 815-15, Derivatives and Hedging; Embedded Derivatives. Embedded derivatives that are required to be bifurcated from the underlying host instrument are accounted for and valued as a separate financial instrument.

Product Warranties

The Company provides a warranty on all its products, which is the shorter of ten years or when the usage exceeds 7.52 megawatt hours (MWh), except one customer during 2020 and prior where the warranty excludes batteries and limits the inverter warranty to five years. Estimated future warranty costs are accrued and charged to cost of goods sold in the period the related revenue is recognized. These estimates are derived from historical data and trends of product reliability and estimated costs of repairing and replacing defective products.

Stock-based Compensation

Stock-based awards issued to employees, executives and consultants are valued as of the grant date. Corresponding compensation expense is recognized over the applicable vesting period. For awards with a service condition for vesting, the related expense is recognized on a straight-line basis over the entire award’s actual or implied vesting period.

The Company uses the Black-Scholes option pricing model to estimate the fair value of stock-based awards as of the date of grant. This requires management assumptions that involve inherent uncertainties and the application of judgment, including (a) the fair value of the Company’s common stock on the date of the option grant, (b) the expected term of the stock option until its exercise by the recipient, (c) expected stock price volatility over the expected term, (d) the prevailing risk-free interest rate over the expected term, and (e) expected dividend payments over the expected term.

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Management estimates the expected term of awarded stock options utilizing the “simplified method” as the Company does not yet have sufficient exercise history. Further, the Company lacked company-specific historical and implied volatility information of its stock. Accordingly, management estimates this expected volatility using its designated peer-group of publicly-traded companies for a look-back period, as of the date of grant, which corresponds with the expected term of the awarded stock option.

The Company estimates the risk-free interest rate based upon the U.S. Department of the Treasury yield curve in effect at award grant for time periods that correspond with the expected term of the awarded stock option. The Company accounts for forfeitures as they occur. The Company’s expected dividend yield is zero because it has never paid cash dividends and does not expect to for the foreseeable future.

Given the absence of a public trading market prior to the completion of the Business Combination, the Company’s Board of Directors, with input from management, considered numerous objective and subjective factors to determine the fair value of its common stock. The factors included: (1) third-party valuations of the Company’s common stock; (2) the Company’s stage of development; (3) the status of research and development efforts; (4) the rights, preferences and privileges of the Company’s preferred stock relative to common stock; (5) the Company’s operating results and financial condition, including the Company’s levels of available capital resources; (6) equity market conditions affecting comparable public companies; (7) general U.S. market conditions; and (8) the lack of current marketability of the Company’s common stock. Subsequent to the Closing Date, the closing price of ELIQ on the date of grant is utilized for the measurement of stock compensation expense.

A restricted stock award is a grant of company stock in which the recipient's rights in the stock are restricted until the shares vest. As per the Company’s 2023 Equity Incentive Plan, unless otherwise set forth in an individual award agreement, each award shall vest over a three year period with one-third of the award vesting on each annual anniversary of the date of grant. The fair market value of a restricted stock award is the market value as determined by the closing price of the stock on the date of grant.

Property and Equipment, Net

Property and equipment are stated at cost less accumulated depreciation, and are depreciated using the following method over the estimated useful lives:

	Depreciation Method	Estimated useful lives of assets
Computer	Straight-line	5 years
Office equipment	Straight-line	5-7 years
Machinery	Straight-line	5 years
Leasehold improvements	Straight-line	1-5 years

Repair and maintenance costs are charged to expense as incurred, whereas the cost of renewals and betterments that extend the useful lives of property and equipment are capitalized as additions to the related assets.

Retirements, sales and disposals of assets are recorded by removing the cost and accumulated depreciation from the asset and accumulated depreciation accounts with any resulting gain or loss reflected in the condensed consolidated statements of operations.

Long-Lived Assets

The Company follows a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. Impairment is measured as the excess of the carrying value over the estimated fair value of such assets.

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Debt

Debt is carried at the outstanding principal balance, less unamortized discount or premium. The Company accounts for convertible instruments in accordance ASC Topic 470, Accounting for Convertible Securities with Beneficial Conversion Features. Accordingly, the Company records, when necessary, discounts to convertible notes for the fair value of conversion options identified as embedded derivatives in accordance with ASC 815-15, Derivatives and Hedging; Embedded Derivatives. Debt discounts under these arrangements are amortized over the term of the related debt.

SAFE notes

During the year ended December 31, 2021, the Company executed SAFE arrangements. The SAFE notes were not mandatorily redeemable, nor did they require the Company to repurchase a fixed number of shares. The Company determined the SAFE notes contained a liquidity event provision that embodied an obligation indexed to the fair value of the Company’s equity shares and could have required the Company to settle the SAFE obligation by transferring assets or cash. Accordingly, the Company recorded the SAFE notes as a liability under ASC 480 and re-measured fair value at the end of each reporting period, with changes in fair value reported in operations.

The fair value of the SAFE notes was estimated using a probability weighted value method based on the total present value of cash flows, utilizing a 20% discount rate, plus the additional upside from the fixed price conversions for each of the scenarios. The unobservable inputs for the fixed price conversions were based on probabilities that the SAFE notes would convert upon either a (i) financing, (ii) liquidity event due to a sale, or (iii) liquidity event from going public.

Cumulative Mandatorily Redeemable Preferred Stock

The shares of cumulative mandatorily redeemable preferred stock issued in connection with the financing transactions referenced in Note 1 have been reflected in the Company’s condensed consolidated balance sheets as liabilities at fair value pursuant to ASC 480. From and after the date of issuance of any cumulative mandatorily redeemable preferred stock, dividends payable solely in the form of shares (or fractions thereof) of cumulative mandatorily redeemable preferred stock shall accrue on each outstanding share (or fractional share) of cumulative mandatorily redeemable preferred stock at the rate per annum of 15% of the cumulative mandatorily redeemable preferred stock original issuance price plus the amount of any previously accrued and unpaid dividends, compounded annually, on each such share (the “Preferred Accruing Dividends”). The Preferred Accruing Dividends shall accrue from day-to-day, whether or not declared, and shall be cumulative. Such Preferred Accruing Dividends shall be payable only when and if declared by the Board of Directors and the Company shall be under no obligation to declare such Preferred Accruing Dividends. If the preferred stockholders do not receive a dividend (i.e., the board of directors does not declare a dividend) in a given period, then the undeclared dividend is accumulated. The issuer is obligated to pay any accumulated undeclared dividends upon liquidation and, in some cases, upon early redemption of the preferred stock. The Preferred Accruing Dividends shall not be paid in cash and shall be paid only in the form of shares (or fractions of shares) of cumulative mandatorily redeemable preferred stock equal to (A) the Preferred Accruing Dividends accrued and unpaid as of the relevant cumulative mandatorily redeemable preferred stock dividend payment date divided by (B) the cumulative mandatorily redeemable preferred stock original issue price, which was defined as $10 per share after application of the Exchange Ratio. The Preferred Accruing Dividends shall be calculated and compounded annually and in arrears on each anniversary of the date on which the first share of cumulative mandatorily redeemable preferred stock was issued.

The terms of the cumulative mandatorily redeemable Preferred stock require the issuer to pay the original issue price of the preferred stock plus cumulative dividends, whether or not declared, upon redemption in shares of cumulative mandatorily redeemable preferred stock. This is a paid-in-kind dividend feature, and it is not discretionary as there is no other choice other than to get the dividend in shares of cumulative mandatorily redeemable preferred stock. Based on the above, the Company shall accrete the dividends as an increase to the carrying amount of the cumulative mandatorily redeemable preferred stock pursuant to ASC 480, despite the fact that dividends have not been declared. The carrying value of the cumulative mandatorily redeemable preferred stock is accreted to its redemption value over the three year period ending on the redemption date. The cumulative

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mandatorily redeemable preferred stock qualifies as a mandatorily redeemable financial instrument as it embodies an unconditional obligation requiring the issuer to redeem the instrument by transferring its assets at a specified or determinable date (or dates) or upon an event that is certain to occur. Pursuant to the respective preferred stock agreements, the issued and outstanding cumulative mandatorily redeemable preferred stock (including a cumulative dividend, payable in kind, of 15% per share, plus any accrued and unpaid dividends on each such share) shall be subject to mandatory redemption by the issuer on the third anniversary of their original issue date in the form of either cash or an equivalent value in shares of common stock.

Inventory

Inventory consists entirely of finished goods. The Company’s reserve for inventory obsolescence and slow-moving items was $1,987,124 and $976,881 as of September 30, 2023 and December 31, 2022, respectively. Inventory deposits consist of prepayments to vendors to secure an adequate supply of required future inventory purchases for a limited period of time, as needed.

Revenue Recognition

Revenues are recognized in accordance with ASC 606, Revenue from Contracts with Customers, when control of the promised goods or services is transferred to the customers, in an amount the Company expects in exchange for those goods or services. The Company has contracts with customers which cover the products and services to be delivered, and specify the prices for products and services.

The Company recognizes revenue under the core principle that transfer of control to the Company’s customers should be depicted in an amount reflecting the consideration the Company expects to receive in revenue. The main performance obligations are the provisions of the following: 1) delivery of the Company’s products; 2) installation of Company’s products; and 3) ad-hoc engineering services.

Revenue is recognized when or as performance obligations are satisfied by transferring control of a promised good or service to a customer.

Product net revenue includes sales of energy storage systems and sales of installed energy storage solutions to homeowners.

The Company sells energy storage systems to installers and distributors, for which revenues are recognized at a point in time when control is transferred to the installer or distributor in accordance with the shipping terms, which, in most cases, is upon shipment at the Company’s warehouse shipping dock.

The Company sells installed energy storage solutions to homeowners through licensed installer subcontractors. The licensed installers were determined to be acting as agents on our behalf in these arrangements. Installations typically take up to three months to complete; however, there have been instances where the installation process has extended beyond three months. Revenues from the sale and installation of energy storage solutions are recorded as one performance obligation, as the solutions provided to the homeowners are not distinct in the context of the contract and are recorded following the input method over the life of the project. For each performance obligation satisfied over time, revenue is recognized by measuring the progress toward complete satisfaction of that performance obligation and is applied following a single method of measuring progress that must be applied consistently for similar performance obligations. Total revenue recognized from sales of installed energy storage solutions was $11,665 and $82,877 in the three months ended September 30, 2023 and 2022, respectively, and $38,850 and $410,659 in the nine months ended September 30, 2023 and 2022, respectively, and is included in product net revenue. See Note 3.

Ad-hoc engineering services are recognized at a point in time as the specified service is delivered to the customer.

On March 13, 2023, the Company entered into a multi-year agreement with EverBright, LLC, a subsidiary of a major U.S. clean-energy company to provide the Company financing to support the implementation of sustainable community networks throughout California. The agreement provides the Company with the exclusive right to install

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systems for the first 8,000 customers that execute qualifying power purchase agreements under the sustainable community networks program. Following the 30 month anniversary of the arrangement, either party may terminate this agreement upon 60 days prior notice to the other party. The agreement provides that the Company will design and propose systems for approval by the clean-energy company based upon customer agreements with each customer. Upon approval by the clean-energy company, each system is then installed by the Company at a purchase price specified in the agreement, with the clean-energy company, as the purchaser of the system, making progress payments to the Company after achievement of certain milestones. This arrangement includes multiple performance obligations, including installed systems, grid services and software license revenues. Revenue from installed systems will be recognized over time following the output method, as systems are installed after control has transferred to the customer. Grid services revenue will be recognized over time as the services are performed. Software license revenue is not significant to the arrangement. The Company recognized $189,915 in product revenue upon reaching installation completion on this arrangement during both the three and nine months ended September 30, 2023. There was no revenue recognized on this arrangement in any periods prior to the three months ended September 30, 2023. The Company is currently in the project qualification approval, installation completion and final inspection stages of implementation for residential customers in Santa Barbara, San Luis Obispo and Ventura Counties in California.

In certain instances, the Company has recognized revenue under bill-and-hold arrangements with a customer. During the nine months ended September 30, 2022, the Company recognized $1,151,760 of revenue under bill-and-hold arrangements with a customer. The customer requested that the Company keep the products in its custody due to lack of sufficient storage capacity at the customer’s facility. The material was assembled in customer specific enclosures and palletized in the Company’s warehouse. The Company did not have the ability to use the product or direct its use to another customer, as it was clearly demarcated as belonging to the customer, and was ready for immediate release to the shipper, resulting in the recognition of revenue upon delivery to the Company’s warehouse dock. The timing of transfer of title and risk of loss was explicitly stated within the contract terms. This Company has not recognized any revenue under bill-and-hold arrangements during the nine months ended September 30, 2023.

Revenues are recorded net of estimated allowances and discounts based upon historical experience and current trends at the time revenue is recognized. The Company has elected to exclude sales tax from the transaction price.

The Company has elected to adopt the practical expedient which allows goods and services which are immaterial in the context of the contract to become part of other performance obligations in an arrangement.

Deferred revenues

Deferred revenues consist of contract liabilities for advance payments received from customers for its products. Deferred revenues are classified as short-term and long-term deferred revenues based on the period in which revenues are expected to be recognized. Revenues are recorded net of estimated allowances and discounts, which are considered variable consideration in the arrangements. Accordingly, when product revenues are recognized, the transaction price is reduced by the estimated allowances and discounts.

Contract costs

As a practical expedient, the Company expenses as incurred costs to obtain contracts as the amortization period would have been one year or less. These costs include our internal sales force and are recorded within sales and marketing expense in the Company’s condensed consolidated statements of operations.

Net Loss Per Share

The Company accounts for net loss per share in accordance with ASC 260-10, Earnings Per Share, which requires presentation of basic and diluted earnings per share (“EPS”) on the face of the condensed consolidated statement of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS.

The Business Combination was accounted for as a reverse recapitalization as Electriq was determined to be the accounting acquirer under FASB ASC Topic 805, Business Combinations. Accordingly, for accounting purposes,

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the transaction is treated as the equivalent of Electriq issuing stock for the net assets of TLG accompanied by a recapitalization.

The Company's basic earnings per share of Class A common stock is computed based on the average number of outstanding shares of Class A common stock for the period, including Class A common stock that is contingently redeemable and classified in mezzanine equity. Historical weighted shares included as the denominator in the EPS calculations presented for periods prior to the Business Combination were converted at the Exchange Ratio.

The Company calculated basic and diluted net loss per share attributable to common stockholders in conformity with the two-class method required for companies with participating securities. The Company considered its pre-2023 preferred stock, as defined in Note 9, to be a participating security as the holders share equally in dividends with any other class or series of capital stock of the Company, in addition to being entitled to receive cumulative dividends payable only if/when declared by the Board of Directors at a dividend rate payable in preference and priority to the holders of common stock. Similarly, the Company’s cumulative mandatorily redeemable preferred stock is also considered to be a participating security; however, no adjustment to net loss is necessary for cumulative dividends on the cumulative mandatorily redeemable preferred stock liability since cumulative dividends are already reflected in the condensed consolidated statements of operations.

Under the two-class method, basic net loss per share attributable to common stockholders was calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. The net loss attributable to common stockholders was not allocated to the pre-2023 preferred stock or cumulative mandatorily redeemable preferred shares as the holders of such stock did not have a contractual obligation to share in losses, which is consistent with the if-converted method of calculation. Diluted net loss per share attributable to common stockholders was computed by giving effect to all potentially dilutive common stock equivalents outstanding for the period. For purposes of this calculation, pre-2023 convertible preferred stock, stock options, restricted stock awards, cumulative mandatorily redeemable preferred stock and warrants to purchase common stock were considered potentially dilutive securities, but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect was anti-dilutive. In periods in which the Company reports a net loss attributable to all classes of common stockholders, diluted net loss per share attributable to all classes of common stockholders is the same as basic net loss per share attributable to all classes of common stockholders, since dilutive shares of common stock are not assumed to have been issued if their effect is anti-dilutive. The Company reported net losses attributable to common stockholders for the three and nine months ended September 30, 2023 and 2022.

The shares underlying the following outstanding instruments are excluded from the calculation of weighted average diluted shares because their inclusion would have been anti-dilutive for the three and nine months ended September 30:

	2023	2022
Stock options	1,226,368	1,323,748
Legacy Electriq common stock warrants	—	1,871,508
Private placement warrants	3,000,000	—
Public warrants	13,333,333	—
Restricted stock awards	3,616,360	—
Pre-2023 Convertible preferred stock	—	20,064,970
Total	21,176,061	23,260,226

Construction in Process

The Company accounts for assets under development for future revenue generation as part of construction in process. These systems take up to three months to construct in a steady state, from start to finish, up to the receipt of a “permission-to-operate” (“PTO”) a system that is required in order to start billing a customer for services to be provided. These assets will be placed in service to begin depreciation once a completed PTO is received.

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Commitments and Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (the “FASB”) issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. ASU 2020-06 also amends the diluted earnings per share calculation for convertible instruments by requiring the use of the if-converted method. The new standard is effective for non-public entities in fiscal years beginning after December 15, 2023, and interim periods within those years. The Company does not expect the adoption of this new accounting pronouncement to have a material impact on the condensed consolidated financial statements.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

3. Revenue

The Company’s net revenue was comprised of the following:

	Three months ended				Nine months ended
	September 30,				September 30,
	2023		2022		2023		2022
Product net revenue	$	824,527	$	5,988,248	$	1,009,472	$	15,334,583
Service net revenue	9,735		—		9,735		—
Total net revenue	$	834,262	$	5,988,248	$	1,019,207	$	15,334,583

For the three and nine months ended September 30, 2023 and 2022, all sales were to customers in North America.

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As of September 30, 2023 and December 31, 2022, gross accounts receivable from customers was $412,372 and $347,852, respectively, before allowances.

Deferred revenues consist of contract liabilities for advance payments received from customers for the Company’s products. Deferred revenues are classified as short-term and long-term based on the period in which revenues are expected to be recognized. As of September 30, 2023 and December 31, 2022, the Company had recorded $325,993 and $192,012, respectively, in accrued expenses and other current liabilities, with the long-term balance of $340,725 and $436,860 as of September 30, 2023 and December 31, 2022, respectively, in other long-term liabilities, as shown in the condensed consolidated balance sheets. The Company’s activity in deferred revenue was comprised of the following for the nine months ended September 30:

	2023		2022
Balance at beginning of period	$	628,872	$	446,360
Billings	1,057,053		15,517,008
Revenue recognized	(1,019,207)		(15,334,583)
Balance at end of period	$	666,718	$	628,785

Estimated revenue expected to be recognized in future periods related to performance obligations that are unsatisfied at the end of the reporting period are as follows:

Year ending December 31,
Balance of 2023	$	296,788
2024	38,940
2025	38,940
2026	38,940
2027	38,940
Thereafter	214,170
Total deferred revenue	$	666,718

4. Property and Equipment, net

Property and equipment, net, consist of the following as of:

	September 30,		December 31,
	2023		2022
Computer	$	12,321	$	12,321
Office equipment	300,250		281,250
Machinery	686,771		523,050
Leasehold improvements	105,613		105,614
Construction in progress	985,050		737,131
Total property and equipment	2,090,005		1,659,366
Less accumulated depreciation and amortization	(359,335)		(237,073)
Property and equipment, net	$	1,730,670	$	1,422,293

Depreciation and amortization of property and equipment of $42,492 and $31,480 was recorded for the three months ended September 30, 2023 and 2022, respectively, and $123,308 and $119,388 was recorded for the nine months ended September 30, 2023 and 2022, respectively.

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5. Indebtedness

a.Convertible Notes Payable

On November 2, 2021, the Company borrowed $2,000,000 bearing interest at 10% per annum. Interest expense of $33,472 was recorded in 2021 and added to the principal balance of the loan. The loan was repayable in twelve monthly installments of $178,775, representing both interest and principal, beginning in January 2022. As of September 30, 2023 and December 31, 2022, the balance was zero and $177,297, respectively.

In June 2022, the Company borrowed $11,200,000, of which $5,100,000 was borrowed from management or significant equity investors, bearing simple interest at 2%, accrued monthly. The loans were repayable in twelve months. The amount owed was equal to (i) the balance outstanding and all accrued interest, plus (ii) a one-time prepayment fee equal to 6% of the balance outstanding.

On December 23, 2022, the Company entered into an amended and restated securities purchase agreement (the “SPA”) with the SPAC Executive described in Note 1 above, which provided for the SPAC Executive’s obligation to provide funding to the Company up to a maximum amount of $8,500,000, provided that the Company had satisfied the conditions for closing under the SPA or the SPAC Executive had waived those conditions. On March 22, 2023, the Company entered a first amendment to the SPA with the SPAC Executive. Pursuant to the SPA, and the first amendment to the SPA, the Company issued to the SPAC Executive two secured convertible promissory notes (the “SPAC Executive Notes”) in the aggregate amount of $8,500,000. The initial $5,000,000 funding under the SPA was received on December 30, 2022. The remaining $3,500,000 funding was received from the SPAC Executive on March 30, 2023. The SPAC Executive Notes issued bear interest at a simple rate of 14% per annum, payable quarterly in cash. Funding under the securities purchase agreement were subject to certain conditions.

The SPAC Executive Notes were secured, and were payable in full 24 months following the issuance of the notes.

On June 8, 2023, a Notes Conversion Agreement was executed by and among the Company, TLG and the SPAC Executive whereby the parties agreed that simultaneous with the closing of the merger described in Note 1 above, pursuant to the terms and conditions of the Merger Agreement, the SPAC Executive Notes were automatically converted into securities of the new public entity, upon which the SPA and the SPAC Executive Notes were terminated including any rights of conversion set forth therein, and cancelled. The $8,500,000 in principal outstanding on the SPAC Executive Notes immediately prior to the close of the Business Combination automatically converted into 1,062,500 shares of Class A common stock and 425,000 shares of Series A cumulative mandatorily redeemable preferred stock simultaneously at the Closing Date, and all accrued interest due on the SPAC Executive Notes was paid prior to the Closing Date.

On June 8, 2023, additional Notes Conversion Agreements were executed between the Company and various noteholders whereby the noteholders agreed that the outstanding aggregate principal amounts of the notes, included in loans payable, totaling approximately $7.8 million, and all accrued but unpaid interest on the notes of approximately $2.3 million shall automatically convert into securities of the Company, upon the execution of these agreements. Conversions of $10,130,000 of loans payable, including accrued interest (exclusive of the SPAC Executive Notes), resulted in the issuance of 1,266,250 shares of common stock, including additional shares of Electriq common stock issued to noteholders as an incentive to convert, and 506,500 shares of cumulative mandatorily redeemable preferred stock issued as an incentive prior to Closing, as converted at the Exchange Ratio used in connection with the Business Combination. See also Note 8.

The Company determined the total fair value received of $21,130,000 of funds received in June 2023 for the Pre-Closing Financings of $11,000,000 and Notes Conversion Agreements of $10,130,000 for each transaction was equivalent to the cash amount paid by the investors in exchange for the stock. See further discussion in Notes 8 and 10.

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During June 2023, all remaining loans payable balances that were not included in the Notes Conversion Agreements, including a total remaining cumulative principal balance of $3,407,692, plus accrued interest, were repaid to noteholders that elected not to convert their respective notes.

As of September 30, 2023, there was no remaining outstanding debt. All prior outstanding loans payable of $11,200,000 were either converted or repaid during June 2023. The $8,500,000 in convertible SPAC Executive Notes were converted into securities of Electriq at the Closing Date of the Business Combination.

b.SAFE Notes

During the year ended December 31, 2021, the Company executed SAFE arrangements. The SAFE notes are not mandatorily redeemable, nor do they require the Company to repurchase a fixed number of shares. The Company determined the SAFE notes contained a liquidity event provision that embodied an obligation indexed to the fair value of the Company’s equity shares and could require the Company to settle the SAFE obligation by transferring assets or cash. Accordingly, the Company recorded the SAFE notes as a liability under ASC 480 and re-measured fair value at the end of each reporting period, with changes in fair value reported in operations.

The fair value of the SAFE notes was estimated using a probability weighted value method based on the total present value of cash flows, utilizing a 20% discount rate, plus the additional upside from the fixed price conversions for each of the scenarios. The unobservable inputs for the fixed price conversions were based on probabilities that the SAFE notes would convert upon either a (i) financing, (ii) liquidity event due to a sale, or (iii) liquidity event from going public. Decreases in the fair value of SAFE notes resulted in remeasurement gains of $10,322,272 and $26,812,272 for the three and nine months ended September 30, 2023, respectively. At the Closing Date of the Business Combination, all outstanding SAFE notes were converted into 4,090,384 shares of Class A common stock in Electriq at a fair value of approximately $6.06 per share, which was closing price per share at the at the Closing Date of the Business Combination. The decrease in the fair value of SAFE notes at the close of the Business Combination were primarily the result of the decrease in the fair value of equity based on TLG proceeds to existing Electriq stockholders (excluding cumulative mandatorily redeemable preferred stock and common stock financings) of $275 million, as compared to prior valuations which considered $495 million of estimated TLG proceeds. The fixed price conversions under the various scenarios were calculated using the following assumptions:

	September 30, 2023	December 31, 2022
Term	—	0.3 - 2.0 years
Risk-free interest rate	—	4.36% - 4.67%
Volatility	—	75% - 85%

Between May 2021 and October 2021, the Company issued a series of SAFE notes in an aggregate principal amount of $8,906,788 to investors, of which $7,229,245 were issued to management or significant equity investors, which provide the investors with a right to obtain shares of preferred stock upon the occurrence of certain events. The fair value of the SAFE notes on the date of issuance was determined to equal the proceeds received by the Company. As of September 30, 2023 and December 31, 2022, the fair value of the SAFE notes were zero and $22,750,000, respectively. For the three months ended September 30, 2023 and 2022, the Company recorded a gain of $3,504,513 and a loss of $2,406,000, respectively, and for the nine months ended September 30, 2023 and 2022, the Company recorded a gain of $11,584,513 and a loss of $10,537,000, respectively, within other expense (income) in the condensed consolidated statements of operations related to fair value adjustments for these SAFE notes. At the Closing Date, the fair value of these SAFE notes of $11,165,487 was converted into 1,842,490 shares of Class A common stock.

In November 2021, the Company issued a second series of SAFE notes in an aggregate principal amount of $16,300,000 to investors, of which $15,000,000 were issued to significant equity investors. Additionally, warrants to purchase shares of common stock were issued contemporaneous with several of these issued SAFE notes. These warrants provided the SAFE investors with the ability to obtain shares of common stock of the Company equal to the amount of the SAFE investment divided by a defined exercise price. See Note 12. As of September 30, 2023 and December 31, 2022, the fair value of the SAFE notes were zero and $28,850,000, respectively. For the three months

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ended September 30, 2023 and 2022, the Company recorded a gain of $6,817,759 and a loss of $3,176,000, respectively, and for the nine months ended September 30, 2023 and 2022, the Company recorded a gain of $15,227,759 and a loss of $11,324,000, respectively, within other expense (income) in the condensed consolidated statements of operations related to fair value adjustments for these SAFE notes. At the Closing Date of the merger, the fair value of these SAFE notes of $13,622,241 was converted into 2,247,894 shares of Class A common stock.

6. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following as of:

	September 30,		December 31,
	2023		2022
Warranty reserve	$	551,105	$	832,283
Deferred revenue	325,993		192,012
Accrued interest	—		1,961,477
Other accrued expenses and current liabilities	1,417,898		2,210,660
Accrued expenses and other current liabilities	$	2,294,996	$	5,196,432

Estimated costs related to product warranties are accrued at the time products are sold. In estimating its future warranty obligations, the Company considers various factors, including the Company’s historical warranty costs, warranty claim lag, and sales. The following table provides a reconciliation of the activity related to the Company’s warranty reserve for the nine months ended September 30:

	2023		2022
Balance at the beginning of period	$	832,283	$	1,029,862
Provision for warranty expense	19,785		307,732
Warranty costs paid	(300,963)		(481,819)
Balance at end of period	$	551,105	$	855,775

The provision for warranty expense is included within cost of goods sold in the condensed consolidated statements of operations.

7. Commitments and Contingencies

a.Operating Leases

Right of use (“ROU”) assets and lease liabilities are recognized at the commencement of an arrangement where it is determined at inception a lease exists. ROU assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are initially recognized based on the present value of lease payments over the lease term calculated using our incremental borrowing rate, unless the rate implicit in the lease is readily determinable. Lease assets also include any upfront lease payments made and exclude lease incentives. Lease terms include options to extend or terminate leases. For purposes of determining the lease term used in the measurement of operating lease ROU assets and operating lease liabilities, we include the non-cancelable period of the lease together with those periods covered by the option to extend the lease if we are reasonably certain to exercise that option, the periods covered by an option to terminate the lease if we are reasonably certain not to exercise that option, and the periods covered by the option to extend (or to not terminate) the lease in which exercise of the option is controlled by the lessor. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We have elected to separate lease and non-lease components.

The Company leases various warehouse and office spaces under non-cancelable lease agreements. Certain of these leases have renewal options, provide for future rent escalations and also oblige the Company to pay the cost of maintenance, insurance and property taxes. Leases with an initial term of 12 months or less are not recognized in the condensed consolidated balance sheets.

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On January 1, 2022, the Company modified its existing short-term lease for warehouse and office space in California to extend the term and obtain additional warehouse space. The modification was accounted for as part of the adoption of ASC 842 as of that date. This lease has 5 separate 1 year renewal options, of which the first three have been deemed to be reasonably certain of exercise and are considered in the ROU asset and corresponding lease liability. The total minimum lease payments committed over its 4 year non-cancelable lease term is approximately $1.7 million. The discount rate used for this lease was the Company’s incremental borrowing rate of 19.0%, as an implicit rate is not readily determinable in the lease.

On January 19, 2022, the Company entered into a new lease in West Palm Beach, Florida for office space with approximately $1.4 million in total minimum lease payments committed over its 5-year non-cancelable lease term. There is an option to extend the lease for five more years; however, we are not reasonably certain to exercise this option, so the non-cancelable lease term was determined to be 5 years. The lease commencement date was November 7, 2022 upon completion of certain improvements by the landlord. The discount rate used for this lease was the Company’s incremental borrowing rate of 19.0%, as an implicit rate is not readily determinable in the lease.

On September 23, 2022, the Company entered into a new 5-year lease in Oxnard, California for warehouse and storage space with approximately $0.8 million in total minimum lease payments committed over its 5-year non-cancelable lease term. There is an option to extend the lease for two more years; however, we are not reasonably certain to exercise this option, so the non-cancelable lease term was determined to be 5 years. The lease commencement date was on November 1, 2022 upon completion of certain improvements by the landlord. The discount rate used for this lease was the Company’s incremental borrowing rate of 19.0%, as an implicit rate is not readily determinable in the lease.

On May 24, 2023, the Company entered into a new 39-month lease in San Leandro, California for warehouse and storage space with approximately $1.1 million in total minimum lease payments committed over its 39-month non-cancelable lease term. This lease does not contain any lease renewal option. The lease commencement date was on June 27, 2023 when the Company was provided physical access to the property to enable our immediate movement of assets into the leased facility. The discount rate used for this lease was the Company’s incremental borrowing rate of 19.0%, as an implicit rate is not readily determinable in the lease.

As of September 30, 2023, the weighted average remaining lease term for all leases was 3.4 years. Future annual minimum lease payments under operating leases as of September 30, 2023 were as follows:

Balance of 2023	$	276,635
2024	1,246,533
2025	1,285,664
2026	771,571
2027	420,362
Total minimum payments	4,000,765
Less: amounts representing interest	1,025,601
Lease liability	$	2,975,164

The Company has reported $3,346,958 of ROU assets, $718,027 of lease liability in total current liabilities, and $2,257,137 in other long-term liabilities as of September 30, 2023, as compared to $3,241,705, $347,131, and $2,058,734, respectively, as of December 31, 2022. Operating lease cost for the three months ended September 30, 2023 and 2022 was $428,913 and $146,044, respectively, of which $265,212 and $103,646 was included in cost of goods sold and $163,701 and $42,398 was included in general and administrative. Operating lease cost for the nine months ended September 30, 2023 and 2022 was $1,098,759 and $460,056, respectively, of which $564,051 and $308,918 was included in cost of goods sold and $534,708 and $151,138 was included in general and administrative in the condensed consolidated statements of operations.

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b.Legal Claims

From time to time, the Company may be involved in various claims and legal proceedings. The Company reviews the status of each matter and assesses its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss. These accruals are reviewed at least quarterly and adjusted to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular matter.

As disclosed in Note 2, the Company received a notice from White-Label Provider in December 2022 of its intent to terminate its contract with Electriq, claiming that the Company had breached its agreement with it. On May 19, 2023, the Company entered into a settlement with the White-Label Provider. As part of the settlement agreement and mutual release, the Company received all home storage systems and additional component parts of the White-Label Provider’s inventory, as the White-Label Provider has elected to exit the home storage market. These units were returned to the Company on an as-is basis, and shipping costs were split equally between the parties to the arrangement. The Company completed the removal of the units from the White-Label Provider’s leased facility in July 2023. This settlement agreement was accounted for as a gain contingency under ASC 450. Accordingly, the Company recorded a gain on settlement of $5,641,658 within Other (income) expense, net in its condensed consolidated statements of operations for the three months ended September 30, 2023 upon receipt of the inventory units returned from the White-Label Provider, as that is the earliest point in time when the settlement gain is realizable or realized. Inventory returned from the White-Label Provider is valued at its estimated fair value of $6,190,074, which reflects the price that a market participant could achieve in a current sale, as adjusted for costs to repurpose, ship, and store such returned assets, and reduced by a $646,508 reserve for estimated inventory obsolescence associated with the returned inventory. The net gain recorded on settlement included a $98,092 reduction in the Company’s deferred revenues, as there is no future performance obligation to service the inventory units returned. Associated with the settlement with the White-Label Provider, during the three and nine months ended September 30, 2023, the Company wrote-off $2,383,408 and $5,040,689 of specific White-Label Provider related inventory deposits, respectively. There was a charge to other (income) expense, net, of $2,657,281 during the three months ended June 30, 2023, as when the inventory was initially scheduled for return from the White-Label Provider in July 2023, the Company would no longer be able to utilize the deposits which triggered the write-off upon the execution of the settlement agreement. In connection with the final settlement upon receipt of the inventory units in July 2023, an additional $2,383,408 of inventory deposits were identified to be unusable and written off during the three months ended September 30, 2023. Total net gain on settlement with the White-Label Provider, net of inventory deposits written off, amounted to $3,258,250 and $600,969 for the three and nine months ended September 30, 2023, respectively, that was reflected within Other (income) expense, net in the Company’s condensed consolidated statements of operations.

As of September 30, 2023, aside from the settlement with the White-Label Provider, management believes any such matters would not be material to the Company’s financial position or results of operations.

8. Cumulative Mandatorily Redeemable Preferred Stock

In connection with the Business Combination described in Note 1, Electriq amended and restated its charter and bylaws and adopted a certificate of designation with respect to a series of preferred stock. Electriq’s authorized capital stock consists of (i) 500,000,000 shares of common stock, par value $0.0001 per share, and (ii) 30,000,000 shares of preferred stock, par value $0.0001 per share. Upon issuance of this new class of cumulative mandatorily redeemable preferred stock, shares issued are classified as a liability in accordance with ASC 480.

As described in Note 1, at the Closing, pursuant to the terms of the Merger Agreement and after giving effect to the redemptions of TLG Class A common stock by public stockholders of TLG, each share of Electriq cumulative mandatorily redeemable Series B preferred stock issued and outstanding immediately prior to the Closing was cancelled and converted into the right to receive a number of shares of TLG preferred stock equal to one (1) multiplied by the Exchange Ratio. Upon conversion in the Merger, the shares of Electriq cumulative redeemable Series B preferred stock received as an incentive converted into shares of TLG cumulative redeemable Series A preferred stock (hereinafter referred to as “cumulative mandatorily redeemable preferred stock”).

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As disclosed in Note 5, on June 8, 2023, Notes Conversion Agreements were executed between the Company and various noteholders whereby the noteholders have agreed to convert $10,130,000 of loans payable, including accrued interest (exclusive of the SPAC Executive Notes), resulted in the issuance of 506,500 shares of cumulative mandatorily redeemable preferred stock as an incentive prior to closing the Business Combination.

As disclosed in Note 1, with respect to subscription agreements signed in June 2023, including the $18,100,000 of Pre-Closing Financings, a total of $11,000,000 of Pre-Closing Financings was received through June 30, 2023 and an additional $7,100,000 was funded in July 2023. The total of $18,100,000 of Pre-Closing Financings funded prior to the merger Closing Date resulted in the issuance of 905,000 shares of cumulative mandatorily redeemable preferred stock that were issued as an incentive prior to Closing.

As disclosed in Note 1, in June and July 2023, certain investors entered into subscription agreements with TLG to purchase 650,000 shares of TLG common stock for $6,500,000, and received, as an incentive for their investment, 325,000 shares of cumulative mandatorily redeemable preferred stock at the Closing Date.

As disclosed in Notes 1 and 5, Mr. Lawrie signed an agreement on June 8, 2023 to convert his two secured convertible promissory notes in the aggregate amount of $8,500,000 into 1,062,500 shares of TLG common stock and 425,000 shares of cumulative mandatorily redeemable preferred stock.

As disclosed in Note 1, TLG Operating Expenses totaling $9,066,350 were converted into 756,635 shares of TLG common stock, 378,318 of cumulative mandatorily redeemable preferred stock and 1,000,000 warrants with terms identical to the terms of the Sponsor IPO Private Placement Warrants. In addition, at Closing, the Company issued 50,000 shares of cumulative mandatorily redeemable preferred stock to certain stockholders subject to the Non-Redemption Agreement.

As of September 30, 2023, there were a total of 2,589,818 shares of cumulative mandatorily redeemable preferred stock outstanding.

The Company determined the total fair value received for each transaction to be the cash amount paid by the investors, the total amounts of notes converted or TLG operating expenses converted, in exchange for the stock. The Company utilized a third-party valuation specialist to determine the fair value of the cumulative mandatorily redeemable preferred stock. The fair value calculation was based on a variety of assumptions, including the use of a market yield to discount the future payout to present value and applying a discount related to the lack of marketability. The Company allocated the fair value to the cumulative mandatorily redeemable preferred stock based on the percentage or proportion it represented within the total fair value received, with the remaining fair value allocated to the common stock. This was calculated by subtracting the fair value of the preferred stock from the total fair value received.

The shares of cumulative mandatorily redeemable preferred stock issued in connection with the financing transactions referenced in Note 1 have been reflected in the Company’s condensed consolidated balance sheets as liabilities at fair value pursuant to ASC 480. From and after the date of issuance of any cumulative mandatorily redeemable preferred stock, dividends payable solely in the form of shares (or fractions thereof) of cumulative mandatorily redeemable preferred stock shall accrue on each outstanding share (or fractional share) of cumulative mandatorily redeemable preferred stock at the rate per annum of 15% of the cumulative mandatorily redeemable preferred stock original issuance price plus the amount of any previously accrued and unpaid dividends, compounded annually, on each such share (the “Preferred Accruing Dividends”). The Preferred Accruing Dividends shall accrue from day-to-day, whether or not declared, and shall be cumulative. Such Preferred Accruing Dividends shall be payable only when and if declared by the Board of Directors and the Company shall be under no obligation to declare such Preferred Accruing Dividends. If the preferred stockholders do not receive a dividend (i.e., the board of directors does not declare a dividend) in a given period, then the undeclared dividend is accumulated. The issuer is obligated to pay any accumulated undeclared dividends upon liquidation and, in some cases, upon early redemption of the preferred stock. The Preferred Accruing Dividends shall not be paid in cash and shall be paid only in the form of shares (or fractions of shares) of cumulative mandatorily redeemable preferred stock equal to (A) the Preferred Accruing Dividends accrued and unpaid as of the relevant cumulative mandatorily redeemable preferred stock dividend payment date divided by (B) the cumulative mandatorily redeemable preferred stock original issue

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price, which was defined as $10 per share after application of the Exchange Ratio. The Preferred Accruing Dividends shall be calculated and compounded annually and in arrears on each anniversary of the date on which the first share of cumulative mandatorily redeemable preferred stock was issued.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of each share (or fractional share) of cumulative mandatorily redeemable preferred stock then outstanding shall be entitled to be paid out of the assets of the Company available to be paid out to its stockholders. The issued and outstanding cumulative mandatorily redeemable preferred stock shall be subject to mandatory redemption upon the date which is the third anniversary of the cumulative mandatorily redeemable preferred stock original issue date (“Mandatory Redemption Date”). On the Mandatory Redemption Date, each share (or fractional share) of cumulative mandatorily redeemable preferred stock (including shares of cumulative mandatorily redeemable preferred stock issued in payment of or payable in respect of Preferred Accruing Dividends, whether or not declared) shall be redeemed by the Company. At the election of the holder, the redemption amount is payable either in (i) cash equal to the redemption amount, which is the original issue price plus any Preferred Accruing Dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon; or (ii) such number of fully paid and non-assessable shares of common stock as is determined by dividing the cumulative mandatorily redeemable preferred stock redemption price by the fair market value of a share of common stock as of the Mandatory Redemption Date.

The terms of the cumulative mandatorily redeemable Preferred stock require the issuer to pay the original issue price of the preferred stock plus cumulative dividends, whether or not declared, upon redemption in shares of cumulative mandatorily redeemable preferred stock. This is a paid-in-kind dividend feature, and it is not discretionary as there is no other choice other than to get the dividend in shares of cumulative mandatorily redeemable preferred stock. Based on the above, the Company shall accrete the dividends as an increase to the carrying amount of the cumulative mandatorily redeemable preferred stock pursuant to ASC 480, despite the fact that dividends have not been declared. This results in accretion of the dividend similar to the amortization of interest on a zero-coupon bond. The carrying value of the cumulative mandatorily redeemable preferred stock is accreted to its redemption value over the three year period ending on the redemption date. The cumulative mandatorily redeemable preferred stock qualifies as a mandatorily redeemable financial instrument as it embodies an unconditional obligation requiring the issuer to redeem the instrument by transferring its assets at a specified or determinable date (or dates) or upon an event that is certain to occur. Pursuant to the respective preferred stock agreements, the issued and outstanding cumulative mandatorily redeemable preferred stock (including a cumulative dividend, payable in kind, of 15% per share, plus any accrued and unpaid dividends on each such share) shall be subject to mandatory redemption by the issuer on the third anniversary of their original issue date in the form of either cash or an equivalent value in shares of common stock.

The original fair value allocated to cumulative mandatorily redeemable Preferred stock issued prior to September 30, 2023 was $20,146,189 and was net of an initial discount of $5,751,986. For the three and nine months ended September 30, 2023, total interest expense recorded to increase the carrying value of the cumulative mandatorily redeemable preferred stock liability was $1,192,041 and $1,319,145, respectively, comprised of $814,359 and $895,505 of the 15% Preferred Accruing Dividends, respectively, and $377,682 and $423,640 of accretion of discount, respectively. As of September 30, 2023, the carrying value of the cumulative mandatorily redeemable preferred stock liability was $21,465,334, including the cumulative original issuance price of $20,146,189 plus cumulative Accruing Dividends and accretion of discount of $895,505 and $423,640, respectively.

9. Mezzanine Equity

The Business Combination described in Note 1 included the conversion of legacy Electriq pre-2023 preferred stock into 20,064,970 shares of TLG common stock on the Closing Date and such securities were considered fully exercised. Prior to the Business Combination, pre-2023 preferred stock had been classified in mezzanine equity, as pre-2023 preferred stockholders could have forced the pre-2023 preferred shares to be redeemed upon the occurrence of a Deemed Liquidation Event, including change of control or merger, that is not solely within the control of the Company.

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The reverse merger is being accounted for as a reverse recapitalization, and is accounted for as the equivalent of a capital transaction in which Electriq, the accounting acquirer, is issuing stock for the net assets of TLG, and is considered to be the equivalent of the operating company issuing shares for the net monetary assets of the SPAC, followed by a recapitalization. The recapitalization resulted in a retroactive increase in TLG common stock outstanding of 20,064,970 shares upon the retroactive conversion of pre-2023 seed preferred shares outstanding at the Exchange Ratio, including additional shares issued as a result of applying an anti-dilution factor and the conversion of accumulated dividends on pre-2023 seed preferred stock.

After giving effect of the reverse recapitalization upon the execution of the Business Combination, there was no remaining pre-2023 preferred stock classified in the condensed consolidated statements of changes in mezzanine equity.

Forward Purchase Agreement

As described in Note 1, on July 23, 2023, TLG and Electriq entered into a Forward Purchase Agreement with the 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 recycled TLG common stock from third parties at approximately $10.63 per share through a broker in the open market and on July 31, 2023, 251,194 additional shares of Electriq common stock were issued to Seller at approximately $10.00 per share pursuant to the terms of a subscription agreement entered into at Closing in connection with the FPA Funding Amount PIPE Subscription Agreement for $40,072,106 to reverse previously submitted redemption requests pursuant to the terms of the Forward Purchase Agreement. These shares are classified as mezzanine equity in the balance sheet as they are contingently redeemable upon the occurrence of certain events not solely within the control of the Company that allow for the effective redemption of such shares in cash at the option of Meteora (the Seller).

As of September 30, 2023, Seller has submitted Shortfall Sale notices totaling 51,624 shares that it sold through that date. Total shares that remain contingently redeemable have been reduced by the shares sold to date by the Seller, resulting in a reclassification of shares and associated additional paid-in-capital totaling $548,595 from temporary (mezzanine) equity to permanent equity. As of September 30, 2023 and December 31, 2022, as adjusted for the retroactive application of recapitalization and the reclassification to permanent equity for the reduction in shares remaining subject to contingent redemptions, the Company has recorded mezzanine equity at historical cost, which was $39,523,511 and zero, respectively. The fair value of mezzanine equity was calculated based on the closing stock price of ELIQ on the reporting date (Level 1), and as of September 30, 2023 and December 31, 2022, the fair value of mezzanine equity was estimated to be $6,571,949 and zero, respectively.

Pre-2023 Preferred Stock

During the three and nine months ended September 30, 2023, no preferred stock warrants were exercised. During the three and nine months ended September 30, 2022, preferred stock warrants were exercised and 612,693 common shares were retroactively issued, as converted from pre-2023 preferred stock at the Exchange Ratio, in exchange for proceeds of $693,000, as well as a reduction in warrants liability of $9,932,991 for a total of $10,625,991.

a.Dividends

The holders of pre-2023 preferred stock were entitled to dividends, which accumulated on each outstanding share of pre-2023 preferred stock at the rate per annum of 8% of a base amount equal to the sum of (i) the initial conversion price of approximately $1.54 per share of pre-2023 Seed Preferred, approximately $0.30 per share of pre-2023 Seed-1 Preferred, and approximately $0.61 per share of pre-2023 Seed-2 Preferred, as converted at the Exchange Ratio, and (ii) the amount of any previously accumulated and compounded dividends on such share. Dividends on pre-2023 preferred stock were only payable when declared by the Company’s Board of Directors, a dividend on common stock was declared, or conversion of the underlying pre-2023 preferred stock to common stock. During the three months ended September 30, 2023 and 2022, dividends in the amount of $45,803 and $451,895, respectively, were accumulated. During the nine months ended September 30, 2023 and 2022, dividends in the amount of $978,752 and $1,283,334, respectively, were accumulated. At the Closing Date of the Business Combination, the cumulative accumulated dividends of $5,645,415, which are not recognized in the condensed

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consolidated statements of changes in stockholders’ deficit, and condensed consolidated balance sheets, were converted into 529,442 shares of Class A common stock at the Exchange Ratio. See Note 14 for a description of additional shares of Class A common stock issued to account for compounding interest on dividends associated with pre-2023 preferred stock that was converted to shares of Class A common stock.

b.Optional Conversion

Each share of pre-2023 preferred stock was convertible, at the option of the holder, at any time, and without payment of any additional consideration, into fully paid shares of the Company’s common stock. The conversion price was equal to the pre-2023 Seed preferred OIP. However, the pre-2023 Seed Preferred shares included an anti-dilution clause whereby if at any time after the original issue date the Company issued additional Shares of common stock without consideration or for a consideration per share less than the applicable pre-2023 preferred conversion price in effect immediately prior to such issuance or deemed issuance, then the applicable seed preferred Conversion Price shall be reduced, concurrently with such issue, from approximately $1.54 per share of pre-2023 Seed Preferred to approximately $1.20 per share of pre-2023 seed preferred, as converted at the Exchange Ratio. The pre-2023 Seed Preferred shares included an anti-dilution factor of approximately 1.288 per share.

10. Stockholders’ Deficit

Retroactive Conversion of Shares due to Business Combination

Pursuant to the recapitalization, par value, of $0.0001 per share, was adjusted to reflect the historical equity balances of the Company’s legal acquirer, TLG, with the difference in par value from its historical presentation being reflected in additional paid-in capital, and historical accumulated deficit balances presented are those of the accounting acquirer, Legacy Electriq, in the Company’s condensed consolidated balance sheets. The recapitalization resulted in the following retroactive conversions of common shares outstanding due to the Business Combination as of:

Shares of common stock outstanding	December 31, 2022	December 31, 2021
As previously reported	242,302,003	217,588,804
Retroactive application of recapitalization:
Reversal of shares, as previously reported	(242,302,003)	(217,588,804)
Recapitalization of common shares outstanding at Exchange Ratio	1,837,507	1,650,094
Conversion of pre-2023 preferred stock outstanding at Exchange Ratio	16,537,692	15,924,999
Additional common shares issued on pre-2023 preferred stock after applying an anti-dilution factor	2,997,836	2,821,323
As converted	21,373,035	20,396,416

a.Common Stock

In connection with the Business Combination described in Note 1, Electriq amended and restated its charter and bylaws and adopted a certificate of designation with respect to a series of preferred stock. Electriq’s authorized capital stock includes 500,000,000 shares of common stock, par value $0.0001 per share.

As disclosed in Notes 1 and 5, on June 8, 2023, Notes Conversion Agreements were executed between the Company and various noteholders whereby the noteholders have agreed to convert $10,130,000 of loans payable, including accrued interest (exclusive of the SPAC Executive Notes), which resulted in the issuance of 1,266,250 shares of Electriq common stock, as converted at the Exchange Ratio, including 253,250 shares of common stock issued as an incentive prior to Closing. Further, on June 8, 2023, a Notes Conversion Agreement was executed by and among the Company, TLG and the SPAC Executive whereby the parties agreed that simultaneous with the closing of the Business Combination, the SPAC Executive Notes were automatically converted into securities of the new public entity, upon which the SPA and the SPAC Executive Notes were terminated including any rights of

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conversion set forth therein, and cancelled. The $8,500,000 in principal outstanding on the SPAC Executive Notes immediately prior to the close of the Merger Agreement automatically converted into 1,062,500 shares of Class A common stock, including 212,500 shares of common stock issued as an incentive at the Closing Date, and all accrued interest on the SPAC Executive Notes were paid prior to the Closing Date.

As disclosed in Note 1, with respect to subscription agreements signed in June 2023, including the $18,100,000 of Pre-Closing Financings, a total of $11,000,000 of Pre-Closing Financings was received through June 30, 2023 and the remaining $7,100,000 of Pre-Closing Financings was received in July 2023. This resulted in the issuance of an additional 2,262,500 shares of Electriq common stock, as converted at the Exchange Ratio, including 452,500 shares of common stock issued as an incentive prior to Closing. Further, in June and July 2023, certain investors entered into subscription agreements with TLG to purchase 650,000 shares of TLG common stock for $6,500,000 of Closing Financings, which was received on the Closing Date.

As disclosed in Note 1, the Sponsor Amendment provided that Sponsor would convert all Working Capital Loans into shares of TLG common stock, TLG preferred stock and warrants at Closing. At Closing, TLG Operating Expenses totaling $9,066,350, including $7,202,350 in Working Capital Loans, were converted into 756,635 shares of TLG common stock, 378,318 of TLG preferred stock and 1,000,000 warrants with terms identical to the terms of the Sponsor IPO Private Placement Warrants.

As disclosed in Note 8, the Company determined the total fair value received for each transaction to be the cash amount paid by the investors, the total amounts of notes converted or TLG operating expenses converted, in exchange for the stock. The Company utilized a third-party valuation specialist to determine the fair value of the common stock and the cumulative mandatorily redeemable preferred stock issued based on the relative fair values in order to allocate the fair value of the consideration received to the shares issued. The fair value calculation was based on a variety of assumptions, including the use of a market yield to discount the future payout to present value and applying a discount related to the lack of marketability, which resulted in a fair value of common stock and cumulative mandatorily redeemable preferred stock per share. The Company allocated the fair value to the cumulative mandatorily redeemable preferred stock based on the percentage or proportion it represented within the total fair value received, with the remaining fair value allocated to the common stock. This was calculated by subtracting the fair value of the preferred stock from the total fair value received to determine the fair value of common stock. The Company has concluded that the common stock issued should be classified as a component of Stockholders’ deficit in the condensed consolidated balance sheets. Subsequent changes in fair value of common stock issued are not recognized as long as the contract continues to be classified as a component of Stockholders’ deficit.

As described in Notes 1 and 9, the reverse merger is being accounted for as a reverse recapitalization, and is accounted for as the equivalent of a capital transaction in which Electriq, the accounting acquirer, is issuing stock for the net assets of TLG, and is considered to be the equivalent of the operating company issuing shares for the net monetary assets of the SPAC, followed by a recapitalization. The recapitalization resulted in a retroactive increase in TLG common stock outstanding of 20,064,970 shares of TLG common stock upon the retroactive conversion of pre-2023 seed preferred shares outstanding at the Exchange Ratio, including additional shares issued as a result of applying an anti-dilution factor and the conversion of accumulated dividends on pre-2023 seed preferred.

As described in Notes 1 and 5, at the merger Closing Date, all outstanding SAFE notes were converted into 4,090,384 shares of Class A common stock in the newly merged public entity at a fair value of approximately $6.06 per share at the Closing Date. As described in Note 11, outstanding Electriq warrants immediately prior to the merger Closing Date with a fair value of $2,185,254 were exchanged into 360,603 shares of Class A common stock. The warrants were exchanged on a cashless basis. The difference between the fair value of the warrants at the transaction date, which equaled the conversion price, and the historical carrying value of the warrants has been reflected in accumulated deficit.

Finally, as disclosed in Note 1, pursuant to an amendment to the Sponsor Agreement signed on June 8, 2023, at Closing, the Sponsor relinquished and cancelled, for no consideration, an additional 3,270,652 shares of its TLG Class F common stock. Immediately prior to the Closing Date of the merger, TLG had 5,000,000 shares of its TLG Class F common stock issued and outstanding. Upon completion of the Business Combination, 1,729,348 former

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shares of Class F Common Stock were recapitalized as Class A common stock in New Electriq. Further, the non-redemption of 211,797 shares of TLG common stock also resulted in an increase in shares of New Electriq common stock immediately after the Closing Date. Immediately prior to the Closing Date, there were 7,948,405 of Class A TLG common stock subject to possible redemption As described in Note 1, Stockholders holding 7,736,608 of TLG’s public shares exercised their right to redeem such shares for a pro rata portion of the funds in TLG’s trust account at the Closing Date.

Immediately after giving effect to the Business Combination, there were 38,120,937 issued and outstanding shares of common stock and there is only one class, Class A, of common stock outstanding in ELIQ as of the Closing Date.

Common stock, issued and outstanding was 38,020,283 and 21,902,477 shares as of September 30, 2023 and December 31, 2022, respectively, excluding 3,734,062 and zero shares that are contingently redeemable and classified in mezzanine equity.

b.Restricted Stock Awards

A restricted stock award is a grant of company stock in which the recipient's rights in the stock are restricted until the shares vest. As per the Company’s 2023 Equity Incentive Plan, unless otherwise set forth in an individual award agreement, each award shall vest over a three year period with one-third of the award vesting on each annual anniversary of the date of grant. The fair market value of a restricted stock award is the market value as determined by the closing price of the stock on the date of grant.

In connection with the Business Combination, the Company adopted the Electriq Power Holdings, Inc. 2023 Equity Incentive Plan in order to facilitate the grant of equity awards to attract, retain and incentivize employees (including the named executive officers), independent contractors and directors of Electriq and its affiliates, which is essential to Electriq’s long-term success. Persons eligible to participate in the 2023 Equity Incentive Plan will be officers, employees, non-employee directors and consultants of Electriq and its subsidiaries as selected from time to time by the plan administrator in its discretion. The Equity Incentive Plan will continue in effect for a term of ten years.

Subject to the adjustment provisions contained in the 2023 Equity Incentive Plan, the number of shares of Class A common stock subject to awards that may initially be granted under the 2023 Equity Incentive Plan will be equal to ten percent (10%) of the aggregate number of shares of Class A common stock issued and outstanding on a fully diluted basis immediately after the Closing (after giving effect to the Redemption Rights). Shares issuable under the 2023 Equity Incentive Plan may be authorized, but unissued, or reacquired shares of Class A common stock.

Shares underlying any awards under the 2023 Equity Incentive Plan that are forfeited, cancelled, held back upon exercise of an option or settlement of an award to cover the exercise price or tax withholding, satisfied without the issuance of stock or otherwise terminated (other than by exercise) will again be available for issuance under the Equity Incentive Plan.

The initial 2023 equity incentive plan pool reflected a reserve of 6,460,874 of issuable shares of Class A common stock as of the Closing Date. On August 22, 2023, the Company granted 3,616,360 restricted stock awards with a cumulative grant date fair value of $5,677,685, or $1.57 per share, to directors, officers and key employees. Stock compensation expense will be recognized over the three year service period and we recognize forfeitures as they occur. For both the three and nine months ended September 30, 2023, the Company recognized $207,404 of stock compensation expense on restricted stock awards, and is included in general and administrative in the condensed consolidated statements of operations. As of September 30, 2023, an aggregate of 3,616,360 restricted stock awards have been granted under the 2023 equity incentive plan, and an aggregate total of 2,844,514 shares are still available to be granted under the plan.

c.Stock Options

As disclosed in Note 1, each outstanding vested and unvested Electriq stock option was assumed by TLG, cancelled and converted into an option to purchase a number of shares of Class A common stock equal to (a) the

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product of the number of shares of Electriq common stock underlying such Electriq stock option immediately prior to the Closing multiplied by the Exchange Ratio at an exercise price per share equal to the quotient obtained by dividing (A) the exercise price per share of Electriq common stock underlying such Electriq stock option immediately prior to the Closing by (B) the Exchange Ratio. Share values outlined below were retroactively converted at the Exchange Ratio.

On September 27, 2015, the Company’s Board of Directors authorized and approved the adoption of the 2015 Equity Incentive Plan effective January 29, 2016. Subsequently, the plan was amended, the most recent of which was on March 12, 2020, allowing an aggregate of 2,737,030 shares to be issued. The plan shall terminate ten years after the plan’s adoption by the Board of Directors. As noted above, each outstanding vested and unvested Electriq stock option was assumed by TLG, cancelled and converted into an option to purchase a number of shares of TLG Class A common stock. As of September 30, 2023, an aggregate of 3,146,295 stock options were granted to date, 435,409 shares have been forfeited or expired to date and are included in the shares available to be granted and an aggregate total of 44,947 shares are still available to be granted under the plan.

During the nine months ended September 30, 2023 and 2022, the Board of Directors approved the grant of 41,709 and 548,343 stock options, respectively, to the Company’s employees, executives and consultants valued at $317,270 and $5,822,549, respectively, or an average of $7.61 and $10.62 per share, respectively. The term of the options is approximately ten years, and the vesting period is four years.

In applying the Black-Scholes option pricing model, the Company used the following assumptions during the first nine months of:

	2023	2022
Risk-free interest rate	3.53%—4.27%	1.43%—3.88%
Expected term (years)	6.25	5.21 - 6.25
Expected volatility	71.52% - 71.65%	71.65% - 73.53%
Expected dividends	—	—

The following table summarizes the stock option activity for the nine months ended September 30, 2023:

	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)
Outstanding at December 31, 2022	1,151,710	$	0.84	8.8
Grants	41,709	$	9.23	10.0
Exercised	(64,860)	$	0.86	8.8
Forfeited	(41,828)	$	1.19	8.5
Outstanding at September 30, 2023	1,086,731	$	1.15	8.1

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The following table presents information relating to stock options as of September 30, 2023:

Options Outstanding			Options Exercisable
Exercise Price	Number of Options	Weighted Average Remaining Life (years)	Exercisable Number of Options	Weighted Average Remaining Life (years)
$0.0132	7,394	3.0	7,394	3.0
$0.527	120,370	6.6	101,640	6.5
$0.791	498,972	7.7	441,464	7.7
$0.9362	416,390	9.0	336,634	9.0
$9.23	43,605	9.6	—	—
Totals	1,086,731	7.8	887,132	8.0

As of September 30, 2023, 139,637 stock options had been exercised, but had not yet vested. If the option holder leaves, the Company has the right to purchase back all unvested exercised options at the initial exercise price, which as of September 30, 2023 would be $111,063. As of September 30, 2023 and December 31, 2022, there were 344,285 and 801,102 unvested shares, respectively, with a weighted average grant date fair value of $7.26 and $8.65 per share, respectively.

The stock-based compensation expense related to option grants was $285,713 and $287,430 during the three months ended September 30, 2023 and 2022, respectively, and $3,081,964 and $765,257 during the nine months ended September 30, 2023 and 2022, respectively, and is included in general and administrative in the condensed consolidated statements of operations. As of September 30, 2023, the remaining stock-based compensation expense related to unvested option grants was $1,963,762, which is expected to be recognized over a weighted average remaining period of 2.8 years.

As of September 30, 2023 and December 31, 2022, the aggregate intrinsic value of stock options outstanding and stock options exercisable was $661,940 and $14,319,711, respectively, and $843,193 and $6,662,522, respectively. For the nine months ended September 30, 2023, the total intrinsic value of the stock options exercised was $537,764.

Effective until the merger Closing Date, the Company and its Chief Executive Officer (“CEO”) had an agreement whereby the CEO was protected from dilution arising from the issuance of stock or convertible loans. The CEO’s ownership percentage was to remain at 6%. As of the Closing Date, all required shares had been issued to the CEO in accordance with this agreement.

11. Warrants

The Company uses the guidance in ASC 480 to determine its accounting for warrants. Outstanding legacy Electriq common stock warrants immediately prior to the merger Closing Date with a fair value of $2,185,254 were exchanged into 360,603 shares of Class A common stock. The warrants were exchanged on a cashless basis. The difference between the fair value of the warrants at the transaction date, which equaled the conversion price, and the historical carrying value of the warrants has been reflected in accumulated deficit. The valuation of the legacy Electriq warrant liabilities, both preferred stock warrants and common stock warrants, was made using the option-pricing method and the following assumptions as of September 30:

	2023	2022
Term	—	0.6 - 2.0 years
Risk-free interest rate	—	2.5% - 4.2%
Volatility	—	90% - 100%

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a.Common Stock

Legacy common stock warrants allowed the holder to purchase common stock. The common stock warrants were classified as liabilities under ASC 480 as they had the right to purchase shares of common stock of the Company for a variable number of shares.

In connection with the issuance of certain SAFE notes in 2021, the Company contemporaneously issued warrants to purchase shares of common stock. These warrants were exercisable any time after issuance and had a life of 2 years from the date of issuance. These warrants provided the respective SAFE investors with the ability to obtain a variable number of shares of common stock of the Company equal to the amount of the SAFE investment divided by a defined exercise price. The Company recorded the warrants as a liability under ASC 480 and re-measured the fair value at the end of each reporting period, with changes in fair value reported in operations. As of September 30, 2023 and December 31, 2022, the fair value of the common stock warrants was zero and $14,114,411, respectively. Decrease in the fair value of warrants to purchase shares of common stock as of the Closing Date, immediately prior to the conversion of the warrants into shares of Class A common stock, was primarily the result of the fair value of equity in an IPO scenario based on revised estimated SPAC proceeds of $275 million and discounted to present value, as compared to prior valuations which considered $495 million of estimated SPAC proceeds, as well as reduced remaining time value until the warrants expire. For the three months ended September 30, 2023 and 2022, the Company recorded gains of $2,632,932 and $411,814, respectively, and for the nine months ended September 30, 2023 and 2022, the Company recorded a gain of $11,929,157 and a loss of $6,751,769, respectively, within other expense (income) in the condensed consolidated statements of operations related to fair value adjustments for legacy common stock warrants.

b.Pre-2023 Preferred Stock

Legacy pre-2023 preferred stock warrants allowed the holder to purchase pre-2023 Seed Preferred stock. The pre-2023 preferred stock warrants were classified as liabilities under ASC 480 as the underlying shares into which the warrant was exercisable were contingently redeemable.

During June 2019, the Company issued warrants to purchase shares of its pre-2023 Seed Preferred stock to existing investors for assistance in fundraising. The warrants were exercisable any time after issuance and had a life of 3 years from the date of issuance. As of September 30, 2023 and December 31, 2022, there were no remaining warrants outstanding to purchase shares of pre-2023 Seed Preferred stock. During the three and nine months ended September 30, 2023, there were no preferred stock warrants exercised. During the three and nine months ended September 30, 2022, preferred stock warrants were exercised and 612,693 common shares were retroactively issued, as converted from pre-2023 preferred stock at the Exchange Ratio, in exchange for proceeds of $693,000, as well as a reduction in warrants liability of $9,932,991 for a total of $10,625,991.

For the three months ended September 30, 2023 and 2022, the Company recorded zero gains or losses, and for the nine months ended September 30, 2023 and 2022, the Company recorded losses of zero and $3,515,845, respectively, within unrealized fair value adjustments in the condensed consolidated statements of operations related to fair value adjustments for legacy pre-2023 preferred stock warrants and expired warrants.

c.Public Warrants

As of September 30, 2023 and December 31, 2022, the Company had 13,333,333 and zero Public Warrants outstanding, respectively. As a result of the Business Combination, Public Warrants were recorded at a fair value of $1,600,000 in equity at the Closing Date. After completion of the Business Combination, Electriq has only a single class of participating securities. Therefore, in the event of a tender offer of more than 50% of outstanding equity, a change of control would occur and settlement of warrants in cash or other assets would not preclude equity classification under ASC 815-40-25. Further the Company notes that there are no settlement features that otherwise preclude the Public Warrants from being considered fixed-for-fixed under ASC 815-40-15 and being considered equity classified under ASC 815-40-25 post-merger. Therefore, we have presented these Public Warrants as equity classified instruments.

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Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The warrants have an exercise price of $6.57 per share, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

Redemption of warrants for cash:

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):

•in whole and not in part;

•at a price of $0.01 per warrant;

•upon a minimum of 30 days’ prior written notice of redemption; and

•if, and only if, the last reported sale price of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. Any such exercise would not be on a “cashless” basis and would require the exercising holder to pay the exercise price for each warrant being exercised.

If the Company calls the warrants for redemption as described above, the management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.”

Redemption of warrants for Class A common stock:

Commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding warrants:

•in whole and not in part;

•at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock;

•if, and only if, the last reported sale price of Class A common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company send the notice of redemption to the warrant holders;

•if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding Public Warrants, as described above; and

•if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given.

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The “fair market value” of Class A common stock for the above purpose shall mean the average last reported sale price of Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

d.Private Placement Warrants

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor, RBC or their permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor, RBC or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

The Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed consolidated statements of operations.

As described in Note 1, at Closing, all TLG Operating Expenses totaling $9,066,350, including $7,202,350 of Working Capital Loans, were converted into 756,635 shares of TLG common stock, 378,318 of TLG preferred stock and 1,000,000 private placement warrants with terms identical to the terms of the Sponsor IPO Private Placement Warrants.

As noted in Note 1, pursuant to an amendment to the Sponsor Agreement signed on June 8, 2023, at the Closing, the Sponsor relinquished and cancelled, for no consideration, all of the 4,666,667 private placement warrants that it received in connection with TLG’s initial public offering. As of the Closing Date, there were 2,000,000 private placement warrants outstanding, in addition to the 1,000,000 private placement warrants granted at the Closing Date.

As of September 30, 2023 and December 31, 2022, the Company had 3,000,000 and zero Private Warrants outstanding, respectively.

For both the three and nine months ended September 30, 2023, the Company recorded gains of $7,120,397 in unrealized fair value adjustments in the condensed consolidated statements of operations related to fair value adjustments for Private Placement Warrants. As of September 30, 2023 and December 31, 2022, the Company has recorded a derivative warrants liability for Private Placement Warrants of $3,039,603 and zero, respectively, which is classified as a non-current liability in the Company’s condensed consolidated balance sheet, as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. The valuation of the derivative warrants liability for Private Placement Warrants was made using the option-pricing method and the following assumptions as of September 30:

	2023
Term	4.83 years
Risk-free interest rate	4.56%
Volatility	102%
Dividend yield	—
Exercise price	$6.57
ELIQ stock price at measurement date	$1.76

12. Fair Value

As of September 30, 2023 and December 31, 2022, the Company had financial instruments which were measured at fair value on a recurring basis using significant unobservable inputs (Level 3). Significant changes in

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the inputs could result in a significant change in the fair value measurements. See each respective footnote for information on the assumptions used in calculating the fair value of financial instruments. See Notes 5 and 11 for disclosures related to the decline in fair value of SAFE notes and common stock warrant liabilities, respectively, that resulted in unrealized fair value adjustment gains recognized in other expense (income) in the condensed consolidated statements of operations for the nine months ended September 30, 2023.

The initial fair value of the forward purchase contract asset at the Closing Date was $18,475,421, net, which includes a forward purchase contract asset related to the payment of the $37,261,790 (including $189,684 in transaction costs) to Meteora at the Closing Date, offset by the change in the fair value of the forward purchase contract asset of $18,596,685 which has been recorded as a charge to unrealized fair value adjustments in the Company’s condensed consolidated statements of operations. The estimated fair value of the forward purchase contract derivative was calculated using a Black-Scholes option pricing model and used significant assumptions including the risk free rate and volatility. As of September 30, 2023, the change in fair value of the forward purchase derivative contract from the Closing Date reflected a further decrease in the fair value of the forward purchase contract asset, and a corresponding remeasurement loss of $16,495,261 was recognized, resulting in a cumulative loss of $34,970,682 reflected in unrealized fair value adjustments in our condensed consolidated statements of operations for both the three and nine months ended September 30, 2023. The forward purchase contract asset was reported at its fair value of $2,101,424, net, as of September 30, 2023, and its decline in fair value is primarily driven by a decrease in the common stock price per share of ELIQ, and to a lesser extent to a decrease in remaining time value on the contract. The forward purchase contract asset of $2,101,424, net, as of September 30, 2023 reflects a prepayment to Meteora at the Closing Date of the Business Combination of $37,072,106, less the fair value of the forward purchase contract derivative of $34,970,682.

The valuation of the forward purchase derivative contract was made using the option-pricing method and the following assumptions as of September 30, 2023:

Term	0.33 years
Risk-free interest rate	5.47%
Volatility	89%
Stock price at measurement date	$1.76
Dividend yield	—

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The following table sets forth the Company’s financial instruments that were measured at fair value using Level 3 inputs on a recurring basis for the nine months ended September 30, 2023:

	Legacy Common Stock Warrant Liabilities		Derivative Warrants Liability		SAFE Notes		Forward Purchase Contract Asset		Total
Balance at December 31, 2022	$	(14,114,411)	$	—	$	(51,600,000)	$	—	$	(65,714,411)
Issuance of Private Placement Warrants in Business Combination	—		(1,500,000)		—		—		(1,500,000)
Amount prepaid on forward purchase contract asset							37,072,106		37,072,106
Changes in fair value included in operations	11,929,157		7,120,397		26,812,272		(34,970,682)		10,891,144
Opening balance sheet fair value adjustment for assumed derivative warrants liability in Business Combination	—		(8,660,000)		—		—		(8,660,000)
Conversions into Class A common stock at Close	2,185,254				24,787,728				26,972,982
Balance at September 30, 2023	$	—	$	(3,039,603)	$	—	$	2,101,424	$	(938,179)

The following table sets forth the Company’s financial instruments that were measured at fair value using Level 3 inputs on a recurring basis for the nine months ended September 30, 2022:

	Preferred Stock Warrant Liabilities		Legacy Common Stock Warrant Liabilities		SAFE Notes		Total
Balance at December 31, 2021	$	(6,417,146)	$	(6,502,538)	$	(30,998,000)	$	(43,917,684)
Changes in fair value included in operations	(3,515,845)		(6,751,769)		(21,861,000)		(32,128,614)
Warrants exercised	9,932,991		—		—		9,932,991
Balance at September 30, 2022	$	—	$	(13,254,307)	$	(52,859,000)	$	(66,113,307)

There were no transfers into or out of Level 3 financial instruments during the nine months ended September 30, 2023 and 2022.

13. Income Taxes

The Company did not incur income tax expense for the three or nine months ended September 30, 2023 and 2022.

Deferred income tax balances reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their tax bases used for income tax purposes and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. Deferred tax assets are evaluated for future realization and reduced by a valuation allowance to the extent the Company believes they will not be realized.

The Company has evaluated the realizability of its deferred tax assets and based on an evaluation of all available evidence, both objective and subjective, it has concluded that presently it is more likely than not that the deferred tax assets will not be utilized in the foreseeable future. Therefore, a full valuation allowance was established against the deferred tax assets as of September 30, 2023 and December 31, 2022.

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14. Subsequent Events

On October 30, 2023, the Company announced that its Chief Operating Officer and General Counsel, James Van Hoof, Jr., resigned from the Company, effective November 10, 2023, to pursue other opportunities. Mr. Van Hoof’s operational responsibilities were assumed by Maria Ravn Huusom, the Company’s SVP of Operations, who joined the Company in August 2021. In addition, the Company has initiated a search for a candidate to assume certain of Mr. Van Hoof’s responsibilities as General Counsel.

On November 6, 2023, the Company’s Executive Compensation Committee approved the issuance of 545,000 restricted stock awards for Company employees that are expected to be granted shortly after November 15, 2023. The Company’s Executive Compensation Committee also approved the modification of Legacy Electriq stock options assumed in the Business Combination, allowing employees to exchange their outstanding Legacy stock options for replacement stock options under the 2023 Equity Incentive Plan.. The stock option will be only exercisable, in whole or in part, before they expire and then only with respect to the vested portion of the stock option. If the replacement stock options are accepted by an employee, the vesting terms of the Legacy Electriq stock options shall be modified such that fifty percent (50%) of the shares of Electriq Common Stock shall vest on December 31, 2023, and fifty percent (50%) of the shares subject to the stock options shall vest on December 31, 2024, provided that optionee remains in service with the Company through each such vesting date.

On November 12, 2023, the Company executed a binding term sheet with Meteora (the “Binding Term Sheet”) whereby, upon execution of the definitive agreements, which is expected to occur prior to November 30, 2023, the Forward Purchase Agreement would be terminated and Meteora would retain the 3,785,686 common shares purchased free and clear of all obligations under the Forward Purchase Agreement. In exchange for the Prepayment Shortfall (as defined in the Forward Purchase Agreement) being deemed repaid in full to Meteora and no future Shortfall Sales (as defined in the Forward Purchase Agreement) being made, Meteora will receive consideration of 3,500,000 warrants exercisable for $0.001 at Meteora's sole discretion. Meteora is restricted to exercising the number of warrants equal to a fixed value of $3,500,000. If any warrants remain unexercised after the fixed value of $3,500,000 is reached, the balance of warrants shall be terminated. If the definitive documents are not entered into on or before November 30, 2023, which time may be extended by Meteora, the Binding Term Sheet will terminate.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “Electriq,” “we”, “us,” “our,” and the “Company” are intended to refer to (i) following the Closing, the business and operations of Electriq Power Holdings, Inc. and its consolidated subsidiaries, and (ii) prior to the Business Combination, Legacy Electriq (the predecessor entity in existence prior to the consummation of the Business Combination) and its consolidated subsidiaries.

The following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements as of and for the years ended December 31, 2022 and 2021 and unaudited condensed consolidated financial statements and notes thereto included in this quarterly report on Form 10-Q (“Quarterly Report”), together with the related notes thereto. Certain information included in this discussion contains forward-looking statements that involve numerous risks and uncertainties. Our actual results may differ materially from those projected or implied by the forward-looking statements. Forward-looking statements are based on current expectations and assumptions and currently available data and are neither predictions nor guarantees of future events or performance. You should not place undue reliance on forward-looking statements, which speak only as of the date hereof. See “Risk Factors” and “Forward-Looking Statements” for a discussion of factors that could cause our actual results to differ from those expressed or implied by forward-looking statements.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements. All statements other than statements of historical fact contained herein, including statements regarding our business plans or strategies, projected or anticipated benefits or other consequences of our plans or strategies, projected or anticipated benefits from acquisitions to be made by us, or projections involving anticipated revenues, earnings, or other aspects of our operating results, are forward-looking statements. Words such as “anticipates,” “assumes,” “believes,” “can,” “could,” “estimates,” “expects,” “forecasts,” “guides,” “intends,” “is confident that,” “may,” “plans,” “seeks,” “projects,” “targets,” and “would,” and their opposites and similar expressions, as well as statements in future tense, are intended to identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and may not be accurate indications of when such performance or results will actually be achieved. Forward-looking statements are based on information we have when those statements are made or our management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:

•the risk that we are a relatively new company with a history of losses and we cannot be certain that will achieve or sustain profitability;

•our ability to adapt quickly and effectively in the highly competitive and rapidly changing energy storage industry;

•our ability to recruit and retain key management, technical and sales personnel;

•increase in our costs and the cost of our products resulting from a global trade war;

•our ability to develop partnerships with municipalities, community choice aggregators and sustainable solutions developers;

•our ability to gain new customers and purchase commitments from customers;

•reliance on a small number of third-party suppliers;

•our ability to generate significant revenue from our Sustainable Community Networks in 2023 and 2024;

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•increases in costs, disruption of supply or shortage of materials, in particular for inverters and lithium iron phosphate cells

•our ability to continue to work closely with leading solar module manufacturers;

•continued and prolonged declines in energy storage costs; and

•delays or other complications in the design, manufacture, launch and production ramp of our energy storage products.

Should one or more of these risks, factors or uncertainties materialize or should any of the assumptions made by the management of the Company prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

Overview

Electriq’s mission is to design, assemble and deploy residential energy storage solutions to shape our world’s environmental and economic future that are prudent (acting with or showing care and thought for the future), panoramic (integrated energy storage solutions across geographies) and serve all demographics with parity (enable access to clean energy for all). Electriq’s energy storage system (“PowerPod”), with its proprietary software and modular design, offers stakeholder benefits through the entire value chain: Homeowners receive energy resiliency that works with solar power systems, the electrical grid and home energy management systems and allows them to transition between modes of operation though a proprietary app; installers are able to enjoy an overall efficient installation through Electriq’s modular design and proprietary installation and commissioning app; and asset owners who own multiple systems are offered an array of metrics that allow them to monitor the systems in their fleet. Electriq’s turnkey solution also gives homeowners the ability to participate in automated demand response as well as other grid services (collectively “Grid Services”), which can offset implementation costs and improve grid reliability. Further, Electriq’s solution is certified to meet the Open Automated Demand Response (“OpenADR”) industry standard, providing enhanced interoperability for a variety of available demand response programs. Areas with dense geographic deployments of energy storage systems are also able to boost the transmission and distribution benefits of these systems through Virtual Power Plants.

We sell our integrated energy storage systems through a network of channel partners, including solar & electrical distributors and installation companies, utility companies, municipalities, community choice aggregators and homebuilders. We have also historically sold our products through partnerships with large strategic corporations where it has rebranded our products (“white-label”) and, while we currently have no such partnerships, we continue to seek such partnerships.

On July 31, 2023, we consummated the Business Combination by and among the Company, Merger Sub and Legacy Electriq. Please see Note 1 to our condensed consolidated financial statements included elsewhere in this Quarterly Report for more information on the Business Combination.

On November 12, 2023, the Company executed the Binding Term Sheet with Meteora whereby, upon execution of the definitive agreements, which is expected to occur prior to November 30, 2023, the Forward Purchase Agreement would be terminated and Meteora would retain the 3,785,686 common shares it purchased free and clear of all obligations under the Forward Purchase Agreement. In exchange for the Prepayment Shortfall (as defined in the Forward Purchase Agreement) being deemed repaid in full to Meteora and no future Shortfall Sales Shortfall (as defined in the Forward Purchase Agreement) being made, Meteora will receive consideration of 3,500,000 warrants exercisable for $0.001 at Meteora's sole discretion. Meteora is restricted to exercising the number of warrants equal to a fixed value of $3,500,000. If any warrants remain unexercised after the fixed value of $3,500,000 is reached, the balance of warrants shall be terminated. If the definitive documents are not entered into on or before November 30, 2023, which time may be extended by Meteora, the Binding Term Sheet will terminate.

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Key Factors and Trends Affecting Our Business

We believe that our performance and future success depend on several factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in the section titled “Risk Factors.”

Increasing Deployment of Renewables

Deployment of renewable energy resources has accelerated over the last decade, and today, wind and solar have become lower-cost fuel sources. We expect the cost of generating renewable energy to continue to decline and deployments of energy storage solutions to increase. As renewable energy sources of energy production represent a larger proportion of energy generation, grid instability rises due to their intermittency, which can be addressed by energy storage solutions.

Concentration Risk

We expect to derive a large portion of our revenue from energy storage solutions sales associated with sustainable community networks and microgrid programs. If we are unable to enter such contracts on a timely basis and, in the case of sustainable community networks programs, we are unable to obtain project financing, acquire customers, achieve milestones on financing arrangements and install solutions on a timely basis, our growth, revenue and results of operations may not meet our expectation.

Supply Chain

Because many of our key suppliers are located in China, we are exposed to particular risks relating to the possibility of product supply disruption and increased costs in the event of changes in the policies, laws, rules and regulations of the United States or Chinese governments, as well as political unrest or unstable economic conditions in China. The components of our energy storage systems that we purchase from China have been, and may in the future be, subject to these tariffs, which could increase our supply costs and could make our products, if successfully developed and approved, less competitive than those of our competitors whose inputs are not subject to these tariffs. We have secured or are evaluating second sources for our main components both inside and outside of China as a way to diversify our supply chain, ensure production capabilities and lower costs and mitigate any potential supplier risks. Such mitigation efforts have not resulted in new material risks, such as product quality, reliability or regulatory approval of products.

Competition

We compete with several large competitors already successful in selling energy storage solutions most notably (in alphabetical order): Enphase Energy, Generac, LG Energy Solutions, SolarEdge Technologies, SunPower and Tesla. We believe our competitive strengths including ease of installation, multiple modes of operation, adaptability, cost and availability allow us to compete well in this market. Some of our competitors have significantly greater financial capacity, product development, manufacturing capabilities, marketing resources, and name recognition than we do. However, while our competitors typically focus on the development and commercialization of hardware offerings, our software-centric approach provides value throughout the value chain, from installers, fleet managers, consumers, and utilities.

Existing competitors may expand their product offerings and sales strategies, and new competitors may enter the market. If our market share declines due to increased competition, our revenue and ability to generate profits in the future may be adversely affected.

Government Regulation and Compliance

Although we are not regulated as a utility, the market for our products and services is heavily influenced by federal, state and local government statutes and regulations concerning electricity. These statutes and regulations affect electricity pricing, net metering, incentives, taxation, competition with utilities and the interconnection of customer-owned electricity generation. In the United States and internationally, governments continuously modify these statutes and regulations and, acting through state utility or public service commissions, regularly change and

48

adopt different rates for commercial customers. These changes can positively or negatively affect our ability to deliver cost savings to customers.

Termination of White Label Provider

On December 12, 2022, the White-Label Provider that had accounted for 87% of our revenue for the year ended December 31, 2022, provided notice of its intent to terminate its contract with us, claiming that we had breached our agreement with the White-Label Provider. While we have continuously asserted that we have not breached the agreement, on May 19, 2023, we entered into a settlement with the White-Label Provider, pursuant to which we received all home storage systems and additional component parts of the White-Label Provider’s inventory, as the White-Label Provider elected to exit the home storage market. These units were returned to us on an as-is basis, and shipping costs were split equally between the parties to the arrangement. We completed the removal of the units from the White-Label Provider’s leased facility in July 2023. This settlement agreement was accounted for as a gain contingency under ASC 450 and accordingly, we recorded a gain on settlement of $5,641,658 within Other (income) expense, net in its condensed consolidated statements of operations for the three months ended September 30, 2023. Associated with the settlement with the White-Label Provider, during the three and nine months ended September 30, 2023, the Company wrote-off $2,383,408 and $5,040,689 of specific White-Label Provider related inventory deposits, respectively. In connection with the final settlement upon receipt of the inventory units in July 2023, an additional $2,383,408 of inventory deposits were identified to be unusable and written off during the three months ended September 30, 2023. Total net gain on settlement with the White-Label Provider, net of inventory deposits written off, amounted to $3,258,250 and $600,969 for the three and nine months ended September 30, 2023, respectively, that was reflected within Other (income) expense, net in our condensed consolidated statements of operations.

Key Components of Results of Operations

Net Revenues

We expect to primarily generate revenues from sales of our residential energy solution, PowerPod 2, to distributors, installers and strategic programmatic partners in our sustainable community networks and to grid services customers. Under such programs, revenue is also generated from installation services and other services.

Our revenue is affected by changes in the volume and average selling prices of our storage solutions, supply and demand, sales incentives and competitive product offerings. Our revenue growth is dependent on our ability to compete effectively in the marketplace by remaining cost competitive, developing and introducing new solutions that meet the changing technology and performance requirements of our customers and our ability to diversify and expand our revenue base through the implementation of programs with strategic partners.

Cost of Goods Sold and Gross Profit

Cost of goods sold is comprised primarily of product costs, warranty, supply chain and assembly personnel and logistics costs, freight costs, customs duties, inventory write-downs, product certification costs and hosting services costs related to our integrated software platform. Our product costs are impacted by component cost, unit volume and assembly processing costs. Certain costs, primarily personnel and warehouse costs, are not directly affected by sales volume.

We purchase our product components from offshore suppliers and generally negotiate product pricing with them on an annual basis, with battery cell supply locked in through December 2024. We believe our suppliers have sufficient production capacity to meet the anticipated demand for the foreseeable future, although there can be no assurances that suppliers will be able to meet our anticipated demand. In addition, shortages in the supply of certain key raw materials could adversely affect our ability to meet customer demand for our products and our gross profit.

Gross profit may vary from quarter to quarter and is primarily affected by our average selling prices, product costs, product mix, customer mix, warranty costs and sales volume.

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Operating Expenses

Operating expenses consist of research and development, sales and marketing and general and administrative expenses. Personnel related costs are the most significant component and include salaries, benefits, payroll taxes, commissions and stock-based compensation. Our employee headcount in our research and development, sales and marketing and general and administrative departments has grown from 34 as of September 30, 2022 to 46 as of September 30, 2023, consistent with scaling the business, and is expected to continue to grow to support expected revenue growth.

Research and Development Expenses

Research and development expenses include personnel-related expenses such as salaries, benefits and payroll taxes. Our research and development employees are engaged in the design and development of hardware and software solutions. Our research and development expenses also include design, outsourced software development, materials for testing and evaluation and other indirect costs. We devote substantial resources to ongoing research and development programs that focus on enhancements to, and cost efficiencies in, our existing solutions and timely development of new solutions that utilize technological innovation, thereby maintaining our competitive position.

Sales and Marketing Expenses

Sales and marketing expenses consist primarily of personnel-related expenses such as salaries, sales commissions, benefits and payroll taxes. These expenses also include travel, fees of independent consultants, trade shows, marketing and other indirect costs. The increase in sales and marketing expenses is due to an increase in the number of sales and marketing personnel and the expansion of our sales and marketing footprint, which is intended to enable us to increase our penetration into new markets.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries, stock compensation expense and employee benefits related to our executive, finance, legal, human resource and operations organizations, as well as travel expenses, facilities costs and fees for professional services. Professional services consist of audit and legal costs, advisory services and other costs. Depreciation and amortization consist primarily of amortization of leasehold improvements of facilities. General and administrative expenses also include allowance for doubtful accounts in the event of uncollectible account receivables balances.

Other Expense (Income), Net

Interest Expense

Interest expense consists primarily of our recording of the 15% Preferred Accruing Dividends on our cumulative mandatorily redeemable preferred stock and the accretion of discounts on such instrument, both of which are recorded as interest expense in our condensed consolidated statements of operations, in addition to interest expense recorded on our outstanding borrowings under loans and convertible note payable.

Unrealized Fair Value Adjustments

Unrealized fair value adjustments are related to the revaluation of outstanding preferred stock warrants, common stock warrants, private placement warrants, forward purchase contract asset and SAFE notes connected to the redemption features associated with these notes, at each reporting date.

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Comparison of the Three Months Ended September 30, 2023 and 2022 (in thousands)

	Three Months Ended September 30,
	2023		2022		$ Change		% Change
Net revenues	$	834	$	5,988	$	(5,154)	(86	%)
Cost of goods sold	853		5,621		(4,768)		(85	%)
Gross (loss) profit	(19)		367		(386)		NM
Operating expenses:
Research and development	1,011		901		110		12	%
Sales and marketing	1,309		910		399		44	%
General and administrative	4,807		2,626		2,181		83	%
Total operating expenses	7,127		4,437		2,690		61	%
Loss from operations	(7,146)		(4,070)		(3,076)		76	%
Other expense (income), net:
Interest expense	1,292		918		374		41	%
Unrealized fair value adjustments	14,895		5,170		9,725		188	%
Other (income) expense, net	(3,380)		5		(3,385)		NM
Loss before income taxes	(19,953)		(10,163)		(9,790)		96	%
Income tax expense	—		—		—		—
Net loss	$	(19,953)	$	(10,163)	$	(9,790)	96	%

`

__________________

NM - Not Meaningful

Net Revenues

Net revenue decreased by $5.2 million, or 86%, for the three months ended September 30, 2023, as compared to the three months ended September 30, 2022. The decrease was primarily driven by the termination of the agreement with the White-Label Provider and its related sales, which had accounted for greater than 90% of sales in the three months ended September 30, 2022.

Cost of Goods Sold

Cost of goods sold decreased by $4.8 million, or 85%, for the three months ended September 30, 2023, as compared to the three months ended September 30, 2022. The decrease was primarily driven by a decrease in cost of energy storage system sales and associated landed costs (inbound freight & duties) due to the termination of the agreement with the White-Label Provider. Cost of goods sold included $0.6 million in reserves for inventory obsolescence and slow-moving items during the three months ended September 30, 2023, primarily due to an additional reserve for inventory obsolescence estimated for inventory units returned from the White-Label Provider as part of a legal settlement, as described in the notes to our condensed consolidated financial statements.

Gross Profit

Gross profit decreased by $0.4 million, or 105%, for the three months ended September 30, 2023, as compared to the three months ended September 30, 2022. The decrease was primarily due to a decrease in revenues, driven by the termination of the agreement with the White-Label Provider and its related sales, as well as an increase in reserves for inventory obsolescence and slow-moving items.

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Operating Expenses

Research and Development

Research and development expense increased by $0.1 million, or 12%, for the three months ended September 30, 2023, as compared to the three months ended September 30, 2022, due to an increase in personnel related costs as a result of increased headcount.

Sales and Marketing

Sales and marketing expense increased by $0.4 million, or 44% for the three months ended September 30, 2023, as compared to the three months ended September 30, 2022, primarily due to an increase of $0.2 million in marketing and selling costs associated with increased revenue in our sustainable community networks program, $0.1 million related to increased corporate marketing expenses, and an increase of $0.1 million in personnel related costs as a result of increased headcount.

General and Administrative

General and administrative expense increased by $2.2 million, or 83%, for the three months ended September 30, 2023, as compared to the three months ended September 30, 2022. The increase was primarily due to a $1.4 million increase in personnel related costs as a result of increased headcount, a $0.4 million increase in directors and officers insurance expense, $0.2 million in increased professional expenses associated with the Business Combination and related financing transactions, and a $0.2 million increase in stock compensation expense associated with new restricted stock awards granted during the three months ended September 30, 2023.

Other Expense (Income), Net

Interest Expense

Net Interest expense increased by $0.4 million, or 41%, for the three months ended September 30, 2023, as compared to the three months ended September 30, 2022. The increase was primarily the result of $1.2 million of accretion of discount and dividends on the cumulative mandatorily redeemable preferred stock liability that was recorded in the three months ended September 30, 2023, partially offset by a $0.8 million reduction in interest expense as a result of the June 2023 settlement and conversion of $11.2 million of shareholders loans that were established in June 2022 and the conversions of the $8.5 million of convertible notes payable that were converted to equity at the Closing Date.

Unrealized Fair Value Adjustments

Unrealized fair value adjustments increased by $9.7 million for the three months ended September 30, 2023 as compared to the three months ended September 30, 2022. This increase was primarily due to the remeasurement of the forward purchase contract asset, which resulted in unrealized losses recorded for the three months ended September 30, 2023 of $35.0 million. These unrealized losses were partially offset by an increase in unrealized gains recognized on our SAFE notes of $16.0 million in the three months ended September 30, 2023, as compared to the three months ended September 30, 2022. The decrease in the value of the SAFE notes was primarily due to an overall decrease in the estimated fair value of Electriq during the three months ended September 30, 2023, as compared to the same period in 2022. The decrease in our estimated fair value as of September 30, 2023 was primarily the result of the fair value of equity in an IPO scenario based on the revised estimated SPAC proceeds of $275 million, as compared to prior valuations which considered $495 million of estimated SPAC proceeds. We recognized $7.1 million of gains in unrealized fair value adjustments from the remeasurement of our derivative warrants liability for the three months ended September 30, 2023, as compared to zero for the three months ended September 30, 2022. We recognized $2.6 million of gains in unrealized fair value adjustments from the remeasurement of our legacy common stock warrants liability for the three months ended September 30, 2023, as compared to $0.4 million of gains for the three months ended September 30, 2022.

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Other (Income) Expense, Net

Other Income, net, increased $3.4 million in the three months ended September 30, 2023, as compared to the same prior year period. This increase was primarily driven by the receipt of inventory units associated with a legal settlement with a White-Label Provider. As described in the notes to our condensed consolidated financial statements, on May 19, 2023, we entered into a settlement agreement with the White-Label Provider, pursuant to which we received all home storage systems and additional component parts of the White-Label Provider’s inventory, as the White-Label Provider has elected to exit the home storage market. These units were returned to us on an as-is basis, and shipping costs were split equally between the parties to the arrangement. We completed the removal of the units from the White-Label Provider’s leased facility in July 2023. This settlement agreement was accounted for as a gain contingency under ASC 450. Accordingly, we recorded the financial impact of the gain on settlement of $5.7 million within Other (income) expense, net in our condensed consolidated statements of operations for the three months ended September 30, 2023 upon receipt of the inventory units returned from the White-Label Provider, as that is the earliest point in time when the settlement gain is realizable or realized. This gain was partially offset by $2.4 million of associated inventory deposits written off. Total net gain on settlement with the White-Label Provider, net of inventory deposits written off, amounted to $3.3 million for the three months ended September 30, 2023. Remaining change in Other (Income) Expense, Net is not significant.

Comparison of the Nine Months Ended September 30, 2023 and 2022 (in thousands)

	Nine Months Ended September 30,
	2023		2022		$ Change		% Change
Net revenues	$	1,019	$	15,335	$	(14,316)	(93	%)
Cost of goods sold	1,921		13,958		(12,037)		(86	%)
Gross (loss) profit	(902)		1,377		(2,279)		NM
Operating expenses:
Research and development	3,148		2,716		432		16	%
Sales and marketing	3,523		2,791		732		26	%
General and administrative	14,235		6,976		7,259		104	%
Total operating expenses	20,906		12,483		8,423		67	%
Loss from operations	(21,808)		(11,106)		(10,702)		(96	%)
Other expense (income), net:
Interest expense	3,293		1,223		2,070		169	%
Unrealized fair value adjustments	(10,891)		32,129		(43,020)		NM
Other (income) expense, net	(745)		6		(751)		NM
Loss before income taxes	(13,465)		(44,464)		30,999		(70	%)
Income tax expense	—		—		—		—
Net loss	$	(13,465)	$	(44,464)	$	30,999	(70	%)

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NM - Not Meaningful

Net Revenues

Net revenue decreased by $14.3 million, or 93%, for the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022. The decrease was primarily driven by the termination of the agreement with the White-Label Provider and its related sales, which had accounted for greater than 90% of sales in the nine months ended September 30, 2022.

Cost of Goods Sold

Cost of goods sold decreased by $12.0 million, or 86%, for the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022. The decrease was primarily driven by a decrease in cost of

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energy storage system sales and associated landed costs (inbound freight & duties) due to the termination of the agreement with the White-Label Provider. Cost of goods sold included $1.0 million in reserves for inventory obsolescence and slow-moving items during the nine months ended September 30, 2023, primarily due to an additional inventory reserve for branded enclosures, as well as estimated obsolescence for inventory units returned from the White-Label Provider as part of a legal settlement, as described in the notes to our condensed consolidated financial statements.

Gross Profit

Gross profit decreased by $2.3 million, or 166%, for the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022. The decrease was primarily due to a decrease in revenues, driven by the termination of the agreement with the White-Label Provider and its related sales, as well as an increase in reserves for inventory obsolescence and slow-moving items.

Operating Expenses

Research and Development

Research and development expense increased by $0.4 million, or 16%, for the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022, primarily due to an increase in personnel related costs as a result of increased headcount.

Sales and Marketing

Sales and marketing expense increased by $0.7 million, or 26%, for the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022, primarily due to a $0.4 million increase in marketing and selling costs associated with increased revenue in our sustainable community networks program, and a $0.3 million increase in personnel related costs as a result of increased headcount.

General and Administrative

General and administrative expense increased by $7.3 million, or 104%, for the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022. The increase was primarily due to an increase of $2.5 million in stock compensation expense related to stock options issued in 2023 in connection with our CEO’s incentive agreement and an increase in options granted to new hires. Effective until the Closing Date of the Business Combination, Electriq and its Chief Executive Officer (“CEO”) had an agreement whereby the CEO was protected from dilution arising from the issuance of stock or convertible loans. The CEO’s ownership percentage was to remain at 6%. As of the Closing Date, all required shares had been issued to the CEO in accordance with this agreement. The remaining increases in general and administrative expense for the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022, are due to a $1.9 million increase in personnel related costs as a result of increased headcount, a $1.6 million increase in professional expenses associated with the Business Combination and related financing transactions, a $0.4 million increase in directors and officers insurance associated with the Business Combination, and a $0.9 million increase in other operating expenses.

Other Expense, Net

Interest Expense

Interest expense increased by $2.1 million, or 169%, for the nine months ended September 30, 2023, primarily as a result of $1.3 million of accretion of discounts and cumulative dividends from issuance date on the cumulative mandatorily redeemable preferred stock liability that was recorded for the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022, as well as the additional interest accrued on stockholder loans of $11.2 million that were established in June 2022 and settled through conversion or repayment of the loans in June 2023 and the conversion to equity at the Closing Date of $8.5 million of convertible notes payable that were established subsequent to September 30, 2022, as described above in the notes to our condensed consolidated financial statements.

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Unrealized Fair Value Adjustments

Unrealized fair value adjustments decreased by $43.0 million, for the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022. This decrease was primarily due to an overall decrease in the value of Electriq during the nine months ended September 30, 2023, as compared to the same period in 2022. The decrease in our enterprise fair value as of September 30, 2023 was primarily the result of the fair value of equity in an IPO scenario based on estimated SPAC proceeds of $275 million, as compared to prior valuations which considered $495 million of estimated SPAC proceeds. For the nine months ended September 30, 2023, as compared to the same period in 2022, unrealized fair value adjustments decreased by $48.7 million on our SAFE notes liability and by $29.2 million in net decreases on our legacy common and preferred warrants and derivative warrants liabilities as a result of a decrease in the estimated value of the SAFE notes and warrants driven primarily by a decrease in our enterprise value. These decreases were partially offset by an increase of $35.0 million in unrealized fair value adjustments due to the remeasurement losses recorded on our forward purchase contract asset for the nine months ended September 30, 2023, primarily driven by a decrease in the stock price of our common shares.

Other (Income) Expense, Net

Other (income) expense, net, reflected an increase of 0.8 million in other income, net, in the nine months ended September 30, 2023, as compared to the same prior year period. The settlement with the White-Label Provider resulted in a net gain on settlement of $0.6 million for the nine months ended September 30, 2023, that was reflected within Other (income) expense, net in our condensed consolidated statements of operations. The remaining increase of $0.2 million in other (income) expense, net, for the nine-months ended September 30, 2023, as compared to the same prior year period, is not significant for further discussion.

Liquidity and Capital Resources

Sources of Liquidity

Since our inception, we have incurred significant operating losses. As of September 30, 2023, we have generated revenue primarily from the designing, developing, managing, delivering and servicing integrated energy storage solutions for residential applications, primarily in North America, through an array of hardware and software solutions in addition to sales of our residential energy solution, PowerPod 2, to distributors and installers. Our ability to generate revenue sufficient to achieve profitability will depend heavily on the successful execution of our sustainable communities network and microgrid offerings from customer agreements entered into in 2022 and 2023.

As of September 30, 2023, we had an accumulated deficit of $118.3 million. Additionally, approximately $6 million in TLG transaction costs incurred were accrued at the Closing Date in connection with the Business Combination and are due to be paid within the next twelve (12) months. During the nine months ended September 30, 2023, we incurred losses from operations totaling $21.8 million. Through September 30, 2023, we have incurred recurring losses from operations and negative operating cash flows. We expect to continue to incur such losses for at least the next twelve (12) months. In addition, as a result of the termination of our contract with the White-Label Provider, we have experienced a significant decline in revenue during the three and nine months ended September 30, 2023. As a result, we will need additional funding in the near term to support our continuing operations and pursue our growth strategy. Until such time that we are able to improve of our profitability through the introduction of new products and service offerings as well as implementing our sustainable communities network and microgrid offerings, we expect to continue to finance our cash needs through a combination of utilizing our cash totaling $8.1 million as of September 30, 2023, the continuing financial support from our stockholders or other debt or capital sources as well implementing other strategies such as obtaining equity financing, issuing debt or entering into financing arrangements and utilizing the funds received as part of the Pre-Closing and Closing Financings and Notes Conversion Agreements associated with the Business Combination.

We will receive up to an aggregate of $107.3 million if all of the outstanding Public Warrants and Private Placement Warrants are exercised to the extent such warrants are exercised for cash. However, we will only receive such proceeds if and when the warrant holders exercise the Public Warrants and Private Placement Warrants. Our Warrants are exercisable at an effective price per share of $6.57. We believe the likelihood that warrant holders will exercise their Warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the

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trading price of our shares of Class A common stock. If the trading price for our Class A common stock is less than $6.57 per share, we believe holders of our warrants will be unlikely to exercise their warrants. On November 10, 2023, the closing price of ELIQ was $0.53 per share and the last reported sales price of our Public Warrants, ELIQ-WT, as of that date was $0.02 per Public Warrant. Our current operating plans do not assume the exercise of any of the Warrants for cash and we do not believe that the exercise of Warrants and the amount of cash proceeds, if any, from such exercise, will have a material impact on our liquidity or cash condition.

We do not believe the cash and cash equivalents on hand as of September 30, 2023 of $8.1 million will be sufficient to fund our operations for the next twelve months from the date the condensed consolidated financial statements are issued. We will be required to raise additional capital in the near term to continue to fund operations and capital expenditures. Such funding may not be available on acceptable terms, or at all. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, or substantially reduce our operations. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to us. Even if we are able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing. We are actively seeking additional financing, including for example asset backed loans and equity financings. These uncertainties create substantial doubt about our ability to continue as a going concern.

Forward Purchase Agreement

To offset the potential reduction in cash related to Public Share redemptions, TLG executed a Forward Purchase Agreement with a Seller that provided $3.0 million (the “prepayment shortfall”) paid by the Seller one business day following the Closing Date of July 31, 2023.

The Forward Purchase Agreement provided that the Seller would be paid directly an aggregate cash amount equal to (x) the product of (i) the number of shares as set forth in a “pricing date notice” (as defined in the Forward Purchase Agreement) and (ii) the redemption price per share as defined in the amended and restated certificate of incorporation of TLG in effect prior to the consummation of the Business Combination, less (y) the prepayment shortfall amount of $3.0 million. 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, 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 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 (as defined in the Forward Purchase Agreement) until the earlier of such time as the proceeds from such sales equal 100% of the Prepayment Shortfall (such sales, “Shortfall Sales,” and such Shares, “Shortfall Sale shares”). A sale of shares is only a Shortfall Sale when a Shortfall Sale notice is delivered under the Forward Purchase Agreement, and an Optional Early Termination (as defined in the Forward Purchase Agreement), is delivered. As of September 30, 2023, Seller has submitted Shortfall Sale notices totaling 51,624 shares that it sold through that date for proceeds of $362,163, reducing the remaining Prepayment Shortfall amount to $2,637,837.

The Company accounts for the forward purchase contract asset as a derivative instrument in accordance with the guidance in ASC 480-10. The instrument is subject to remeasurement at each balance sheet date, with changes in fair value recognized in the statements of operations.

The forward purchase contract asset of $2,101,424, net, as of September 30, 2023 reflects a prepayment to Seller at the Closing Date of the Business Combination of $37,072,106, less the fair value of the forward purchase contract derivative of $34,970,682. The estimated fair value of the forward purchase contract was calculated using a

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Black-Scholes option pricing model and is classified as a current asset, as its liquidation is reasonably expected to use or require current assets or the creation of current liabilities.

On November 12, 2023, the Company executed the Binding Term Sheet with Meteora whereby, upon execution of the definitive agreements, which is expected to occur prior to November 30, 2023, the Forward Purchase Agreement would be terminated and Meteora would retain the 3,785,686 common shares it purchased free and clear of all obligations under the Forward Purchase Agreement. In exchange for the Prepayment Shortfall (as defined in the Forward Purchase Agreement) being deemed repaid in full to Meteora and no future Shortfall Sales Shortfall (as defined in the Forward Purchase Agreement) being made, Meteora will receive consideration of 3,500,000 warrants exercisable for $0.001 at Meteora's sole discretion. Meteora is restricted to exercising the number of warrants equal to a fixed value of $3,500,000. If any warrants remain unexercised after the fixed value of $3,500,000 is reached, the balance of warrants shall be terminated. If the definitive documents are not entered into on or before November 30, 2023, which time may be extended by Meteora, the Binding Term Sheet will terminate.

Financing Obligations

Loans Payable

In June 2022, we borrowed $11.2 million, bearing simple interest at 2%, accrued monthly. The loans are repayable in twelve (12) months. The amount owed shall equal (i) the balance outstanding and all accrued interest, plus (ii) a one-time prepayment fee equal to 6% of the balance outstanding.

Pursuant to the Notes Conversion Agreements executed on June 8, 2023, Electriq converted an aggregate amount of approximately $10.1 million, including accrued interest, of Shareholder Notes from management or significant equity investors that were previously included in loans payable into equity securities of Electriq. During June 2023, all remaining loans payable balances that were not included in the Notes Conversion Agreements, including a total remaining cumulative principal balance of approximately $3.4 million, plus accrued interest, were repaid to noteholders that elected not to convert their respective notes. As of September 30, 2023, all outstanding loans payable of $11.2 million were either converted or repaid. Electriq had no outstanding indebtedness as of September 30, 2023.

Convertible Note Payable

As discussed above, on December 23, 2022, we entered into an amended and restated securities purchase agreement which was amended on March 22, 2023 (the “SPA”) with Mr. John Michael Lawrie, which provided for Mr. Lawrie’s obligation to provide funding to us up to a maximum amount of $8.5 million, provided that we had satisfied the conditions for closing under the SPA or that Mr. Lawrie has waived those conditions. Pursuant to the SPA, and the first amendment to the SPA, we issued to Mr. Lawrie the Lawrie Notes in the aggregate amount of $8.5 million.

The notes bear interest at a simple rate of 14% per annum, payable quarterly in cash. The initial $5.0 million funding under the amended and restated securities purchase agreement was received on December 30, 2022. The remaining $3.5 million funding was received from Mr. Lawrie on March 30, 2023.

Pursuant to terms of the Notes Conversion Agreement executed on June 8, 2023, at the Closing Date on July 31, 2023, the Convertible Notes with Mr. Lawrie were converted into equity securities of TLG and were cancelled.

Derivative Warrants Liability

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. The derivative warrants liability is subject to a fair value remeasurement each period with an offsetting adjustment reflected in unrealized fair value adjustments in the condensed consolidated statements of operations.

As of September 30, 2023, we have recorded a derivative warrants liability for Private Placement Warrants, in accordance with ASC 815, of $3,039,603, which is classified as a non-current liability in our condensed consolidated balance sheet, as their liquidation is not reasonably expected to require the use of current assets or

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require the creation of current liabilities. Changes in fair value are recognized in our condensed consolidated statements of operations. The Company’s Private Placement Warrants have been measured to fair value using the option-pricing method.

As a result of the Business Combination, Public Warrants were recorded at a fair value of $1,600,000 in equity at the Closing Date. After completion of the Business Combination, Electriq has only a single class of participating securities. Therefore, in the event of a tender offer of more than 50% of outstanding equity, a change of control would occur and settlement of warrants in cash or other assets would not preclude equity classification under ASC 815-40-25. Further the Company notes that there are no settlement features that otherwise preclude the public warrants from being considered fixed-for-fixed under ASC 815-40-15 and being considered equity classified under ASC 815-40-25 post-merger. Therefore, Electriq has presented these public warrants as equity classified instruments.

Our Warrants are exercisable at an effective price per share of $6.57. We believe the likelihood that warrant holders will exercise their Warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the trading price of our shares of Class A common stock. If the trading price for our Class A common stock is less than $6.57 per share, we believe holders of our warrants will be unlikely to exercise their warrants. On November 10, 2023, the closing price of ELIQ was $0.53 per share and the last reported sales price of our Public Warrants, ELIQ-WT, as of that date was $0.02 per Public Warrant. Our current operating plans do not assume the exercise of any of the Warrants for cash and we do not believe that the exercise of Warrants and the amount of cash proceeds, if any, from such exercise, will have a material impact on our liquidity or cash condition. For additional information, see the section titled “Risk Factors.”

Cash Flow Summary

The following table summarizes our cash flows for the nine months ended September 30, 2023 and 2022:

	Nine Months Ended September 30,
	2023		2022
	(in thousands)
Net cash used in operating activities	$	(23,213)	$	(18,351)
Net cash used in investing activities	$	(437)	$	(838)
Net cash provided by financing activities	$	26,268	$	10,616

Operating Activities

Net cash used in operating activities for the nine months ended September 30, 2023 was $23.2 million, consisting primarily of a net loss of $13.3 million, a settlement gain of $5.7 million, unrealized fair value adjustments of $11.0 million, and a net increase in assets and liabilities of approximately $3.5 million; partially offset by non-cash stock-based compensation of $3.3 million, write-offs of inventory deposits of $5.1 million and depreciation, amortization and accretion combined of $1.9 million.

Net cash used in operating activities for the nine months ended September 30, 2022 was $18.4 million, consisting primarily of a net loss of $44.5 million and a net increase in assets and liabilities of $7.1 million, partially offset by non-cash depreciation and amortization of $0.3 million, non-cash fair value adjustments of $32.1 million and non-cash stock-based compensation of $0.8 million.

Investing Activities

Net cash used in investing activities during the nine months ended September 30, 2023 was $0.4 million, primarily consisting of the acquisition of property and equipment.

Net cash used in investing activities during the nine months ended September 30, 2022 was $0.8 million, primarily consisting of the acquisition of property and equipment.

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Financing Activities

Net cash provided by financing activities during the six months ended September 30, 2023 was $26.3 million, primarily consisting of proceeds from the issuance of common stock of $17.4 million, proceeds from the issuance of cumulative mandatorily redeemable preferred stock of $9.6 million, and the issuance of convertible notes payable of $3.5 million, partially offset by payments on loans payable of $3.6 million and equity issuance costs of $0.6 million.

Net cash provided by financing activities during the nine months ended September 30, 2022 was $10.6 million, primarily consisting of proceeds from loans payable of $11.2 million and proceeds from issuance of preferred stock of $0.7 million, partially offset by repayment of loans payable of $1.3 million.

Contractual Obligations and Commitments

We have various non-cancelable leases for warehouse and office space. Certain of these leases have renewal options, provide for future rent escalations and also obligate us to pay the cost of maintenance, insurance and property taxes.

On January 1, 2022, Electriq modified its existing short-term lease for warehouse and office space in California to extend the term and to obtain additional warehouse space. The modification was accounted for as part of the adoption of ASC 842. This lease has five separate one-year renewal options, none of which have been considered in the contractual obligations as the options have not been exercised.

On January 19, 2022, Electriq entered into a five-year lease in West Palm Beach, Florida with a total commitment of approximately $1.4 million over the life of the lease. The lease commencement date was November 7, 2022 upon completion of certain improvements by the landlord, and has been included in the contractual obligations as of September 30, 2023.

On September 23, 2022, the Company entered into a five-year lease in Oxnard, California with a total commitment of approximately $0.8 million over the life of the lease. The lease commencement date was November 1, 2022 and has been included in the contractual obligations as of September 30, 2023.

On May 24, 2023, the Company entered into a new 39-month lease in San Leandro, California for warehouse and storage space with approximately $1.1 million in total minimum lease payments committed over its 39-month non-cancelable lease term. This lease does not contain any lease renewal option. The lease commencement date was on June 27, 2023 and has been included in the contractual obligations as of September 30, 2023.

Off-Balance Sheet Arrangements

We are not a party to any off-balance sheet arrangements, including guarantee contracts, retained or contingent interests or unconsolidated variable interest entities that either have, or are reasonably likely to have, a current or future material effect on our consolidated financial statements.

Critical Accounting Policies and Estimates

Our discussion and analysis of financial condition and results of operations are based upon our consolidated financial statements included elsewhere in this Quarterly Report. The preparation of our consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. Our critical accounting policies are those that materially affect our consolidated financial statements and involve difficult, subjective or complex judgments by management. A thorough understanding of these critical accounting policies is essential when reviewing our consolidated financial statements.

We believe that the critical accounting policies listed below involve the most difficult management decisions because they require the use of significant estimates and assumptions as described above. Please see Note 2 to our condensed consolidated financial statements included elsewhere in this Quarterly Report for the complete list of critical accounting policies and estimates.

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Derivative Warrants Liability

We not use derivative instruments to hedge exposures to cashflow, market, or foreign currency risks. We evaluate all of our financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. The preferred stock warrants were for contingently redeemable preferred stock, and as such, the preferred stock warrants were classified as a liability in warrants liability in the condensed consolidated balance sheets. The common stock warrants were legally detachable, transferable, and exercisable into a variable number of shares, and as such were classified as a liability in warrants liability in the condensed consolidated balance sheets. The warrants liability is subject to a fair value remeasurement each period with an offsetting adjustment reflected in unrealized fair value adjustments in the condensed consolidated statements of operations.

The Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. The Private Placement Warrants failed the indexation guidance in ASC 815-40. Provisions within the warrant agreement preclude the Private Placement Warrants from being considered indexed to the Company’s own stock, and thus the Private Placement Warrants are classified as a liability measured at fair value. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and remeasures to fair value at each reporting period. Changes in fair value are recognized in the Company’s condensed consolidated statements of operations.

The Company’s Private Placement Warrants have been measured to fair value using the option-pricing method. See Note 11 to our condensed consolidated financial statements included elsewhere in this Quarterly Report. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

As a result of the Business Combination, Public Warrants were recorded at a fair value of $1,600,000 in equity at the Closing Date. After completion of the Business Combination, Electriq has only a single class of participating securities. Therefore, in the event of a tender offer of more than 50% of outstanding equity, a change of control would occur and settlement of warrants in cash or other assets would not preclude equity classification under ASC 815-40-25. Further we noted that there are no settlement features that otherwise preclude the public warrants from being considered fixed-for-fixed under ASC 815-40-15 and being considered equity classified under ASC 815-40-25 post-merger. Therefore, Electriq has presented these public warrants as equity classified instruments.

Cumulative Mandatorily Redeemable Preferred Stock

The shares of cumulative mandatorily redeemable preferred stock issued in connection with the financing transactions referenced in Note 1 to our condensed consolidated financial statements included elsewhere in this Quarterly Report have been reflected in our condensed consolidated balance sheets as liabilities at fair value pursuant to ASC 480. From and after the date of issuance of any cumulative mandatorily redeemable preferred stock, dividends payable solely in the form of shares (or fractions thereof) of cumulative mandatorily redeemable preferred stock shall accrue on each outstanding share (or fractional share) of cumulative mandatorily redeemable preferred stock at the rate per annum of 15% of the cumulative mandatorily redeemable preferred stock original issuance price plus the amount of any previously accrued and unpaid dividends, compounded annually, on each such share (the “Preferred Accruing Dividends”). The Preferred Accruing Dividends shall accrue from day-to-day, whether or not declared, and shall be cumulative. Such Preferred Accruing Dividends shall be payable only when and if declared by our Board of Directors and we shall be under no obligation to declare such Preferred Accruing Dividends. If the preferred stockholders do not receive a dividend (i.e., the board of directors does not declare a dividend) in a given period, then the undeclared dividend is accumulated. The issuer is obligated to pay any accumulated undeclared dividends upon liquidation and, in some cases, upon early redemption of the preferred stock. The Preferred Accruing Dividends shall not be paid in cash and shall be paid only in the form of shares (or fractions of shares) of cumulative mandatorily redeemable preferred stock equal to (A) the Preferred Accruing Dividends accrued and unpaid as of the relevant cumulative mandatorily redeemable preferred stock dividend payment date divided by (B) the cumulative mandatorily redeemable preferred stock original issue price, which was defined as $10 per share after application of the Exchange Ratio. The Preferred Accruing Dividends shall be

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calculated and compounded annually and in arrears on each anniversary of the date on which the first share of cumulative mandatorily redeemable preferred stock was issued.

The terms of the cumulative mandatorily redeemable Preferred stock require the issuer to pay the original issue price of the preferred stock plus cumulative dividends, whether or not declared, upon redemption in shares of cumulative mandatorily redeemable preferred stock. This is a paid-in-kind dividend feature, and it is not discretionary as there is no other choice other than to get the dividend in shares of cumulative mandatorily redeemable preferred stock. Based on the above, we shall accrete the dividends as an increase to the carrying amount of the cumulative mandatorily redeemable preferred stock pursuant to ASC 480, despite the fact that dividends have not been declared. The carrying value of the cumulative mandatorily redeemable preferred stock is accreted to its redemption value over the three year period ending on the redemption date. The cumulative mandatorily redeemable preferred stock qualifies as a mandatorily redeemable financial instrument as it embodies an unconditional obligation requiring the issuer to redeem the instrument by transferring its assets at a specified or determinable date (or dates) or upon an event that is certain to occur. Pursuant to the respective preferred stock agreements, the issued and outstanding cumulative mandatorily redeemable preferred stock (including a cumulative dividend, payable in kind, of 15% per share, plus any accrued and unpaid dividends on each such share) shall be subject to mandatory redemption by the issuer on the third anniversary of their original issue date in the form of either cash or an equivalent value in shares of common stock.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Limitations on Effectiveness of Disclosure Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of the disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and our principal financial officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(c) and 15d-15(e) under the Exchange Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2023, due to the material weakness described below, our disclosure controls and procedures were not effective as of September 30, 2023. Notwithstanding the material weakness, our management has concluded that the financial statements included elsewhere in this report present fairly, in all material respects, our financial position, results of operations and cash flows in conformity with GAAP.

Material Weakness

In connection with the review of our condensed consolidated financial statements for the quarterly period ended September 30, 2023, we identified a material weakness in our internal control over financial reporting. The material weakness related to our accounting for the Business Combination transaction, including our assessments, calculations and accounting for derivative warrant liabilities.

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Remediation

We initiated and implemented several remediation measures including, but not limited to hiring additional finance and accounting staff with the requisite background and knowledge, engaging third parties to assist us in complying with the accounting and financial reporting requirements related to significant and complex transactions, and to assist us with formalizing our business processes, accounting policies and internal control documentation, strengthening supervisory reviews by our management, and evaluating the effectiveness of our internal controls in accordance with the framework established by Internal Control – Integrated Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission.

We believe the measures described above should remediate the material weakness identified and strengthen our internal control over financial reporting. The remediation initiatives outlined above are estimated to take place over the next three to six months. While we continue the process to implement our plan to remediate the material weakness, we cannot predict the success of such plan or the outcome of our assessment of this plan until the remediation initiatives have been completed and have been operating effectively for a sufficient period of time. We can give no assurance that these measures will remediate the deficiencies in internal control or that additional material weaknesses or significant deficiencies in our internal control over financial reporting will not be identified in the future. Our failure to implement and maintain effective internal control over financial reporting could result in errors in our financial statements that may lead to a restatement of our financial statements or cause us to fail to meet our reporting obligations for the period ended September 30, 2023.

Changes in Internal Control over Financial Reporting

Other than the material weakness identified and remediation activities described above, there were no changes in our internal control over financial reporting, as identified in connection with the evaluation required by Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that occurred during the three months ended September 30, 2023 covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II - Other Information

Item 1. Legal Proceedings

See Note 7, “Commitments and Contingencies” in the Notes to the condensed consolidated financial statements of Part I, Item 1 of this Quarterly Report.

Item 1A. Risk Factors

Unless the context otherwise requires, all references in this section to “we,” “us,” and “our” refers to Electriq and its subsidiaries. The risk factors described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to the businesses of Electriq.

Summary Risk Factors

Investments in our securities involve substantial risk. The occurrence of one or more of the events or circumstances described below and in the section titled “Risk Factors,” alone or in combination with other events or circumstances, may have a material adverse effect on our business, cash flows, financial condition and results of operations. Important factors and risks that could cause actual results to differ materially from those in the forward-looking statements include, among others, the following:

•Our limited operating history and the rapidly evolving industry in which we operate make it difficult to evaluate our business and the risks and challenges we may face and to predict our future performance.

•We are a relatively new company with a history of losses, and we cannot be certain that we will achieve or sustain profitability.

•Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”

•Our business and strategic plans rely in large part upon assumptions and analyses developed by us. If these assumptions or analyses prove to be incorrect, our actual operating results may suffer.

•The energy storage industry is highly competitive and changing rapidly, which makes it difficult to evaluate our current business and future prospects. Our business may be adversely affected if we cannot adapt quickly and effectively.

•The failure of energy storage costs to continue to decline would have a negative impact on our business and financial condition.

•Our success and future growth is dependent upon the market’s willingness to adopt energy storage systems in general, and our energy storage system in particular.

•Our revenue depends on gaining new customers and purchase commitments from customers.

•Our business is concentrated in certain markets, putting us at risk of region-specific disruptions.

•Our objective is to develop partnerships with municipalities, community choice aggregators and sustainable solutions developers. If we fail to develop those partnerships, our business and financial results would suffer.

•We depend on a limited number of suppliers for key components and systems. This reliance on third parties increases the risk that necessary components of our systems may not be delivered according to our schedule and at prices, quality levels and volumes acceptable to us.

•If we fail to scale our business operations and otherwise manage future growth and adapt to new conditions effectively as we grow our company, we may not be able to produce, market, sell and service our systems successfully.

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•A recession could reduce demand for our products and materially harm our business.

•If we are unable to recruit and retain key management, technical and sales personnel, our business would be negatively affected.

•There can be no assurance that Electriq will continue to comply with the continued listing standards of the NYSE.

•Our issuance of additional shares of Class A common stock or convertible securities could make it difficult for another company to acquire us and may dilute your ownership of us and could adversely affect our stock price.

Risks Related to Electriq’s Limited Operating History and Financial Condition

Our limited operating history and the rapidly evolving industry in which we operate make it difficult to evaluate our business and the risks and challenges we may face and to predict our future performance.

We have a limited operating history and have suffered losses. Since our formation in 2014, we have focused on designing, developing, managing, delivering and servicing integrated energy storage solutions for residential applications, primarily in North America, through an array of hardware and software solutions. We began marketing and selling our PowerPod 2 energy storage solutions in December 2020. As a result, we have limited historical financial data upon which we may base our projected revenue and operating expenses. Our relatively short operating history and the rapid evolution of the energy storage industry make it difficult for potential investors to evaluate our technology or prospective operations and business prospects. Accordingly, we continue to be subject to many of the risks inherent in business development, financing, unexpected expenditures and complications and delays that often occur in a new business.

Our energy storage solutions are primarily installed in conjunction with solar energy systems, and our future growth is dependent on rising demand for solar and energy storage solutions and by the adoption speed of digital software applications to modernize the efficiency of power assets and the electric grid. We expect our business results to be driven by various factors, including the costs of acquiring our components, assembling our systems, declines in the cost of purchasing and installing solar power, homeowner needs for reliable electric power and related digital applications, commercial, legal and political pressure for the reduced use of fossil fuels and electric power generation that relies on fossil or other non-renewable fuels and a rapidly growing electricity storage market driven by increasing demand from commercial and industrial users, utilities and grid operators. However, predicting our future revenue and appropriately budgeting for our expenses is difficult, and we have limited insight into trends that may emerge and affect our business. Furthermore, these trends can change over time, depending on societal, scientific and governmental changes that we are unable to predict with accuracy.

There can be no assurance that our efforts to increase our revenue will be successful or that we will ultimately be able to attain profitability. Accordingly, our prospects must be considered in light of the risks that any new company encounters as well as the uncertainties encountered by developing companies in a highly competitive environment.

We are a relatively new company with a history of losses, and we cannot be certain that we will achieve or sustain profitability.

We are subject to the risks inherent to early-stage companies seeking to develop, market and distribute new products, particularly companies in evolving markets such as renewable energy and technology. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the development, introduction, marketing and distribution of new products in a competitive environment. Such risks include dependence on the success and acceptance of our products, the ability to attract and retain a suitable partner base, the management of growth, under-capitalization, cash shortages, limitations with respect to personnel, financial and other resources and lack of revenues.

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We have incurred significant net losses since our inception in August 2014. For the years ended December 31, 2022 and 2021, we incurred net losses of $52.3 million and $35.8 million, respectively. As of September 30, 2023, we had an accumulated deficit of $118.5 million. If our revenue does not grow or grows more slowly than currently anticipated, or if operating expenses are higher than expected, we may be unable to achieve profitability, our financial condition will suffer and the value of our common stock could decline. Even if we are successful in increasing our sales, we may incur losses in the foreseeable future as we continue to develop and market our products. If sales revenue from any of our current products or any additional products that we develop in the future is insufficient, or if our product development is delayed, we may be unable to achieve profitability and, in the event we are unable to secure financing for prolonged periods of time, we may need to temporarily cease operations and, possibly, shut them down altogether. Furthermore, even if we are able to achieve profitability, we may be unable to sustain or increase such profitability on a quarterly or annual basis, which would adversely impact our financial condition and significantly reduce the value of our common stock.

If we are not able to continue to reduce our cost structure in the future, our ability to become profitable may be impaired.

We must continue to reduce the costs of procurement of components, assembly, installation and operation of our energy storage systems to expand our market. As a relatively new company, we have limited historical data that ensures our targeted component acquisition costs will be achievable. While we expect in the future to better understand our component acquisition costs, there is no guarantee we will be able to achieve sufficient cost savings to reach our gross margin and profitability goals. We may also incur substantial costs or cost overruns from our suppliers. While we have been successful in reducing our costs to date, the cost of energy storage systems and other components of our energy storage systems, for example, could increase in the future. If we are unable to achieve component acquisition cost targets on our products pursuant to our plans, we may not be able to meet our gross margin and other financial targets. Many of the factors that impact our component acquisition costs are beyond our control, such as potential increases in the costs of materials, such as lithium iron phosphate and other components of our battery cells. Any such increases could slow our growth and cause our financial results and operational metrics to suffer. In addition, we may face increases in our other expenses, including increases in wages or other labor costs, as well as marketing, sales, customer acquisition or related costs. We will continue to make significant investments to drive growth in the future. In order to expand into new markets while still maintaining our current margins, we will need to continue to reduce our costs. Increases in any of these costs, or our failure to achieve projected cost reductions, could have a material adverse effect on our business and prospects, and we may not be able to achieve or maintain profitability.

Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions, could adversely affect our liquidity, financial condition and results of operations, either directly or through adverse impacts on certain of our vendors and customers.

Adverse developments that affect financial institutions, such as events involving liquidity that are rumored or actual, have in the past and may in the future lead to bank failures and/or market-wide liquidity problems.

These events could have an adverse effect on our financial condition and results of operations, either directly or through an adverse impact on certain of our vendors and customers.

For example, on March 10, 2023, Silicon Valley Bank was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver. Similarly, on March 12, 2023, Signature Bank was put into receivership. Since that time, JPMorgan Chase & Co. took over all of the deposits of First Republic Bank, and the Swiss Central Bank provided $54 billion in covered loan and short-term liquidity facilities to Credit Suisse Group AG, all in an attempt to reassure depositors and calm fears of a banking contagion. Although the Federal Reserve Board, the Department of the Treasury and the FDIC have taken steps to ensure that depositors at Silicon Valley Bank and Signature Bank can access all of their funds, including funds held in uninsured deposit accounts, and have taken additional steps to provide liquidity to other banks, there is no guarantee that, in the event of the closure of other banks or financial institutions in the future, depositors would be able to access uninsured funds or that they would be able to do so in a timely fashion.

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To date, we have not experienced any adverse impact on our liquidity, financial condition or results of operations as a result of the events described above. However, failures of other banks or financial institutions also may expose us to additional risks, either directly or through the effect on vendors or other third parties, and may lead to significant disruptions to our operations, financial condition and reputation. Moreover, uncertainty remains over liquidity concerns in the broader financial services industry. Investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to obtain financing on favorable terms. In addition, our business may be adversely impacted by these developments in ways that we cannot predict at this time, there may be additional risks that we have not yet identified, and we cannot guarantee that we will be able to avoid negative consequences directly or indirectly from any failure of one or more banks or other financial institutions.

Our independent registered public accounting firm’s 2022 report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”

As of September 30, 2023, we had $8.1 million in cash and an accumulated deficit of $118.5 million. Further, we have incurred and expect to continue to incur significant costs in pursuit of our planned growth. We cannot assure you that our plans to raise capital will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern.

Our business and strategic plans rely in large part upon assumptions and analyses developed by us. If these assumptions or analyses prove to be incorrect, our actual operating results may suffer.

Our business and strategic plans are based on assumptions, analyses and estimates developed by our management and are subject to substantial uncertainty and are inherently subject to significant business, regulatory, economic, competitive and global risks, uncertainties and contingencies, many of which are beyond our control, and are based upon specific assumptions with respect to future business decisions, some of which will change. The rapidly evolving market for energy storage systems also may require us to change our plans and may make it difficult to evaluate our business and future prospects. Other global or macroeconomic trends may also affect our business.

Our business and strategic plans also include assumptions as to the expected size and growth of the markets in which we operate. Such markets may not develop or grow as large as we expect or may develop and grow at a slower rate than we expect. Even if these markets experience the growth that we expect, our business may not grow at the expected rate, or at all, due to a variety of possible factors.

As a result, we might never achieve or maintain profitability. You are urged to consider our business in light of the risks and uncertainties emerging companies encounter when introducing new products and services into a nascent industry.

There is no assurance that non-binding letters of intent and memoranda of understanding will be converted into binding contracts.

Non-binding letters of intent and memoranda of understanding we enter into from time to time are subject to continued negotiation and many uncertainties, and may not be converted into binding contracts. Our prospective counterparties may cancel or delay entering into contracts for a variety of reasons, some of which may be outside of our control. Contracts with government entities are also subject to a number of challenges and risks. If we are unable to enter into such contracts on a timely basis, our growth, revenue and results of operations may not be negatively impacted.

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Risks Related to Electriq’s Industry

The energy storage industry is highly competitive and changing rapidly, which makes it difficult to evaluate our current business and future prospects. Our business may be adversely affected if we cannot adapt quickly and effectively.

The worldwide electricity storage market is highly competitive and is growing quickly and changing rapidly, and we expect it will become more competitive in the future. The energy storage industry will take several more years to develop and further mature, which makes it difficult to evaluate our current business, and we cannot be certain that the market will grow to the size or at the rate we expect. We have encountered and will continue to encounter risks and difficulties frequently experienced by growing companies in rapidly changing industries, including increased expenses as we continue to grow our business. If we do not manage these risks and overcome these difficulties successfully, our business will suffer.

We also expect more regulatory burdens as customers adopt this new technology. There is no assurance that our energy storage systems will be successful in the respective markets in which they compete. We face competition from other manufacturers, developers and installers of energy storage systems, as well as from large utilities. A significant and growing number of established and new companies, as well as other companies, have entered or are reported to have plans to enter the electricity storage market. Most of our current and potential competitors have significantly greater financial, technical, manufacturing, marketing, sales networks and other resources than we do and may be able to devote greater resources to the design, development, manufacturing, distribution, promotion, sale and support of their products. Increased competition could result in lower unit sales, price reductions, revenue shortfalls, loss of customers and loss of market share, which could harm our business, prospects, financial condition and operating results.

Decreases in the retail prices of electricity from utilities or other renewable energy sources could make our products less attractive to homeowners. Reduction in various federal and state rebate and incentive programs could also adversely affect product adoption.

Our failure to continue developing new and improved systems and to bring these systems rapidly to market could have an adverse impact on our business. New systems, or refinements and improvements to our existing systems, may have technical failures, delayed introductions or higher than expected production costs or may not be well accepted by our customers. If we are not able to anticipate, identify, develop and market high quality systems in line with technological advancements that respond to changes in customer preferences, demand for our systems could decline and our operating results could be adversely affected.

The failure of energy storage costs to continue to decline would have a negative impact on our business and financial condition.

The growth and profitability of our business is dependent upon the continued decline in the cost of energy storage. Over the last decade the costs of energy storage systems have declined significantly. This lower cost has been driven by advances in energy storage technology, maturation of the relevant supply chain, the scale of production of energy storage systems by the leading manufacturers and other factors. The growth of our business is dependent upon the continued decrease in the price and efficiency of energy storage systems. If for any reason our suppliers are unable to continue to reduce the price of their energy storage systems, our business and financial condition will be negatively impacted.

Our success and future growth is dependent upon the market’s willingness to adopt energy storage systems in general, and our energy storage system in particular.

The demand for our systems highly depend upon the demand for and adoption of solar and energy storage systems. The market for energy storage systems is still rapidly evolving and is characterized by rapidly changing technologies, price and other competition, evolving government regulation and industry standards, as well as changing or uncertain consumer demands and behaviors. Our current products are designed to address the requirements of most of our potential user base, but the requirements of potential users could change. If renewable energy generation proves unsuitable for widespread deployment or if demand for our renewable energy hardware

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and software-enabled services fails to develop sufficiently or in the manner that we expect, we would be unable to achieve sales and expand our market share. Factors that may influence the adoption of energy storage systems include:

•perceptions about the effectiveness and cost of solar panels in relation to other forms of renewable and non-renewable energy;

•perceptions about the quality, safety, design, performance and cost of energy storage systems, especially if adverse events or accidents occur that are linked to the quality or safety of energy storage systems or their battery cell components;

•perceptions about the safety of energy storage systems in general, including the use of advanced hardware and software technology;

•technical innovations concerning battery capacity and ability to hold its charge;

•improvements in the cost of other forms of energy production;

•the growth and development of other forms of renewable energy that are provided through the electric grid;

•climate change and the need or desire of consumers for reliable access to electric power;

•the degree of environmental consciousness of consumers;

•the performance and reliability of renewable energy products compared with conventional and non-renewable products;

•fluctuations in economic and market conditions that impact the viability of conventional and competitive alternative energy sources;

•changes in the relative cost and availability of oil, gasoline, hydroelectric power, nuclear power and wind power as sources of electric power;

•continued deregulation of the electric power industry and the broader energy industry and other developments involving government regulations;

•economic incentives promoting fuel efficiency and alternate forms of energy;

•the availability of tax and other governmental incentives to develop solar power or energy storage solutions or future regulation requiring increased use of renewable sources of energy;

•opposition to renewable energy projects in general or to our customers’ projects specifically; and

•macroeconomic factors.

All of these factors could affect the market’s willingness to adopt energy storage solutions, or could affect the length of time it takes for that demand to develop. If homeowners are unwilling, as a result of any one or more of these factors, to purchase energy storage systems, our business will suffer and we may never achieve profitability.

Even if the market for energy storage systems grows as we anticipate, if we fail to achieve broader market acceptance of our energy storage system and services, there would be an adverse impact on our ability to increase our revenue, gain market share and achieve and sustain profitability. Our ability to achieve broader market acceptance for our energy storage system and services will be impacted by a number of factors, including:

•our ability to produce energy storage systems that compete favorably against other solutions on the basis of price, quality, reliability and performance;

•our ability to timely introduce and complete new designs and timely qualify and certify our systems;

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•whether installers, asset owners and solar financing providers will adopt our energy storage solutions, which is a relatively new technology with a limited history with respect to reliability and performance;

•the ability of prospective homeowners to obtain long-term financing for solar photovoltaic (“PV”) installations on acceptable terms or at all;

•our ability to develop systems and services that comply with local standards and regulatory requirements, as well as potential in-country manufacturing requirements; and

•our ability to develop and maintain successful relationships with our customers and suppliers.

If demand for solar PV systems is less than expected or takes longer to develop than we anticipate, sales of our energy storage systems may decline and we may be unable to achieve or sustain profitability.

Our energy storage solutions are primarily installed in conjunction with solar PV systems, which provide on-site distributed power generation. As a result, our future success depends on continued demand for solar energy solutions and the ability of solar equipment vendors to meet this demand, as well as on future growth of the solar PV market. The development of solar PV systems is rapidly evolving and is highly competitive with other forms of renewable and non-renewable energy. If demand for solar PV systems fails to develop sufficiently, our business and operations could suffer and we would be unable to achieve or maintain profitability.

The viability and continued growth in demand for solar energy solutions, and in turn, our systems, may be impacted by many factors outside of our control, including:

•market acceptance of solar PV systems based on our system platform;

•cost competitiveness, reliability and performance of solar PV systems compared to conventional and non-solar renewable energy sources and products;

•availability and amount of government subsidies and incentives to support the development and deployment of solar PV and energy storage solutions;

•the extent to which the electric power industry and broader energy industries are deregulated to permit broader adoption of solar electricity generation;

•the cost and availability of key raw materials and components used in the production of solar PV systems;

•prices of traditional utility-provided energy sources;

•levels of investment by end-users of solar energy products, which tend to decrease when economic growth slows; and

•the emergence, continuance or success of, or increased government support for, other alternative energy generation technologies and products.

If demand for solar energy solutions does not grow, demand for our customers’ products as well as demand for our energy storage systems will decrease, which would have an adverse impact on our ability to increase our revenue and grow our business.

Short-term demand and supply imbalances, especially for solar PV technology, have recently caused prices for solar technology solutions to decline rapidly. Furthermore, competition in the solar industry has increased due to the emergence of lower-cost manufacturers along the entire solar value chain causing further price declines, excess inventory and oversupply. These market disruptions may continue to occur and may increase pressure to reduce prices, which could adversely affect our business and financial results.

Further, our success depends on continued and growing demand for solar energy solutions and the ability of solar equipment vendors to meet this demand. The ongoing impact of the COVID-19 pandemic is fluid and uncertain, but it has caused and may continue to cause various negative effects, including an inability to meet the

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needs of our homeowners due to supply chain constraints. The demand for solar energy solutions may continue to decrease, or at least not continue its growth relative to pre-pandemic periods and recent years, as a result of government orders associated with the COVID-19 pandemic, due to adverse worldwide economic and market conditions, or other factors. If demand for solar energy solutions decreases or does not grow, demand for our energy storage systems will decrease, which would have an adverse impact on our ability to increase our revenue and grow our business.

Risks Related to Electriq’s Business

The majority of our revenues in the years ended December 31, 2021 and 2022 and for the nine months ended September 30, 2023 were derived from a small number of customers, and one of our customers accounted for greater than 87 percent of our revenue in the year ended December 31, 2022. We expect that the majority of our revenue for the remainder of fiscal year 2023 will be derived as a result of a single relationship with a major U.S. clean-energy company in the sustainable community networks program. The loss of, or events affecting, one of our major customers or this relationship with the major U.S. clean-energy company could reduce our sales and have an adverse effect on our business, financial condition and results of operations.

We have been dependent on a relatively small number of customers for our sales, and a small number of customers have historically accounted for a material portion of our revenue. The loss of any one of our major customers, their inability to perform under their contracts or their default in payment could have a material adverse effect on our revenue and profits. For the near future, we may continue to derive a significant portion of our net sales from a small number of customers. The White-Label Provider accounted for greater than 87% of our revenue for the year ended December 31, 2022. On December 12, 2022, the White-Label Provider provided notice of its intent to terminate its contract with us, claiming that we had breached our agreement with the White-Label Provider. On May 19, 2023, we entered into a settlement agreement with the White-Label Provider, which provided for a mutual release. As part of the settlement agreement, we received all home storage systems and additional component parts of the White-Label Provider’s inventory, as the White-Label Provider has elected to exit the home storage market. In light of the settlement, we have not generated, and do not expect to generate, any future revenue in 2023 or thereafter from the contract with the White-Label Provider. However, in light of our efforts to diversify our customer base and our planned expansion into programmatic agreements with sustainable community networks focused on deploying energy storage systems in geographic concentrations, we believe that the relative significance of this agreement to our business will have limited impact in future periods.

We anticipate that a majority of our revenue for the remainder of fiscal year 2023 and beyond will be derived as a result of a single relationship with EverBright, LLC, a subsidiary of a major U.S. clean-energy company in the sustainable community networks program. We are currently in the project qualification approval, installation completion and final inspection stages of implementation for residential customers in Santa Barbara, San Luis Obispo and Ventura Counties in California. The loss of this relationship or the clean-energy company’s failure to meet the terms of our contractual relationship with them would have a material adverse effect on our business, financial condition and results of operations.

Our revenue depends on gaining new customers and purchase commitments from customers.

In order to maintain and expand our business, we must continue to develop and obtain new customers, as well as purchase commitments from existing customers. However, it is difficult to predict whether and when we will receive such orders from new or existing customers due to the lengthy process associated with developing such customers and securing such orders and the cost of customer acquisition which may be affected by factors that we do not control, such as market and economic conditions, financing arrangements, commodity prices, environmental issues and government approvals. If we are unable to develop new revenue sources and if purchase commitments from existing customers decline, our business may suffer and we may not be able to achieve or sustain profitability.

Our business is concentrated in certain markets, putting us at risk of region-specific disruptions.

As of September 30, 2023, approximately 54% of our PowerPod 2 energy storage systems were located in California. In addition, we expect much of our near-term future growth to occur in this same market, further concentrating our customer base and operational infrastructure. Accordingly, our business and results of operations

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are particularly susceptible to adverse economic, regulatory, political, weather and other conditions in California and in other markets that may become similarly concentrated. Any of these conditions, even if they occur only in one such market, could have a material adverse effect on our business, financial condition and results of operations. In addition, almost all of our current energy storage systems are located in the U.S. and its territories, which makes us particularly susceptible to adverse changes in U.S. tax and environmental laws.

We conduct business in Puerto Rico and weakness in the fiscal health of the government and the Puerto Rico Electric Power Authority (“PREPA”), the damage caused by hurricanes, a series of earthquakes that affected the island in December 2019 and early 2020 and potential tax increases that may increase our cost of conducting business in Puerto Rico, create uncertainty that may adversely impact us.

Puerto Rico is expected to be a market for our business. However, Puerto Rico has suffered from significant economic difficulties in recent years. Puerto Rico enacted certain measures that could increase the cost of solar energy systems, which could affect demand for battery storage solutions there. In 2015, the Puerto Rico government increased the sales and use tax from 7% to 11.5%. Additionally, in October 2015, Puerto Rico enacted a 4% sales tax to previously exempt business-to-business transactions. Should the current exemption expire or additional taxes be imposed, the tax increase may impose greater costs on our future and current customers, which may hinder our future origination efforts and adversely impact our business, financial condition, results of operations and future growth. Future changes in Puerto Rico tax law could affect our tax position and adversely impact our business.

While we do not currently contract directly with the Puerto Rico government or PREPA, continued weakness in the Puerto Rico economy or the failure of the Puerto Rico government to manage its fiscal challenges in an orderly manner could result in policy decisions we do not anticipate and may directly or indirectly adversely impact our business, financial condition and results of operations. In addition, it is unclear whether the selection of private concessionaires for PREPA’s transmission and distribution system and legacy generation assets may have an impact on our business. Furthermore, the continued weakness of the Puerto Rico economy may adversely impact our business and financial results.

Significant inflation could adversely affect our business and financial results.

The high rate of inflation and resulting pressures on costs and pricing of business such as ours focused on the manufacture and sale of electronics products could adversely impact our business and financial results. While inflation has created some salary pressure with our employees who wish to mitigate the impact of inflation, we have not yet suffered inflationary pressures in procurement. Overall, we do not believe that recent inflationary pressures have materially impacted our operations. However, a rise in inflation could potentially adversely affect us by increasing our operating costs, including by increasing the costs of materials, freight and labor, which have already been under pressure due to supply chain constraints, the effects of the COVID-19 pandemic and the recent shortage of chips. To mitigate the potential effects of inflation, Electriq has taken steps to ensure the availability of materials and goods at existing prices. Further, in the U.S., the Federal Reserve has responded by increasing interest rates to combat inflation; however, such increases may result in a reduced demand for our products and/or an economic downturn. In a highly inflationary environment, or any recession or economic downturn that may result, we may be unable to adjust our business in a manner that adequately addresses these challenges, and these developments could materially adversely affect our business, results of operations and financial condition.

Our business has been affected and may in the future be affected by the COVID-19 pandemic and the steps taken by the government in China to address the pandemic.

In response to the COVID-19 pandemic, governmental authorities around the world have recommended or ordered the limitation or cessation of certain business or commercial activities. The pandemic resulted in quarantines, travel restrictions, and the temporary closure of stores and business facilities in China for the first half of 2020. Moreover, China’s policy of effecting closures to avoid infections could cause a supply chain bottle neck and raw material price increases, which could adversely impact our operations.

As a large portion of our battery supply chain derives from China, to the extent that the government in China institutes or recommends further closures, we may not be able to procure certain components of our systems from

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China. As a result of the COVID-19 pandemic, our operations in China were temporarily disrupted due to the lockdown and gradually returned to normal operation beginning in the second quarter of 2020.

We plan on procuring enough inventory to suffice for three months of orders at all times, so that we can minimize our exposure to supply chain disruptions. By holding enough stock in our warehouses to supply orders for three months, our management believes that such supply would mitigate the impact of supply chain disruptions, should these occur. Furthermore, our products do not contain any special materials which would have an effect on the ability of our supplier to manufacture the product. Additionally, we have secured or are evaluating second sources for our main components both inside and outside of China as a way to diversify our supply chain, ensure production capabilities and lower costs and mitigate any potential supplier risks.

The effects of any new variants and subvariants of COVID-19 which may develop, including any actions taken by governments, could adversely affect our ability to meet scheduled system deliveries to our customers and could result in lost revenue or higher expenses and would harm our business.

We depend on a limited number of suppliers for key components and systems. This reliance on third parties increases the risk that necessary components of our systems may not be delivered according to our schedule and at prices, quality levels and volumes acceptable to us.

We depend on sole-source and limited-source suppliers for key components of our systems, such as our inverters and lithium iron phosphate batteries. Any of the sole-source and limited-source suppliers upon whom we rely could experience quality and reliability issues, stop producing our components, cease operations or be acquired by, or enter into exclusive arrangements with, our competitors. We generally do not have long-term supply agreements with our suppliers, and our purchase volumes may currently be too low for us to be considered a priority customer by most of our suppliers. As a result, most of these suppliers could stop selling to us at commercially reasonable prices, or at all. Although to date, we have not identified any trends, nor experienced any major disruptions or delays, related to manufacturing costs or the availability of components supplied to us by our suppliers, any significant unanticipated demand would require us to procure additional components in a short amount of time. Any such quality or reliability issue, or interruption, delay or unanticipated demand may force us to seek similar components or products from alternative sources, which may not be available on commercially reasonable terms, or at all. Although we believe supplies are generally available from other suppliers on commercial terms, in the event that we have any quality, delivery or other problems with our existing suppliers or in the event that we are not otherwise able to purchase component from our current suppliers, it may be more difficult for us to find alternative suppliers, particularly those with whom we do not have an existing supply relationship. The failure to find alternate suppliers could materially affect our ability to procure key components and systems. Further, because suppliers may have a limited operating history and limited financial resources, we may not be able obtain an adequate remedy in the event that the suppliers are unable to meet their contractual obligations to us. Switching suppliers could also expose us to risk that components would not be delivered at quality levels and volumes acceptable to us and may require that we redesign our systems to accommodate new components, and may potentially require us to re-certify our systems, which would be costly and time-consuming. Any interruption in the quality or supply of sole-source or limited-source components for our systems would adversely affect our ability to meet scheduled system deliveries to our customers and could result in lost revenue or higher expenses and would harm our business.

Risks related to disruption in the supply chain of components to our system could in the future adversely impact our ability to produce and deliver products.

We must manage our supply chain for key components for our system. Supply chain fragmentation and local protectionism within China further complicate supply chain disruption risks. In addition, profitability and volume were negatively impacted by limitations inherent within the supply chain, including competition for key components, shipping delays and governmental actions, including facility and port shutdowns. While we have experienced such events, we are unable to quantify the impact of any of these factors on our business. Any of these occurrences or reoccurrences could cause significant disruptions to our supply chain, assembly capability and distribution system that could adversely impact our ability to produce and deliver products.

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We may experience delays or other complications in the design, launch and production ramp of our energy storage systems which could harm our brand, business, prospects, financial condition and operating results.

Our system design and development are complex and require technological expertise. We may encounter unanticipated challenges, such as supply chain or logistics constraints or delays by suppliers in manufacturing our components, that could lead to delays in producing and ramping our energy storage systems. There is no assurance that our suppliers will ultimately be able to meet our cost, quality and volume needs, or do so at the times needed. Any significant delay or other complication in the production of components by our suppliers or in the assembly of our systems or the development, assembly and production ramp of our future products, including complications associated with expanding our component acquisition and assembly capacity and supply chain or obtaining or maintaining regulatory approvals and/or COVID-19 pandemic impacts, could materially damage our brand, business, prospects, financial condition and operating results.

Any change in our processes could cause one or more assembly errors, requiring a temporary suspension or delay in our assembly process until the errors can be researched, identified and properly addressed and rectified. This may occur particularly as we introduce new products, modify our engineering and assembly techniques and/or expand our capacity. If we are unable to accurately match the timing and quantities of component purchases to our actual needs or successfully implement inventory management and other systems to accommodate the increased complexity in our supply chain, we may incur production disruption, storage, transportation and write-off costs. In addition, our failure to maintain appropriate quality assurance processes could result in increased system failures, loss of customers, increased warranty reserve or increased assembly and logistics costs and delays. Any of these developments could have a material adverse effect on our business, financial condition and results of operations.

A disruption could also occur in one of our suppliers’ facilities due to any number of reasons, such as equipment failure, contaminated materials, COVID-19 pandemic impacts or process deviations, which could adversely impact manufacturing yields or delay product shipments. As a result, we could incur additional costs that would adversely affect our gross profit, and system shipments to our customers could be delayed beyond the schedules requested, which would negatively affect our revenue, competitive position and reputation.

Additionally, assembly yields depend on a number of factors, including the stability of the system design and the quality and consistency of component parts. Capacity constraints, raw materials shortages, logistics issues, labor shortages and changes in customer requirements, assembly facilities or processes have historically caused, and may in the future cause, reduced assembly yields, negatively impacting the gross profit on, and our production capacity for, those products. Moreover, an increase in the rejection and rework rate of products during the quality control process before, during or after assembly would result in our experiencing decreased production capacity and lower gross profit. Furthermore, counterfeit parts in our supply chain have been and continue to be a concern, since any counterfeit part can be a lower quality product, which may affect our system reliability.

Component shortages have required us and may continue to require us to incur expedited shipping costs to meet delivery schedules, which impacts our revenue and gross profit.

If our energy storage systems fail to perform as expected, fail to work seamlessly with solar PV systems or fail to meet our customers’ expectations or needs, our reputation could be harmed and our ability to develop, market and sell our products and services could be harmed.

If our energy storage systems were to contain defects in design and assembly that cause them not to perform as expected or that require repair or take longer than expected to become enabled or are legally restricted, our ability to market and sell our products and services could be harmed. While we intend to perform internal testing on the systems we assemble, as a start-up company, we currently have no reliable frame of reference by which to evaluate detailed long-term quality, reliability, durability and performance characteristics of our battery packs, inverters and energy storage systems. There can be no assurance that we will be able to detect and fix any defects in our systems prior to their sale to or installation for consumers. Any product defects, delays or legal restrictions on system features, or other failure of our systems to perform as expected, could harm our reputation and result in delivery delays, system recalls, system liability claims and significant warranty and other expenses and could have a material adverse impact on our business, financial condition, operating results and prospects.

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While we believe that lithium iron phosphate batteries are safer than alternatives as they do not, in general, ignite or explode, there are risks associated with lithium iron phosphate batteries. On extremely rare occasions, if the structural integrity of the battery is compromised, or if the battery is damaged, fire or explosion can result. That type of adverse event could subject us to lawsuits, product recalls or redesign efforts, any of which would be time consuming and expensive. Also, negative public perceptions regarding the suitability of lithium iron phosphate batteries for energy applications or any future incident involving lithium iron phosphate batteries, such as a plant, vehicle or other fire, even if such incident does not involve hardware provided by us, could adversely affect our business and reputation.

Our energy storage systems may also generate less value for users than expected. These risks include a failure or wearing out of hardware; an inability to find suitable replacement equipment or parts; less than expected supply of electricity; and faster than expected diminishment of such electricity supply. Any extended interruption or failure of our systems for any reason to generate the expected amount of cost savings could adversely affect our business, financial condition and results of operations. In addition, there has been in the past, and may be in the future, an adverse impact on our customers’ willingness to continue to procure additional hardware and software-enabled services from us if any of our customer’s projects incur operational issues that indicate expected future energy cost reductions from the system are less than the system’s cost. Any such outcome could adversely affect our operating results or ability to continue to grow our sales volume or to increase sales to existing customers or new customers.

Our energy storage systems are designed to provide users with an integrated, easy-to-use experience. To accomplish this, we have developed proprietary software that is designed to work seamlessly with solar, the grid and home energy management systems. This software, which is accessible through desktop, tablet and mobile apps, enables active monitoring of energy utilization and dynamic response to grid pricing to permit users to avoid high retail electricity pricing associated with time of use rates. The app provides the user with multiple modes of operation. Our software also includes open Automated Demand Response, which allows the energy storage systems to participate in energy markets and to secure the revenue from such market participation. However, if our software fails to work seamlessly with our energy storage systems, does not provide the ease of use that we intend or does not allow homeowners to secure revenue from participation in energy markets, our sales, operations and financial results could be adversely affected.

If we fail to manage our growth effectively, we may not be able to develop, market and sell our hardware and software-enabled services successfully.

We have recently experienced rapid growth and expansion of our operations, and we intend to expand our operations significantly. This growth has placed, and any future growth may place, a significant strain on our management and on our operational and financial infrastructure. In particular, we will be required to expand, train and manage our growing employee based and scale and otherwise improve our IT infrastructure in tandem with that headcount growth. Our management will also be required to maintain and expand our relationships with customers, suppliers, channel partners and other third parties and attract new customers and suppliers, as well as manage multiple geographic locations. Our current and planned operations, personnel, IT and other systems and procedures might be inadequate to support our future growth and may require us to make additional unanticipated investment in our infrastructure. Due to our limited financial resources and our limited experience in managing a larger public company, we may not be able to effectively manage the expansion of our operations or recruit and train additional qualified personnel. Our planned growth and any potential increase in the number of our strategic relationships or physical expansion of our operations may lead to significant costs and may and place additional strain on our managerial, operational and financial resources and systems. Our success and ability to further scale our business will depend, in part, on our ability to manage these changes in a cost-effective and efficient manner. This may be particularly complicated by factors such as:

•our limited operating history at current scale;

•our historical and anticipated near-term lack of profitability;

•prices for electricity in particular markets;

•competition from alternate sources of energy;

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•the size of our expansion plans in comparison to our existing capital base and the scope and history of operations; and

•the availability and amount of incentives, credits, subsidies or other programs to promote installation of energy storage systems.

Several of these factors are largely outside our control. Any failure to manage our growth effectively could delay the execution of our development and strategic objectives, disrupt our operations and materially and adversely affect our business, financial condition and operating results.

Our growth depends in part on the success of our relationships with third parties.

We rely on third parties to install our energy storage systems. We currently work with a limited number of such third parties, which has impacted and may continue to impact our ability to facilitate installations as planned. The timeliness, thoroughness and quality of the installation-related services performed by third parties may not meet our expectations or standards and in the future may not meet our expectations and standards and it may be difficult to find third parties that meet our standards at a competitive cost.

In addition, a key component of our growth strategy is to develop or expand our relationships with third parties while retaining existing partners. For example, we are investing resources in establishing strategic partnerships, including with large renewable project developers, to generate new customers. Negotiating relationships with our partners, investing in due diligence efforts with potential partners, training such third parties and monitoring them for compliance with our standards require significant time and resources and may present risks and challenges. These programs may not roll out as quickly as planned or produce the results we anticipated. If we are unsuccessful in establishing or maintaining our relationships with these third parties, our ability to grow our business and address our market opportunity could be impaired. Even if we are able to establish and maintain these relationships, we may not be able to execute on our goal of leveraging these relationships to meaningfully expand our business, brand recognition and customer base. Failure to do so would limit our growth potential and our opportunities to generate significant additional revenue or cash flows.

In addition, we offer technical support services with our hardware and software-enabled services. Homeowners depend on these technical support services to resolve any technical issues relating to our hardware and software-enabled services. We also may be unable to modify the format of our support services to compete with changes in support services provided by competitors. It is difficult to predict demand for technical support services and, if demand increases significantly, we may be unable to provide satisfactory support services to our customers. Any failure to meet such guarantees or to maintain high-quality and highly-responsive technical support, or a market perception that we do not maintain high-quality and highly-responsive support, could adversely affect our reputation, our ability to sell our products to existing and prospective customers, and our business, financial condition, and results of operations.

We rely primarily on providers of solar financing, installers and distributors, as well as on partners in our sustainable community networks program, to assist in selling our systems to homeowners, and our objective is to develop partnerships with municipalities, community choice aggregators and sustainable solutions developers. If we fail to develop those partnerships, or if these third parties fail to perform at the expected level, or at all, our business and financial results would suffer.

We sell our energy storage systems primarily through direct sales to solar equipment installers and developers of third-party solar finance offerings as well as through distributors. We also rely on municipalities with which we partner in our sustainable community networks program to assist in the sales of our energy storage systems. Our business plan involves developing partnerships with municipalities (such as through our sustainable community networks program), community choice aggregators and sustainable solutions developers. Through these partnerships, we can market our energy storage systems to dense geographic groups of homeowners, which facilitates our ability to develop Virtual Power Plants. Developing partnerships with municipalities, community choice aggregators and sustainable solutions developers is a large part of our long-term strategic plan. If we fail to develop those partnerships, our business and financial results would suffer. We generally do not have exclusive arrangements with these third parties. As a result, many of our customers also may use or market and sell products

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from our competitors, which may reduce our sales. Our partners may generally terminate their relationships with us at any time, or with short notice. Our partners and distributors may fail to devote resources necessary to sell our products at the prices, in the volumes and within the time frames that we expect, or may focus their marketing and sales efforts on products of our competitors. Participants in the solar industry are becoming increasingly focused on vertical integration of the solar financing and installation process, which may lead to an overall reduction in the number of potential parties who may purchase and install our energy storage systems.

In addition, while we provide our distributors and installers with training and other programs, including accreditations and certifications, these programs may not be effective or utilized consistently. Moreover, new partners may require extensive training and may take significant time and resources to achieve productivity. Our partners may subject us to lawsuits, potential liability and reputational harm if, for example, any of our partners misrepresent the functionality of our platform or systems to homeowners, fail to perform services to the homeowners’ expectations or violate laws or our policies. In addition, our partners may utilize our platform to develop products and services that could potentially compete with systems and services that we offer currently or in the future.

Concerns over competitive matters or intellectual property ownership could constrain the growth and development of these partnerships or result in the termination of one or more partnerships. If we fail to effectively manage and grow our network of partners, or properly monitor the quality and efficacy of their service delivery, our ability to sell our systems and efficiently provide our services may be impacted, and our operating results may be harmed.

Our future performance depends on our ability to effectively manage our relationships with our existing partners, as well as to attract additional partners that will be able to market and support our products effectively, especially in markets in which we have not previously distributed our products. Termination of agreements with current partners, failure by partners to perform as expected or failure by us to cultivate new partner relationships could hinder our ability to expand our operations and harm our revenue and operating results.

Our hardware and software-enabled services involve a lengthy sales cycle, and if we fail to close sales on a regular and timely basis it could adversely affect our business, financial condition and results of operations.

Our sales cycle is typically nine (9) to eighteen (18) months for our hardware and software-enabled services, but can vary considerably. Because we expect that a large portion of our sales will be through our sustainable community networks program and other distributors and intermediaries, we must first reach agreements with those entities. In the case of our sustainable community networks program, we must also reach agreements with project finance firms. In addition, in order to reach an agreement with an individual homeowner regarding sale or installation of an energy storage system, we must typically provide a significant level of education to that homeowner regarding the use and benefits of that system, including our hardware and software-enabled services. This lengthy sales and installation cycle is subject to a number of significant risks over which we have little or no control. Because of both the long sales and installation cycles, we may expend significant resources without having certainty of reaching an agreement with a potential partner generating a sale.

These lengthy sales and installation cycles increase the risk that homeowners may fail to satisfy their payment obligations, cancel orders before the completion of the transaction or delay the planned date for installation. Cancellation rates may be impacted by factors outside of our control, including an inability to install an energy storage system at the chosen location because of permitting or other regulatory issues, unanticipated changes in the cost or availability of alternative sources of electricity available to the homeowner or other reasons unique to each homeowner. Our operating expenses are based on anticipated partnerships and the resulting sales and installation levels, and many of our expenses are fixed. If we are unsuccessful in establishing partnerships closing sales or installation agreements and Power Purchase Agreements after expending significant resources or if we experience delays or cancellations, our business, financial condition and results of operations could be adversely affected.

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As part of our sustainable community networks program, homeowners enter into long-term PPAs. We receive revenue from PPAs during the term of the agreement. If homeowners default on their PPAs, our business and financial results could be adversely affected.

Homeowners who participate in our sustainable community networks program through a participating municipality acquire our energy management system with no upfront cost to them. Instead, funding for installations as part of a sustainable community networks program is obtained through project finance companies that can utilize certain incentives and tax credits to achieve their desired risk-adjusted returns.

In exchange for agreeing to install energy storage systems in their residence, homeowners who participate in a sustainable community networks program will enter into long-term PPAs with us. A PPA establishes a price for that homeowner’s electricity that is designed to be below the existing electricity rate from the grid provider and that is designed to increase annually at a fixed rate, not a variable rate.

We act as the developer for sustainable community networks projects, and we retain the rights to use energy storage systems within the project for demand response at the grid provider’s request. We also receive recurring revenue from the associated PPA with each homeowner. However, if homeowners default on their PPAs, we might not receive that recurring revenue. In addition, if homeowners reduce their electricity usage below anticipated levels, we would not receive the same amount of revenue in connection with that sustainable community networks project as we had anticipated. In either case, our business and financial results could be adversely affected.

A significant portion of our purchased components are sourced in a small number of foreign countries, exposing us to additional risks that might not exist if our suppliers were more geographically diversified or were located in the United States. The interruption of the flow of components and materials from international vendors could disrupt our supply chain, including as a result of the imposition of additional duties, tariffs and other charges on imports and exports.

We purchase our components and materials outside of the United States through arrangements with various vendors, and we have could experience delays in obtaining these components and materials as a result of the recent COVID-19 pandemic or for other reasons. Political, social or economic instability in these regions, or in other regions where our products are made, could cause future disruptions in trade. Actions in various countries have created uncertainty with respect to tariff impacts on the costs of some of our components and materials. The degree of our exposure is dependent on (among other things) the type of components or materials, rates imposed and timing of the tariffs. Other events that could also cause disruptions to our supply chain include:

•the imposition of additional trade law provisions or regulations;

•the imposition of additional duties, tariffs and other charges on imports and exports;

•quotas imposed by bilateral trade agreements;

•foreign currency fluctuations;

•logistics and shipping constraints;

•natural disasters;

•public health issues and epidemic diseases, their effects (including any disruptions they may cause) or the perception of their effects;

•theft;

•restrictions on the transfer of funds;

•the financial instability or bankruptcy of vendors; and

•significant labor disputes, such as dock strikes.

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In particular, if the U.S. dollar were to depreciate significantly against the currencies in which we purchase components from foreign suppliers, our cost of goods sold could increase materially, which would adversely affect our results of operations. In addition, we are experiencing higher logistics costs due to the current challenging supply chain environment. We cannot predict whether the countries in which our components and materials are sourced, or may be sourced in the future, will be subject to new or additional trade restrictions imposed by the United States or other foreign governments, including the likelihood, type or effect of any such restrictions. Trade restrictions, including new or increased tariffs or quotas, border taxes, embargoes, safeguards and customs restrictions against certain components and materials, as well as labor strikes and work stoppages or boycotts, could increase the cost or reduce or delay the supply of components and materials available to us and adversely affect our business, financial condition or results of operations.

Because many of our key suppliers are located in China, we are exposed to particular risks relating to the possibility of product supply disruption and increased costs in the event of changes in the policies, laws, rules and regulations of the United States or Chinese governments, as well as political unrest or unstable economic conditions in China. For example, trade tensions between the United States and China have been escalating in recent years. Most notably, several rounds of U.S. tariffs have been placed on Chinese goods being exported to the United States. Each of these U.S. tariff impositions against Chinese exports was followed by a round of retaliatory Chinese tariffs on U.S. exports to China. The components of our energy storage systems that we purchase from China have been, and may in the future be, subject to these tariffs, which could increase our supply costs and could make our products, if successfully developed and approved, less competitive than those of our competitors whose inputs are not subject to these tariffs.

We primarily rely on Google Cloud Platform (“GCP”) to deliver our services to users on our back office platform, and any disruption of or interference with our use of GCP could adversely affect our business, financial condition and results of operations.

We currently host our back office platform and support our energy storage network operations on one or more datacenters provided by GCP, a third-party provider of cloud infrastructure services. We do not have control over the operations of the facilities of GCP that we use. GCP’s facilities are vulnerable to damage or interruption from natural disasters, cybersecurity attacks, terrorist attacks, power outages and similar events or acts of misconduct. Our back office platform’s continuing and uninterrupted performance is critical to our success. We have experienced, and expect that in the future we will experience, interruptions, delays, and outages in service and availability from time to time due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions and capacity constraints. In addition, any changes in GCP’s service levels may adversely affect our ability to meet the requirements of users on our back office platform. Since our back office platform’s continuing and uninterrupted performance is critical to our success, sustained or repeated system failures would reduce the attractiveness of our hardware and software-enabled services to customers and homeowners. It may become increasingly difficult to maintain and improve our performance, as we expand and our energy storage network grows, increasing customer and homeowner reliance on the back office platform. Any negative publicity arising from any disruptions to GCP’s facilities, and as a result, our back office platform could adversely affect our reputation and brand and may adversely affect the usage of our hardware and software-enabled services. Any of the above circumstances or events may adversely affect our reputation and brand, reduce the availability or usage of our hardware and software-enabled services, lead to a significant short-term loss of revenue, increase our costs and impair our ability to attract new users, any of which could adversely affect our business, financial condition and results of operations. Our commercial agreement with GCP will remain in effect until terminated by GCP or us. GCP may terminate the agreement for convenience by providing us at least thirty (30) days’ advance notice. GCP may also terminate the agreement for cause upon a material breach of the agreement, subject to GCP providing prior written notice and a 30-day cure period, and may in some cases terminate the agreement immediately for cause upon written notice. In the event that our agreement with GCP is terminated, we may experience significant costs or downtime in connection with the transfer to a new cloud infrastructure service provider.

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Severe weather events, including the effects of climate change, are inherently unpredictable and may have a material adverse effect on our financial results and financial condition.

Our business, including our customers and suppliers, may be exposed to severe weather events and natural disasters, such as tornadoes, tsunamis, tropical storms (including hurricanes), earthquakes, windstorms, hailstorms, severe thunderstorms, wildfires and other fires, which could cause operating results to vary significantly from one period to the next. We may incur losses in our business in excess of: (1) those experienced in prior years, (2) the average expected level used in pricing or (3) current insurance coverage limits. The incidence and severity of severe weather conditions and other natural disasters are inherently unpredictable. Climate change may affect the occurrence of certain natural events, such as an increase in the frequency or severity of wind and thunderstorm events, and tornado or hailstorm events due to increased convection in the atmosphere; more frequent wildfires and subsequent landslides in certain geographies; higher incidence of deluge flooding; and the potential for an increase in severity of the hurricane events due to higher sea surface temperatures. Additionally, climate change may adversely impact the demand, price and availability of insurance. Due to significant variability associated with future changing climate conditions, we are unable to predict the impact climate change will have on our business.

Risks Related to Electriq’s Products and Software-Enabled Services

Our systems and technology could have undetected defects, errors or bugs in hardware or software which could reduce market adoption, damage our reputation with current or prospective customers and/or expose us to product liability and other claims that could materially and adversely affect our business.

We may be subject to claims that our hardware and software-enabled services have malfunctioned, and persons were injured or purported to be injured. Any insurance that we carry may not be sufficient or it may not apply to all situations. Similarly, to the extent that such malfunctions are related to components obtained from third party vendors, such vendors may not assume responsibility for such malfunctions. In addition, our customers could be subjected to claims as a result of such incidents and may bring legal claims against us to attempt to hold us liable. Any of these events could adversely affect our brand, relationships with customers, operating results or financial condition.

Furthermore, our system and technology platform are complex and developed by employees with various components of hardware and software sourced from third parties. Our system and software could contain undetected defects or errors, and our installation and construction work may contain workmanship errors. We are continuing to evolve the features and functionality of our products and technology platform through updates and enhancements, and as we do, we may introduce additional defects or errors that may not be detected until after deployment to customers through our hardware. In addition, if our hardware and software-enabled services, including any updates or patches, are not implemented or used correctly or as intended, inadequate performance, data breaches and disruptions in service may result. Our risks in this area are particularly pronounced given that we have only recently begun to deliver energy storage systems.

Any defects or errors in system or services offerings, or the perception of such defects or errors, or other performance problems could result in any of the following, each of which could adversely affect our business, financial condition, and results of operations:

•expenditure of significant financial and system development resources, including recalls, in efforts to analyze, correct, eliminate or work around errors or defects;

•loss of existing or potential customers or partners;

•interruptions or delays in sales;

•delayed or lost revenue;

•delay or failure to attain market acceptance;

•delay in the development or release of new functionality or improvements;

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•negative publicity and reputational harm;

•sales credits or refunds;

•security vulnerabilities, data breaches and exposure of confidential or proprietary information;

•diversion of development and customer service resources;

•breach of warranty claims;

•legal claims under applicable laws, rules and regulations; and

•the expense and risk of litigation.

Although we have contractual protections, such as warranty disclaimers and limitation of liability provisions, in many of our agreements with customers, resellers and other business partners, such protections may not be uniformly implemented in all contracts and, where implemented, may not fully or effectively protect from claims by customers, resellers, business partners or other third parties. Any insurance coverage or indemnification obligations of suppliers may not adequately cover all such claims or may cover only a portion of such claims. A successful product liability, system warranty or other similar claim could have an adverse effect on our business, liquidity, financial condition and operating results. In addition, even claims that ultimately are unsuccessful could result in expenditure of funds in litigation, divert management’s time and other resources and cause reputational harm. The occurrence of any of these events could have material adverse effect on our brand, business, prospects and operating results.

Our PowerPod 2 energy storage system is designed to be modular and easy to install. If installers find that installation is more difficult than they expected, our business could be harmed.

Our PowerPod 2 energy storage system, which stores energy from solar PV systems or from the electrical grid, is designed to be modular, with each component installed separately, so that a homeowner can adjust the size of their energy storage system to fit the size of their home and their individualized need. The PowerPod 2 energy storage system is also designed for easy installation of the modular components; the hardware can be installed by a single installer, and installers have access to a software application that guides them step by step through the installation process. However, if installers find that the installation process is more difficult or more time-consuming than they expected, our business could be harmed.

Compromises, interruptions or shutdowns of our systems, including those managed by third parties, whether intentional or inadvertent, could lead to delays in our business operations and, if significant or extreme, affect our results of operations.

From time to time, our systems require modifications and updates, including by adding new hardware, software and applications; maintaining, updating or replacing legacy programs; and integrating new service providers and adding enhanced or new functionality. Although we are actively selecting systems and vendors and implementing procedures to enable us to maintain the integrity of our systems when we modify them, there are inherent risks associated with modifying or replacing systems, and with new or changed relationships, including accurately capturing and maintaining data, realizing the expected benefit of the change and managing the potential disruption of the operation of the systems as the changes are implemented. Potential issues associated with implementation of these technology initiatives could reduce the efficiency of our operations in the short term. The efficient operation and successful growth of our business depends upon our information technology systems. The failure of our information technology systems and the third-party systems we rely on to perform as designed, or our failure to implement and operate them effectively, could disrupt our business or subject us to liability and thereby have a material adverse effect on our business, financial condition, operations and prospects.

Potential tariffs or a global trade war could increase the cost of our products.

The imposition of tariffs on goods from foreign countries could increase the cost of acquisition of our products. In 2019, the Trump Administration announced tariffs on goods imported from China in connection with China’s

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intellectual property practices. Our products depend on materials from China, namely inverters and batteries, which are the main components of our products. Currently and in the past, the tariff rate for our imports has generally been 10.9%. To date, the Biden Administration has made no significant changes to these Chinese tariffs. We cannot predict what actions may ultimately be taken with respect to tariffs or trade relations between the United States and China, now or in the future. Tariffs, the adoption and expansion of trade restrictions, the occurrence of a trade war or other governmental action related to tariffs, trade agreements or related policies have the potential to adversely impact our supply chain and access to equipment, our costs and our product margins. Any such cost increases or decreases in availability could slow our growth and cause our financial results and operational metrics to suffer.

The manufacturing and packaging processes used by our battery suppliers depend on raw materials such as lithium, copper, aluminum, graphite, silicon and petroleum-based products. The prices for these materials fluctuate, and their available supply may be unstable, depending on market conditions and global demand for these materials, including as a result of increased production of energy storage systems by our competitors, and could adversely affect our business and operating results. For instance, we are exposed to multiple risks relating to the supply of inverters and lithium iron phosphate batteries. These risks include:

•an increase in the cost, or decrease in the available supply, of materials used;

•disruption in the supply of cells due to quality issues or recalls by manufacturers;

•tariffs on the products we source from foreign countries, including China, which make up a significant amount of the materials we require; and

•fluctuations in the value of foreign currencies against the U.S. dollar, to the extent that our purchases for components for our energy storage systems may be denominated in such foreign currencies.

Our business is dependent on the continued supply of inverters and lithium iron phosphate batteries used in our energy storage systems. Any disruption in the supply of inverters or batteries could disrupt production of our energy storage systems. Our contracts are currently denominated in U.S. dollars but might in the future be denominated in one or more foreign currencies. Substantial increases in the prices for our materials or prices charged to us would increase our operating costs, and could reduce our margins if we cannot recoup the increased costs through increased prices. Any attempts to increase prices in response to increased material costs could result in cancellations of orders for our energy storage systems and therefore materially and adversely affect our reputation, business, prospects and operating results.

In addition, from time to time, our suppliers may need to reject raw materials that do not meet our specifications, resulting in potential delays or declines in output. Furthermore, problems with raw materials may give rise to compatibility or performance issues in our products, which could lead to an increase in system warranty claims. Errors or defects may arise from raw materials supplied by third parties that are beyond our detection or control, which could lead to additional system warranty claims that may adversely affect our business and results of operations.

We may be unable to meet our energy storage system assembly plans and delivery plans, which could harm our business and prospects.

Our plans call for achieving and sustaining significant increases in energy storage systems assembly and deliveries. Our ability to achieve these plans will depend upon a number of factors, including our ability to utilize installed assembly capacity, achieve the planned assembly yield and further increase capacity as planned while maintaining our desired quality levels and optimize design and assembly changes, and our suppliers’ ability to support our needs. If we are unable to realize our plans, our brand, business, prospects, financial condition and operating results could be materially damaged.

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Our customer relationships, business, financial results and reputation may be adversely impacted due to events and incidents relating to storage, delivery, installation, operation and maintenance of our energy storage systems.

Our customer relationships, business, financial results and reputation may be adversely impacted due to events and incidents relating to storage, delivery, installation, operation and maintenance of our energy storage systems, including events and incidents outside of our control. We are subject to various risks as a result of the size, weight and sophisticated nature of our energy storage systems, including exposure to production, delivery, supply chain, inventory, installation and maintenance issues. Such issues may result in financial losses, including losses resulting from our failure to deliver or install our energy storage systems on a contractually agreed timeframe, or losses resulting from agreed warranty or indemnity terms. Furthermore, issues and incidents involving our customers or their facilities at which our energy storage systems are located, whether or not attributable to our energy storage systems, may have an adverse effect on our reputation and customer relationships. Any of these developments could have a material adverse effect on our business, financial condition and results of operations.

If our estimates of useful life for our energy storage systems and related hardware and software-enabled services are inaccurate or if our component suppliers do not meet service and performance warranties and guarantees, our business and financial results could be adversely affected.

We sell hardware and software-enabled services to our customers. Our software-enabled services are essential to the operation of these hardware products. Our pricing of services contracts is based upon the value we expect to deliver to homeowners, including considerations such as the useful life of the energy storage product and prevailing electricity prices. However, our lithium iron phosphate batteries could experience unexpected and premature loss of capacity. While we believe that lithium iron phosphate cells are less susceptible than alternatives to degradation of their useful life, overvoltage can affect a lithium iron phosphate battery’s useful life. The temperature of the surrounding environment can also affect a lithium iron phosphate’s durability and performance. We also provide warranties and guarantees covering the efficiency and performance of certain of our products and digital applications. We do not have a long history with a large number of field deployments, and our estimates of the useful lives of our products may prove to be incorrect. Failure to meet these performance warranties and guarantee levels may require us to refund our service contract payments to the customer. The need to take such actions could have a material adverse effect on our business, financial condition and results of operations. In addition, if the useful life of our products is less than expected, potential customers may decline to buy our product, which would harm our business.

The economic benefit to homeowners of our energy storage systems depends on the cost of electricity available from alternative sources, including local electric utility companies, which cost structure is subject to change. A material reduction in the retail price of electricity charged by electric utilities or other retail electricity providers or a change in utility pricing structures could harm our business, financial condition and results of operations.

The economic benefit of our energy storage systems to homeowners includes, among other things, the benefit of reducing such homeowner’s payments to the local electric utility company. The rates at which electricity is available from a homeowner’s local electric utility company are subject to change and any changes in such rates may affect the relative benefits of our energy storage systems. Further, the local electric utility may impose “departing load,” “standby” or other charges on our customers, the amounts of which are outside of our control and which may have a material impact on the economic benefit of our solar and energy storage systems to homeowners. Changes in the rates offered by local electric utilities and/or in the applicability or amounts of charges and other fees imposed by such utilities on homeowners acquiring our energy storage systems could adversely affect the demand for and energy storage systems.

Decreases in the retail price of electricity from electric utilities or from other retail electric providers, including other renewable energy sources such as larger-scale solar energy systems, could make our offerings less economically attractive. The price of electricity from utilities could decrease as a result of:

•the construction of a significant number of new power generation plants, whether generated by natural gas, nuclear power, coal or renewable energy;

•the construction of additional electric transmission and distribution lines;

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•a reduction in the price of natural gas or other natural resources as a result of increased supply due to new drilling techniques or other technological developments, a relaxation of associated regulatory standards or broader economic or policy developments;

•less demand for electricity due to energy conservation technologies and public initiatives to reduce electricity consumption or to recessionary economic conditions; and

•development of competing energy technologies that provide less expensive energy.

Our systems are often installed in conjunction with solar energy systems, and the electricity generated by such solar energy systems is stored in our energy storage systems. A reduction in electric utilities’ rates or changes to peak hour pricing policies or rate design (such as the adoption of a fixed or flat rate) could make our energy storage systems less competitive with the price of electricity from the electrical grid. Moreover, if the cost of energy available from electric utilities or other providers were to decrease relative to solar energy generated from residential solar energy systems or if similar events impacting the economics of our offerings were to occur, we might have difficulty attracting new customers or existing customers might default or seek to terminate, cancel or otherwise avoid their agreements with us. For example, large utilities in California have started transitioning customers to time-of-use rates and also have adopted a shift in the peak period for time-of-use rates to later in the day. Unless grandfathered under a different rate, homeowners with solar energy systems are required to take service under time-of-use rates with the later peak period. Any changes to utility rates that would make solar energy systems less competitive could also make our offerings less competitive.

Improvements in the electrical grid that reduce the frequency or risk of service outages could reduce the demand for our energy storage systems.

One of the benefits of our energy storage systems is the ability for a homeowner to obtain electrical power when service through the electrical grid is unavailable, either as a result of a grid malfunction or service outage or after a natural disaster, such as a hurricane or an earthquake. Part of the demand for our product is based on the weaknesses of a strained electrical grid. Electrical utilities are constantly seeking to upgrade or harden the electrical grid, such as by strengthening or burying power distribution lines, in order to reduce service outages that result from malfunctions and to ensure the continued availability of electrical service through the grid in the event of adverse events. Improvements in the reliability of the electrical grid could reduce the demand for our energy storage systems, and thus could have a material adverse effect on our business, financial condition and results of operations.

The execution of our growth strategy is dependent upon the continued availability of third party financing arrangements for some of our projects, which is affected by general economic conditions and other factors. We expect to rely on project finance capital to fund the purchase and installation of our solar and energy storage systems in the sustainable community networks market, and that funding may be unavailable or expensive.

Our growth strategy depends on third party financing arrangements. We expect to rely on project finance capital to fund the purchase and installation of our solar and energy storage systems in the sustainable community networks market. Our failure to obtain funding commitments in an amount needed to fund projected volume, or failure to identify new capital providers or to renew existing providers on favorable economic terms, could have a material adverse impact on our business, results of operations, cash flows and financial condition.

Many homeowners depend on financing to fund the initial capital expenditure required to purchase our products and services. As a result, an increase in interest rates or a reduction in the supply of project debt or tax equity financing could reduce the number of customer projects that receive financing or otherwise make it difficult for our customers or homeowners to secure the financing necessary to construct a renewable energy system on favorable terms or at all, and thus lower demand for our products, which could limit our growth or reduce our net sales.

Global economic conditions, including conditions that may make it more difficult or expensive for us to access credit and liquidity, could materially and adversely affect our business and financial results. Credit markets are unpredictable and, if they become more challenging, we may be unable to obtain project financing for our systems, homeowners may be unable or unwilling to finance the cost of our systems, we may have difficulties in reaching agreements with financiers to finance the installation of our products or the parties that have historically provided

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this financing may cease to do so, or only do so on terms that are substantially less favorable for us or homeowners, any of which could materially and adversely affect our revenue and growth in our business.

The availability of financing depends on many factors, including market conditions, tax rates, the demand for and supply of solar projects and resulting risks of refinancing or disposing of such projects. It also depends in part on government incentives, such as tax incentives and tax credits that may be available to project finance companies. An increase in interest rates could lower an investor’s return on investment, make securing the financing necessary to install an energy storage system more difficult, increase equity requirements or make alternative investments more attractive relative to our products and services and, in each case, could cause homeowners to seek alternative investments. The lack of project financing, due to tighter credit markets or other reasons, could delay the installation of our systems, thus reducing our revenues from the sale of such systems, and that funding may be unavailable or expensive.

To date, we do not believe that increases in interest rates have had a material effect on our business, and we do not believe that we have experienced lower demand for our products due to the inability of customers to receive financing to purchase our products as a result of increased interest rates. However, rising interest rates may have a greater impact on our business and our operations in the future. In particular, our planned expansion into programmatic agreements with renewable project developers or homebuilders focused on deploying energy storage systems in geographic concentrations could be materially impacted by rising interest rates, because these projects are focused on installations at affordable price points and rising interest rates could reduce the affordability of installation of our products. Our planned expansion in sustainable community networks could also be harmed by rising interest rates, because those projects depend on partnership with renewable project finance companies, and those project finance companies may not be able to achieve their desired return in an environment of rising interest rates.

There can be no assurance that we will be able to continue to successfully access capital in a manner that supports the growth of our business. Certain sources of capital may not be available in the future and competition for any available funding may increase. If project finance companies do not continue to receive incentives and tax credits, they may not be able to achieve the desired risk-adjusted returns, and they may be unwilling to provide financing for our installations. We cannot be sure that we will be able to maintain necessary levels of funding without incurring high funding costs, unfavorable changes in the terms of funding instruments or the liquidation of certain assets. If we are unable to arrange new or alternative methods of financing on favorable terms, our business, liquidity, financial condition, results of operations and prospects could be materially and adversely affected.

We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing military conflicts in Israel, and between Russia and Ukraine. Our business, financial condition and results of operations may be materially and adversely affected by any negative impact on the global economy and capital markets resulting from the conflicts in Israel, Ukraine or any other geopolitical tensions.

U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the military conflicts in Israel, and between Russia and Ukraine. In early October 2023, Israel declared war on targets in Gaza in response to an orchestrated attack within its borders. In late February 2022, Russian military forces launched significant military action against Ukraine. Although the length and impact of the ongoing military conflicts is highly unpredictable, the conflicts in Israel and Ukraine have already led and could lead to further market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. While we have not experienced significant impacts from the military conflicts in Israel and Ukraine, our operations would be vulnerable to potential interruptions in the supply of key raw materials and certain components and materials outside of the United States, such as lithium, copper, aluminum, graphite, silicon and petroleum-based products and other components of our battery cells. Any interruption to battery cells supply could significantly impact our ability to deliver our energy storage systems. We are continuing to monitor the situation in Ukraine and globally and to assess its potential impact on our business.

In connection with Russia’s regional conflicts, various countries, including the United States, Canada, the United Kingdom, Germany and France, as well as the European Union, issued broad-ranging economic sanctions

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against Russia. The sanctions consist of the prohibition of trading in certain Russian securities and engaging in certain private transactions, the prohibition of doing business with certain Russian corporate entities, large financial institutions, officials and persons, and the freezing of Russian assets. The sanctions include a possible commitment by certain countries and the European Union to remove selected Russian banks from the Society for Worldwide Interbank Financial Telecommunications, commonly called “SWIFT,” the electronic network that connects banks globally, and imposed restrictive measures to prevent the Russian Central Bank from undermining the impact of the sanctions. A number of large corporations and U.S. states have also announced plans to curtail business dealings with certain Russian businesses. Any disruptions caused by Russian military action or resulting sanctions may magnify the impact of other risks described in this section. We cannot predict the progress or outcome of the situation in Ukraine, as the conflict and governmental reactions are rapidly developing and beyond their control. Prolonged unrest, intensified military activities, or more extensive sanctions impacting the region could have a material adverse effect on the global economy, and such effect could in turn have a material adverse effect on the operations, results of operations, financial condition, liquidity and business outlook or business.

Any of the above-mentioned factors could affect demand for our energy storage products or make it more difficult for us to obtain additional funds, which would affect our business, prospects, financial condition and operating results. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions may also magnify the impact of other risks described in this Quarterly Report.

Market conditions, economic uncertainty, an economic downturn or a recession could reduce demand for our products and materially harm our business.

Demand for our systems and services depends, to a significant degree, on general political, social and economic conditions in our markets. In recent years, the United States and other markets have experienced cyclical or episodic downturns, and worldwide economic conditions remain uncertain. A recession, worsening economic and market conditions, downside shocks or a return to recessionary economic conditions could serve to reduce demand for our systems and services and adversely affect our operating results. In addition, an economic downturn could impact the valuation and collectability of certain long-term receivables held by us. We cannot predict the timing, strength or duration of any future economic slowdown or any subsequent recovery. As a result, if the conditions in the general economy and the markets in which we operate worsen from present levels or if an economic downturn or a recession in the United States or globally were to occur, our business, our operations and our efforts to achieve and maintain profitability could be adversely affected.

The growth and profitability of our business is dependent upon the continued decline in the cost of components for our energy storage system.

The growth and profitability of our business is dependent upon the continued decline in the cost of components for our energy storage system. Over the last decade the cost of components, such as lithium iron phosphate-based batteries, have declined significantly. This lower cost has been driven by advances in battery technology, maturation of the battery supply chain, the scale of battery production by the leading manufacturers and other factors. The growth of our systems sales and related software-enabled services is dependent upon the continued decrease in the price and efficiency of components from our component suppliers. If for any reason our component suppliers are unable to continue to reduce the price of their components, our business and financial condition will be negatively impacted.

Electriq may not realize the full amount of revenue estimated to be potentially generated over a 30-month period under a project financing agreement entered into with a major U.S. clean-energy company. That failure could adversely affect our business, operations and financial condition.

As part of its sustainable community networks program, Electriq has entered into a project financing agreement with a major U.S. clean-energy company. Electriq has estimated that it could potentially generate more than $300 million in revenue over a 30-month period from project financing related to that agreement. However, under the terms of that agreement, project financing will be provided only after the clean-energy company approves particular project proposals, and the clean-energy company may decline to approve projects in its sole discretion. If

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Electriq does not propose projects with a sufficient value, or if the clean-energy company declines to approve projects Electriq proposes, there is a risk that we will not generate the full amount of revenue that we estimate to be potentially generated under that financing agreement. If that were to happen, our business, operations and financial condition could be adversely affected.

Risks Related to Regulations, Litigation and Tax Matters

Our system and services are subject to substantial regulations, which are evolving, and unfavorable changes or failure by us to comply with these regulations could substantially harm our business and operating results.

As a provider of energy storage systems, we are impacted by federal, state and local regulations and policies concerning electricity pricing, the interconnection of electricity generation and storage equipment with the electric grid, and the sale of electricity generated by third party owned systems. For example, existing or proposed regulations and policies would permit utilities to limit the amount of electricity generated by homeowners with their solar energy systems, adjust electricity rate designs such that the price of our systems may not be competitive with that of electricity from the grid, restrict us, our customers and homeowners qualifying for government incentives and benefits that apply to renewable energy and limit or eliminate net energy metering. If such regulations and policies remain in effect or are adopted in other jurisdictions, or if other regulations and policies that adversely impact the interconnection or use of our energy storage systems are introduced, they could deter homeowners from purchasing our energy storage systems, which could harm our business, prospects, financial condition and results of operations.

We have experienced and may continue to experience exposure to risks associated with construction, utility interconnection, cost overruns and delays, including those related to obtaining government permits and other contingencies that may arise in the course of completing installations.

Although we generally are not regulated as a utility, federal, state and local government statutes and regulations concerning electricity heavily influence the market for our systems and services. These statutes and regulations often relate to electricity pricing, net metering, incentives, taxation and the rules surrounding the interconnection of homeowner-owned electricity generation for specific technologies. In the United States, the federal government and state and local governments frequently modify these statutes and regulations and may change or eliminate incentives for solar PV or energy storage solutions or change established energy storage targets. Governments, often acting through state utility or public service commissions, change and adopt different requirements for utilities and rates for commercial customers on a regular basis. Changes, or in some cases a lack of change, in any of the laws, regulations, ordinances or other rules that apply to customer installations and new technology could make it more costly for our customers to install and operate our energy storage systems on particular sites, and in turn could negatively affect our ability to deliver cost savings to homeowners for the purchase of electricity.

The installation and operation of our energy storage systems at a particular site are also generally subject to oversight and regulation in accordance with national, state and local laws and ordinances relating to building codes, safety, environmental protection and related matters, and typically require obtaining and keeping in good standing various local and other governmental approvals and permits, including potentially environmental approvals and permits, that vary by jurisdiction. In some cases, these approvals and permits require periodic renewal. It is difficult and costly to track the requirements of every individual authority having jurisdiction over energy storage product installations, to design our energy storage systems to comply with these varying standards and for our customers to obtain all applicable approvals and permits. We cannot predict whether or when all permits required for a given customer’s project will be granted or whether the conditions associated with the permits will be achievable. The denial of a permit or utility connection essential to a project or the imposition of impractical conditions would impair our customer’s ability to develop the project and install our products. In addition, we cannot predict whether the permitting process will be lengthened due to complexities and appeals. Delay in the review and permitting process for a project can impair or delay our customers’ abilities to develop that project or increase the cost so substantially that the project is no longer attractive to our customers. Furthermore, unforeseen delays in the review and permitting process could delay the timing of the installation of our energy storage systems and could therefore adversely affect the timing of the recognition of revenue related to system acceptance by our customer, which could adversely affect our operating results in a particular period.

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In addition, the successful installation of our energy storage systems is dependent upon the availability of and timely connection to the local electric grid. Our customers may be unable to obtain the required consent and authorization of local utilities to ensure successful interconnection to energy grids. Any delays in our customers’ ability to connect with utilities, delays in the performance of installation-related services or poor performance of installation-related services will have an adverse effect on our results and could impair our ability to achieve or maintain profitability.

The reduction, elimination or expiration of government incentives for solar energy systems, or regulations mandating the use of renewable energy or establishing targets for the use of renewable energy, could reduce demand for energy storage systems and harm our business.

Federal, state, local and foreign government bodies provide incentives to owners, end users, distributors, system integrators and manufacturers of renewable energy products to promote renewable electricity in the form of rebates, tax credits and other financial incentives. These incentives can encourage the installation and use of solar PV systems. Because our energy systems are primarily installed in conjunction with solar PV systems, incentives that apply to the installation and use of solar PV systems can have a positive impact on the sale and implementation of our energy storage systems.

The market for on-grid applications, where solar power is used to supplement a homeowner’s electricity purchased from the utility network or sold to a utility under tariff, depends in part on the availability and size of government mandates and economic incentives because, at present, the cost of solar power generally exceeds retail electric rates in many locations and wholesale peak power rates in some locations, and we believe this tendency will continue in the near term. Incentives and mandates vary by geographic market. The range and duration of these incentives varies widely by jurisdiction. Various government bodies in most of the places where we do business have provided incentives in the form of feed-in tariffs, rebates, and tax credits and or other incentives and mandates, such as renewable portfolio standards and net metering, to end-users, distributors, system integrators, and manufacturers of solar power products to promote the use of solar energy in on-grid applications and to reduce dependency on other forms of energy. National governments have encouraged the ongoing transition to renewable energy, setting ambitious climate targets and providing incentives for producers of renewable energy and the sale of renewable energy products. The recently enacted Inflation Reduction Act of 2022 establishes targets for the U.S. to reach net-zero emissions by no later than 2050 through a combination of investments in domestic production of solar panels and batteries, extensions and expansions of existing tax credits and provision of capital to innovative green technologies. These various forms of support for solar power are subject to change (as, for example, occurred in 2020 with California’s adoption of building standards requiring the installation of solar systems on new homes, and as are currently proposed by certain jurisdictions with respect to net energy metering programs), and are expected in the longer term to decline. Even changes that may be viewed as positive (such as extensions of U.S. tax credits related to solar power) can have negative effects if they result, for example, in delaying purchases that otherwise might have been made before expiration or scheduled reductions in such credits. Governmental decisions regarding the provision of economic incentives often depend on political and economic factors that we cannot predict and that are beyond our control. These subsidies and incentives may expire on a particular date, end when the allocated funding is exhausted or be reduced or terminated as renewable energy adoption rates increase or as a result of legal challenges, the adoption of new statutes or regulations, or the passage of time. These reductions or terminations may occur without warning. The reduction, modification or elimination of grid access, government mandates, or economic incentives in one or more of our customer markets would materially and adversely affect the growth of such markets or result in increased price competition, either of which could cause our revenue to decline and materially adversely affect our business and financial results.

Negative attitudes toward renewable energy projects from the U.S. government, other lawmakers and regulators, and activists could adversely affect our business, financial condition and results of operations.

Parties with an interest in other energy sources, including lawmakers, regulators, policymakers, environmental and advocacy organizations or other activists may invest significant time and money in efforts to delay, repeal or otherwise negatively influence regulations and programs that promote renewable energy. Many of these parties have substantially greater resources and influence than we have. Further, changes in U.S. federal, state or local political, social or economic conditions, including a lack of legislative focus on these programs and regulations, could result

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in their modification, delayed adoption or repeal. Any failure to adopt, delay in implementing, expiration, repeal or modification of these programs and regulations, or the adoption of any programs or regulations that encourage the use of other energy sources over renewable energy, could adversely affect our business, financial condition and results of operations.

The installation and operation of our energy storage systems are subject to environmental laws and regulations in various jurisdictions. We may incur obligations, liabilities, or costs under these laws and regulations, which could have an adverse impact on our business, financial condition, and results of operations.

We are subject to national, state and local laws and regulations regarding the protection of the environment, health and safety, as well as environmental laws in those foreign jurisdictions in which we operate or may operate in the future. Environmental laws and regulations can be complex and may change often, and adoption more stringent laws and regulations in the future could require us to incur substantial costs to come into compliance with these laws and regulations. These laws can also give rise to civil or criminal liability for administrative oversight costs, cleanup costs, property damage, bodily injury, fines penalties and other costs. Liability under these laws and regulations can be imposed on a joint and several basis and without regard to fault or the legality of the activities giving rise to the claim. Any of these obligations, liabilities or costs could have an adverse impact on our business, financial condition, and results of operations.

We are committed to compliance with applicable environmental laws and regulations, including health and safety standards, and we continually review the operation of our energy storage systems for health, safety and compliance. Our energy storage systems, like other battery technology-based products of which we are aware, produce small amounts of hazardous wastes and we seek to ensure that they are handled in accordance with applicable regulatory standards. Maintaining compliance with laws and regulations can be challenging given the changing patchwork of environmental laws and regulations that prevail at the U.S. federal, state, regional and local levels and in foreign countries in which we operate. Most existing environmental laws and regulations preceded the introduction of energy storage technology and were adopted to apply to technologies existing at the time, namely large, coal, oil or gas-fired power plants. Currently, there is generally little guidance from these agencies on how certain environmental laws and regulations may, or may not, be applied to our technology.

In many instances, our technology is moving faster than the development of applicable regulatory frameworks. In addition, future developments such as more aggressive enforcement policies or the discovery of presently unknown environmental conditions may require unforeseen expenditures. It is also possible that regulators could delay or prevent us from conducting our business in some way pending agreement on, and compliance with, shifting regulatory requirements. Such actions could delay the sale to and installation by customers of energy storage systems, require their modification or replacement, result in fines or trigger claims of performance warranties and defaults under customer contracts that could require us to refund hardware or service contract payments. Any of these developments could adversely affect our business, financial performance and reputation.

Existing policies and regulations impacting the electric power industry and changes to such policies and regulations may create technical, regulatory and economic barriers which could significantly reduce demand for our energy storage systems.

The market for electricity generation products is heavily influenced by U.S. federal, state, local and foreign government regulations and policies, as well as internal policies and regulations of electric utility providers utilities and organized electric markets with respect to fees, practices and rate design. These regulations and policies often affect electricity pricing and technical interconnection of homeowner-owned electricity generation. These regulations and policies are often modified and could continue to change, and this could result in a significant reduction in demand for our solar power and as a result for our energy storage systems. For example, utility companies commonly charge fees to larger, industrial customers for disconnecting from the electric grid or for having the capacity to use power from the electric grid for back-up purposes. These fees could change, increasing the cost to homeowners of using our energy storage systems and making them less economically attractive. The resulting reductions in demand for renewable energy such as solar energy systems and the consequent decrease in demand for energy storage systems could harm our business, prospects, financial condition and results of operations.

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A significant recent development in renewable-energy pricing policies in the U.S. occurred on July 16, 2020, when the Federal Energy Regulatory Commission (“FERC”) issued a final rule amending regulations that implement the Public Utility Regulatory Policies Act (“PURPA”). Among other requirements, PURPA mandates that electric utilities buy the output of certain renewable generators below established capacity thresholds. PURPA also requires that such sales occur at a utility’s “avoided cost” rate. FERC’s PURPA reforms include modifications (1) to how regulators and electric utilities may establish avoided cost rates for new contracts; (2) that reduce from 20 MW to 5 MW the capacity threshold above which a renewable-energy qualifying facility is rebuttably presumed to have nondiscriminatory market access, thereby removing the requirement for utilities to purchase its output; (3) that require regulators to establish criteria for determining when an electric utility incurs a legally enforceable obligation to purchase from a PURPA facility; and (4) that reduce barriers for third parties to challenge PURPA eligibility. The net effect of these changes is uncertain, as FERC’s final rules do not become effective until 120 days after publication in the Federal Register, and some changes will not become fully effective until states and other jurisdictions implement the new authorities provided by FERC. In general, however, FERC’s PURPA reforms have the potential to reduce prices for the output from certain new renewable generation projects while also narrowing the scope of PURPA eligibility for new projects. These effects could reduce demand for PURPA-eligible energy storage systems and could harm our business, prospects, financial condition and results of operations.

Any changes to government, utility or electric market regulations or policies that favor electric utilities or other market participants could reduce the competitiveness of energy storage systems and cause a significant reduction in demand for our products and services and adversely impact our growth. Any such event could have a material adverse effect on our business, financial condition and results of operations.

Litigation, regulatory actions and compliance issues could subject us to significant fines, penalties, judgments, remediation costs, and negative publicity and have a material adverse effect on our business, financial condition and results of operations.

We may be involved in legal proceedings, administrative proceedings, and other litigation that may arise in the ordinary course of business. In addition, since our energy storage system is a new type of product in a nascent market, we may need to seek the amendment of existing regulations or, in some cases, the creation of new regulations, in order to operate our business in some jurisdictions. Such regulatory processes may require public hearings concerning our business, which could expose us to subsequent litigation. Unfavorable outcomes or developments relating to proceedings to which we are a party or transactions involving our products, such as judgments for monetary damages, injunctions or denial or revocation of permits could have a material adverse effect on our business, financial condition, and results of operations. In addition, handling compliance issues and the settlement of claims could adversely affect our financial condition and results of operations.

Changes in tax laws or regulations that are applied adversely to us or our customers could materially adversely affect our business, financial condition, results of operations and prospects.

Changes in corporate tax rates, tax incentives for renewable energy projects, the realization of net deferred tax assets relating to our U.S. operations, the taxation of foreign earnings and the deductibility of expenses under future tax reform legislation could have a material impact on the value of our deferred tax assets, could result in significant one-time charges in the current or future taxable years and could increase our future U.S. tax expense, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

Due to the potential for changes to tax laws and regulations or changes to the interpretation thereof (including regulations and interpretations pertaining to recent and proposed potential tax reforms in the United States), the ambiguity of tax laws and regulations, the subjectivity of factual interpretations and other factors, our estimates of effective tax rate and income tax assets and liabilities may be incorrect and our financial statements could be adversely affected, and the resulting impacts may vary substantially from period to period.

In particular, in the United States, there have been multiple significant changes recently proposed (including by the Biden administration and by members of Congress) to the taxation of business entities, including, among other things, an increase in the U.S. federal corporate income tax rate and various other changes to the U.S. tax law. These and other proposals are currently being discussed, but the likelihood of these changes being enacted or implemented

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is not yet clear. We are currently unable to predict whether such changes will occur and, if so, when they would be effective or the ultimate impact on us or our business. To the extent that such changes have a negative impact on us or our business, these changes may materially and adversely impact our business, financial condition and results of operations.

In addition, the amounts of taxes we pay are subject to current or future audits by taxing authorities in the United States and all other jurisdictions in which we operate. If audits result in additional payments or assessments different from our reserves, our future results may include unfavorable adjustments to our tax liabilities, and our financial statements could be adversely affected.

Regulators may limit the type of electricians qualified to install and service our energy storage systems in California or other states, which may result in workforce shortages, operational delays and increased costs.

On July 27, 2021, the California Contractors State License Board (“CSLB”) decided that, effective October 25, 2021, only electricians with a certain license (C-10) would be eligible to install battery storage systems in California (the “July 2021 CSLB Decision”).

On November 29, 2021, the CSLB voted to postpone initiating a formal rulemaking process to implement the July 2021 CSLB Decision. In June 2022, the CSLB issued a staff report indicating that the CSLB should consider amending the C-46 solar classification system to expressly permit C-46 solar contractors to install battery storage systems up to 80kWh when installed at the same time a solar PV energy system is installed. No final action has yet been taken on that staff proposal.

In California, there are a limited number of C-10 certified electricians in the state, which may result in workforce shortages, operational delays and increased costs if the CSLB Decision stands. Obtaining a C-10 license can be an extended process, and the timing and cost of having a large number of C-46 licensed electricians seek such additional qualification is unclear.

A significant portion of our customer base is in California, and as the state deals with growing wildfire risk and grid instability, an increasing number of our customers are choosing our energy solution. If we are unable to hire, develop and retain sufficient certified electricians, our growth of customers in California may be significantly constrained, which would negatively impact our operating results.

Failure by our vendors or our component suppliers to use ethical business practices and comply with applicable laws and regulations may adversely affect our business.

We do not control our vendors or suppliers or their business practices. Accordingly, we cannot guarantee that they follow ethical business practices, such as fair wage practices and compliance with environmental, safety and other local laws. A lack of demonstrated compliance could lead us to seek alternative manufacturers or suppliers, which could increase our costs and result in delayed delivery of our products, product shortages or other disruptions of our operations. Violation of labor or other laws by our manufacturers or suppliers or the divergence of a supplier’s labor or other practices from those generally accepted as ethical in the U.S. or other markets in which we do business could also attract negative publicity for us and harm our business.

Risks Related to Intellectual Property

If we are unable to obtain, maintain and enforce intellectual property protection for our technology or if the scope of our intellectual property protection is not sufficiently broad, others may be able to develop and commercialize technology substantially similar to ours, and our ability to successfully commercialize our technology may be adversely affected.

Our business depends on internally developed technology, including hardware, software, databases, confidential information and know-how, the protection of which is crucial to the success of our business. We presently rely on a combination of trademark, trade-secret and copyright laws and confidentiality procedures and contractual provisions to protect our intellectual property rights in our internally developed technology. Effective patent, trademark, trade-secret, copyright and other intellectual protection is expensive to develop and maintain, both in terms of initial and

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ongoing registration requirements and the costs of enforcing and defending our rights, and we may, over time, increase our investment in such intellectual property protections. These measures, however, may not be sufficient to offer us meaningful protection. If we are unable to protect our intellectual property rights, our competitive position and our business could be harmed, as third parties may be able to commercialize and use technologies and software products that are substantially the same as ours without incurring the development and licensing costs that we have incurred. Any of our owned intellectual property rights, or the intellectual property rights for which we have been granted licenses, could be challenged, invalidated, circumvented, infringed or misappropriated, our trade secrets and other confidential information could be disclosed in an unauthorized manner to third parties, or our intellectual property rights may not be sufficient to permit us to take advantage of current market trends or otherwise to provide us with competitive advantages, which could result in costly redesign efforts, discontinuance of certain offerings, or other competitive harm.

Monitoring unauthorized use of our intellectual property is difficult and costly. From time to time, we seek to analyze our competitors’ services, and may in the future seek to enforce our rights against potential infringement. However, the steps we have taken, or may take in the future, to protect our intellectual property rights may not be adequate to prevent or sufficiently resolve infringement or misappropriation of our intellectual property. We may not be able to detect unauthorized use of, or take appropriate steps to enforce, our intellectual property rights. Any inability to meaningfully manage and protect our intellectual property rights, including newly developed intellectual property, could adversely affect our market position and business opportunities, including by harming to our ability to compete or reducing demand for our technology.

Uncertainty may result from changes to intellectual property legislation and from interpretations of intellectual property laws by applicable courts and agencies. Also, some of our services rely on technologies and software developed by or licensed from third parties, and we may not be able to maintain our relationships with such third parties or enter into similar relationships in the future on reasonable terms or at all. Accordingly, despite our efforts, we may be unable to obtain and maintain the intellectual property rights necessary to provide us with a competitive advantage. Our failure to obtain, maintain and enforce our intellectual property rights could therefore have a material adverse effect on our business, financial condition and results of operations.

We may need to assert intellectual property-related claims or defend ourselves against intellectual property infringement claims, which may be time-consuming and could cause us to incur substantial costs.

Others, including our competitors, may hold or obtain patents, copyrights, trademarks or other proprietary rights that could prevent, limit or interfere with our ability to make, use, develop, sell or market our products and services, which could make it more difficult for us to operate our business. From time to time, the holders of such intellectual property rights may assert their rights and urge us to take licenses and/or may bring suits alleging infringement or misappropriation of such rights. We may consider entering into licensing agreements with respect to such rights, although we may not do so and, even if we do, there can be no assurance that such licenses can be obtained on acceptable terms or that litigation will not occur, and such licenses could significantly increase our operating expenses. In addition, if we are determined to have infringed upon a third party’s intellectual property rights, we may be required to cease making, selling or incorporating certain components or intellectual property into the goods and services we offer, to pay substantial damages and/or license royalties, to redesign our products and services and/or to establish and maintain alternative branding for our products and services. In addition, any litigation or claims, whether or not valid, could result in substantial costs, negative publicity, the loss or invalidation of our own intellectual property rights, and diversion of resources and management attention, any of which could have a material adverse effect on our business, prospects, operating results or financial condition.

As we face increasing competition and as a public company, the possibility of intellectual property rights claims against us grows. Such claims and litigation may involve patent holding companies or other adverse intellectual property rights holders who have no relevant product revenue, and therefore our own existing or pending intellectual property rights may provide little or no deterrence to these rights holders in bringing intellectual property rights claims against us. There may be intellectual property rights held by others, including issued or pending patents and trademarks, that cover significant aspects of our technologies, content, branding or business methods, and we cannot assure that we will not be accused of infringing or violating any third party intellectual property rights in the future. We may receive in the future notices that claim we or our partners, or clients using our solutions and services, have

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misappropriated or misused other parties’ intellectual property rights, particularly as the number of competitors in our market grows and the functionality of applications amongst competitors overlaps.

Any claim that we have violated intellectual property or other proprietary rights of third parties, whether or not such claim has merit, results in litigation, is settled, or is otherwise resolved or determined in our favor, could be time-consuming and costly to address and resolve and could divert the time and attention of management and technical personnel from our business. Furthermore, an adverse outcome of a dispute may result in an injunction or substantial monetary damages. Any settlement or adverse judgment resulting from such a claim could require us to enter into a licensing agreement to continue using the technology, content or other intellectual property that is the subject of the claim; restrict or prohibit our use of such technology, content or other intellectual property; require us to expend significant resources to redesign our technology or solutions; result in the loss or invalidation of our own intellectual property rights; or require us to indemnify third parties. The terms and conditions offered by a third party for any required or desired licensing agreement may be unfavorable and require significant royalty payments and other expenditures. If we are required to develop alternative non-infringing technology, such efforts require significant time and expense and there can be no assurance that we would be able to develop or license a suitable alternative. If we cannot develop or license technology for any allegedly infringing aspect of our business, we would be forced to limit our product or service offerings and may be unable to compete effectively. Any of these events could materially harm our business, financial condition and results of operations.

If our trademarks and trade names are not adequately protected or protectable, we may not be able to build name recognition in our markets of interest and our competitive position may be harmed.

The registered or unregistered trademarks or trade names that we own may be challenged, infringed, circumvented, declared generic, lapsed or determined to be infringing on or dilutive of other marks. We may not be able to protect our rights in these trademarks and trade names, which we need in order to build name recognition with potential members, partners and clients. In addition, third parties may receive registrations for, or have common law rights in, trademarks similar or identical to our trademarks. We cannot assure that we will be successful in challenging any third parties’ rights in such trademarks. As a result, our ability to build brand identity could be impeded and possibly lead to market confusion. If we are unable to establish name recognition based on our trademarks and trade names, we may not be able to compete effectively, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

We may not be able to enforce our intellectual property rights throughout the world.

We do not own any registrations or pending applications for intellectual property outside of the United States. We may not be able to pursue intellectual property protections in every location or be successful in securing protection in every location that we file applications. Filing, prosecuting, maintaining, defending and enforcing intellectual property rights on our products, services and technologies in all countries throughout the world could be prohibitively expensive. Competitors may use our technologies to develop their own products and services in jurisdictions where we have not obtained protection or where enforcement is not as strong as that in the United States. These products and services may compete with our solutions and services in those jurisdictions or be more easily exported to other jurisdictions. In addition, the absence, or inconsistent enforcement, of intellectual property rules and laws in some foreign countries may impair our ability to enforce our intellectual property rights to the same extent as the rules and laws of the United States.

In addition, the legal systems of some countries, particularly developing countries, do not favor the enforcement of certain intellectual property protection. This could make it difficult for us to stop the misappropriation or other violation of certain of our other intellectual property rights. Accordingly, we may choose not to seek protection in certain countries, and we will not have the benefit of protection in such countries. Proceedings to enforce our intellectual property rights in foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business. Accordingly, our efforts to protect our intellectual property rights in such countries may be inadequate. In addition, changes in the law and legal decisions by courts in the United States and foreign countries may affect our ability to obtain adequate protection for our products, services, and other technologies and the enforcement of intellectual property. Any of the foregoing could harm our competitive position, business, financial condition, results of operations and prospects.

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Our business depends on our ability to effectively invest in, implement improvements to and properly maintain the uninterrupted operation and data integrity of our information technology and other business systems.

Our business is highly dependent on maintaining effective information systems as well as the integrity and of the data we use to serve our customers and operate our business. Because of the large amount of data that we collect and manage, it is possible that hardware failures or errors in our systems could result in data loss or corruption or cause the information that we collect to be incomplete or contain inaccuracies that our partners regard as significant. If our data were found to be inaccurate or unreliable due to fraud or other error, or if we, or any of the third party service providers we engage, were to fail to maintain information systems and data integrity effectively, we could experience operational disruptions that may impact our operations and hinder our ability to provide services, establish appropriate pricing for services, establish reserves, report financial results timely and accurately and maintain regulatory compliance, among other things. If any such failure of our data integrity were to result in the theft, corruption or other harm to the data of our customers, our ability to retain and attract partners or customers may be harmed.

Despite our implementation of reasonable security measures, our IT systems, like those of other companies, are vulnerable to damages from computer viruses, natural disasters, fire, power loss, telecommunications failures, personnel misconduct, human error, unauthorized access, physical or electronic security breaches, cyber-attacks (including malicious and destructive code, phishing attacks, ransomware and denial of service attacks) and other similar disruptions. Any such incidents could expose us to claims, litigation, regulatory or other governmental investigations, administrative fines and potential liability. Any system failure, accident, or security breach could result in disruptions to our operations. A material network breach in the security of our IT systems could include the theft of our trade secrets, customer information, human resources information or other confidential data, including but not limited to personally identifiable information.

Although past incidents have not had a material effect on our business operations or financial performance, to the extent that any disruption or security breach results in a loss or damage to our data, or an inappropriate disclosure of confidential, proprietary or customer information, it could cause significant damage to our reputation, affect our relationships with our customers and strategic partners, lead to claims against us from governments and private plaintiffs and adversely affect our business.

Many governments have enacted laws requiring companies to provide notice of cyber incidents involving certain types of data, including personal data. These laws may be subject to alterations and revisions, and if we fail to comply with our obligations under such laws in the jurisdictions in which we operate, we could be subject to regulatory action and lawsuits. We may be required to incur significant costs to protect against and remediate damage caused by these disruptions or security breaches in the future, including by investing in upgraded and expanded IT systems and security measures.

Cybersecurity attacks or security breaches could adversely affect our ability to operate, could result in personal information and our proprietary information being lost, stolen, made inaccessible, improperly disclosed or misappropriated and may cause us to be held liable or subject to regulatory penalties and sanctions and to litigation (including class action litigation), which could have a material adverse effect on our reputation and business.

We, and our suppliers and third party service providers on our behalf, collect, use and transmit a large volume of personal information, which pose a tempting target for malicious actors who may seek to carry out cyber-attacks against us or our suppliers or service providers. The secure transmission of client information over the internet is essential in maintaining the confidence of our customers. Substantial or ongoing data security breaches or cyber-attacks, whether instigated internally or externally on our system or other internet-based systems (including computer hackers, persons involved with organized crime, or foreign state or foreign state-supported actors), expose us to a significant risk of loss, theft, the rendering inaccessible, improper disclosure or misappropriation of this information and resulting regulatory actions, litigation (including class action litigation) and potential liability, damages and regulatory fines and penalties, and other related costs (including in connection with our investigation and remediation efforts), which could significantly affect our reputation and harm our business. Further, some of our

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third-party service providers, suppliers and other third parties may receive or store information, including client information provided by us.

Cybersecurity threat actors employ a wide variety of methods and techniques that are constantly evolving, increasingly sophisticated and difficult to detect and successfully defend against. The capabilities of malicious actors pose greater cybersecurity threats and could result in a cyber-attack or a compromise or breach of the technology that we use to protect client transaction data. We cannot guarantee that future cyberattacks, if successful, will not have a material adverse effect on our business, results of operations and financial condition.

We incur material expenses to protect against cyber-attacks and security breaches and their consequences, and we may need to increase our security-related expenditures to maintain or increase our systems’ security in the future. However, despite these efforts, our security measures may not prevent cyber-attacks or data security breaches from occurring, and we may ultimately fail to detect, or accurately assess the severity of, a cyber-attack or security breach or not respond quickly enough. In addition, to the extent we experience a cyber-attack or security breach, we may be unsuccessful in implementing remediation plans to address exposure and future harm. It is possible that computer circumvention capabilities, new discoveries or advances or other developments, which change frequently and often are not recognized until launched against a target, could result in a compromise or breach of client data, even if we take all reasonable precautions, including to the extent required by law. These risks are likely to increase as we expand our offerings, expand internationally, integrate our products and software services and store and process more data, including personal information and other sensitive data. Further, if any of our third-party service providers, suppliers or other third parties with whom we share client data fail to implement adequate data-security practices or fail to comply with our terms and policies or otherwise suffer a network or other security breach, our clients’ information may be improperly accessed, used or disclosed. We maintain a comprehensive portfolio of insurance policies to meet both our legal obligations and to cover perceived risks within our business, including those related to cybersecurity. We believe that our coverage and the deductibles under these policies are adequate for the risks that we face.

If a party (whether internal, external, an affiliate or unrelated third party) is able to circumvent our data security systems or those of the third parties with whom we share client information or engage in cyber-attacks, such cyber-attacks or data breaches could result in unauthorized access to our systems or to the systems of third-party vendors upon whom we rely. Such unauthorized access could result in other parties obtaining our proprietary information, the loss, theft or inaccessibility of, unauthorized access to, or improper use or disclosure of, our clients’ data and/or significant interruptions in our operations. Cyber-attacks and security breaches could also result in severe damage to our IT infrastructure, including damage that could impair our ability to offer our products and services. In addition, cyber-attacks or security breaches could result in negative publicity, damage our reputation, divert management’s time and attention, increase our expenditure on cybersecurity measures, expose us to risk of loss or litigation and possible liability, cause contract terminations and/or cause customers, potential customers, suppliers and potential suppliers to lose confidence in our security and choose to use the products and/or services of our competitors, any of which would have a material adverse effect on our business, brands, market share, results of operations and financial condition. Any compromise of our security could also result in a violation of applicable domestic and foreign security, privacy or data protection, consumer protection and other laws, regulatory or other governmental investigations, enforcement actions and legal and financial exposure, and potentially subject us to regulatory penalties and sanctions (and lead to further enhanced regulatory oversight).

We utilize open-source software, which may pose particular risks to our proprietary software and solutions.

We use open-source software in our solutions and will use open-source software in the future. Companies that incorporate open-source software into their solutions have, from time to time, faced claims challenging the ownership or use of open-source software and compliance with open-source license terms. Some licenses governing the use of open-source software contain requirements that we make available source code for modifications or derivative works we create based upon the open-source software, and that we license such modifications or derivative works under the terms of a particular open-source license or other license granting third parties certain rights of further use. By the terms of certain open-source licenses, if we combine our proprietary software with open-source software in certain manners, we could be required to release the source code of our proprietary software and to make our proprietary software available under open-source licenses to third parties at no cost or on other

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unfavorable terms. Although we monitor our use of open-source software, we may not be able to assure that all open-source software is reviewed prior to use in our solutions, that our developers have not incorporated open-source software into our solutions, or that they will not do so in the future. Additionally, the terms of many open-source licenses to which we are subject have not been interpreted by U.S. or foreign courts, which creates a risk that open-source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to market or provide our solutions as currently marketed or provided. As a result of our current or future use of open-source software, we may face claims or litigation that incur significant legal costs, be required to release our proprietary source code, pay damages for breach of contract, re-engineer our solutions requiring significant cost or reallocation of research and development resources, discontinue making our solutions available in the event re-engineering cannot be accomplished on a timely basis, or take other remedial action. Further, in addition to risks related to license requirements, use of certain open-source software can lead to greater risks than use of third-party commercial software, as open-source licensors generally do not provide warranties or controls on the origin of software. Any of these risks could be difficult to eliminate or manage and could have a negative effect on our business, financial condition and results of operations.

If we cannot license rights to use technologies on reasonable terms, we may not be able to commercialize new solutions or services in the future.

In the future, we may identify additional third-party intellectual property we may need to license in order to engage in our business, including to develop or commercialize new products or services. However, such licenses may not be available on acceptable terms or at all. The licensing and acquisition of third-party intellectual property rights is a competitive area and could involve several companies pursuing licensing and acquisition strategies that are similar to ours for intellectual property rights that we consider advantageous or necessary for our business. In certain cases, those other companies may be more established and have a competitive advantage over us due to their size, capital resources and greater development or commercialization capabilities. In addition, companies that perceive us to be a competitor may be unwilling to assign or license rights to us. Even if such licenses are available, we may be required to pay the licensor substantial royalties based on sales of our products and services. Such royalties are a component of the cost of our products or services and may affect the margins on our products and services. In addition, such licenses may be non-exclusive, which could give our competitors access to the same intellectual property or technology licensed to us. If we are unable to enter into the necessary licenses on acceptable terms or at all, if any necessary licenses are subsequently terminated, if our licensors fail to abide by the terms of the licenses, if our licensors fail to prevent infringement by third parties, if the licensed intellectual property rights are found to be invalid or unenforceable or if the licensed intellectual property rights expire, our business, financial condition, results of operations and prospects could be materially adversely affected. Moreover, we could encounter delays and other obstacles in our attempt to develop alternatives. Defense of any lawsuit or failure to obtain any of these licenses on favorable terms could prevent us from commercializing solutions and services, which could harm our competitive position, business, financial condition, results of operations and prospects.

We may be subject to claims that our employees, consultants or advisors have wrongfully used or disclosed alleged trade secrets of their current or former employers or claims asserting ownership of what we regard as our own intellectual property.

Many of our employees, consultants and advisors are currently or were previously employed at other companies in our field, including our competitors or potential competitors. Although we try to ensure that our employees, consultants and advisors do not use the proprietary information or know-how of others in their work for us, we may be subject to claims, including possible litigation, that we or these individuals have used or disclosed intellectual property, including trade secrets or other proprietary information, of any such individual’s current or former employer. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management.

While it is our policy to require our employees and contractors who may be involved in the conception or development of intellectual property to execute agreements assigning such intellectual property to us, we may be unsuccessful in executing such an agreement with each party who, in fact, conceives or develops intellectual property that we regard as our own. The assignment of intellectual property rights may not be self-executing or the

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assignment agreements may be breached, and we may be forced to bring claims against third parties or defend claims that they may bring against us to determine the ownership of what we regard as our intellectual property. Any of the foregoing could harm our competitive position, business, financial condition, results of operations and prospects.

Confidentiality agreements with employees and third parties may not prevent unauthorized disclosure of trade secrets and other proprietary information, and our inability to maintain the confidentiality of that information, due to unauthorized disclosure or use, or other event, could have a material adverse effect on our business.

In addition to the protection afforded by patents, we seek to rely on trade secret protection and confidentiality agreements to protect proprietary know-how that is not patentable or that we elect not to patent, processes for which patents are difficult to enforce, and any other elements of our product discovery and development processes that involve proprietary know-how, information or technology that is not covered by patents. Trade secrets, however, may be difficult to protect. We seek to protect our proprietary processes, in part, by entering into confidentiality agreements with our employees, consultants, advisors, contractors and collaborators. Although we use reasonable efforts to protect our trade secrets, our employees, consultants, advisors, contractors and collaborators might intentionally or inadvertently disclose our trade secret information to competitors. In addition, competitors may otherwise gain access to our trade secrets or independently develop substantially equivalent information and techniques. If we are unable to prevent unauthorized material disclosure of our intellectual property to third parties, or misappropriation of our intellectual property by third parties, we will not be able to establish or maintain a competitive advantage in our market, which could materially adversely affect our business, operating results and financial condition.

Risks Related to Electriq’s Personnel

We are heavily reliant on Frank Magnotti, our Chief Executive Officer and the departure or loss of Mr. Magnotti could disrupt our business.

We depend heavily on the continued efforts of Frank Magnotti, our Chief Executive Officer. Mr. Magnotti is essential to our strategic vision and day-to-day operations and would be difficult to replace. Mr. Magnotti possesses technical knowledge of our business, operations and strategy, and Mr. Magnotti has substantial experience and contacts that help us implement our goals, strategy and plan. If we lose his services or he decides to join a competitor or otherwise competes directly or indirectly with us, and if we are unable to timely hire and retain a qualified replacement, our business, operating results and financial condition could be materially harmed.

If we are unable to recruit and retain key management, technical and sales personnel, our business would be negatively affected.

For our business to be successful, we need to attract and retain highly qualified technical, management and sales personnel. Competition for highly skilled executives and employees in the technology industry is intense, and our competitors could target individuals in our organization that have desired skills and experience. To help attract, retain and motivate our executives and qualified employees, we use stock-based incentive awards. If the value of such stock awards does not appreciate as measured by the performance of the price of our common stock, or if our share-based compensation otherwise ceases to be viewed as a valuable benefit, our ability to attract, retain and motivate our executives and employees could be weakened, which could harm our business and results of operations. Also, if the value of our stock awards increases substantially, this could potentially create substantial personal wealth for our executives and employees and affect our ability to retain our personnel. In addition, any future restructuring plans may adversely impact our ability to attract and retain key employees.

Additionally, our ability to attract qualified personnel, including senior management and key technical personnel, is critical to the execution of our growth strategy. The challenges in identifying, hiring and retaining qualified personnel when needed with specific qualifications and on acceptable terms might impede our ability to continue to develop, commercialize and sell our products. To the extent the demand for skilled personnel exceeds supply, we could experience higher labor, recruiting and training costs in order to attract and retain such employees. We face intense competition for qualified personnel from other companies with significantly more resources available to them and thus may not be able to attract the level of personnel needed for our business to succeed. In

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addition, integrating new employees into our team could prove disruptive to our operations, require substantial resources and management attention, and ultimately prove unsuccessful. Our failure to attract and retain qualified senior management and other key technical personnel could limit or delay our strategic efforts, which could have a material adverse effect on our business, financial condition, results of operations, and prospects.

Risks Related to Operating as a Public Company

Failure to maintain adequate financial, information technology and management processes and controls could impair our ability to comply with the financial reporting and internal controls and could lead to errors in our financial reporting and adversely affect our business.

We may lose our emerging growth company status and become subject to the SEC’s internal control over financial reporting management and auditor attestation requirements in the year in which we are deemed to be a large accelerated filer, which would occur once we are subject to Exchange Act reporting requirements for twelve (12) months, have filed at least one SEC annual report and the market value of our common equity held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter. If we become subject to the SEC’s internal control reporting and attestation requirements, we might not be able to complete our evaluation, testing and any required remediation in a timely fashion. In addition, our current controls and any new controls that we develop may become inadequate because of poor design and changes in our business, including increased complexity resulting from any international expansion. Any failure to implement and maintain effective internal controls over financial reporting could adversely affect the results of assessments by our independent registered public accounting firm and their attestation reports.

We have identified a material weakness in our internal control over financial reporting and we may identify additional material weaknesses in the future or otherwise fail to maintain effective internal control over financial reporting, which may result in material misstatements of our reported financial information or cause us to fail to meet our periodic reporting obligations or cause our business to be impaired.

In connection with the review of our condensed consolidated financial statements for the quarterly period ended September 30, 2023, we identified a material weakness in our internal control over financial reporting. The material weakness related to our accounting for the Business Combination transaction, including our assessments, calculations and accounting for derivative warrant liabilities.

We initiated and implemented several remediation measures including, but not limited to, hiring additional finance and accounting staff with the requisite background and knowledge, engaging third parties to assist us in complying with the accounting and financial reporting requirements related to significant and complex transactions, and to assist us with formalizing our business processes, accounting policies and internal control documentation, strengthening supervisory reviews by our management, and evaluating the effectiveness of our internal controls in accordance with the framework established by Internal Control – Integrated Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission.

We believe the measures described above should address the material weakness identified and strengthen our internal control over financial reporting. These measures are expected to result in future costs for us. While we continue the process to implement our plan to remediate the material weakness, we cannot predict the success of such plan or the outcome of our assessment of this plan until the remediation initiatives have been completed and have been operating effectively for a sufficient period of time. We can give no assurance that these measures will remediate the deficiencies in internal control or that additional material weaknesses or significant deficiencies in our internal control over financial reporting will not be identified in the future. Our failure to implement and maintain effective internal control over financial reporting could result in errors in our financial statements that may lead to a restatement of our financial statements or cause us to fail to meet our reporting obligations for the period ended September 30, 2023, any of which could diminish investor confidence in us and cause a decline in our stock price.

Our management team has limited experience managing a public company.

Most of the members of our management team have limited to no experience managing a publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining

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to public companies. Our management team may not successfully or efficiently manage their new roles and responsibilities. Our transition to being a public company subjects us to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents require significant attention from our senior management and could divert their attention away from the day-to-day management of our business and revenue-generating activities, which could have a material adverse effect on our business, financial condition and results of operations.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs, and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations and may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We cannot predict or estimate the amount or timing of additional costs we may incur in order to respond to these requirements. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us, and our business may be adversely affected.

We may incur increased costs as a result of operating as a public company, and our management may devote substantial time to compliance with its public company responsibilities and corporate governance practices.

As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 (as amended, the “Sarbanes-Oxley Act”) and the Dodd-Frank Act, as well as rules adopted, and to be adopted, by the SEC and NYSE, and other applicable securities rules and regulations, which impose various requirements on public companies, including the establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. The requirements of these rules and regulations will impact our legal, accounting and compliance expenses, make some activities more difficult, time-consuming or costly and place strain on our personnel, systems and resources. Ensuring that we will have adequate internal financial and accounting controls and procedures in place is a costly and time-consuming effort that needs to be re-evaluated frequently.

We do not expect that we will initially have an internal audit group, and we may need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. Implementing any appropriate changes to our internal controls may require specific compliance training for our directors, officers and employees, entail substantial costs, and take a significant period of time to complete. Such changes may not, however, be effective in maintaining the adequacy of our internal controls and any failure to maintain that adequacy, or consequent inability to produce accurate financial statements on a timely basis, could increase our operating costs and could materially impair our ability to operate our business. Moreover, effective internal controls are necessary for us to produce reliable financial reports and are important to help prevent fraud.

The rules and regulations applicable to public companies make it more expensive for us to obtain and maintain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. We cannot predict or estimate the amount or timing of additional costs we may incur to respond to these requirements. The potential for increased personal liability could also make it more difficult for us to attract and retain qualified members of its board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

Risks Related to our Securities

There can be no assurance that we will continue to comply with the continued listing standards of the NYSE, which could result in the delisting of our securities, limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

Our common stock is listed on NYSE under the symbol “ELIQ” and our Warrants are listed on NYSE American under the symbol “ELIQ WS.” If NYSE delists our securities from trading on its exchange for failure to

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meet the continued listing standards, we and our stockholders could face significant material adverse consequences including:

•a limited availability of market quotations for Electriq’s securities;

•reduced liquidity for Electriq’s securities;

•a determination that Electriq common stock is a “penny stock” which will require brokers trading in Electriq common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for shares of Electriq common stock;

•a limited amount of analyst coverage; and

•a decreased ability to issue additional securities or obtain additional financing in the future.

Beginning in January 2022, there has been a precipitous drop in the market values of growth-oriented companies. Accordingly, securities of growth companies such as Electriq may be more volatile than other securities and may involve special risks.

Beginning in January 2022, there has been a precipitous drop in the market values of growth-oriented companies like Electriq. Over the course of the past year, inflationary pressures, increases in interest rates and other adverse economic and market forces have contributed to these drops in market value. As a result, our securities are subject to potential downward pressures and further volatility in the price of our securities may adversely impact our ability to secure our future financing.

Changes in laws or regulations, or a failure to comply with any laws or regulations, may adversely affect our business, investments and results of operations.

We are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business.

Future resales of our common stock may cause the market price of our common stock to decline significantly, even if our business is doing well.

In connection with the execution of the Merger Agreement, certain Legacy Electriq stockholders, John Michael Lawrie and certain other purchasers of TLG’s equity securities entered into the First Lock-up Agreements with Legacy Electriq and TLG in connection with the Business Combination. Pursuant to the First Lock-up Agreements, certain Legacy Electriq stockholders agreed, among other things, that the First Restricted Securities may not be transferred until the earlier to occur of (i) one year following Closing and (ii) the date after the Closing on which TLG completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of TLG stockholders having the right to exchange their equity holdings in TLG for cash, securities or other property. Notwithstanding the foregoing, if, after the closing of the Business Combination, (i) the volume weighted average price of Electriq common stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 consecutive trading day period, 10% of the First Restricted Securities of those Legacy Electriq stockholders is released from the Lock-Up Period and (ii) the volume weighted average price of Electriq common stock equals or exceeds $15.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 consecutive trading day period, an additional 10% of the First Restricted Securities of each of those Legacy Electriq stockholders will be released from the First Lock-Up Period.

In connection with the Merger Agreement, certain Legacy Electriq stockholders and noteholders entered into the Second Lock-up Agreements with Legacy Electriq and TLG. Pursuant to the Second Lock-up Agreements, certain Legacy Electriq stockholders and noteholders agreed, among other things, that the Second Restricted

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Securities received (a) in exchange for their shares of Legacy Electriq capital stock pursuant to the Private Capital Raise or (b) if such holders invests at the Closing but only to the extent that such holders receive such shares in connection with such investment may not be transferred until the earlier to occur of (i) nine (9) month anniversary of the Closing and (ii) the date after the Closing on which TLG completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of TLG stockholders having the right to exchange their equity holdings in TLG for cash, securities or other property; provided that 25% of the Second Restricted Securities shall be released from the Second Lock-up Period at the three (3) month anniversary of the Closing.

Pursuant to the Support Agreement, dated as of November 13, 2022, by and among TLG and the other parties thereto, Sponsor and the TLG directors agreed, among other things, that any shares of Electriq common stock issued upon conversion of shares of Class F common stock in the Business Combination held by Sponsor are subject to a similar restriction and Sponsor agreed that 1,000,000 shares of its Electriq common stock would be subject to an additional similar restriction for five years.

Following the expiration of the First Lock-Up Period and/or Second Lock-Up Period, sales of a substantial number of shares of Electriq common stock in the public market could occur. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of Electriq common stock. As restrictions on resale end and registration statements are available for use, the sale or possibility of sale of these shares could have the effect of increasing the volatility in our share price or the market price of Electriq common stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

Electriq common stock price may be volatile or may decline regardless of our operating performance. You may lose some or all of your investment.

The trading price of Electriq common stock is likely to be volatile. The stock market recently has experienced extreme volatility. This volatility often has been unrelated or disproportionate to the operating performance of particular companies. You may not be able to resell your shares at an attractive price due to a number of factors such as those listed in “—Risks Related to Electriq’s Business” and “—Risks Related to Electriq’s Industry” and the following:

•our operating and financial performance and prospects;

•our quarterly or annual earnings or those of other companies in our industry compared to market expectations;

•conditions that impact demand for our products and/or services;

•future announcements concerning our business, our clients’ businesses or our competitors’ businesses;

•the public’s reaction to our press releases, other public announcements and filings with the SEC;

•the market’s reaction to our reduced disclosure and other requirements as a result of being an “emerging growth company” under the JOBS Act;

•the impact of the COVID-19 pandemic on our financial condition and the results of operations;

•the size of our public float;

•coverage by or changes in financial estimates by securities analysts or failure to meet their expectations;

•market and industry perception of our success, or lack thereof, in pursuing our growth strategy;

•strategic actions by us or our competitors, such as acquisitions or restructurings;

•changes in laws or regulations which adversely affect our industry or us;

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•privacy and data protection laws, privacy or data breaches, or the loss of data;

•changes in accounting standards, policies, guidance, interpretations or principles;

•changes in senior management or key personnel;

•issuances, exchanges or sales, or expected issuances, exchanges or sales of our capital stock;

•changes in our dividend policy;

•adverse resolution of new or pending litigation against us; and

•changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war and responses to such events.

These broad market and industry factors may materially reduce the market price of our Class A common stock, regardless of our operating performance. In addition, price volatility may be greater if the public float and trading volume of our Class A common stock is low. As a result, you may suffer a loss on your investment.

Following periods of market volatility, stockholders may institute securities class-action litigation. If we were involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation.

We do not intend to pay dividends on our Class A common stock for the foreseeable future.

We currently intend to retain all available funds and any future earnings to fund the development and growth of Electriq’s business. As a result, we do not anticipate declaring or paying any cash dividends on our Class A common stock in the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of Electriq’s board of directors and will depend on, among other things, our business prospects, results of operations, financial condition, cash requirements and availability, certain restrictions related to our indebtedness, industry trends and other factors that Electriq’s board of directors may deem relevant. Any such decision will also be subject to compliance with contractual restrictions and covenants in the agreements governing our current and future indebtedness. In addition, we may incur additional indebtedness, the terms of which may further restrict or prevent us from paying dividends on our common stock. As a result, you may have to sell some or all of your Class A common stock after price appreciation in order to generate cash flow from your investment, which you may not be able to do. Our inability or decision not to pay dividends, particularly when others in our industry have elected to do so, could also adversely affect the market price of our Class A common stock.

If securities analysts do not publish research or reports about us, or if they issue unfavorable commentary about us or our industry or downgrade our Class A common stock, the price of our Class A common stock could decline.

The trading market for our Class A common stock will depend in part on the research and reports that third-party securities analysts publish about us and the industries in which we operate. We may be unable or slow to attract research coverage and if one or more analysts cease coverage of us, the price and trading volume of our securities would likely be negatively impacted. If any of the analysts that may cover us change their recommendation regarding our securities adversely, or provide more favorable relative recommendations about our competitors, the price of our securities would likely decline. If any analyst that may cover us ceases covering us or fails to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price or trading volume of our securities to decline. Moreover, if one or more of the analysts who cover us downgrades our Class A common stock, or if our reporting results do not meet their expectations, the market price of our Class A common stock could decline.

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Electriq may be subject to securities class action litigation, which may harm its business and operating results.

Companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. Electriq may be the target of this type of litigation in the future. Securities litigation against Electriq could result in substantial costs and damages and divert Electriq management’s attention from other business concerns, which could seriously harm Electriq’s business, results of operations, financial condition and cash flows.

Electriq may also be called on to defend itself against lawsuits relating to its business operations. Some of these claims may seek significant damages amounts. Due to the inherent uncertainties of litigation, the ultimate outcome of any such proceedings cannot be accurately predicted. A future unfavorable outcome in a legal proceeding could have an adverse impact on Electriq’s business, financial condition and results of operations. In addition, current and future litigation, regardless of its merits, could result in substantial legal fees, settlements or judgment costs and a diversion of Electriq management’s attention and resources that are needed to successfully run Electriq’s business.

The Electriq preferred stock issued at Closing is subject to mandatory redemption after three years, in either cash or shares of our Class A common stock. As a result, the mandatory redemption of Electriq preferred stock may result in dilution to holders of our Class A common stock and/or may require Electriq to expend significant amounts of cash. The holders of Electriq preferred stock could receive more shares of Class A common stock if the market price of our Class A common stock declines and if the Electriq preferred stock is redeemed at the holder’s option for shares of Class A common stock, which could exacerbate the dilution to holders of our Class A common stock. Further, if holders choose to redeem our Electriq preferred stock for cash, we may not have sufficient cash to settle redemption of the Electriq preferred stock in cash.

Dividends on the Electriq preferred stock will be paid at a cumulative rate of 15% per annum, payable in kind in shares of Electriq preferred stock. As a result, each person who received one (1) share of Electriq preferred stock on its original issue date will hold, on the third anniversary of the original issue date and after payment of all dividends due on that share of Electriq preferred stock, 1.521 shares of Electriq preferred stock. Each share of Electriq preferred stock will be subject to mandatory redemption after three years, at the option of the holder, for either (i) cash equal to $10.00 per share (the “TLG Preferred Redemption Price”) or (ii) a number of shares of Electriq common stock equal to the quotient of the TLG Preferred Redemption Price divided by the fair market value of a share of Electriq common stock, subject to a maximum of 10 shares of Electriq common stock. The TLG Preferred Redemption Price will be paid on all outstanding shares of Electriq preferred stock that the holder elects to redeem for cash, including any outstanding shares received as dividends, as well as any shares relating to unpaid and accrued dividends.

If the trading price of a share of our Class A common stock declines below $10.00, the number of shares of our Class A common stock that could be issued on the mandatory redemption of the Electriq preferred stock would increase, and holders of our common stock might experience even greater dilution. We estimate that if, in the mandatory redemption, all the holders of Electriq preferred stock elect to receive our Class A common stock instead of cash, a maximum of 39,387,887 shares of Electriq common stock could be issued, after payment of all dividends due (assuming the fair market value of the Electriq common stock is at or below $1.00 per share). To the extent that the holders of the Electriq preferred stock elect to receive Electriq common stock in redemption of the Electriq preferred stock instead of cash, the price of the Electriq common stock may decrease due to the additional shares in the market. Even the mere perception of eventual sales of Electriq common stock that may be issued on the mandatory redemption of the Electriq preferred stock could lead to a decline in the trading price of the Electriq common stock.

Moreover, we could be required to make cash payments in respect of such shares of Electriq preferred stock upon the mandatory redemption. We estimate that if, in the mandatory redemption, all the holders of Electriq preferred stock elect to receive cash, a maximum of approximately $40.6 million will be required to fulfill those redemption requests. However, we may not have enough available cash on hand or be able to obtain any necessary financing at the time we are required to pay cash with respect to the redemption of such shares of Electriq preferred stock. Our ability to make such cash payments will depend on market conditions and our future performance, which is subject to economic, financial, competitive and other factors beyond our control. This potential cash payment

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obligation could lead to a decline in the trading price of the Electriq common stock and could damage our financial condition and business prospects at that time.

Our issuance of additional shares of Class A common stock or convertible securities could make it difficult for another company to acquire us, may dilute your ownership of us and could adversely affect our stock price.

From time to time in the future, we may also issue additional shares of our Class A common stock or securities convertible into Class A common stock pursuant to a variety of transactions, including acquisitions. The issuance by us of additional shares of our Class A common stock or securities convertible into our Class A common stock would dilute your ownership of us and the sale of a significant amount of such shares in the public market could adversely affect prevailing market prices of our Class A common stock.

In the future, we expect to obtain financing or to further increase our capital resources by issuing additional shares of our capital stock or offering debt or other equity securities, including senior or subordinated notes, debt securities convertible into equity or shares of preferred stock. Issuing additional shares of our capital stock, other equity securities, or securities convertible into equity may dilute the economic and voting rights of our existing stockholders, reduce the market price of our Class A common stock or both. Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Additional preferred stock, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of our common stock. Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, which may adversely affect the amount, timing or nature of our future offerings. As a result, holders of our Class A common stock bear the risk that our future offerings may reduce the market price of our Class A common stock and dilute their percentage ownership.

Our issuance of additional shares of common stock or convertible securities could make it difficult for another company to acquire us, may dilute your ownership of us and could adversely affect our stock price.

The shares of our Class A common stock reserved for future issuance under the 2023 Equity Incentive Plan and under the Legacy Electriq incentive award plan assumed in the Business Combination will become eligible for sale in the public market once those shares are issued, subject to provisions relating to various vesting agreements, lock-up agreements and, in some cases, limitations on volume and manner of sale by affiliates under Rule 144, as applicable. The number of shares to be reserved for future issuance (i) under the Equity Incentive Plan was equal to approximately 10% of the number of outstanding shares of Class A common stock on a fully diluted basis as of immediately following the Closing.

Future sales, or the perception of future sales, of our Class A common stock by us or our stockholders in the public market could cause the market price for our common stock to decline.

The sale of substantial amounts of shares of our Class A common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

All shares of Class A common stock that were issued as merger consideration in the Business Combination are freely tradable, subject to certain lock-ups, without registration under the Securities Act and without restriction by persons other than our “affiliates” (as defined under Rule 144 of the Securities Act, referred to herein as “Rule 144”), including our directors, executive officers and other affiliates. Upon the expiration or waiver of the lock-ups described above, shares held by certain of our stockholders will be eligible for resale, subject to, in the case of certain stockholders, volume, manner of sale and other limitations under Rule 144. In addition, pursuant to the amended and restated registration rights agreement, dated July 31, 2023 (the “Registration Rights Agreement”), certain stockholders have the right, subject to certain conditions, to require us to register the sale of their shares of our Class A common stock under the Securities Act. We will bear the cost of registering these securities. By exercising their registration rights and selling a large number of shares, these stockholders could cause the prevailing market price of our Class A common stock to decline.

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We have also agreed to provide certain shelf registration rights to register the resale of shares of Class A common stock issuable upon, among other things, the Lawrie Notes Conversion, the Working Capital Loan Conversion, redemption of the shares of TLG preferred stock, the exercise of the Private Placement Warrants and the conversion of the shares of Class F common stock.

As restrictions on resale end or if these stockholders exercise their registration rights, the market price of shares of our Class A common stock could drop significantly if the holders of these shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of our shares of Class A common stock or other securities.

The warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.

The warrant agreement that governs the Electriq Warrants provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Additionally, this provision does not apply to claims under the Securities Act, over which the federal and state courts have concurrent jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope of the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

Exercise of our Warrants for Class A common stock would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

Electriq has an aggregate of 16,333,333 Public Warrants and Private Placement Warrants, collectively, issued and outstanding, representing the right to purchase an equivalent amount of shares of our Class A common stock, which became exercisable 30 days after the completion of the Business Combination. The exercise price of these warrants is $6.57 per share. To the extent such warrants are exercised, additional shares of our Class A common stock will be issued, which will result in dilution to our stockholders and, once registered, increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of our Class A common stock. However, there is no guarantee that the warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless.

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The Public Warrants may never be in the money, and they may expire worthless and the terms of the Warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then-outstanding public warrants approve of such amendment.

The warrant agreement provides that the terms of the Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then-outstanding Public Warrants to make any change that adversely affects the interests of the registered holders of Public Warrants. Accordingly, we may amend the terms of the Public Warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding Public Warrants approve of such amendment. Although our ability to amend the terms of the Public Warrants with the consent of at least 50% of the then outstanding Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the Public Warrants, shorten the exercise period or decrease the number of shares of Electriq common stock purchasable upon exercise of a Public Warrant.

We are an “emerging growth company” and a “smaller reporting company” within the meaning of the Securities Act, and we intend to take advantage of certain exemptions from disclosure requirements available to emerging growth companies and/or smaller reporting companies, which could make our securities less attractive to investors and may make it more difficult to compare our performance with that of other public companies.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparability of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of the shares of our Class A common stock held by non-affiliates exceeds $700 million as of the prior June 30, or (ii) our annual revenue exceeded $100 million during such completed fiscal year and the market value of the shares of our Class A common stock held by non-affiliates exceeds $250 million as of the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

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Anti-takeover provisions in our governing documents and under Delaware law could make an acquisition of us more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our common stock.

The Charter, Electriq’s bylaws and Delaware law contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by Electriq’s board of directors. Among other things, the Charter and/or Electriq’s bylaws include the following provisions:

•limitations on convening special stockholder meetings, which could make it difficult for our stockholders to adopt desired governance changes;

•a forum selection clause, which means certain litigation against us can only be brought in Delaware;

•the authorization of undesignated preferred stock, the terms of which may be established and shares of which may be issued without further action by our stockholders;

•provisions requiring bylaw amendments by stockholders to be approved by holders of at least two-thirds of the voting power of all the outstanding shares of Electriq voting stock entitled to vote generally in the election of directors; and

•advance notice procedures, which apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management. Any provision of the Charter, Electriq’s bylaws or Delaware law that has the effect of delaying, preventing or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock and could also affect the price that some investors are willing to pay for our common stock.

The Charter provides that the Court of Chancery of the State of Delaware is the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

The Charter provides that, unless we consent in writing to the selection of an alternative forum, (a) the Court of Chancery (the “Chancery Court”) of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting any internal corporate claims; and (b) the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Notwithstanding the foregoing, such forum selection provisions shall not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts of the United States have exclusive jurisdiction. The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage such lawsuits against us and our directors, officers, and other employees. Alternatively, if a court were to find the choice of forum provision contained in the Charter to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations, and financial condition.

Additionally, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. As noted above, the Charter and Electriq’s bylaws will provide that the federal district courts of the United States of America shall have jurisdiction over any action arising under the Securities Act. Accordingly, there is uncertainty as to whether a court would enforce such provision. In addition, investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

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Not applicable.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the last fiscal quarter, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement.

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Item 6.    Exhibits

Exhibit Number	Description of Exhibit
2.1†	Merger Agreement, dated as of November 13, 2022, by and among TLG Acquisition One Corp., Eagle Merger Corp. and Electriq Power, Inc. (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (File No. 001-39948) filed with the SEC on November 14, 2022).
2.2	First Amendment to Merger Agreement, dated as of December 23, 2022, by and among TLG Acquisition One Corp., Eagle Merger Corp. and Electriq Power, Inc. (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (File No. 001-39948) filed with the SEC on December 23, 2022).
2.3	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. (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (File No. 001-39948) filed with the SEC on March 23, 2023).
2.4	Third Amendment to Merger Agreement, dated as of June 8, 2023, by and among TLG Acquisition One Corp., Eagle Merger Corp. and Electriq Power, Inc. (incorporated by reference to Exhibit 2.4 to the Registrant’s Amendment No. 3 to Registration Statement on Form S-4 (File No. 333-268349) filed with the SEC on June 8, 2023).
3.1*	Second Amended and Restated Certificate of Incorporation of Electriq Power Holdings, Inc.
3.2	Form of Certificate of Designation of Series A Cumulative Redeemable Preferred Stock of Electriq Power Holdings, Inc. (incorporated by reference to Exhibit 3.5 to the Registrant’s Amendment No. 5 to Registration Statement on Form S-4 (File No. 333-268349) filed with the SEC on July 10, 2023)
3.3	Amended and Restated Bylaws of Electriq Power Holdings, Inc. (incorporated by reference to Exhibit 3.6 to the Registrant’s Amendment No. 5 to Registration Statement on Form S-4 (File No. 333-268349) filed with the SEC on July 10, 2023).
4.1	Warrant Agreement, dated January 27, 2021, by and between TLG Acquisition One Corp. and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-39948) filed with the SEC on February 1, 2021).
4.2	Amendment No. 1 to Warrant Agreement, dated July 31, 2023, by and between TLG Acquisition One Corp. and Continental Stock Transfer & Trust Company, as warrant agent (incorporated herein by reference to Exhibit 4.3 to the Current Report on 8-K filed by the Registrant on August 4, 2023).
10.1	Form of Indemnification Agreement (incorporated by reference to Exhibit 10.33 to the Registrant’s Registration Statement on Amendment No. 4 to Form S-4 (File No. 333-333-268349) filed with the SEC on June 29, 2023).
10.2*	Amended and Restated Registration Rights Agreement, by and among TLG Acquisition One Corp. and certain security holders
10.3	Letter Agreement, dated June 28, 2023, by and between TLG Acquisition One Corp. and Meteora Capital, LLC (incorporated herein by reference to Exhibit 10.3 to the Current Report on 8-K filed by the Registrant on August 4, 2023).
10.4+	Electriq Power Holdings, Inc. 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.14 to the Registrant’s Amendment No. 5 to Registration Statement on Form S-4 (File No. 333-268349) filed with the SEC on July 10, 2023).
10.5	Sponsor Agreement, dated as of November 13, 2022, by and among TLG Acquisition One Corp., TLG Acquisition Founder LLC, Electriq Power, Inc. and the other parties thereto (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-39948) filed with the SEC on November 14, 2022).
10.6	First Amendment to Sponsor Agreement, dated as of June 8, 2023, by and among TLG Acquisition One Corp., TLG Acquisition Founder LLC, Electriq Power, Inc. and the other parties thereto (incorporated by reference to Exhibit 10.11 to the Registrant’s Amendment No. 3 to Registration Statement on Form S-4 (File No. 333-268349) filed with the SEC on June 8, 2023).

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Exhibit Number	Description of Exhibit
10.7	First Lock-Up Agreement dated November 13, 2022, by and among TLG Acquisition One Corp., Electriq Power, Inc. and the undersigned Persons therein (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-39948) filed with the SEC on November 14, 2022).
10.8*	First Amendment to First Lock-Up Agreement, dated March 22, 2023, by and among TLG Acquisition One Corp., Electriq Power, Inc. and the undersigned Persons therein.
10.9*	Second Amendment to First Lock-Up Agreement, dated as of June 8, 2023, by and among TLG Acquisition One Corp., Electriq Power, Inc. and the undersigned Persons therein.
10.10	Form of Second Lock-Up Agreement, (incorporated by reference to Exhibit 10.18 to the Registrant’s Amendment No. 3 to Registration Statement on Form S-4 (File No. 333-268349) filed with the SEC on June 8, 2023).
10.11*	Stockholders’ Agreement, dated as of November 13, 2022, by and among TLG Acquisition One Corp., TLG Acquisition Founder LLC, GBIF Management Ltd. Greensoil Building Innovation Fund Co-Investment I, L.P. and the undersigned stockholders therein.
10.12	Securities Purchase Agreement, dated July 18, 2023, by and between TLG Acquisition One Corp. and David T. Bell and Alison J. Bell with Joint Rights of Survivorship (incorporated herein by reference to Exhibit 10.13 to the Current Report on 8-K filed by the Registrant on August 4, 2023).
10.13	Securities Purchase Agreement, dated July 18, 2023, by and between TLG Acquisition One Corp. and James Lovewell (incorporated herein by reference to Exhibit 10.14 to the Current Report on 8-K filed by the Registrant on August 4, 2023).
10.14	Securities Purchase Agreement, dated July 28, 2023, by and between TLG Acquisition One Corp. and O’Shanter Development Company Ltd. (incorporated herein by reference to Exhibit 10.15 to the Current Report on 8-K filed by the Registrant on August 4, 2023).
10.15	Forward Purchase Agreement, dated July 23, 2023, by and among TLG Acquisition One Corp., Electriq Power, Inc., Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP (incorporated herein by reference to Exhibit 10.1 to the Current Report on 8-K filed by the Registrant on July 24, 2023).
10.16	Subscription Agreement, dated July 23, 2023, by and among TLG Acquisition One Corp., Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP. (incorporated herein by reference to Exhibit 10.2 to the Current Report on 8-K filed by the Registrant on July 24, 2023).
10.17+	Employment Agreement dated August 22, 2023 by and between the Registrant and Frank Magnotti (incorporated by reference to Exhibit 10.18 to Form S-1 filed with the SEC on September 22, 2023)
10.18+	Employment Agreement dated August 22, 2023 by and between the Registrant and Petrina Thomson (incorporated by reference to Exhibit 10.19 to Form S-1 filed with the SEC on September 22, 2023)
10.19+	Employment Agreement dated August 22, 2023 by and between the Registrant and James Van Hoof (incorporated by reference to Exhibit 10.20 to Form S-1 filed with the SEC on September 22, 2023)
10.20+	Employment Agreement dated August 22, 2023 by and between the Registrant and Jan Klube (incorporated by reference to Exhibit 10.21 to Form S-1 filed with the SEC on September 22, 2023)
10.21	Letter Agreement, dated September 21, 2023, by and between TLG Acquisition Founder LLC and Electriq Power Holdings, Inc.
10.22*	Binding Term Sheet, dated November 12, 2023, by and between Electriq Power Holdings, Inc., Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP, and Meteora Select Trading Opportunities Master, LP
31.1*	Certification of the Company’s Chief Executive Officer Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 7241).

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Exhibit Number	Description of Exhibit
31.2*	Certification of the Company’s Chief Financial Officer Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 7241).
32.1*	Certification of the Company’s Chief Executive Officer Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
32.2*	Certification of the Company’s Chief Financial Officer Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
101.INS*	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because iXBRL tags are embedded within the Inline XBRL document).
101.SCH*	Inline XBRL Taxonomy Extension Schema Document.
101.CAL*	Inline XBRL Taxonomy Calculation Linkbase Document.
101.DEF*	Inline XBRL Taxonomy Definition Linkbase Document.
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

___________________

*Filed herewith.

+Indicates a management or compensatory plan.

†Schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Registration S-K. The Registrant hereby agrees to furnish a copy of any omitted schedules to the SEC upon request.

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SIGNATURES

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, on this 14th day of November, 2023.

Electriq Power Holdings, Inc.
By:	/s/ Frank Magnotti
Name:	Frank Magnotti
Title:	Chief Executive Officer
	(Principal Executive Officer and Authorized Signatory)

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EX-3.2

1 CERTIFICATE OF DESIGNATION OF SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK OF ELECTRIQ POWER HOLDINGS, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware (as amended, supplemented or restated from time to time, the “DGCL”), Electriq Power Holdings, Inc., a corporation organized and existing under the DGCL (the “Corporation”) which was formerly known as TLG Acquisition One Corp., in accordance with the provisions of Section 103 thereof, does hereby submit the following: WHEREAS, the Second Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) authorizes the issuance of up to 4,500,000 shares of preferred stock, par value $0.0001 per share, of the Corporation (“Preferred Stock”) in one or more series, and expressly authorizes the board of directors of the Corporation (the “Board”), subject to limitations prescribed by law, to provide, out of the unissued shares of Preferred Stock, for series of Preferred Stock, and, with respect to each such series, to determine and fix the number of shares to be included in any series of Preferred Stock and the voting powers, full or limited, or no voting powers, and such designation, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions of the shares of such series; and WHEREAS, it is the desire of the Board to determine and fix the number of shares to be included in a new series of Preferred Stock and the designation, rights, preferences, powers, restrictions and limitations of the shares of such new series. NOW, THEREFORE, BE IT RESOLVED, that the Board does hereby provide for the issue of a series of Preferred Stock and does hereby in this Certificate of Designation (the “Certificate of Designation”) determine and fix and herein state and express the designation, rights, preferences, powers, restrictions and limitations of such series of Preferred Stock as follows: 1. General. 4,500,000 shares of the authorized and unissued Preferred Stock of the Corporation are hereby designated Series A Cumulative Redeemable Preferred Stock (“Series A Preferred Stock”) with the following rights, preferences, powers, privileges and restrictions, qualifications and limitations. Fractional shares of Series A Preferred Stock may be issued that shall entitle a holder of shares of Series A Preferred Stock, in proportion to such holder of Series A Preferred Stock’s fractional shares, to exercise voting rights, to receive dividends, to participate in distributions and to have the benefit of all other rights of holders of Series A Preferred Stock. Series A Preferred Stock shall be issued in book entry form only and shall not be represented by certificates. The Series A Preferred Stock ranks, with respect to the payment of dividends and distributions upon liquidation, dissolution or winding-up, senior to the Corporation’s Class A common stock, par value $0.0001 per share (“Common Stock”), and each other class or series of capital stock the Corporation may issue in the future the terms of which do not expressly provide that it ranks on a parity with or senior to the Series A Preferred Stock as to dividend and distribution rights and rights on liquidation, winding-up or dissolution of the Corporation (the Common Stock and each such other class or series of capital stock, collectively, “Junior Securities”). 2. Dividends. From and after the date of the issuance of any shares of Series A Preferred Stock, dividends, payable solely in the form of shares (or fractions thereof) of Series A Preferred Stock, shall accrue on each outstanding share (or fractional share) of Series A Preferred Stock at the rate per annum of fifteen percent (15.0%) of the Original Issue Price plus the amount (expressed as a number of shares of Series A Preferred Stock) of any previously accrued and unpaid dividends, compounded annually, on each such share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Preferred Stock) (the “Accruing Dividends”). Accruing Dividends shall accrue from day to day, whether or not declared, and shall be cumulative; provided, however, that except as set forth in the following sentence of this Section 2 or in Section 3, Section 5 or Section 6, such Accruing Dividends shall be payable only when, as, and if declared by the Board of Directors and the Corporation shall be under no obligation to declare such Accruing Dividends. The Accruing Dividends shall not be paid in cash and shall be paid only in the form of shares (or fractions of shares) of Series A Preferred Stock equal to (A) the Accruing Dividends accrued and unpaid as of the relevant Dividend Payment Date (as defined below) divided by (B) the Original Issue Price (as defined below). The Accruing Dividends shall be calculated and compounded annually in arrears on each anniversary of the date on which the first share of Series A Preferred Stock was issued (the “Original Issue Date”), or if any such date for payment is not a Business Day (as DocuSign Envelope ID: E634C67F-3684-463D-86AB-B82D75303C64

2 defined below), on the Business Day next succeeding such day (each such date being a “Dividend Record Date”). Accruing Dividends shall be paid in arrears on or prior to the day that is five (5) Business Days after each Dividend Record Date (each such date, regardless of whether any such Accruing Dividends have been declared, a “Dividend Payment Date”), unless prohibited by applicable law. The “Original Issue Price” shall mean $10.00 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Preferred Stock. 3. Liquidation, Dissolution or Winding Up; Certain Mergers, Consolidations and Asset Sales. 3.1 Preferential Payments to Holders of Series A Preferred Stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation (a “Liquidation Event”), the holders of each share (or fractional share) of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, and in the event of a Deemed Liquidation Event (as defined below), the holders of each share (or fractional share) of Series A Preferred Stock then outstanding shall be entitled to be paid out of the consideration payable to stockholders in such Deemed Liquidation Event or out of the Available Proceeds (as defined below), as applicable, before any payment shall be made to the holders of Common Stock by reason of their ownership thereof, an amount in cash equal to the Original Issue Price plus any Accruing Dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon. If upon any such liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event, the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of Series A Preferred Stock the full amount to which they shall be entitled under this Subsection 3.1, the holders of shares of Series A Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. The amount which a holder of each share (or fractional share) of Series A Preferred Stock is entitled to receive under this Subsection 3.1 is hereinafter referred to as the “Liquidation Amount.” Upon payment of the Liquidation Amount in respect of a share of Series A Preferred Stock, such share shall no longer confer any rights, powers or preferences upon the holder. 3.2 Deemed Liquidation Events. 3.2.1 Definition. Each of the following events shall be considered a “Deemed Liquidation Event” unless the holders of at least a majority of the outstanding shares of Series A Preferred Stock (the “Requisite Holders”) elect otherwise by written notice sent to the Corporation at least 30 days prior to the effective date of any such event: (a) a merger or consolidation in which: (i) the Corporation is a constituent party; or (ii) a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation; or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; (b) (1) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, or (2) the sale or disposition (whether by merger, consolidation or otherwise, and whether in a single transaction or a series of related transactions) of one or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary, or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Corporation; DocuSign Envelope ID: E634C67F-3684-463D-86AB-B82D75303C64

3 (c) the sale or transfer by the Corporation or its stockholders of more than fifty percent (50%) of the voting power of the Corporation in a transaction or series of related transactions other than in a transaction or series of transactions effected by the Corporation primarily for financing purposes; or (d) a “person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) has become the direct or indirect “beneficial owner” (determined in accordance with Rule 13d-3 under the Exchange Act) of the shares of the Corporation’s voting securities representing more than 50% of the voting power of all of the Corporation’s then outstanding common equity (including then outstanding preferred equity voting on an as converted basis with common equity). 3.2.2 Effecting a Deemed Liquidation Event. (a) The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 3.2.1(a)(i), Subsection 3.2(c) or Subsection 3.2(d) unless the agreement or plan of merger, consolidation or stock acquisition for such transaction (collectively, the “Transaction Agreement”) provided that the consideration payable to the stockholders of the Corporation in such Deemed Liquidation Event shall be paid to the holders of capital stock of the Corporation in accordance with Subsection 3.1. (b) In the event of a Deemed Liquidation Event referred to in Subsections 3.2.1(a)(ii) or 3.2.1(b), if the Corporation does not effect a dissolution of the Corporation under the DGCL within ninety (90) days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Series A Preferred Stock no later than the ninetieth (90th) day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause; (ii) to require the redemption of such shares of Series A Preferred Stock, and (iii) if the holders of at least a majority of the then outstanding shares of Series A Preferred Stock so request in a written instrument delivered to the Corporation not later than one hundred twenty (120) days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the Board), together with any other assets of the Corporation available for distribution to its stockholders, all to the extent permitted by Delaware law governing distributions to stockholders (the “Available Proceeds”), on the one hundred fiftieth (150th) day after such Deemed Liquidation Event, to redeem all outstanding shares of Series A Preferred Stock at a price per share equal to the Liquidation Amount; provided, however, that any consideration that is payable to the stockholders of the Corporation only upon satisfaction of contingencies shall not be deemed to be Available Proceeds until such contingencies are satisfied and the Corporation has received and is irrevocably entitled to such consideration. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem each outstanding share (or fractional share) of Series A Preferred Stock, the Corporation shall redeem a pro rata portion of each holder’s shares of Series A Preferred Stock to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing distributions to stockholders. The provisions of Section 5 shall apply, with such necessary changes in the details thereof as are necessitated by the context, to the redemption of the Series A Preferred Stock pursuant to this Subsection 3.2.2(b). Prior to the distribution or redemption provided for in this Subsection 3.3.2(b), the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation Event or in the ordinary course of business. 3.2.3 Allocation of Escrow and Contingent Consideration. In the event of a Deemed Liquidation Event, if any portion of the consideration payable to the stockholders of the Corporation is payable only upon satisfaction of contingencies, including any Available Proceeds (the “Additional Consideration”), the Transaction Agreement shall provide that (a) the portion of such consideration that is not Additional Consideration (such portion, the “Initial Consideration”) shall be allocated among the holders of capital stock of the Corporation in accordance with Subsection 3.1 as if the Initial Consideration were the only consideration payable in connection with such Deemed Liquidation Event; and (b) any Additional Consideration which becomes payable to the stockholders of the Corporation upon satisfaction of such contingencies shall be allocated among the holders of capital stock of the Corporation in accordance with Subsection 3.1 after taking into account the previous payment of the Initial Consideration as part of the same transaction. For the purposes of this Subsection 3.2.3, consideration placed into DocuSign Envelope ID: E634C67F-3684-463D-86AB-B82D75303C64

4 escrow or retained as a holdback to be available for satisfaction of indemnification or similar obligations in connection with such Deemed Liquidation Event shall be deemed to be Additional Consideration. 3.3 Remaining Assets. After the payment, or setting aside for payment, to the Holders of the full preferential amounts set forth in Section 3.1, the Corporation’s entire remaining assets legally available for distribution to the stockholders shall be distributed pro rata to the holders of the Common Stock. 3.4 Valuation of Non-Cash Assets. If any assets of the Corporation distributed to stockholders in connection with a Liquidation Event or a Deemed Liquidation Event are other than cash, then the value of such assets on the distribution date shall be their fair market value, as determined by the Board in good faith; provided, that any publicly-traded securities to be distributed to stockholders shall be determined as of the day (such day, the “Determination Date”) that is five Trading Days (as defined below) prior to the date of such distribution to the stockholders, and such securities shall be valued at the volume weighted average closing price of the securities on the primary market or exchange on which the securities are traded over a period of the twenty consecutive Trading Days the last day of which is the Trading Day before the Determination Date (the “Determination Period”). 4. Voting. Except as provided by law and in this Section 4, shares of the Series A Preferred Stock shall not confer on the holders thereof any right to vote, as a separate class or otherwise, on any matter presented to the stockholders of the Corporation or any class thereof for their action or consideration at any stockholder meeting (or by written consent of stockholders in lieu of meeting), except that so long as any shares of Series A Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote or action by written consent of the Requisite Holders, (i) alter or change the powers, preferences or rights given to the Series A Preferred Stock or alter or amend this Certificate of Designation or the Certificate of Incorporation, bylaws or any similar document of the Corporation, in any such case, in a manner that is adverse to holders of the Series A Preferred Stock in any material respect, or (ii) (x) create, or authorize the creation of, or issue or obligate itself to issue shares of, or reclassify, any capital stock unless the same ranks junior to the Series A Preferred Stock with respect to its rights, preferences and privileges, or (y) increase the authorized number of shares of Series A Preferred Stock or any additional class or series of capital stock of the Corporation unless the same ranks junior to the Series A Preferred Stock with respect to its rights, preferences and privileges. For the avoidance of doubt, neither (a) an adverse effect on the rights, preferences, privileges or voting power of the Common Stock nor (b) the authorization or issuance of any Junior Securities shall, in either case, be deemed to have an adverse effect on the powers, preferences or rights of the Series A Preferred Stock. 5. Mandatory Redemption. 5.1 General. The issued and outstanding Series A Preferred Stock shall be subject to mandatory redemption by the Corporation (the “Mandatory Redemption”) upon the date which is the third (3rd) anniversary of the Original Issue Date (or, if such date is not a Business Day, on the next succeeding Business Day) (the “Mandatory Redemption Date”). The Corporation shall apply all of its assets to any such Mandatory Redemption, and to no other corporate purpose, except to the extent prohibited by Delaware law governing distributions to stockholders or any other applicable law. 5.1.1 On the Mandatory Redemption Date, each share (or fractional share) of Series A Preferred Stock (including shares of Series A Preferred Stock issued in payment of or payable in respect of Accruing Dividends whether or not declared) shall be redeemed by the Corporation in exchange for the Redemption Price (as defined below), payable by the Corporation, depending on the election of the holder as provided in Subsection 5.3.1, either in (i) cash equal to the Redemption Price for each share of Series A Preferred Stock so redeemed, or (ii) such number of fully paid and non-assessable shares of Common Stock as is determined by dividing the Redemption Price by the Fair Market Value (as defined below) of a share of Common Stock as of the Mandatory Redemption Date (the “Redemption Ratio”); provided that the Redemption Ratio to be used for such redemption into Common Stock shall be no greater than 10. The “Redemption Price” per share of Series A Preferred Stock outstanding shall be equal to the Series A Original Issue Price, subject to adjustment as provided below, plus any Accruing Dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon. 5.1.2 On and after the close of business on the Mandatory Redemption Date, upon the full payment of the Redemption Price for each Share of Series A Preferred Stock as provided in Subsection 5.1.1, (i) each share of DocuSign Envelope ID: E634C67F-3684-463D-86AB-B82D75303C64

5 Series A Preferred Stock that has been redeemed for either cash or Common Stock (including, in each case, fractional shares) shall be retired and cancelled, and (ii) Accruing Dividends with respect to each such share of Series A Preferred Stock shall cease to accrue and all rights whatsoever with respect to such shares shall terminate. The Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Series A Preferred Stock accordingly. 5.1.3 For purposes of the Mandatory Redemption, the number of shares of Series A Preferred Stock outstanding shall, for the avoidance of doubt, be deemed to include the issuance of shares of Series A Preferred Stock issuable in respect of Accruing Dividends then accrued but undeclared or unpaid through the Mandatory Redemption Date. 5.1.4 “Fair Market Value” shall mean (a) if the Common Stock is then traded on one or more established markets or exchanges, the volume weighted average closing price of a share of Common Stock on the primary market or exchange on which the Common Stock is traded over the period of twenty consecutive Trading Days (as defined below) ending five Trading Days prior to the Mandatory Redemption Date or (b) if the Common Stock is not so traded, the value that would be obtained in an arms-length transaction between an informed and willing buyer and an informed and willing seller, neither of whom is under any compulsion to buy or sell, respectively, and without regard to the particular circumstances of the buyer or seller, and determined without regard to any discounts for minority interest, illiquidity or other discounts by a qualified independent professional appraiser selected by the Corporation. The cost of any independent appraisal in connection with the determination of Fair Market Value in accordance herewith shall be borne by the Corporation. A “Trading Day” shall be each Monday through Friday, other than any day on which securities are not traded in the system or on the exchange that is the principal market for the Common Stock, as determined by the Board of Directors of the Corporation. 5.2 Fractional Shares. No fractional shares of Common Stock shall be issued upon redemption of the Series A Preferred Stock in accordance with Subsection 5.1.1 above. In lieu of any fractional shares of Common Stock to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the Fair Market Value (as defined below) of a share of Common Stock as of the Mandatory Redemption Date. Whether or not fractional shares would be issuable upon such redemption shall be determined on the basis of the total number of shares of Common Stock issuable as a result of such redemption to that holder of Series A Preferred Stock in accordance with Subsection 5.1 above. 5.3 Mechanics of Redemption. 5.3.1 Notice. No later than fifteen (15) days prior to the Mandatory Redemption Date, the Corporation shall provide written notice to each holder of Series A Preferred Stock of the Mandatory Redemption Date, and no later than five (5) days after receipt of such notice, each holder of Series A Preferred Stock shall provide written notice to the Corporation’s transfer agent at the office of the transfer agent for the Series A Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent) either that such holder elects to receive the Redemption Price with respect to the Mandatory Redemption of all of such holder’s shares of Series A Preferred Stock either in the form of shares of Common Stock or in cash. Such notice shall state such holder’s name or the names of the nominees in which, if payment of the Redemption Price in the form of shares of Common Stock is elected, such holder wishes the shares of Common Stock to be issued. If a holder of Series A Preferred Stock does not timely deliver a notice compliant with this Subsection 5.3.1, the Corporation may in its sole discretion elect to pay the Redemption Price in respect of such holder’s redeemed shares either in the form of shares of Common Stock or in cash, as calculated in accordance with Subsection 5.1. 5.3.2 Reservation of Shares. (a) Common Stock. The Corporation shall at all times when the Series A Preferred Stock shall be outstanding, reserve and keep available out of its authorized but unissued capital stock, for the purpose of effecting the redemption of the Series A Preferred Stock, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the redemption of all outstanding Series A Preferred Stock assuming payment in the form of Common Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the redemption of all then outstanding shares of the Series A Preferred Stock in the form of Common Stock, the Corporation shall take such corporate action as may be necessary to increase its DocuSign Envelope ID: E634C67F-3684-463D-86AB-B82D75303C64

6 authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the Certificate of Incorporation. Before taking any action which would cause an adjustment reducing the Redemption Price below the then par value of the shares of Common Stock issuable upon redemption of the Series A Preferred Stock, the Corporation will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Redemption Price. (b) Series A Preferred Stock. The Corporation shall at all times when the Series A Preferred Stock shall be outstanding, reserve and keep available out of its authorized but unissued capital stock, for the purpose of effecting the payment of the Accruing Dividends, such number of its duly authorized shares of Series A Preferred Stock as shall from time to time be sufficient to effect the payment of all Accruing Dividends; and if at any time the number of authorized but unissued shares of Series A Preferred Stock shall not be sufficient to effect the payment of all then accrued but unpaid Accruing Dividends, the Corporation shall take such corporate action as may be necessary to increase its authorized but unissued shares of Series A Preferred Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the Certificate of Incorporation. 5.3.3 Taxes. The Corporation shall pay any and all issue and other similar taxes that may be payable in respect of any issuance or delivery of shares of Common Stock upon redemption of shares of Series A Preferred Stock pursuant to this Section 5. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock in a name other than that in which the shares of Series A Preferred Stock so redeemed were registered, and no such issuance or delivery shall be made unless and until the person or entity requesting such issuance has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid. 5.4 Adjustment for Merger or Reorganization, etc. Subject to Section 3.2, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Series A Preferred Stock) is converted into or exchanged for securities, cash or other property, then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series A Preferred Stock shall thereafter be redeemable in lieu of the Common Stock into which it was redeemable prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon redemption of one share of Series A Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions in this Section 5 with respect to the rights and interests thereafter of the holders of the Series A Preferred Stock, to the end that the provisions set forth in this Section 5 (including provisions with respect to changes in and other adjustments of the Redemption Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the redemption of the Series A Preferred Stock. 5.5 Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Redemption Price pursuant to this Section 5, the Corporation at its expense shall, as promptly as reasonably practicable but in any event not later than ten (10) days thereafter, compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of Series A Preferred Stock a certificate setting forth such adjustment or readjustment (including the kind and amount of securities, cash or other property into which the Series A Preferred Stock is convertible) and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, as promptly as reasonably practicable after the written request at any time of any holder of Series A Preferred Stock (but in any event not later than ten (10) days thereafter), furnish or cause to be furnished to such holder a certificate setting forth the Redemption Price then in effect. 5.6 Notice of Record Date. In the event: (a) the Corporation shall take a record of the holders of its Common Stock (or other capital stock or securities at the time issuable upon redemption of the Series A Preferred Stock) for the purpose of entitling or DocuSign Envelope ID: E634C67F-3684-463D-86AB-B82D75303C64

7 enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of capital stock of any class or any other securities, or to receive any other security; or (b) of any capital reorganization of the Corporation, any reclassification of the Common Stock of the Corporation, or any Deemed Liquidation Event; or (c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Corporation, then, and in each such case, the Corporation will send or cause to be sent to the holders of the Series A Preferred Stock a notice specifying, as the case may be, (i) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is proposed to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other capital stock or securities at the time issuable upon the conversion of the Series A Preferred Stock) shall be entitled to exchange their shares of Common Stock (or such other capital stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up, and the amount per share and character of such exchange applicable to the Series A Preferred Stock and the Common Stock. Such notice shall be sent at least ten (10) days prior to the record date or effective date for the event specified in such notice. 6. Redeemed or Otherwise Acquired Shares. Any shares of Series A Preferred Stock that are redeemed or otherwise acquired by the Corporation or any of its subsidiaries shall be automatically and immediately cancelled and retired and shall not be reissued, sold or transferred. Neither the Corporation nor any of its subsidiaries may exercise rights granted to the holders of Series A Preferred Stock following redemption. 7. Dividends on Junior Securities. Subject to the succeeding sentence, so long as any share of Series A Preferred Stock remains outstanding: (a) no dividend shall be set aside for payment and no distribution shall be declared and made or set aside for payment on any Junior Securities; and (b) no shares of Junior Securities shall be purchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly, without, in each case, the affirmative vote or action by written consent of the Requisite Holders. Notwithstanding anything to the contrary, this Section 7 will in no event prohibit or otherwise limit any of the following: (i) any dividend or distribution payable solely in Junior Securities, together with cash in lieu of any fractional security; (ii) purchases, redemptions or other acquisitions of any Junior Securities in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business and consistent with past practices of the Corporation prior to the Original Issue Date, (iii) purchases of, or other payments in lieu of the issuance of, fractional interests in any Junior Securities pursuant to the conversion, exercise or exchange provisions of such Junior Securities or of any securities convertible into, or exercisable or exchangeable for, Junior Securities; (iv) any dividends or distributions of rights or Junior Securities in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; (v) the exchange, reclassification or conversion of Junior Securities for or into other Junior Securities (together with the payment of cash in lieu of fractional securities); and (vi) the adoption and implementation of an employee stock purchase program on customary terms. 8. Waiver. Any of the rights, powers, preferences and other terms of the Series A Preferred Stock set forth herein may be waived on behalf of all holders of Series A Preferred Stock by the affirmative written consent or vote of the Requisite Holders. 9. Next Business Day. Whenever any payment or other obligation pursuant to this Certificate of Designation shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day. For the purposes hereof, “Business Day” shall mean any day other than a Saturday, a Sunday, or any day which is a federal legal holiday in the United States or on which banking institutions in the State of New York are authorized or required by law or governmental action to close. 10. Notices. Any notice required or permitted by the provisions of this Certificate of Designation to be given to a holder of shares of Series A Preferred Stock shall be mailed, postage prepaid, to the post office address last shown on the records of the Corporation, or given by electronic communication in compliance with the provisions of the DGCL, and shall be deemed sent upon such mailing or electronic transmission. DocuSign Envelope ID: E634C67F-3684-463D-86AB-B82D75303C64

8 11. Transfer Restrictions. The Series A Preferred Stock may not be Transferred (unless it is a Permitted Transfer) at any time prior to the Mandatory Redemption Date without the prior written consent of the Board of Directors of the Corporation. “Transferred” means the (i) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any security, (ii) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) public announcement of any intention to effect any transaction specified in clause (i) or (ii). “Permitted Transfer” means any Transfer (i) to any officers or directors of the Corporation, any Affiliates or family members of any of the Corporation’s officers or directors, any members of TLG Acquisition Founder LLC, a Delaware limited liability company (“Sponsor”), or any Affiliates of Sponsor; (ii) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family or an Affiliate of such individual, or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; or (v) by virtue of the laws of the State of Delaware or Sponsor’s limited liability company agreement upon dissolution of Sponsor. “Affiliate” means, with respect to any specified person or entity, any other person or entity directly or indirectly controlling, controlled by or under direct or indirect common control with such specified person or entity. The term “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as applied to any person or entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether through the ownership of voting securities or other ownership interest, by contract or otherwise, and the terms “controlled” and “control” have meanings correlative thereto. [Signature page follows] DocuSign Envelope ID: E634C67F-3684-463D-86AB-B82D75303C64

IN WITNESS WHEREOF, this Certificate of Designation is executed on behalf of the Corporation by the undersigned on this 31st day of July, 2023. By: Name: Frank Magnotti Title: Chief Executive Officer DocuSign Envelope ID: E634C67F-3684-463D-86AB-B82D75303C64

EX-10.2

Execution Version AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Amended and Restated Registration Rights Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of July 31, 2023 (the “Effective Date”) by and among (i) TLG Acquisition One Corp., a Delaware corporation (the “Company”), (ii) the stockholders of the Company listed on the signature page hereto (the “Stockholders”) and (iii) any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.3 of this Agreement (together with the Stockholders and RBC, the “Holders” and each individually a “Holder”). RECITALS WHEREAS, the Company, Electriq Power, Inc., a Delaware corporation (“Eagle”), and Eagle Merger Corp., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”) are parties to that certain Merger Agreement, dated as of November 13, 2022 (the “Merger Agreement”), pursuant to which, Merger Sub merged with and into Eagle (the “Merger”), with Eagle surviving the Merger as a wholly owned subsidiary of the Company; WHEREAS, the Company, the Sponsor, RBC and certain of the Holders, are parties to that certain Registration Rights Agreement, dated as of January 27, 2021 (the “Original Registration Rights Agreement”), which shall be amended and restated by this Agreement; and WHEREAS, in connection with the consummation of the Merger, the holders of a majority in interest of the Registrable Securities under the Original Registration Rights Agreement desire to amend and restate the Original Registration Rights Agreement in its entirety as set forth herein, and the parties hereto desire to enter into this Agreement pursuant to which the Company shall grant the Holders certain registration rights with respect to the Registrable Securities (as defined below) on the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows. ARTICLE I DEFINITIONS The following capitalized terms used herein have the following meanings: “Adverse Disclosure” means any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer of the Company or principal financial officer of the Company, after consultation with counsel to the Company, (a) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (b) would not be required to be made at such time if the DocuSign Envelope ID: 352115B6-76B3-411E-99DA-0649F37FA244

2 Registration Statement were not being filed, declared effective or used, as the case may be, and (c) the Company has a bona fide business purpose for not making such information public. “Agreement” is defined in the preamble to this Agreement. “Blackout Period” is defined in Section 3.4(b). “Block Trade” means an offering and/or sale of Registrable Securities by any Holder on a block trade or underwritten basis (whether firm commitment or otherwise) without substantial marketing efforts prior to pricing, including, without limitation, a same day trade, overnight trade or similar transaction. “Board” means the board of directors of the Company. “Business Combination” shall mean any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses, involving the Company. “Commission” means the Securities and Exchange Commission, or any other Federal agency then administering the Securities Act or the Exchange Act. “Common Stock” means the Class A common stock, par value $0.0001 per share, of the Company. “Common Stock Equivalents” means all options, warrants and other securities convertible into, or exchangeable or exercisable for (at any time or upon the occurrence of any event or contingency and without regard to any vesting or other conditions to which such securities may be subject), shares of Common Stock (including any note or debt security convertible into or exchangeable for shares of Common Stock). “Company” is defined in the preamble to this Agreement. “Demanding Holder” is defined in Section 2.1(e). “Eagle” is defined in the recitals to this Agreement. “Effective Date” is defined in the preamble to this Agreement. “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time. “FINRA” means the Financial Industry Regulatory Authority Inc. “Form S-1 Shelf” is defined in Section 2.1(b). “Form S-3 Shelf” is defined in Section 2.1(b). DocuSign Envelope ID: 352115B6-76B3-411E-99DA-0649F37FA244

3 “Founder Shares” means shares of Class F Common Stock originally purchased by Sponsor pursuant to that certain Securities Subscription Agreement, dated as of October 13, 2020, by and between the Company and Sponsor. “Governmental Authority” means any federal, state, provincial, municipal, local or foreign government, governmental authority, regulatory or administrative agency (which for the purposes of this Agreement shall include FINRA and the Commission), governmental commission, department, board, bureau, agency or instrumentality, court or tribunal. “Governmental Order” means any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any Governmental Authority. “Greensoil” means GBIF Management Ltd. “Holder” is defined in the preamble to this Agreement. “Holder Indemnified Party” is defined in Section 4.1. “Indemnified Party” is defined in Section 4.3. “Indemnifying Party” is defined in Section 4.3. “Law” means any statute, law, ordinance, rule, regulation or Governmental Order, in each case, of any Governmental Authority. “Letter Agreement” means that certain Letter Agreement, by and between the Company, the Sponsor, and each director and officer of the Company, dated January 27, 2021. “Long-Form Registration” has the meaning set forth in Section 2.1(a). “Maximum Number of Securities” is defined in Section 2.1(f). “Merger” is defined in the recitals to this Agreement. “Merger Agreement” is defined in the recitals to this Agreement. “Merger Sub” is defined in the recitals to this Agreement. “Minimum Takedown Threshold” is defined in Section 2.1(e). “Misstatement” means an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading. “New Registration Statement” is defined in Section 2.1(h). “Notices” is defined in Section 5.4. DocuSign Envelope ID: 352115B6-76B3-411E-99DA-0649F37FA244

4 “Opt-Out Request” is defined in Section 5.10. “Original Registration Rights Agreement” is defined in the recitals to this Agreement. “Other Coordinated Offering” is defined in Section 2.4(a). “Permitted Transferees” shall mean a person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration of the Private Placement Lock-up Period under the RBC Side Letter and any other applicable agreement between such Holder and the Company, and to any transferee thereafter. “Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity. “Piggyback Registration” is defined in Section 2.2(a). “Private Placement Lock-up Period” shall mean, with respect to Private Placement Warrants that are held by the initial purchasers of such Private Placement Warrants or their Permitted Transferees, and any of the shares of Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants and that are held by the initial purchasers of the Private Placement Warrants or their Permitted Transferees, the period ending 30 days after the completion of the Company’s initial Business Combination. “Private Placement Warrants” means 6,666,667 private placement warrants that were issued and sold simultaneously with the initial public offer of the Company at a price of $1.50 per warrant. “Prospectus” means the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus. “RBC” means RBC Capital Markets, LLC, a Minnesota limited liability company. “RBC Side Letter” shall mean that certain letter agreement, dated as of January 27, 2021, by and between the Company and RBC. “Register,” “Registered” and “Registration” mean a registration, including any related Shelf Takedown but excluding a registration on Form S-4 or Form S-8, or their successors, or any registration covering only securities proposed to be issued in exchange for securities or assets of another entity, effected by preparing and filing a registration statement, prospectus or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective. “Registrable Securities” means (a) the shares of Common Stock issued or issuable upon the conversion of any Founder Shares, (b) the Private Placement Warrants (including any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants), (c) any equity securities (including the shares of the Common Stock issued or issuable upon the exercise of any such equity security) of the Company issuable upon conversion of any working DocuSign Envelope ID: 352115B6-76B3-411E-99DA-0649F37FA244

5 capital loans made to the Company by a Holder, (d) any shares of Common Stock held by the Holders at any time (including those held as a result of, or issuable upon, the conversion or exercise of Common Stock Equivalents), whether now owned or acquired by the Holders at a later time, (e) any shares of Common Stock of the Company otherwise acquired or owned by a Holder following the date hereof to the extent such securities are “restricted securities” (as defined in Rule 144) or are otherwise held by an “affiliate” (as defined in Rule 144) of the Company, and (f) any other equity security of the Company issued or issuable with respect to any such share of Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation, spin off, reorganization or similar transaction; provided, however, that, as to any particular Registrable Securities, such securities shall cease to be Registrable Securities upon the earliest to occur of: (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (ii) such securities shall have been otherwise transferred, new certificates or book entry positions for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (iii) such securities shall have ceased to be outstanding; (iv) such securities may be sold without registration pursuant to Rule 144 or any successor rule promulgated under the Securities Act (but with no volume or other restrictions or limitations as to manner or timing of sale); or (v) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction. “Registration Expenses” shall mean the expenses of a Registration, including, without limitation, the following: (a) all registration and filing fees (including fees with respect to filings required to be made with FINRA) and any national securities exchange on which the Common Stock is then listed; (b) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of outside counsel for the Underwriters, placement agent or sales agent in connection with blue sky qualifications of Registrable Securities); (c) printing, messenger, telephone and delivery expenses; (d) reasonable fees and disbursements of counsel for the Company; (e) reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration; (f) reasonable fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders in an Underwritten Offering or Other Coordinated Offering; provided that expenses payable by the Company pursuant to this clause (f) shall not exceed (1) $100,000 for the first registration pursuant to this Agreement and (2) $50,000 for each subsequent registration; (g) all expenses of the Company related to any “road show” including the reasonable out of pocket expenses of the selling stockholders; and DocuSign Envelope ID: 352115B6-76B3-411E-99DA-0649F37FA244

6 (h) the expense of any Securities Act liability insurance or similar insurance that may be obtained by the Company (it being understood that the Company shall have no obligation hereunder to obtain any such insurance). “Registration Statement” means any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement. “Requesting Holder” is defined in Section 2.1(f). “SEC Guidance” is defined in Section 2.1(h). “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time. “Shelf” means the Form S-1 Shelf, the Form S-3 Shelf or any Subsequent Shelf Registration, as the case may be. “Shelf Registration” means a registration of securities pursuant to a registration statement filed with the Commission in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect). “Shelf Takedown” means an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement, including a Piggyback Registration. “Sponsor” means TLG Acquisition Founder LLC, a Delaware limited liability company. “Subscription Agreements” means those certain subscription agreements the Company entered into with certain investors pursuant to which such investors purchased shares of Common Stock in connection with the consummation of the transactions contemplated in the Merger Agreement. “Subsequent Shelf Registration” is defined in Section 2.1(c). “Suspension Period” is defined in Section 3.4(a). “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clauses (a) or (b). DocuSign Envelope ID: 352115B6-76B3-411E-99DA-0649F37FA244

7 “Underwriter” means a securities dealer who purchases any Registrable Securities as principal and not as part of such dealer’s market-making activities. “Underwritten Offering” means a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public. “Underwritten Shelf Takedown” is defined in Section 2.1(e). “Withdrawal Notice” is defined in Section 2.1(g). ARTICLE II REGISTRATION RIGHTS. Section 2.1. Shelf Registration. (a) Long Form Registration. If a Registration Statement filed pursuant to Section 2.1(b) is required hereunder to be, but is not, available to effect the proposed transaction, (x) RBC, (y) Sponsor or (z) the Holders of a majority in interest of the then-outstanding number of Registrable Securities (excluding Registrable Securities held by RBC, Sponsor and their Permitted Transferees) may request that the Company register under the Securities Act all or any portion of its Registrable Securities pursuant to a Registration Statement on Form S-1 or any successor form thereto with respect to an underwritten public offering of Registrable Securities (each, a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the number of Registrable Securities requested to be included in the Long-Form Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than ten (10) days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have fifteen (15) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with (or confidentially submit to) the Commission a Registration Statement on Form S-1 or any successor form thereto covering all of the Registrable Securities that the holders thereof have requested to be included in such Long-Form Registration within sixty (60) days after the date on which the initial request is given and shall use its best efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall not be obligated to (i) effect a Long-Form Registration pursuant within ninety (90) days after the closing of a previous Long-Form Registration in which holders of Registrable Securities were permitted to register the offer and sale under the Securities Act, and actually sold, all of the shares of Registrable Securities requested to be included therein, and (ii) effect more than an aggregate of three (3) Long-Form Registration pursuant to this Section 2.1(a) in any twelve (12) month period; provided, however, that the limitation in clause (ii) shall not apply to any Long- Form Registration by RBC which shall be governed by Section 2.5. (b) Filing. Subject to Section 3.3, the Company shall file as soon as practicable, but not more than forty five (45) days after the date of this Agreement, and use commercially reasonable efforts to cause to be declared effective as soon as practicable thereafter, a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such filing) on a delayed or continuous basis. Such Shelf shall provide for the resale of the Registrable Securities included DocuSign Envelope ID: 352115B6-76B3-411E-99DA-0649F37FA244

8 therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. Subject to Section 3.4(b), the Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. Following the filing of the Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S- 1 Shelf (and any Subsequent Shelf Registration) to a Registration Statement on Form S-3 (the “Form S-3 Shelf”) as soon as practicable after the Company is eligible to use Form S-3. (c) Subsequent Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities are still outstanding, the Company shall, subject to Section 3.4, use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement as a Shelf Registration (a “Subsequent Shelf Registration”) registering the resale of all Registrable Securities (determined as of two (2) business days prior to such filing), and pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. If a Subsequent Shelf Registration is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent Shelf Registration continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. Any such Subsequent Shelf Registration shall be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration shall be on another appropriate form. (d) Additional Registrable Securities. In the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon request of the Sponsor, RBC or any other Holder that holds at least five percent (5.0%) of the Registrable Securities, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, the Shelf (including by means of a post-effective amendment) or a Subsequent Shelf Registration and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration shall be subject to the terms hereof. (e) Requests for Underwritten Shelf Takedowns. At any time and from time to time when an effective Shelf is on file with the Commission, the Sponsor or any Holder or group of Holders (any of the Sponsor, Holder or group of Holders being, in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf DocuSign Envelope ID: 352115B6-76B3-411E-99DA-0649F37FA244

9 Takedown”); provided in each case that the Company shall only be obligated to effect an Underwritten Shelf Takedown if (i) such offering shall include Registrable Securities proposed to be sold by the Demanding Holder(s) with a total offering price reasonably expected to exceed, in the aggregate, thirty million dollars ($30,000,000) (the “Minimum Takedown Threshold”) or (ii) the Registrable Securities to be offered constitute all the Registrable Securities held by such Demanding Holder. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. As promptly as is reasonably practicable, but in any event within five (5) days after receipt of a request for Underwritten Shelf Takedown, the Company shall give written notice of the Underwritten Shelf Takedown to all other Holders. Subject to Section 2.4(d), the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the Demanding Holder or participating Holder with the greatest number of Registrable Securities in such Underwritten Shelf Takedown’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Company shall not be obligated to effect more than an aggregate of four (4) Underwritten Shelf Takedowns pursuant to this Section 2.1(e) in any twelve (12) month period and shall not be obligated to effect an Underwritten Shelf Takedown pursuant within ninety (90) days after the closing of an Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Shelf Takedown to any then effective Registration Statement, including the Form S- 3 Shelf, that is then available for such offering. (f) Reduction of Underwritten Shelf Takedown. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown advises the Company, the Demanding Holders and the Holders requesting piggy-back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other shares of Common Stock or other equity securities that the Company desires to sell and all other shares of Common Stock or other equity securities, if any, that have been requested to be sold in such Underwritten Shelf Takedown pursuant to separate written contractual piggy-back registration rights held by any other stockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Shelf Takedown without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Shelf Takedown, before including any shares of Common Stock or other equity securities proposed to be sold by Company or by other holders of Common Stock or other equity securities of the Company that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata, as nearly as practicable, based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Shelf Takedown, or in such other proportion as shall mutually be agreed to by all such Demanding Holders and Requesting Holders) that can be sold without exceeding the Maximum Number of Securities; provided, however, that the number of Registrable Securities held by the Holders to be DocuSign Envelope ID: 352115B6-76B3-411E-99DA-0649F37FA244

10 included in such Underwritten Shelf Takedown shall not be reduced unless all other securities are first entirely excluded from the Underwritten Shelf Takedown. To facilitate the allocation of Registrable Securities in accordance with the above provisions, the Company or the Underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares. The inclusion of any Holder’s Registrable Securities in an Underwritten Shelf Takedown shall be subject to such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. (g) Withdrawal. Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, RBC (in the case of a Underwritten Shelf Takedown initiated by RBC) or a majority-in-interest of the Demanding Holders (excluding RBC and the RBC Permitted Transferees) initiating an Underwritten Shelf Takedown shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Underwritten Shelf Takedown; provided that the Sponsor or a Demanding Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by such Holder. If withdrawn, a demand for an Underwritten Shelf Takedown shall constitute a demand for an Underwritten Shelf Takedown for purposes of Section 2.1(e), unless either (i) the Demanding Holder has not previously withdrawn any Underwritten Offering or (ii) the Holder reimburses the Company for all Registration Expenses with respect to such Underwritten Shelf Takedown; provided that, if the Sponsor or a Demanding Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Sponsor or such Demanding Holder, as applicable, for purposes of Section 2.1(e). Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Holders that had elected to participate in such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with an Underwritten Shelf Takedown prior to its withdrawal under this Section 2.1(g), other than if a Demanding Holder elects to pay such Registration Expenses pursuant to the second sentence of this Section 2.1(g). (h) New Registration Statement. Notwithstanding the registration obligations set forth in this Section 2.1, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the holders thereof and use its commercially reasonable efforts to file amendments to the Shelf Registration as required by the Commission and/or (ii) withdraw the Shelf Registration and file a new registration statement (a “New Registration Statement”), on Form S-3, or if Form S- 3 is not then available to the Company for such registration statement, on such other form available to register for resale of the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with any publicly available written or oral guidance, comments, requirements or requests of the Commission staff (the “SEC Guidance”), including DocuSign Envelope ID: 352115B6-76B3-411E-99DA-0649F37FA244

11 without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of Registrable Securities held by the Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Registrable Securities held by such Holders. In the event the Company amends the Shelf Registration or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Shelf Registration, as amended, or the New Registration Statement. (i) Effective Registration. Notwithstanding the provisions of Section 2.1(d) or Section 2.1(e) above or any other part of this Agreement, a Registration shall not count as a Registration unless and until (i) the Registration Statement has been declared effective by the Commission and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, further, that if, after such Registration Statement has been declared effective, an offering of Registrable Securities is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders initiating such Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than five (5) days, of such election; provided, further, that the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to an Underwritten Shelf Takedown becomes effective or is subsequently terminated. Section 2.2. Piggyback Registration. (a) Piggyback Rights. Subject to Section 2.4(c), if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a dividend reinvestment plan DocuSign Envelope ID: 352115B6-76B3-411E-99DA-0649F37FA244

12 or (v) for a rights offering, then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red herring” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration, a “Piggyback Registration”). Subject to Section 2.2(b), the Company shall cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2(a) to be included therein on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. (b) Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities that the Company desires to sell, taken together with (i) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then: (i) If the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering: (A) first, the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2(a), pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities, if any, DocuSign Envelope ID: 352115B6-76B3-411E-99DA-0649F37FA244

13 as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; (ii) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering: (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2(a), pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and (iii) If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1(f). (c) Piggyback Withdrawal. Any Holder of Registrable Securities (other than a Demanding Holder, whose right to withdrawal from an Underwritten Shelf Takedown, and related obligations, shall be governed by Section 2.1(g)) shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration or, in the case of a Piggyback Registration pursuant to a Shelf Registration, the filing of the applicable “red herring” prospectus or prospectus supplement with respect to such Piggyback Registration used for marketing such transaction. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration (which, in no circumstance, shall include the Shelf) at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement (other than Section 2.1(g)), the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 2.2(c). DocuSign Envelope ID: 352115B6-76B3-411E-99DA-0649F37FA244

14 (d) Unlimited Piggyback Registration Rights. For purposes of clarity, any Piggyback Registration effected pursuant to Section 2.2 hereof shall not be counted as a demand for an Underwritten Shelf Takedown under Section 2.1(e) hereof. Section 2.3. Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), each Holder given an opportunity to participate in the Underwritten Offering pursuant to the terms of this Agreement agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the ninety (90) day period beginning on the date of pricing of such offering or such shorter period during which the Company agrees not to conduct an underwritten primary offering of Common Stock, except in the event the Underwriters managing the offering otherwise agree by written consent; provided that each such Holder shall only be subject to the restriction set forth in this Section 2.3 if the directors and officers of the Company are subject to a lock-up obligation to the Underwriters managing the offering and the length of such lock-up for such Holder shall be no longer than the shortest lock-up of any such directors and officers; provided, further, that if the Company or the underwriters of such Underwritten Offering waive or shorten the lock-up period for any of the Company’s officers, directors or Holders, then (i) all Holders subject to such lock-up shall receive notice of such waiver or modification no later than two (2) business days following such waiver or modification, and (ii) such lock-up will be similarly waived pro rata or shortened for each such Holder. Each Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders). Section 2.4. Block Trades; Other Coordinated Offerings. (a) Notwithstanding the foregoing, at any time and from time to time when an effective Shelf is on file with the Commission and effective, if a Demanding Holder wishes to engage in (i) a Block Trade or (ii) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal (an “Other Coordinated Offering”), in each case with a total offering price reasonably expected to exceed, in the aggregate, either (A) twenty million dollars ($20,000,000) or (B) all remaining Registrable Securities held by the Demanding Holder, then notwithstanding the time periods provided for in Section 2.1(e), such Demanding Holder shall notify the Company of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence, and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or placement agents or sales agents prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. (b) Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in- interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters DocuSign Envelope ID: 352115B6-76B3-411E-99DA-0649F37FA244

15 or placement agents or sales agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this Section 2.4(b). (c) Notwithstanding anything to the contrary in this Agreement, (i) any caps on Underwritten Shelf Takedowns under Section 2.1(e) hereof and (ii) the provisions of Section 2.2 hereof shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to this Agreement. (d) The Demanding Holder in a Block Trade shall have the right to select the Underwriters and any sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). (e) Each Holder may demand no more than four (4) Block Trades or Other Coordinated Offerings pursuant to this Section 2.4 in any twelve (12) month period. Section 2.5. Limitations on Registration Rights. Notwithstanding anything herein to the contrary, (a) RBC may not exercise its rights under Section 2.1 and Section 2.2 hereunder after five (5) and seven (7) years, respectively, from the effective date of the Company’s registration statements on Form S-1, File No. 333-252032 and 333-252494, and (ii) RBC may not exercise its rights under Section 2.1 more than one time (for avoidance of doubt, if RBC does not reimburse the Company for all Registration Expenses after exercising its rights to withdraw pursuant to Section 2.1(g), then such withdrawal will count against the limitation set forth in this Section 2.5(ii). ARTICLE III REGISTRATION PROCEDURES Section 3.1. Filings; Information. In connection with any Long-Form Registration, Shelf and/or Shelf Takedown, the Company shall use its commercially reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method(s) of distribution thereof as expeditiously as practicable, and in connection therewith: (a) Filing Registration Statement. The Company shall prepare and file with the Commission as soon as practicable a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its commercially reasonable efforts to cause such Registration Statement to become effective and use its commercially reasonable efforts to keep it effective for the period required by Section 3.1(c). (b) Copies. The Company shall, prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by DocuSign Envelope ID: 352115B6-76B3-411E-99DA-0649F37FA244

16 reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Holders of Registrable Securities included in such Registration or legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders. (c) Amendments and Supplements. The Company shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement or such securities have been withdrawn. (d) Notification. After the filing of a Registration Statement, the Company shall promptly, and in no event more than two (2) business days after such filing, notify the Holders of Registrable Securities included in such Registration Statement of such filing, and shall further notify such Holders promptly and confirm such advice in writing in all events within two (2) business days of the occurrence of any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall take all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the Commission for any amendment or supplement to such Registration Statement or any Prospectus relating thereto or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement, such Prospectus will not contain a Misstatement, and promptly make available to the Holders of Registrable Securities included in such Registration Statement any such supplement or amendment; except that before filing with the Commission a Registration Statement or Prospectus or any amendment or supplement thereto, including documents incorporated by reference, the Company shall furnish to the holders of Registrable Securities included in such Registration Statement and to the legal counsel for any such holders, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such holders and legal counsel with a reasonable opportunity to review such documents and comment thereon, and the Company shall consider such comments in good faith before filing any Registration Statement or Prospectus or amendment or supplement thereto, including documents incorporated by reference. (e) State Securities Laws Compliance. The Company shall use its commercially reasonable efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such DocuSign Envelope ID: 352115B6-76B3-411E-99DA-0649F37FA244

17 jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or take any action to which it would be subject to general service of process or taxation in any such jurisdiction. (f) Agreements for Disposition. In the event of an Underwritten Offering, Block Trade or Other Coordinated Offering, the Company shall enter into customary agreements (including, if applicable, an underwriting agreement or other sales or distribution agreement in customary form). The representations, warranties and covenants of the Company in any such agreement which are made to or for the benefit of any Underwriters or other placement agent or sales agent, to the extent applicable, shall also be made to and for the benefit of the Holders of Registrable Securities included in such registration statement. No Holder included in a Registration Statement to which such underwriting agreement relates shall be required to make any representations or warranties in the underwriting agreement except for representations and warranties that are customary in such offerings, including but not limited to (if applicable), with respect to such Holder’s organization, good standing, authority, title to Registrable Securities, lack of conflict of such sale with such Holder’s material agreements and organizational documents, and with respect to written information relating to such Holder that such Holder has furnished in writing expressly for inclusion in such Registration Statement. (g) Cooperation. The Company shall use reasonable efforts to cause the principal executive officer, principal financial officer and principal accounting officer of the Company and all other officers and members of the management of the Company to reasonably cooperate in any offering of Registrable Securities hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential investors. (h) Records. The Company shall make available for inspection by the Holders of Registrable Securities included in such Registration Statement, any Underwriter or placement agent or sales agent participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained by any Holder of Registrable Securities included in such Registration Statement or any Underwriter or placement agent or sales agent, all financial and other records, pertinent corporate documents and properties of the Company, as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and use reasonable efforts to cause the Company’s officers, directors and employees to supply and be reasonably available, during regular business hours, to discuss any information reasonably requested by any of them in connection with such Registration Statement; provided, however, that such Underwriter, placement agent, sales agent or other representatives enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information. (i) Opinions and Comfort Letters. In the event of an Underwritten Offering, Block Trade or Other Coordinated Offering, the Company shall use commercially reasonable efforts to obtain (i) a “comfort” letter (including a bring-down letter dated as of the date the Registrable Securities are delivered for sale pursuant to such Registration) from the Company’s independent registered public accountants, in customary form and covering such matters of the DocuSign Envelope ID: 352115B6-76B3-411E-99DA-0649F37FA244

18 type customarily covered by “comfort” letters as the managing Underwriter or placement agent or sales agent may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders, and (ii) an opinion and negative assurance letter, to be delivered on the date the Registrable Securities are delivered for sale pursuant to such Registration Statement, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sale agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters, and reasonably satisfactory to a majority- in-interest of the participating Holders; provided, however, that counsel for the Company shall not be required to provide any opinions with respect to any Holder. (j) Earning Statement. The Company shall comply in all material respects with all applicable rules and regulations of the Commission and the Securities Act and make available to its shareholders, as soon as reasonably practicable, an earnings statement (which need not be audited) covering a period of twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement, which earning statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule then in effect). (k) Listing. The Company shall use its commercially reasonable efforts to cause all Registrable Securities included in any registration to be listed on such exchanges or otherwise designated for trading in the same manner as similar securities issued by the Company are then listed or designated or, if no such similar securities are then listed or designated, in a manner satisfactory to the holders of a majority of the Registrable Securities included in such registration. (l) Road Show. If the Registration involves an Underwritten Offering of Registrable Securities for gross proceeds in excess of the Minimum Takedown Threshold, the Company shall use its reasonable efforts to make available senior executives of the Company to participate in customary online, telephonic or video “road show” presentations that may be reasonably requested by the Underwriter in such Underwritten Offering. (m) Transfer Agent. The Company shall provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement. (n) Misstatement. The Company shall notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof. Section 3.2. Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ or agents’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than DocuSign Envelope ID: 352115B6-76B3-411E-99DA-0649F37FA244

19 as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders, in each case pro rata based on the number of Registrable Securities that such Holders have sold in such Registration. Section 3.3. Information. The Holders of Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing Underwriter or placement agent or sales agent, if any, in connection with the preparation of any Registration Statement or Prospectus, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Article II and in connection with the Company’s obligation to comply with federal and applicable state securities laws. Notwithstanding anything in this Agreement to the contrary, if any Holder does not provide such information, the Company may exclude such Holder’s Registrable Securities from the applicable Registration Statement or Prospectus if the Company determines, based on the advice of counsel, that such information is necessary to effect the Registration and such Holder continues thereafter to withhold such information. No person may participate in any Underwritten Offering or other coordinated offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in any arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting or other agreements and other customary documents as may be reasonably required under the terms of such arrangements. The exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the registration of the other Registrable Securities to be included in such Registration. Section 3.4. Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights. (a) Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed (any such period, a “Suspension Period”). (b) If the filing, effectiveness or continued use of a Registration Statement in respect of any Registration at any time would (i) require the Company to make an Adverse Disclosure, (ii) require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, or (iii) in the good faith judgment of the majority of the Board, be seriously detrimental to the Company and the majority of the Board concludes as a result that it is essential to defer such filing, effectiveness or continued use at such time, then notwithstanding anything to the contrary herein, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but in no event more than sixty (60) consecutive days, determined in good faith by the Company necessary for such purpose after the request of the Holders is given (any such period, a “Blackout Period”). In the event the Company exercises its rights under this Section 3.4(b), the Holders agree to suspend, DocuSign Envelope ID: 352115B6-76B3-411E-99DA-0649F37FA244

20 immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4. Notwithstanding anything to the contrary in this Section 3.4, in no event shall any Suspension Period or any Blackout Period continue for more than one hundred twenty (120) days in the aggregate during any three hundred and sixty-five (365) day period. (c) (i) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred twenty (120) days after the effective date of, a Company-initiated Registration and provided that the Company continues to actively employ, in good faith, all reasonable efforts to maintain the effectiveness of the applicable Shelf, or (ii) if, pursuant to Section 2.1(e), Holders have requested an Underwritten Shelf Takedown and the Company and such Holders are unable to obtain the commitment of underwriters to firmly underwrite such offering, the Company may, upon giving prompt written notice of such action to the Holders, delay any other registered offering pursuant to Section 2.1(e) or Section 2.4. In such event, the Company shall have the right to defer such filing for a period of not more than sixty (60) days. (d) The Company shall not hereafter enter into any agreement with respect to its securities which is inconsistent with or violates the rights granted to the Holders of Registrable Securities in this Agreement and in the event of any conflict between the terms of any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail. Section 3.5. Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings; provided that any documents publicly filed or furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System shall be deemed to have been furnished or delivered to the Holders pursuant to this Section 3.5. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell shares of Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements. ARTICLE IV INDEMNIFICATION AND CONTRIBUTION. Section 4.1. Indemnification by the Company. To the extent permitted by law and subject to the limitations set forth in Section 4.4(c) hereof, the Company agrees to indemnify and hold harmless each Holder of Registrable Securities, and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any, DocuSign Envelope ID: 352115B6-76B3-411E-99DA-0649F37FA244

21 who controls a Holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Holder Indemnified Party”), from and against all losses, judgments, claims, damages, liabilities and out-of-pocket expenses (including reasonable outside attorneys’ fees), whether joint or several, arising out of or based upon any Misstatement or alleged Misstatement contained in any Registration Statement or Prospectus; provided, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed, and the Company will not be liable in any such case to the extent that any such losses, judgments, claims, damages, liabilities or out-of-pocket expenses arises out of or is based upon any Misstatement or alleged Misstatement made in such Registration Statement or Prospectus in reliance upon and in conformity with information furnished to the Company, in writing, by a Holder Indemnified Party expressly for use therein. Section 4.2. Indemnification by Holders of Registrable Securities. In connection with any Registration Statement in which the Holder of Registrable Securities is participating, to the extent permitted by law and subject to the limitations set forth in Section 4.4(c) hereof, each selling Holder of Registrable Securities will, in the event that any Registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holder, indemnify and hold harmless the Company, each of its directors and officers, legal counsel and accountants for the Company and each Underwriter or placement agent or sales agent (if any), and each other selling Holder and each other person, if any, who controls the Company, another selling Holder or such Underwriter or placement agent or sales agent within the meaning of the Securities Act, against any losses, claims, judgments, damages, liabilities and out-of- pocket expenses (including reasonable outside attorneys’ fees), whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any Misstatement or alleged Misstatement contained in any Registration Statement, if the Misstatement or alleged Misstatement was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder expressly for use therein, and shall reimburse the Company, its directors and officers, and each other selling Holder or controlling person for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending; provided, however, that the indemnity agreement contained in this Section 4.2 shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld, conditioned or delayed. Each selling Holder’s indemnification obligations hereunder shall be several and not joint and several and shall be limited to the amount of any net proceeds actually received by such selling Holder, except in the case of fraud or willful misconduct by such Holder. The Company and the Holders hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holder, the only information furnished or to be furnished by a Holder to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such Holder and its affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of Registrable Securities by such Holder and its affiliates, (c) the name and address of such Holder and (d) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. DocuSign Envelope ID: 352115B6-76B3-411E-99DA-0649F37FA244

22 Section 4.3. Conduct of Indemnification Proceedings. Promptly after receipt by any person of any notice of any loss, claim, damage or liability or any action in respect of which indemnity may be sought pursuant to Section 4.1 or Section 4.2, such person (the “Indemnified Party”) shall, if a claim in respect thereof is to be made against any other person for indemnification hereunder, notify such other person (the “Indemnifying Party”) in writing of the loss, claim, judgment, damage, liability or action; provided, however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume control of the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that in any action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but no more than one such separate counsel) to represent the Indemnified Party and its controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written advice of counsel of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding (i) which cannot be settled in all respects by the payment of money or (ii) in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding and does not include a statement as to or an admission of fault or culpability, by or on behalf of any Indemnified Party. Section 4.4. Contribution. (a) If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection with the actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other things, whether the Misstatement or alleged Misstatement relates to information supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such Misstatement or alleged Misstatement. DocuSign Envelope ID: 352115B6-76B3-411E-99DA-0649F37FA244

23 (b) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding Section 4.4(a). (c) The amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4.4, no Holder of Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such Holder from the sale of Registrable Securities which gave rise to such contribution obligation. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) with respect to any action shall be entitled to contribution in such action from any person who was not guilty of such fraudulent misrepresentation. (d) No Indemnifying Party shall be liable for any settlement of any proceeding effected without its written consent (which consent shall not be unreasonably withheld or delayed), but if settled with such consent or if there be a final judgment for the plaintiff, such Indemnifying Party agrees to indemnify each Indemnified Party from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment. ARTICLE V MISCELLANEOUS. Section 5.1. Other Registration Rights. Except as provided in the Subscription Agreements, the Company represents and warrants that no person, other than the Holders, has any right to require the Company to register any shares of the Company’s capital stock for sale or to include shares of the Company’s capital stock in any registration filed by the Company for the sale of shares of capital stock for its own account or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail. Section 5.2. Acknowledgment. The Holders hereby agree and acknowledge that their respective Registrable Securities (other than their respective Registrable Securities acquired in the public market or pursuant to a transaction exempt from registration under the Securities Act of 1933, as amended, pursuant to a subscription agreement where the issuance of Registrable Securities occurs on or after the closing of the Merger) are subject to the lock-up provisions, as applicable, set forth in Section 4 of the RBC Side Letter, Section 2 of the Lock-Up Agreements, dated as of November 13, 2022, by and among the certain stockholders of Eagle and the Company, or Section 4 of that certain Sponsor Agreement, dated as of November 13, 2022, by and among the Sponsor and the other parties thereto. Section 5.3. Assignment; No Third-Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the DocuSign Envelope ID: 352115B6-76B3-411E-99DA-0649F37FA244

24 Company in whole or in part. This Agreement and the rights, duties and obligations of any Holder hereunder may be freely assigned or delegated by such Holder in conjunction with and to the extent of any transfer of Registrable Securities by any such Holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties or of any assignee of the Holders. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article IV and this Section 5.3. Section 5.4. Notices. All notices, demands, requests, consents, approvals or other communications (collectively, “Notices”) required or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally served, delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery, electronic transmission with receipt verified by electronic confirmation, addressed as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed given on the date of service or transmission if personally served or transmitted by electronic transmission; provided, that if such service or transmission is not on a business day or is after normal business hours, then such notice shall be deemed given on the next business day. Notice otherwise sent as provided herein shall be deemed given on the next business day following timely delivery of such notice to a reputable air courier service with an order for next-day delivery. If to the Company, to: TLG Acquisition One Corp. 515 N. Flagler Drive, Suite 520 West Palm Beach, FL 33401 Attention: Michael Lawrie Email: Mikelawrie@tlgholding.com with a copy (which will not constitute notice) to: Gibson, Dunn & Crutcher LLP 811 Main Street, Suite 3000 Houston, TX 77002-6117 Attention: Gerald M. Spedale Chris Trester Email: gspedale@gibsondunn.com ctrester@gibsondunn.com If to a Holder, to the address or contact information set forth in the Company’s books and records. Section 5.5. Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement 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 DocuSign Envelope ID: 352115B6-76B3-411E-99DA-0649F37FA244

25 this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable. Section 5.6. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or email/pdf transmission shall constitute valid and sufficient delivery thereof. No party shall raise the use of a fax machine or email to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a fax machine or email as a defense to the formation or enforceability of a contract and each party forever waives any such defense. Section 5.7. Entire Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written. Section 5.8. Modifications, Amendments and Waivers. Upon the written consent of (a) the Company and (b) the Holders of a majority of the total Registrable Securities, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that in the event any such waiver, amendment or modification would be adverse in any material respect to the material rights or obligations hereunder of a Holder, the written consent of such Holder will also be required; provided, further, that in the event any such waiver, amendment or modification would be disproportionate and adverse in any material respect to the material rights or obligations hereunder of a Holder, the written consent of such Holder will also be required; provided, further, that notwithstanding the foregoing, any amendment or modification hereto or waiver hereof shall also require the written consent of (i) the Sponsor, so long as the Sponsor and its affiliates hold, in the aggregate, at least 5% of the outstanding shares of Common Stock of the Company, and (ii) Greensoil, so long as Greensoil and its affiliates hold, in the aggregate, at least 5% of the outstanding shares of Common Stock of the Company. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party. Section 5.9. Termination of Existing Registration Rights. The registration rights granted under this Agreement shall supersede any registration, qualification or similar rights of the Holders with respect to any shares or securities of the Company or Eagle granted under any other agreement, including, but not limited to, the Original Registration Rights Agreement, any of such preexisting registration, qualification or similar rights and such agreements shall be terminated and of no further force and effect. Section 5.10. Opt-Out Requests. Each Holder shall have the right, at any time and from time to time (including after receiving information regarding any potential public offering), to elect DocuSign Envelope ID: 352115B6-76B3-411E-99DA-0649F37FA244

26 to not receive any notice that the Company or any other Holders otherwise are required to deliver pursuant to this Agreement by delivering to the Company a written statement signed by such Holder that it does not want to receive any notices hereunder (an “Opt-Out Request”); in which case and notwithstanding anything to the contrary in this Agreement, the Company and other Holders shall not be required to, and shall not, deliver any notice or other information required to be provided to Holders hereunder to the extent that the Company or such other Holders reasonably expect would result in a Holder acquiring material non-public information within the meaning of Regulation FD promulgated under the Exchange Act. An Opt-Out Request may state a date on which it expires or, if no such date is specified, shall remain in effect indefinitely. A Holder who previously has given the Company an Opt-Out Request may revoke such request at any time, and there shall be no limit on the ability of a Holder to issue and revoke subsequent Opt-Out Requests; provided that each Holder shall use commercially reasonable efforts to minimize the administrative burden on the Company arising in connection with any such Opt-Out Requests. Section 5.11. Term. This Agreement shall terminate with respect to any Holder on the date that such Holder no longer holds any Registrable Securities. The provisions of Article IV shall survive any termination. Section 5.12. Interpretative Provisions. For all purposes of this Agreement, except as otherwise provided in this Agreement or unless the context otherwise requires: (a) the meanings of defined terms are applicable to the singular as well as the plural forms of such terms; (b) the words “hereof” and “herein” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement; (c) references in this Agreement to any law shall be deemed also to refer to such law, and all rules and regulations promulgated thereunder; (d) pronouns of any gender or neuter or, as appropriate, the other pronoun forms; (e) whenever the words “include,” “includes” or “including” are used in this Agreement, they shall mean “without limitation”; and (f) titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement. Section 5.13. Remedies Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to be observed or performed under this Agreement, the Holder may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to DocuSign Envelope ID: 352115B6-76B3-411E-99DA-0649F37FA244

27 any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise. Section 5.14. Governing Law. THIS AGREEMENT, AND ALL CLAIMS OR CAUSES OF ACTION BASED UPON, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF LAWS OF ANOTHER JURISDICTION. Section 5.15. Jurisdiction; Waiver of Trial by Jury. (a) Any action based upon, arising out of or related to this Agreement, or the transactions contemplated hereby, shall be brought in the Court of Chancery of the State of Delaware or, if such court declines to exercise jurisdiction, any federal or state court located in Delaware, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the action shall be heard and determined only in any such court, and agrees not to bring any action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law, or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action brought pursuant to this Section 5.15(a). (b) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF THE INVESTOR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF. Section 5.16. Distributions and Transfers. In the event that, pursuant to (i) a dissolution of the Sponsor or (ii) transfer (or series of transfers) permitted by the terms of the Letter Agreement, the Sponsor distributes or transfers all of its Registrable Securities, the Persons holding such Registrable Securities shall collectively be treated as the Sponsor hereunder in addition to each being treated individually as a Holder hereunder; provided, that such Persons shall not be entitled to rights in excess of those conferred on the Sponsor, as if the Sponsor remained a single entity party to this Agreement; provided, further, that only the Person (or such Person’s designee) holding a majority-in-interest of such Registrable Securities is entitled to take any action hereunder that the Sponsor is entitled to take. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] DocuSign Envelope ID: 352115B6-76B3-411E-99DA-0649F37FA244

[Signature Page to Amended and Restated Registration Rights Agreement] IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their duly authorized representatives as of the date first written above. COMPANY: TLG ACQUISITION ONE CORP. By: Name: John Michael Lawrie Title: Chief Executive Officer DocuSign Envelope ID: 352115B6-76B3-411E-99DA-0649F37FA244

[Signature Page to Amended and Restated Registration Rights Agreement] IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their duly authorized representatives as of the date first written above. STOCKHOLDER: TLG ACQUISITION FOUNDER LLC By: Name: John Michael Lawrie Title: Manager DocuSign Envelope ID: 352115B6-76B3-411E-99DA-0649F37FA244

[Signature Page to Amended and Restated Registration Rights Agreement] IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their duly authorized representatives as of the date first written above. STOCKHOLDER: JOHN MICHAEL LAWRIE By: DocuSign Envelope ID: 352115B6-76B3-411E-99DA-0649F37FA244

[Signature Page to Amended and Restated Registration Rights Agreement] IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their duly authorized representatives as of the date first written above. STOCKHOLDER: JMLELECTRIC LLC By: Name: John Michael Lawrie Title: Manager DocuSign Envelope ID: 352115B6-76B3-411E-99DA-0649F37FA244

[Signature Page to Amended and Restated Registration Rights Agreement] IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their duly authorized representatives as of the date first written above. STOCKHOLDER: Greensoil Building Innovation Fund Co- Investment I, L.P., by its general partner, GBIF Management, Ltd. By: Name: Title: DocuSign Envelope ID: 43E240ED-754C-48EE-A146-CE89949640B3 Gideon Soesman Managing Partner By: Name: Seldon T. James ("Jamie") Title:Managing Partner 7C 5B007 145B A8B F 8CE8F8 F DAD

[Signature Page to Amended and Restated Registration Rights Agreement] IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their duly authorized representatives as of the date first written above. STOCKHOLDER: GBIF Management Ltd. on behalf of Greensoil Building Innovation Fund (Canadian), LP and Greensoil Building Innovation Fund (International), LP By: Name: Title: DocuSign Envelope ID: 43E240ED-754C-48EE-A146-CE89949640B3 Gideon Soesman Managing Partner By: Name: Seldon T. James ("Jamie") Title:Managing Partner 7C 5B007 145B A8B F 8CE8F8 F DAD

[Signature Page to Amended and Restated Registration Rights Agreement] IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their duly authorized representatives as of the date first written above. STOCKHOLDER: RBC CAPITAL MARKETS, LLC By: Name: Title: DocuSign Envelope ID: 352115B6-76B3-411E-99DA-0649F37FA244

EX-10.8

Execution Version FIRST AMENDMENT TO LOCK-UP AGREEMENT This FIRST AMENDMENT TO LOCK-UP AGREEMENT (this “Amendment”) is made and entered into as of March 22, 2023, by and among TLG Acquisition One Corp., a Delaware corporation (“Parent”), Electriq Power, Inc., a Delaware corporation (the “Company”) and the undersigned Persons (each, a “Holder”). Parent, the Company and each Holder are sometimes referred to individually as a “Party” and collectively as the “Parties.” RECITALS WHEREAS, the Parties entered into that certain Lock-Up Agreement, dated as of November 13, 2022 (the “Agreement”); WHEREAS, Section 4(h) of the Agreement provides that the Agreement may be amended or modified only with the written consent of Parent, the Company, Sponsor and the Holders representing a majority of the Restricted Securities then outstanding; and WHEREAS, the Parties wish to make certain amendments to the Agreement as set forth in this Amendment. AGREEMENT NOW THEREFORE, in consideration of the premises and mutual promises herein made, and in consideration of the representations, warranties and covenants herein contained, the Parties agree as follows: Section 1.1 Definitions. Except as otherwise indicated, capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement. Section 1.2 Amendment. The Parties acknowledge and agree that the definition of “Restricted Securities” in the Agreement shall exclude an amount of shares of Parent Class A Common Stock to be received by a Holder in connection with the Merger or the transactions contemplated thereby equal to (i) the aggregate portion of the Closing Merger Consideration allocated to such Holder multiplied by (ii) a fraction, (A) the numerator of which is 25 and (B) the denominator of which is 475. Section 1.3 No Other Amendments. The Parties agree that all other provisions of the Agreement shall, subject to the amendments expressly set forth in Section 1.2 of this Amendment, continue unmodified, in full force and effect and constitute legal and binding obligations of the Parties in accordance with their terms. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Agreement or any of the documents referred to therein. This Amendment forms an integral and inseparable part of the Agreement. Section 1.4 References. Each reference to “this Agreement,” “hereof,” “herein,” “hereunder,” “hereby” and each other similar reference contained in the Agreement shall, effective from the date of this Amendment, refer to the Agreement as amended by this

Amendment. Notwithstanding the foregoing, references to the date of the Agreement and references in the Agreement, as amended hereby, to “the date hereof,” “the date of this Agreement” and other similar references shall in all instances continue to refer to November 13, 2022, and references to the date of this Amendment and “as of the date of this Amendment” shall refer to March 22, 2023. Section 1.5 Effect of Amendment. This Amendment shall form a part of the Agreement for all purposes, and each Party thereto and hereto shall be bound hereby. This Amendment shall be deemed to be in full force and effect from and after the execution of this Amendment by the Parties. Section 1.6 Incorporation by Reference. Each of the provisions under Section 4(d) (Governing Law; Jurisdiction; Waiver of Jury Trial; Remedies), Section 4(f) (Construction; Interpretation) and Section 4(m) (Counterparts; Electronic Signatures) of the Agreement shall be incorporated into this Amendment by reference as if set out in full herein, mutatis mutandis. Section 1.7 Further Assurances. Each Party shall execute and deliver such documents and take such action, as may reasonably be considered within the scope of such Party’s obligations hereunder, necessary to effectuate the transactions and matters contemplated by this Amendment. [Remainder of Page Left Intentionally Blank; Signature Page Follows]

[Signature Page to Amendment No. 1 to Lock-Up Agreement] IN WITNESS WHEREOF, each of the undersigned has executed this Amendment as of the date first written above. PARENT: TLG ACQUISITION ONE CORP. By: _______________________________ Name: John Michael Lawrie Title: Chief Executive Officer

[Signature Page to Amendment No. 1 to Lock-Up Agreement] IN WITNESS WHEREOF, each of the undersigned has executed this Amendment as of the date first written above. COMPANY: ELECTRIQ POWER, INC. By: _______________________________ Name: Frank Magnotti Title: Chief Executive Officer DocuSign Envelope ID: 498D13FD-01D5-426C-996C-D65050FDD270

[Signature Page to Amendment No. 1 to Lock-Up Agreement] IN WITNESS WHEREOF, each of the undersigned has executed this Amendment as of the date first written above. HOLDER: NAME:_____________________________ By: _______________________________ Name: Title: Frank Magnotti DocuSign Envelope ID: 498D13FD-01D5-426C-996C-D65050FDD270

[Signature Page to Amendment No. 1 to Lock-Up Agreement] IN WITNESS WHEREOF, each of the undersigned has executed this Amendment as of the date first written above. HOLDER: GBIF Management Ltd. on behalf of Greensoil Building Innovation Fund (Canadian), LP and Greensoil Building Innovation Fund (International), LP By: _______________________________ Name: Gideon Soesman Title: Managing Partner DocuSign Envelope ID: 313735E2-9498-49F6-9DA9-315E21D8CBFA

[Signature Page to Amendment No. 1 to Lock-Up Agreement] IN WITNESS WHEREOF, each of the undersigned has executed this Amendment as of the date first written above. HOLDER: Greensoil Building Innovation Fund Co- Investment I, L.P., by its general partner, GBIF Management, Ltd. By: _______________________________ Name: Gideon Soesman Title: Managing Partner DocuSign Envelope ID: 313735E2-9498-49F6-9DA9-315E21D8CBFA

[Signature Page to Amendment No. 1 to Lock-Up Agreement] IN WITNESS WHEREOF, each of the undersigned has executed this Amendment as of the date first written above. HOLDER: NAME:_____________________________ By: _______________________________ Name: Title: James Van Hoof DocuSign Envelope ID: EE7D0943-9AD7-4354-AF44-F108C103D32E

[Signature Page to Amendment No. 1 to Lock-Up Agreement] IN WITNESS WHEREOF, each of the undersigned has executed this Amendment as of the date first written above. HOLDER: NAME:_____________________________ By: _______________________________ Name: Title: Petrina Thomson DocuSign Envelope ID: 1FA8B318-7325-4A5B-9466-F22813A76BC7

[Signature Page to Amendment No. 1 to Lock-Up Agreement] IN WITNESS WHEREOF, each of the undersigned has executed this Amendment as of the date first written above. HOLDER: NAME:_____________________________ By: _______________________________ Name: Title: Jan Klube DocuSign Envelope ID: 3CEE327F-5940-422A-8B4C-4FD379BCF2DA

[Signature Page to Amendment No. 1 to Lock-Up Agreement] IN WITNESS WHEREOF, each of the undersigned has executed this Amendment as of the date first written above. HOLDER: NAME:_____________________________ By: _______________________________ Name: Title: Frank Evans DocuSign Envelope ID: C8EC5187-6E41-4935-B40A-41A2845BC68B

[Signature Page to Amendment No. 1 to Lock-Up Agreement] IN WITNESS WHEREOF, each of the undersigned has executed this Amendment as of the date first written above. HOLDER: NAME:_____________________________ By: _______________________________ Name: Title: Pravin Bhagat DocuSign Envelope ID: AA753B78-C394-4C0B-ADAD-1A0713CF9357

[Signature Page to Amendment No. 1 to Lock-Up Agreement] IN WITNESS WHEREOF, each of the undersigned has executed this Amendment as of the date first written above. HOLDER: NAME:_____________________________ By: _______________________________ Name: Title: Troy Anatra DocuSign Envelope ID: 08F5ECB4-6281-48DB-9B74-15A3A4E1F3B2

[Signature Page to Amendment No. 1 to Lock-Up Agreement] IN WITNESS WHEREOF, each of the undersigned has executed this Amendment as of the date first written above. HOLDER: NAME:_____________________________ By: _______________________________ Name: Title: Ozlem Fonda DocuSign Envelope ID: 35F72FF2-725B-4BB0-8EB0-D97A0D8F5EB5

EX-10.11

Execution Version STOCKHOLDERS’ AGREEMENT THIS STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of November 13, 2022, is made by and among (i) TLG Acquisition One Corp. (“Parent”), (ii) TLG Acquisition Founder LLC, a Delaware limited liability company (“Sponsor”), (iii) GBIF Management Ltd. and Greensoil Building Innovation Fund Co- Investment I, L.P. (together, “Greensoil”), and (iv) the stockholders of Parent signatory hereto (collectively, the “Stockholders”). Parent, Sponsor, Greensoil and the Stockholders may be referred to herein each as a “Party” and together as the “Parties.” RECITALS WHEREAS, Parent, Eagle Merger Corp. and Electriq Power, Inc., a Delaware corporation (“Company”), have entered into that certain Merger Agreement, dated as of November 13, 2022 (the “Merger Agreement”), pursuant to which, among other things, Company became a wholly owned Subsidiary of Parent; and WHEREAS, pursuant to Section 1.10 of the Merger Agreement, each of the Parties is required to execute and deliver this Agreement at the Closing. NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the Parties, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: ARTICLE I DEFINITIONS Section 1.1 Definitions. As used in this Agreement, the following terms shall have the following meanings: “Action” means any judicial or administrative action, suit, litigation, arbitration, or proceeding, or any inquiry, audit, demand, examination, hearing, claim, charge, complaint or investigation (in each case, whether civil, criminal or administrative and whether public or private), at law or in equity, pending or brought by or before any Governmental Authority or arbitrator. “Affiliate” means, with respect to any specified Person, any other Person directly or indirectly, controlling, controlled by, or under direct or indirect common control with such specified Person. The term “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other ownership interest, by contract or otherwise, and the terms “controlled” and “control” have meanings correlative thereto. “Agreement” has the meaning set forth in the preamble. “beneficial ownership,” including the correlative term “beneficially own,” has the meaning ascribed to such term in Section 13(d) of the Exchange Act. “Board” means the board of directors of Parent. “Charter Documents” means the certificate of incorporation and bylaws (or other comparable governing instruments with different names) of an entity, as in effect from time to time. “Closing” means the closing of the transactions contemplated by the Merger Agreement.

“Company” has the meaning set forth in the Recitals. “Delaware Courts” has the meaning set forth in Section 4.11. “Designated Directors” (each, a “Designated Director”) means the Greensoil Director and Sponsor Director. “Designated Observers” (each, a “Designated Observer”) means the Greensoil Observer and Sponsor Observer. “Exchange Act” means the Securities Exchange Act of 1934, and any rules and regulations promulgated thereunder. “Governmental Authority” means any (i) government of any nation, state, city, locality, municipality or other political subdivision thereof, (ii) governmental or quasi-governmental entity of any nature (including any governmental agency or entity and any court or other tribunal) or (iii) any entity exercising or entitled to exercise any executive, legislative, judicial, police, taxing, regulatory or administrative functions of or pertaining to government, including any arbitral tribunal (public or private) or commission. “Greensoil” has the meaning set forth in the Preamble. “Greensoil Director” means the individual designated by Greensoil subject to and in accordance with the terms of Section 3.1(b). “Greensoil Initial Ownership” means the number of shares of issued and outstanding Parent Common Stock (as adjusted for any stock split, stock dividend, recapitalization, reorganization or the like and, for the avoidance of doubt) beneficially owned by Greensoil and its Affiliates as of immediately following the Closing. “Greensoil Observer” has the meaning set forth in Section 3.4(b). “Greensoil Observer Termination Event” has the meaning set forth in Section 3.4(b). “Legal Requirement” or “Law” means any federal, state or local, foreign, national or supranational or other law, act, statute, treaty, constitution, principle of common law, resolution, standard, ordinance, decree, permit, authorization, code, rule or regulation or other binding directive or guidance issued, promulgated or enforced by a Governmental Authority having jurisdiction over a given matter, as well as any Order. “Merger Agreement” has the meaning set forth in the Recitals. “Necessary Action” means, with respect to any Party and a specified result, all actions (to the extent such actions are permitted by Law and within such Party’s control) necessary to cause such result, including (i) voting or providing a written consent or proxy with respect to all shares of Parent Common Stock beneficially owned by such Party (including any such shares acquired after the execution of this Agreement), (ii) causing the adoption of stockholders’ resolutions and amendments to the Charter Documents of Parent, (iii) executing agreements and instruments, and (iv) making, or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result. “NYSE” means the New York Stock Exchange or any stock exchange on which the Parent Common Stock is traded following the date of this Agreement. “NYSE Rules” means the rules and regulations of the NYSE. “Order” means any outstanding writ, order, judgment, injunction, settlement, decision, determination, award, ruling, subpoena, verdict or decree entered, issued, made, or rendered by any Governmental Authority. “Parent” has the meaning set forth in the Preamble.

“Parent Common Stock” means the Class A Common Stock of Parent, par value $0.0001 per share. “Party” and “Parties” has the meaning set forth in the preamble. “Person” means any individual or any corporation, association, partnership, limited liability company, joint venture, joint stock or other company, business trust, trust, organization, Governmental Authority or other entity of any kind. “SEC” means the Securities and Exchange Commission or any successor agency having jurisdiction under the Securities Act. “Securities Act” means the Securities Act of 1933, and any rules and regulations promulgated thereunder. “Sponsor” has the meaning set forth in the Preamble. “Sponsor Director” means the individual designated by the Sponsor subject to and in accordance with the terms of Section 3.1(a). “Sponsor Initial Ownership” means the number of shares of issued and outstanding Parent Common Stock (as adjusted for any stock split, stock dividend, recapitalization, reorganization or the like and, for the avoidance of doubt) beneficially owned by Sponsor and its Affiliates as of immediately following the Closing. “Sponsor Observer” has the meaning set forth in Section 3.4(a). “Sponsor Observer Termination Event” has the meaning set forth in Section 3.4(a). “Stockholders” has the meaning set forth in the Preamble. “Subsidiary” means, with respect to any specified Person, any other Person of which such specified Person, directly or indirectly through one or more Subsidiaries, (i) owns at least 50% of the outstanding equity interests entitled to vote generally in the election of the board of directors or similar governing body of such other Person, or (ii) has the power to generally direct the business and policies of that other Person, whether by contract or as a general partner, managing member, manager, joint venturer, agent or otherwise. ARTICLE II REPRESENTATIONS AND WARRANTIES Each of the Parties hereby represents and warrants to each other Party to this Agreement that as of the date such Party executes this Agreement: Section 2.1 Existence; Authority; Enforceability. Such Party has the power and authority to enter into this Agreement and to carry out such Party’s obligations hereunder. If an entity, such Party is duly organized and validly existing under the Laws of its respective jurisdiction of organization, and the execution of this Agreement, and the consummation of the transactions contemplated herein, have been authorized by all necessary action, and no other act or proceeding on its part is necessary to authorize the execution of this Agreement or the consummation of any of the transactions contemplated hereby. This Agreement has been duly executed by such Party and constitutes the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms. Section 2.2 Absence of Conflicts. The execution and delivery by such Party of this Agreement and the performance of such Party’s obligations hereunder does not and will not (a) conflict with, or result in the breach of any provision of the Charter Documents of such Party; (b) result in any violation, breach, conflict, default or event of default (or an event which with notice, lapse of time, or both, would constitute a default or event of default), or give rise to any right of acceleration or termination or any additional payment obligation, under the terms of any

material contract, agreement or permit to which such Party is a party or by which such Party’s assets or operations are bound or affected; or (c) violate any Law applicable to such Party. Section 2.3 Consents. Other than any consents which have already been obtained, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Party in connection with (a) the execution, delivery or performance of this Agreement or (b) the consummation of any of the transactions contemplated herein. ARTICLE III BOARD OF DIRECTORS MATTERS Section 3.1 Director Representation. (a) Sponsor Director Nominee. For the period of time commencing at the Closing and terminating on the date upon which Sponsor and its Affiliates beneficially own one-half (1/2) or less of the Sponsor Initial Ownership, Parent (subject to the exercise of fiduciary duties by the members of the Board) and Stockholder shall take all Necessary Action to include in the slate of nominees recommended by the Board for election as directors at each applicable annual or special meeting of stockholders at which directors are to be elected one individual designated by Sponsor. A Sponsor Director may be, but shall not be required to be, an “independent director” under NYSE Rules. (b) Greensoil Director Nominee. For the period of time commencing at the Closing and terminating on the date upon which Greensoil and its Affiliates beneficially own one-half (1/2) or less of the Greensoil Initial Ownership, Parent (subject to the exercise of fiduciary duties by the members of the Board) and Stockholder shall take all Necessary Action to include in the slate of nominees recommended by the Board for election as directors at each applicable annual or special meeting of stockholders at which directors are to be elected one individual designated by Greensoil. A Greensoil Director may be, but shall not be required to be, an “independent director” under NYSE Rules. (c) Decrease in Designated Directors. Upon any decrease in the number of directors that Greensoil or Sponsor is entitled to designate for nomination to the Board pursuant to Sections 3.1(a) or (b), Greensoil or Sponsor, as applicable, shall take all Necessary Action to cause its Designated Director to offer to tender their resignation, effective as of the Parent’s next annual meeting. For avoidance of doubt, any Designated Director resigning pursuant to this Section 3.1(c) shall be permitted to continue serving as a Designated Director until Parent’s next annual meeting. (d) Removal; Vacancies. Except as provided in this Section 3.1(c), and subject to the Charter Documents of Parent, (i) each of Greensoil and Sponsor shall have the exclusive right to remove its Designated Director designee from the Board (including any committees thereof), and Parent and the Stockholders shall take all Necessary Action to cause the removal of any such designee at the request of Sponsor, and (ii) each of Greensoil and Sponsor shall have the exclusive right to designate a director for nomination to the Board to fill vacancies created by reason of the death, removal or resignation of its Designated Director designee to the Board (including any committees thereof upon which such Designated Director was serving at the time of his or her death, removal or resignation), and Parent and Stockholder shall take all Necessary Action to cause any such vacancies to be filled by a replacement director designated by Greensoil or Sponsor as promptly as reasonably practicable, provided that such replacement director is reasonably acceptable to the Board in the good faith exercise of its fiduciary duties. Each of Greensoil and Sponsor shall take all Necessary Action to cause its Designated Director to resign promptly from the Board if such Designated Director, as determined by the Board in good faith after consultation with outside legal counsel, (A) is prohibited or disqualified from serving as a director of Parent under any rule or regulation of the SEC, the NYSE, or by applicable Law, (B) has engaged in acts or omissions constituting a breach of such Designated Director’s fiduciary duties to Parent and its stockholders, (C) has engaged in acts or omissions that involve intentional misconduct or an intentional violation of Law or that, in the good faith judgment of the majority of the disinterested independent directors on the Board, would cause a significant adverse effect on the reputation of Parent, or (D) has engaged in any transaction involving Parent from which such Designated Director derived an improper personal benefit that was not disclosed to the Board prior to the authorization of such

transaction; provided, however, that, subject to Sections 3.1(a) and 3.1(b) and the immediately preceding clauses (A)-(D) of this Section 3.1(d), Greensoil or Sponsor, as applicable, shall have the right to replace such resigning Designated Director with a new Designated Director reasonably acceptable to the Board in the exercise of its fiduciary duties, such newly named Designated Director to be appointed promptly to the Board in place of the resigning Designated Director in the manner set forth in the Charter Documents of Parent for filling vacancies on the Board. Greensoil and Sponsor shall provide Parent with such information as is reasonably requested by Parent regarding any person proposed to be nominated as a Designated Director pursuant to this Section 3.1(d). (e) Confidentiality. Notwithstanding anything to the contrary in the Charter Documents of Parent, any confidentiality policy adopted by the Board or otherwise, a Designated Director and/or a Designated Observer shall be permitted to share with Greensoil or Sponsor, as applicable, any non-public information learned by such Designated Director in his or her capacity as a director or Designated Observer in his or her capacity as a non- voting observer, including communications among Board members in their capacities as directors, for the purpose of Greensoil and Parent monitoring its investment in Parent. Section 3.2 Agreement to Vote. From the date hereof until the date on which Greensoil and Sponsor no longer have the right to designate a Designated Director under this Agreement (for avoidance of doubt, if only one Person loses the right to designate a Designated Director under this Agreement, this Section 3.2 shall remain in effect until both Greensoil and Sponsor no longer have such right), each Stockholder shall cause all shares of Parent Common Stock that such Stockholder has the right to vote as of the applicable record date to be present in person or by proxy for quorum purposes and to be voted at any meeting of stockholders or at any adjournments or postponements thereof, and to consent in connection with any action by written consent in lieu of a meeting, in favor of each director nominated in accordance with Section 3.1 for election at any such meeting or through any such written consent. Each Stockholder further agrees not to take, directly or indirectly, any action to remove any Designated Director from office unless such removal is for cause as described in Section 3.1(d) or if Greensoil or Sponsor, as applicable, is no longer entitled to nominate such director pursuant to Section 3.1(a) or (b), respectively. Each of Parent and each Stockholder agrees not to take any actions (including granting any proxy, consent, power of attorney or other authorization with respect to any of the shares of Parent Common Stock beneficially owned by such Party, or depositing any such shares or any interest therein in a voting trust or subjecting any such shares or any interest therein to a voting agreement or similar agreement) that would conflict or interfere with or otherwise adversely affect the implementation of this Agreement or the intention of the Parties with respect to the composition of the Board as herein stated. Section 3.3 Indemnification and Insurance; Compensation and Reimbursement. (a) Parent shall enter into customary indemnification agreements with each Designated Director at the Closing and from time to time thereafter. (b) Parent shall (i) purchase and maintain in effect at all times directors’ and officers’ liability insurance in an amount and pursuant to terms determined by the Board to be reasonable and customary, (ii) for so long as any Sponsor Director serves as a director on the Board, maintain such coverage with respect to such Sponsor Director, and (iii) cause the Charter Documents of Parent (each as may be further amended, modified and/or supplemented from time to time) to at all times provide for the indemnification, exculpation and advancement of expenses of all directors of Parent to the fullest extent permitted under applicable Law; provided, that upon removal or resignation of any Designated Director for any reason, Parent shall take actions reasonably necessary to extend such directors’ and officers’ liability insurance coverage for a period of at least six years from any such event in respect of any act or omission occurring at or prior to such event. (c) Each Designated Director shall be entitled to receive the same standard director compensation as is paid to any other non-employee director on the Board. Parent shall reimburse each Designated Director for all reasonable out-of-pocket expenses incurred in connection with their attendance at meetings of the Board and any committees thereof, including travel, lodging and meal expenses on the same basis as it reimburses each other non- employee director on the Board. Section 3.4 Observers.

(a) Sponsor Observer. Parent agrees that until such time as Sponsor and its Affiliates no longer beneficially own at least 1% of the outstanding shares of Parent Common Stock (“Sponsor Observer Termination Event”), Sponsor shall have the right, but not the obligation, to designate an individual (any such individual, the “Sponsor Observer”) to attend all meetings of the Board in a non-voting, observer capacity. (b) Greensoil Director Nominee. Parent agrees that until such time as Greensoil and its Affiliates no longer beneficially own at least 1% of the outstanding shares of Parent Common Stock (“Greensoil Observer Termination Event”), Greensoil shall have the right, but not the obligation, to designate an individual (any such individual, the “Greensoil Observer”) to attend all meetings of the Board in a non-voting, observer capacity. (c) Process. Parent shall provide to each Designated Observer notice of any meetings of the Board, a copy of the meeting materials at the same time as provided to the members of the Board in their capacity as such, and shall provide each Designated Observer with the same rights to expense reimbursement that it provides to the Designated Directors. Notwithstanding the above, each Designated Observer shall not be entitled to attend and otherwise participate in, and shall, to the extent applicable, waive notice of and recuse themselves from, such meetings or portions thereof and shall not be entitled to receive any information, in each case (i) if Parent believes based on the good faith written advice of outside counsel that providing such information would violate applicable Law (in which case Parent shall notify Greensoil and/or Sponsor of such belief and Parent, Greensoil and/or Sponsor shall consult and cooperate in good faith in determining whether Parent is legally prohibited from providing such information to such Designated Observer), or (ii) where Parent determines based upon good faith written advice from outside counsel that providing such information (A) would reasonably be expected to jeopardize an attorney- client privilege or cause a loss of attorney work product protection or (B) would violate a contractual confidentiality obligation to any third party; provided, that, Parent uses reasonable best efforts and cooperates in good faith with each Designated Observer to develop and implement reasonable alternative arrangements to provide each Designated Observer with the intended benefits of this Section 3.4. (d) No Fidiciary Duties. Parent acknowledges and agrees that each Designated Observer will not owe any fiduciary duties or any other similar obligations or duties, including in law or equity, to Parent, its subsidiaries, or its stockholders and may act at all times in the best interests of Greensoil or Sponsor, respectively. (e) Termination of Desiganted Observer. Promptly upon the occurrence of (i) a Sponsor Observer Termination Event or (ii) a Greensoil Observer Termination Event, all obligations of Parent with respect to, and all rights of, Sponsor and the Sponsor Observer or Greensoil and the Greensoil Observer, respectively pursuant to this Section 3.4 shall terminate and, unless otherwise consented to by a majority of the members of the Board, such Designated Observer shall cease attending meetings of the Board. ARTICLE IV GENERAL PROVISIONS Section 4.1 Successors and Assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other Parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Section 4.2 Third Party Beneficiaries. Nothing in this Agreement shall be construed to confer upon, or give to, any Person other than the Parties hereto any right, remedy or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions, stipulations, promises and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors, heirs, personal representatives and permitted assigns. Notwithstanding the foregoing, each Designated Director shall be a third party beneficiary of the provisions of Section 3.3. Section 4.3 Freedom to Pursue Opportunities. Subject to any other agreement with Parent or any of its Subsidiaries to which Greensoil, Sponsor, any Designated Director or any Designated Observer may be bound, the Parties expressly acknowledge and agree that: (a) Greensoil, Sponsor, each Designated Director and each

Designated Observer (and each Affiliate thereof) has the right to, and shall have no duty (contractual or otherwise) not to, (i) directly or indirectly engage in the same or similar business activities or lines of business as Parent or any of its Subsidiaries, including those deemed to be competing with Parent or any of their Subsidiaries, or (ii) directly or indirectly do business with any client or customer of Parent or any of its Subsidiaries; and (b) in the event that Greensoil, Sponsor, a Designated Director or a Designated Observer (or any Affiliate thereof) acquires knowledge of a potential transaction or matter that may be a corporate opportunity for Parent or any of its Subsidiaries, none of Greensoil, Sponsor, any Designated Director or any Designated Observer (or any such Affiliate) shall have any duty (contractual or otherwise) to communicate or present such corporate opportunity to Parent or any of its Subsidiaries, as the case may be, and shall not be liable to Parent, its Subsidiaries or their respective Affiliates or stockholders for breach of any duty (contractual or otherwise) by reason of the fact that Greensoil, Sponsor, such Designated Director or such Designated Observer (or such Affiliate thereof), directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person, or does not present such opportunity to Parent or any of its Subsidiaries. Section 4.4 No Agreement as Director or Officer. Each Stockholder is signing this Agreement solely in his, her or its capacity as a stockholder of Parent. Nothing in this Agreement will be construed to prohibit, limit or restrict any Stockholder from exercising his fiduciary duties as an officer or director (if he or she holds such office) to Parent or its stockholders. Section 4.5 Termination. This Agreement shall terminate automatically (without any action by any Party) on the first date on which a Person no longer has the right to designate an individual for nomination to the Board under this Agreement or a Designated Observer; provided, that the provisions in Section 3.3 and this Article IV shall survive such termination. Section 4.6 Severability. If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any adverse manner to any Party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible. Section 4.7 Entire Agreement; Amendment; Waiver. (a) This Agreement constitutes the entire agreement and understanding of the Parties in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all Parties. (b) No waiver of any breach of any of the terms of this Agreement shall be effective unless such waiver is expressly made in writing and executed and delivered by the Party against whom such waiver is claimed. The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. Except as otherwise expressly provided herein, no failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law or in equity, shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Section 4.8 Counterparts. This Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all of such counterparts shall constitute for all purposes one agreement. Any signature hereto delivered by a Party by facsimile or other electronic transmission shall be deemed an original signature hereto. No Party shall be bound until such time as all of the Parties have executed counterparts of this Agreement.

Section 4.9 Notices. All notices and communications required or permitted to be given hereunder shall be in writing and shall be delivered personally, or sent by overnight courier or mailed by certified or registered United States Mail with all postage fully prepaid, or sent by electronic mail transmission (provided that a receipt of such email is requested by the notifying Party and affirmatively acknowledged by the receiving Party), addressed to the appropriate Party at the address for such Party shown below or at such other address as such Party shall have theretofore designated by written notice delivered to the Party giving such notice: if to Sponsor, to: TLG Acquisition Founder LLC TLG Acquisition One Corp. 515 Flagler Drive, Suite 520 West Palm Beach, FL 33401 Attention: Michael Lawrie Email: Mikelawrie@tlgholding.com with a copy (which will not constitute notice) to: Gibson, Dunn & Crutcher LLP 811 Main Street, Suite 3000 Houston, TX 77002-6117 Attention: Gerald M. Spedale Chris Trester Email: gspedale@gibsondunn.com ctrester@gibsondunn.com if to Parent, to: 625 N. Flagler Drive West Palm Beach, Florida 33401 Attention: Legal Department Email: Jim.vanhoof@electriqpower.com Phone Number: 860-996-2411 with a copy (which will not constitute notice) to: Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, 11th Floor New York, New York 10105 Attention: David Landau Anthony Ain Email: dlandau@egsllp.com aain@egsllp.com if to Greensoil, to: GBIF Management Ltd. 804-2345 Yonge Street Toronto, ON M4P 2E5 Attention: Gideon Soesman Email: gideon@greensoil-investments.com if to a Stockholder, to the address for such Stockholder set forth on Annex A. Section 4.10 Governing Law. This Agreement, the rights of the Parties hereunder and all Actions arising in whole or in part under or in connection herewith, will be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.

Section 4.11 Jurisdiction; Venue; Service of Process. (a) Each of the Parties to this Agreement, by its execution hereof, (i) hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware (the “Delaware Courts”), for the purpose of any Action relating to or arising in whole or in part under or in connection with this Agreement (in each case, whether in law or in equity, whether in contract or in tort, by statute or otherwise), (ii) hereby waives to the extent not prohibited by applicable Legal Requirements, and agrees not to assert, by way of motion, as a defense or otherwise, in any such Action, any claim or objection that it is not subject personally to the jurisdiction of the Delaware Courts, that its property is exempt or immune from attachment or execution, that any such Action brought in one of the Delaware Courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the Delaware Courts, or should be stayed by reason of the pendency of some other Action in any other court other than one of the Delaware Courts or that this Agreement or the subject matter hereof may not be enforced in or by such court and (iii) hereby agrees not to commence any such Action other than before one of the Delaware Courts. Notwithstanding the previous sentence a Party may commence any Action in a court other than the Delaware Courts solely for the purpose of enforcing an order or judgment issued by one of the Delaware Courts. (b) Each of the Parties to this Agreement agrees that for any Action among any of the Parties relating to or arising in whole or in part under or in connection with this Agreement (in each case, whether in law or in equity, whether in contract or in tort, by statute or otherwise), such Party will bring such Action only in the Delaware Courts. Notwithstanding the previous sentence a Party may commence any Action in a court other than the Delaware Courts solely for the purpose of enforcing an order or judgment issued by one of the Delaware Courts. Each Party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdiction. (c) Each of the Parties to this Agreement hereby (i) consents to service of process in any Action among any of the Parties hereto relating to or arising in whole or in part under or in connection with this Agreement (in each case, whether in law or in equity, whether in contract or in tort, by statute or otherwise) in any manner permitted by applicable Law, (ii) agrees that service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 4.8, will constitute good and valid service of process in any such Action and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such Action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process. Section 4.12 Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LEGAL REQUIREMENT THAT CANNOT BE WAIVED, THE PARTIES HEREBY WAIVE, AND COVENANT THAT THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT, EQUITY OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION WHATSOEVER BETWEEN OR AMONG THEM RELATING TO THIS AGREEMENT AND THAT SUCH ACTIONS, CLAIMS, DEMAND OR CAUSES OF ACTIONS WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY. Section 4.13 Specific Performance. Each of the Parties hereto agrees that irreparable harm for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that it does not fully and timely perform its obligations under or in connection with this Agreement in accordance with its terms or otherwise breach such provisions. Each of the Parties hereto acknowledges and agrees that (a) the other Parties will be entitled to an injunction, specific performance or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, without proof of damages and without posting a bond or undertaking and without proof of damages, this being in addition to any other remedy to which such other Parties are entitled under the Law or in equity and (b) the right to obtain an injunction, specific performance, or other equitable relief is

an integral part of this Agreement and, without that right, none of the Parties would have entered into this Agreement. Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that the other parties have an adequate remedy at Law or that an award of specific performance is not an appropriate remedy for any reason at Law or equity. The Parties acknowledge and agree that any Party seeking an injunction to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 4.13 shall not be required to provide any bond or other security or undertaking and without proof of damages in connection with any such injunction. Signature pages follow.

[Signature Page to Stockholders’ Agreement] IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the day and year first above written. PARENT: TLG ACQUISITION ONE CORP. By:_______________________________ Name: John Michael Lawrie Title: Chief Executive Officer DocuSign Envelope ID: 6E03B4BA-1166-42E4-8DB4-5B272FB8D7C2

[Signature Page to Stockholders’ Agreement] IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the day and year first above written. SPONSOR: TLG ACQUISITION FOUNDER LLC By:_______________________________ Name: John Michael Lawrie Title: Manager DocuSign Envelope ID: 6E03B4BA-1166-42E4-8DB4-5B272FB8D7C2

[Signature Page to Stockholders’ Agreement] IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the day and year first above written. GREENSOIL: GBIF Management Ltd. on behalf of Greensoil Building Innovation Fund (Canadian), LP and Greensoil Building Innovation Fund (International), LP By:_______________________________ Name: Title: Gideon Soesman Managing Partner DocuSign Envelope ID: 26EF849E-DF76-4CBE-8EFD-047FC16F959D

[Signature Page to Stockholders’ Agreement] IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the day and year first above written. GREENSOIL: GREENSOIL BUILDING INNOVATION FUND CO- INVESTMENT I, L.P., by its general partner, GBIF Management, Ltd. By:_______________________________ Name: Title: Gideon Soesman Managing Partner DocuSign Envelope ID: 26EF849E-DF76-4CBE-8EFD-047FC16F959D

[Signature Page to Stockholders’ Agreement] STOCKHOLDER: _______________________________ Annex A Stockholder Address for Notices ______________________ ______________________ _____________________ DocuSign Envelope ID: 2A9D9D6D-68B9-4C09-802B-B0FE86B0EBDE 89 Mountain Ave. Millburn NJ 07041 Frank Magnotti

[Signature Page to Stockholders’ Agreement] STOCKHOLDER: _______________________________ Annex A Stockholder Address for Notices ______________________ ______________________ _____________________ DocuSign Envelope ID: 2B114DBE-F5DA-4DE1-BBBF-A5982E19B4AC Bayville, NJ 08721 50 Bowsprit Drive Frances Turbiak-Magnotti

[Signature Page to Stockholders’ Agreement] STOCKHOLDER: _______________________________ Annex A Stockholder Address for Notices ______________________ ______________________ _____________________ DocuSign Envelope ID: 584845EE-169D-4E0D-8A2D-C52F77CC3992 Jupiter, FL 33458 James Van Hoof 128 Porgee Rock Place

[Signature Page to Stockholders’ Agreement] STOCKHOLDER: _______________________________ Annex A Stockholder Address for Notices ______________________ ______________________ _____________________ DocuSign Envelope ID: C8B2492A-B87D-4603-AA1C-CDC6FF2CC26C PO Box 338 Indiantown FL 34956 Petrina Thomson

[Signature Page to Stockholders’ Agreement] STOCKHOLDER: _______________________________ Annex A Stockholder Address for Notices ______________________ ______________________ _____________________ DocuSign Envelope ID: 2AF79827-75B6-4FEF-8ADA-1005E96C3009 185 Capetown Dr, Alameda, CA 94502 Jan Klube

[Signature Page to Stockholders’ Agreement] STOCKHOLDER: _______________________________ Annex A Stockholder Address for Notices ______________________ ______________________ _____________________ DocuSign Envelope ID: BCA08EFF-1EF4-4C04-820D-0B49745B85D4 Francis Evans 53 Fairview Ave South Orange, NJ 07079

[Signature Page to Stockholders’ Agreement] STOCKHOLDER: _______________________________ Annex A Stockholder Address for Notices ______________________ ______________________ _____________________ DocuSign Envelope ID: 0438A21D-0C1C-4437-9A69-A4A5A4FA54F0 Scotch Plains, NJ 07076 34 Jacobs Lane Pravin Bhagat

[Signature Page to Stockholders’ Agreement] STOCKHOLDER: _______________________________ Annex A Stockholder Address for Notices ______________________ ______________________ _____________________ DocuSign Envelope ID: 269539B2-E99C-4CD6-AA1D-9A48BC102C67 Troy Anatra 3 Quimby Lane Flemington, NJ 08822

[Signature Page to Stockholders’ Agreement] STOCKHOLDER: _______________________________ Annex A Stockholder Address for Notices ______________________ ______________________ _____________________ DocuSign Envelope ID: BFA11C85-CBC8-4667-8B6B-961F9BD18718 4681 Island Reef Drive Wellington FL 33449 Ozlem Fonda

EX-10.18

Exhibit 10.18

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of August 22, 2023, is by and between Electriq Power Holdings, Inc., a Delaware corporation (to be renamed “ELIQ” in connection with the Merger (as defined below), “Electriq”), and Frank Magnotti (the “Executive”).

WHEREAS, prior to the date hereof, TLG Acquisition One Corp., a Delaware corporation (to be renamed “Electriq Power Holdings, Inc.” in connection with the Merger (as defined below), the “Company”), has entered into a Merger Agreement (the “Merger Agreement”) with Electriq and Eagle Merger Corp., a Delaware corporation (“Merger Sub”), pursuant to which at the Effective Time (as defined in the Merger Agreement), Merger Sub will merge with and into Electriq (the “Merger”), with Electriq surviving the Merger as a wholly owned subsidiary of the Company;

WHEREAS the Executive currently provides services to Electriq as its Chief Executive Officer.

WHEREAS Electriq desires to continue the employment of the Executive and the Executive desires to continue to provide services to Electriq and provide services to the Company pursuant to the terms and conditions of this Agreement effective as of the Effective Time; and

WHEREAS Electriq and the Executive understand and agree that this Agreement shall, for all purposes, be null and void and of no further effect if the Merger Agreement is terminated prior to the closing of the transactions contemplated therein.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1.    Employment and Duties.

(a)    General. Subject to the terms and conditions hereof, the Executive shall serve as Chief Executive Officer of Electriq and shall have responsibilities and duties consistent with the Executive’s position and such other responsibilities and duties as may from time to time be prescribed by the Board of Directors of the Company (the “Board”); provided that such responsibilities and duties are consistent with the Executive’s position or other positions that he or she may hold from time to time. The Executive’s principal place of employment shall be the principal office of Electriq, currently located in West Palm Beach, Florida, subject to (i) remote working on a reasonable basis; (ii) periodic travel to Electriq’s other locations, and (iii) such other reasonable travel as the performance of the Executive’s duties and the business of Electriq may require.

(b)    Exclusive Services. For so long as the Executive is employed by any of the Company, Electriq and their subsidiaries (collectively, the “Company

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Group”), the Executive shall devote the Executive’s full business working time to the Executive’s duties hereunder, shall faithfully serve the Company Group, shall conform to and comply with the lawful and good faith directions and instructions given to the Executive by Chief Executive Officer, and shall use the Executive’s best efforts to serve the interests of the Company Group. Further, the Executive shall not, directly, or indirectly, render material services to any other person or organization without the consent of the Company Group pursuant to authority granted by the Board, the Chief Executive Officer of Electriq or other authorized executives or otherwise engage in activities that would interfere significantly with the faithful performance of the Executive’s duties hereunder. Notwithstanding the foregoing, the Executive may (i) serve on corporate, civic or charitable boards provided that, on and after the Effective Time, the Executive provides the Board, in writing, with a list of such boards and receives the consent of the Board to serve on such boards, and (ii) manage personal investments and (ii) engage in charitable activities; provided, further, that such activity does not contravene the first sentence of this Section 1(b) in any material manner.

2.    Term.

(a)    The Executive’s employment under this Agreement shall commence as of the Effective Time and shall, subject to earlier termination of the Executive’s employment under this Agreement, continue until the third (3rd) anniversary of the Effective Time (the “Initial Term”). Unless a Non-Renewal Notice (as defined below) is given or the Executive’s employment is earlier terminated in accordance with the terms of this Agreement, the period of the Executive’s employment shall, as of and following the expiration of the Initial Term, be automatically extended for additional twelve (12)-month periods (individually, and collectively, the “Renewal Term”). The period from the Effective Time until the termination of the Executive’s employment under this Agreement, including the Initial Term, and, if applicable, the CIC Term (as defined below), and any Renewal Term or Post-CIC Renewal Term (as defined below), is referred to as the “Term.”

(b)    Notwithstanding the foregoing, if a Change in Control (as defined in Section 5 below) occurs prior to the termination of the Executive’s employment under this Agreement (including after providing a Non-Renewal Notice, which shall be deemed revoked and superseded by reason of the occurrence of the Change in Control), the Term shall not end prior to the later of the first (1st) anniversary of the consummation of the Change in Control or the end of the Initial Term, unless the Executive experiences a termination of employment under this Agreement (the “CIC Term”). Unless a Non- Renewal Notice is given as herein provided or Executive’s employment is earlier terminated in accordance with the terms of this Agreement, the period of Executive’s employment shall, as of and following the expiration of the CIC Term, be automatically extended for additional twelve (12)-month periods (individually, and collectively, the “Post-CIC Renewal Term”).

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(c)    Electriq or the Executive may elect to terminate the automatic extension of the Term by giving written notice of such election not less than (i) one hundred eighty (180) days prior to the end of the Initial Term or any Renewal Term, as applicable, or (ii) ninety (90) days prior to the end of the CIC Term or any Post-CIC Renewal Term, as applicable (the “Non-Renewal Notice”).

3.    Compensation and Other Benefits. Subject to the provisions of this Agreement, the Company Group shall pay and provide the following compensation and other benefits to the Executive during the Term as compensation for services rendered hereunder:

(a)    Base Salary. The Company Group shall pay to the Executive an annual salary at the rate of $465,000 (the “Base Salary”), payable in substantially equal installments at such intervals as may be determined by the Company Group in accordance with its ordinary payroll practices as established from time to time. During the Term, the Compensation Committee of the Board shall review the Executive’s Base Salary, not less often than annually, and may increase (but not decrease) the Executive’s Base Salary in its sole discretion.

(b)    Bonus. The Executive shall be entitled to participate each year of this Agreement in the Company Group’s annual incentive bonus plan for senior executives in accordance with its terms as may be in effect and subject to such other terms as the Board may approve. The target amount of the Executive’s annual incentive bonus shall be equal to 80% of the Executive’s base salary for the annual period to which such bonus relates. During the Term, the Compensation Committee of the Board shall review the Executive’s annual incentive bonus, not less often than annually, and may increase (but not decrease) the target amount of the Executive’s annual incentive bonus in its sole discretion.

(c)    Long-Term Incentive Plan. The Executive shall be entitled to participate each year of this Agreement in the 2022 Equity Incentive Plan, or other long- term incentive plan of the Company that may be in effect from time to time, in accordance with its terms and subject to such other terms as the Board, in its sole discretion, may approve.

As soon as practicable after the date hereof, the Executive shall be granted an initial award equal to 410,347 restricted shares of the Company. The restricted stock vests equally over a 3-year period.

In addition, the Executive shall be granted a one-time “Top-Up” award under the 2022 Equity Incentive Plan, such that after the issuance of such Top-Up award, the Executive shall hold approximately the same ownership in the Company on a fully diluted basis as of the grant date as the Executive holds as of the date hereof. The Top-Up grant is 1,915,699 restricted shares of the Company. The restricted stock vests equally over a 3-year period.

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(d)    Retention Bonus. Subject to the terms and conditions of this Agreement, the Executive is eligible to earn a retention bonus in the gross amount of $232,500 (the “Retention Bonus”) in the event the Executive remains employed hereunder on the six (6)-month anniversary of the date on which the Effective Time occurs (the “Retention Date”) and has not given notice of the Executive’s intent to resign as of or prior to such date. The Retention Bonus shall be payable in a lump sum within ten (10) days following the Retention Date.

(e)    Benefit Plans. The Executive shall be entitled to participate in all employee benefit plans or programs of the Company Group as are available to other similarly situated executives of Electriq, in accordance with the terms of the plans, as may be amended from time to time.

(f)    Expenses. The Company Group shall reimburse the Executive for reasonable travel and other business-related expenses incurred by the Executive in the fulfillment of the Executive’s duties hereunder, upon presentation of written documentation thereof, in accordance with the business expense reimbursement policies and procedures of the Company Group as in effect from time to time. Payments with respect to reimbursements of expenses shall be made consistent with the Company Group’s reimbursement policies and procedures and in no event later than the last day of the calendar year following the calendar year in which the relevant expense is incurred.

(g)    Vacation. The Executive shall be entitled to vacation time consistent with the applicable policies of the Company Group for other similarly situated executives of the Company Group as in effect from time to time.

4.    Termination of Employment. Subject to this Section 4, Electriq shall have the right to terminate the Executive’s employment at any time, with or without Cause (as defined in Section 5 below), and the Executive shall have the right to terminate the Executive’s employment at any time, with or without Good Reason (as defined in Section 5 below).

(a)    Termination due to Death or Disability. The Executive’s employment under this Agreement will terminate upon the Executive’s death, and the Executive’s employment may be terminated by Electriq upon the Executive’s Disability (as defined in Section 5 below), upon giving not less than thirty (30) days’ written notice to the Executive. In the event of the Executive’s death or Disability, the Company Group shall pay to the Executive (or the Executive’s estate, as applicable) the Executive’s accrued salary through and including the date of termination and any bonus earned, but unpaid, for the year prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation andBenefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the

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Executive or his or her estate, as applicable, shall be entitled to receive the following payments from the Company Group: (i) a pro rata bonus equal to (x) the annual bonus the Executive would have earned for the fiscal year in which such Separation from Service occurs based on performance as determined by the Board, multiplied by (y) a fraction, the numerator of which is the number of days worked during the fiscal year in which the death or Disability occurs and the denominator of which is 365, payable in a single lump sum upon certification to the Board of performance for such fiscal year; (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Service; and (iii) with respect to any outstanding equity awards or other long-term incentive awards, the then-unvested shares of Restricted Stock will immediately vest in full.

(b)    Termination for Cause; Resignation without Good Reason. If, prior to the expiration of the Term, the Executive incurs a “Separation from Service” within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), by reason of Electriq’s termination of the Executive’s employment for Cause or if the Executive resigns from the Executive’s employment hereunder other than for Good Reason, the Executive shall only be entitled to receive payment from the Company Group of the Executive’s Other Accrued Compensation and Benefits, excluding the Prior Year Earned Bonus in the event such Separation from Service occurs by reason of Electriq’s termination of the Executive for Cause, payable in accordance with Company Group policies and practices and in no event later than thirty (30) days after the Executive’s Separation from Service. The Executive shall have no further right to receive any other compensation or benefits after such termination or resignation of employment.

(c)    Termination without Cause; Resignation for Good Reason Prior to a Change in Control. If, prior to the expiration of the Term, the Executive incurs a Separation from Service by reason of Electriq’s termination of the Executive’s employment without Cause or by the Executive’s resignation from the Executive’s employment for Good Reason, in either case prior to a Change in Control, the Executive shall receive from the Company Group the Other Accrued Compensation and Benefits and, subject to Section 4(e), shall be entitled to receive from the Company Group: (i) a severance amount equal to two (2) times the sum of (x) the Executive’s then-current Base Salary plus (y) the average amount of the annual bonus paid to the Executive for each of the two (2) fiscal years immediately prior to the fiscal year in which the Separation from Service occurs, payable in substantially equal monthly installments over a period of twelve (12) months beginning sixty (60) days following the Executive’s Separation from Service (the “Severance Period”); (ii) with respect to the Top Up grant of restricted shares, any then unvested shares will immediately vest in full, but only if Termination by the Company without Cause and

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(iii) with respect to any outstanding equity awards or other long-term incentive awards, such awards will be treated in accordance with the terms of the applicable plans and award agreements; provided, however, that if a “change in the effective control of a corporation,” as such term is defined in Treasury Regulation §1.409A-3(i)(5), occurs with respect to the Company following the Executive’s Separation from Service, any unpaid amounts described in clause (i) above shall be paid in a single lump sum within sixty (60) days following the consummation of such change in the effective control. In addition, the Executive shall be entitled to receive from the Company Group an additional severance amount equal to the Retention Bonus that the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), which shall be payable in a single lump within sixty (60) days following such Separation from Service. If, during the Severance Period, the Executive materially breaches any of the Executive’s then applicable obligations under this Agreement (including, but not limited to, Sections 7 through 11) or such other agreement between the Company Group and the Executive, the Company Group may, upon written notice from the Company to the Executive, terminate the Severance Period and cease to make any further payments of any unpaid severance amounts under this Section 4(c).

(d)    Termination without Cause or Resignation for Good ReasonOccurring on or Following a Change in Control. If, prior to the expiration of the CIC Term, the Executive incurs a Separation from Service on or following the consummation of a Change in Control by reason of either (i) Electriq’s termination of the Executive’s employment without Cause, or (ii) the Executive’s resignation from the Executive’s employment for Good Reason, then the Executive shall receive from the Company Group the Other Accrued Compensation and Benefits and, subject to Section 4(e), shall be entitled to: (i) an amount equal to two (2) times the sum of (x) the Executive’s then- current Base Salary plus (y) the average amount of the annual bonus paid to the Executive for each of the two (2) fiscal years immediately prior to the fiscal year in which the Separation from Service occurs, payable in a single lump sum within sixty (60) days following the Executive’s Separation from Service; and (ii) with respect to any outstanding equity awards or other long-term incentive awards, such awards will be treated in accordance with the terms of the applicable plans and award agreements. In addition, the Executive shall be entitled to receive from the Company Group an additional payment equal to the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), which shall be payable in a single lump within sixty (60) days following such Separation from Service.

(e)    Execution and Delivery of Release. The Company Group shall not be required to make the payments and provide the benefits provided for under

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Section 4(c) or 4(d) unless, within sixty (60) days following the Executive’s Separation from Service, the Executive executes and delivers to the Company a general waiver and release of claims containing customary terms and the release has become effective and irrevocable in its entirety. The Executive’s failure or refusal to sign the release (or the Executive’s revocation of such release in accordance with applicable laws) shall result in the forfeiture of the payments and benefits under Sections 4(c) and 4(d) (excluding any payments or benefits consisting of Other Accrued Compensation and Benefits).

(f)    Notice of Termination. Any termination of employment by Electriq or the Executive shall be communicated by a written “Notice of Termination” to the other party hereto given in accordance with Section 26 of this Agreement, except that Electriq may waive the requirement for such Notice of Termination by the Executive. In the event of a resignation by the Executive without Good Reason, the Notice of Termination shall specify the date of termination, which date shall not be less than thirty (30) days after the giving of such notice, unless Electriq agrees to waive any notice period by the Executive.

(g)    Resignation from Directorships and Officerships. The termination of the Executive’s employment for any reason shall constitute the Executive’s resignation from (i) any director, officer, or employee position the Executive has with the Company Group and (ii) all fiduciary positions (including as a trustee) the Executive may hold with respect to any employee benefit plans or trusts established by the Company Group. The Executive agrees that this Agreement shall serve as written notice of resignation in this circumstance.

5.    Definitions.

(a)    Cause. For purposes of this Agreement, “Cause” shall have the meaning set forth in the 2022 Equity Incentive Plan.

(b)    Change in Control. For purposes of this Agreement, “Change inControl” shall have the meaning set forth in the 2022 Equity Incentive Plan.

(c)    Disability. For purposes of this Agreement, “Disability” shall have the meaning set forth in the 2022 Equity Incentive Plan.

(d)    Good Reason. For purposes of this Agreement, “Good Reason” shall mean termination of employment by the Executive because of the occurrence of any of the following events without the Executive’s written consent:

(i)    a material reduction of the Base Salary or target annual bonus opportunity that is or may be payable to the Executive pursuant to this Agreement.

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(ii)    a material adverse change in the Executive’s duties or responsibilities.

(iii)    a material change to the location(s) of the Executive’s principal places of employment without the Executive’s consent.

(iv)    a failure by the Company to obtain agreement by a successor to assume this Agreement in accordance with Section 18(b); or

(v)    Electriq’s or the Company’s material breach of this Agreement; provided, however, that no event or condition described in clause (i), (ii) or (v) shall constitute Good Reason unless (x) the Executive gives the Company written notice of the Executive’s intention to terminate the Executive’s employment for Good Reason and the grounds for such termination within sixty (60) days of the Executive first becoming aware of the event giving rise to such Good Reason, (y) such grounds for termination are not corrected by the Company Group within thirty (30) days of its receipt of such notice, and (z) the Executive terminates the Executive’s employment within sixty (60) days after the end of the correction period described above in clause (y).

(e)    2022 Equity Incentive Plan. For purposes of this Agreement, “2022Equity Incentive Plan” shall mean the Company’s 2022 Equity Incentive Plan or the successor plan pursuant to which the Executive was, prior to the relevant transaction, most recently granted long-term incentive awards.

6.    Limitations on Severance Payment and Other Payments or Benefits.

(a)    Payments. Notwithstanding any provision of this Agreement, if any portion of the severance payments or any other payment under this Agreement, or under any other agreement with the Executive or plan or arrangement of the Company Group (in the aggregate, “Total Payments”), would constitute an “excess parachute payment” and would, but for this Section 6, result in the imposition on the Executive of an excise tax under Section 4999 of the Code, then the Total Payments to be made to the Executive shall either be (i) delivered in full or (ii) delivered in the greatest amount such that no portion of such Total Payment would be subject to the excise tax, whichever of the foregoing results in the receipt by the Executive of the greatest benefit on an after-tax basis (taking into account the Executive’s actual marginal rate of federal, state and local income taxation and the excise tax).

(b)    Determinations. Within thirty (30) days following the Executive’s termination of employment or notice by one party to the other of its belief that there is a payment or benefit due the Executive that will result in an excess parachute payment, the Company, at the Company Group’s expense, shall select a nationally recognized certified public accounting firm (which may be the Company’s independent auditors) (“Accounting Firm”) reasonably acceptable to the Executive to determine (i) the Base Amount (as defined below), (ii) the amount and present value

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of the Total Payments, (iii) the amount and present value of any excess parachute payments determined without regard to any reduction of Total Payments pursuant to Section 6(a), and (iv) the net after-tax proceeds to the Executive, taking into account the tax imposed under Section 4999 of the Code if (x) the Total Payments were reduced in accordance with Section 6(a) or (y) the Total Payments were not so reduced. If the Accounting Firm determines that Section 6(a)(ii) above applies, then the severance payments hereunder or any other payment or benefit determined by such Accounting Firm to be includable in Total Payments shall be reduced or eliminated so that there will be no excess parachute payment. In such event, payments or benefits included in the Total Payments shall be reduced or eliminated by applying the following principles, in order: (1) the payment or benefit with the later possible payment date shall be reduced or eliminated before a payment or benefit with an earlier payment date; and (2) cash payments shall be reduced prior to non-cash benefits; provided that if the foregoing order of reduction or elimination would violate Section 409A of the Code, then the reduction shall be made pro rata among the payments or benefits included in the Total Payments (on the basis of the relative present value of the parachute payments).

(c)    Definitions and Assumptions. For purposes of this Agreement: (i) the terms “excess parachute payment” and “parachute payments” shall have the meanings assigned to them in Section 280G of the Code and such “parachute payments” shall be valued as provided therein; (ii) present value shall be calculated in accordance with Section 280G(d)(4) of the Code; (iii) the term “Base Amount” means an amount equal to the Executive’s “annualized includible compensation for the base period” as described in Section 280G(d)(1) of the Code; (iv) for purposes of the determination by the Accounting Firm, the value of any non-cash benefits or any deferred payment or benefit shall be determined in accordance with the principles of Sections 280G(d)(3) and (4) of the Code; and (v) the Executive shall be deemed to pay federal income tax and employment taxes at his or her actual marginal rate of federal income and employment taxation, and state and local income taxes at his or her actual marginal rate of taxation in the state or locality of the Executive’s domicile (determined in both cases in the calendar year in which the termination of employment or notice described in Section 6(b) above is given, whichever is earlier), net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes. The covenants set forth in Sections 7 through 11 of this Agreement have substantial value to the Company Group and a portion of any Total Payments made to the Executive are in consideration of such covenants. For purposes of calculating the “excess parachute payment” and the “parachute payments,” the parties intend that an amount equal to not less than the Executive’s highest annual base salary during the twelve (12)-month period immediately prior to his or her termination of employment shall be in consideration of the covenants in Sections 7 through 11 below. The Accounting Firm shall consider all relevant factors in appraising the fair value of such covenants and in determining the amount of the Total Payments that shall not be a “parachute payment” or “excess parachute payment.” The determination of the Accounting Firm shall be addressed to the Company and the

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Executive, and such determination shall be binding upon the Company Group and the Executive.

(d)    Amendment. This Section 6 shall be amended to comply with any amendment or successor provision to Sections 280G or 4999 of the Code.

7.    Confidentiality.

(a)    Confidential Information.

(i)    The Executive agrees that during his or her employment hereunder and for all periods thereafter following his or her Separation from Service, he or she will not at any time, except with the prior written consent of the Company or as required by law, directly or indirectly, reveal to any person, entity or other organization (other than any member of the Company Group or its respective employees, officers, directors, shareholders or agents) or use for the Executive’s own benefit any information deemed to be confidential by any member of the Company Group (“ConfidentialInformation”) relating to the assets, liabilities, employees, goodwill, business or affairs of any member of the Company Group, including, without limitation, any information concerning customers, business plans, marketing data or other confidential information known to the Executive by reason of the Executive’s employment by, shareholdings in or other association with any member of the Company Group; provided that such Confidential Information does not include any information which (x) is available to the general public or is generally available within the relevant business or industry other than as a result of the Executive’s action or (y) is or becomes available to the Executive after his or her Separation from Service on a non-confidential basis from a third-party source; provided, further, that such third-party source is not bound by a confidentiality agreement or any other obligation of confidentiality. Confidential Information may be in any medium or form, including, without limitation, physical documents, computer files or disks, videotapes, audiotapes, and oral communications.

(ii)    If the Executive becomes legally compelled to disclose any Confidential Information, the Executive shall provide the Company with prompt written notice so that the Company may seek a protective order or other appropriate remedy. If such protective order or other remedy is not obtained, the Executive shall furnish only that portion of such Confidential Information or take only such action as is legally required by binding order and shall exercise his or her reasonable efforts to obtain reliable assurance that confidential treatment shall be accorded any such Confidential Information. The Company Group shall promptly pay (upon receipt of invoices and any other documentation as may be requested by the Company) all reasonable expenses and fees incurred by the Executive, including attorneys’ fees, in connection with his or her compliance with the immediately preceding sentence.

(iii)    The Executive understands and acknowledges that the Executive has the right under U.S. federal law to certain protections for cooperating

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with or reporting legal violations to the Securities and Exchange Commission and/or its Office of the Whistleblower, as well as certain other governmental entities. No provisions in this Agreement are intended to prohibit the Executive from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity, and the Executive may do so without disclosure to the Company Group. The Company Group may not retaliate against the Executive for any of these activities. Further, nothing in this Agreement precludes the Executive from filing a charge of discrimination with the Equal Employment Opportunity Commission or a like charge or complaint with a state or local fair employment practice agency.

(iv)    The Executive acknowledges that, pursuant to the Defend Trade Secrets Act of 2016, an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal, or (iii) made to his or her attorney or used in a court proceeding in an anti- retaliation lawsuit based on the reporting of a suspected violation of law, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.

(b)    Exclusive Property. The Executive confirms that all Confidential Information is and shall remain the exclusive property of the Company Group. All business records, papers and documents kept or made by the Executive relating to the business of the Company Group shall be and remain the property of the Company Group. Upon the request and at the expense of the Company Group, the Executive shall promptly make all disclosures, execute all instruments and papers, and perform all acts reasonably necessary to vest and confirm in the Company Group, fully and completely, all rights created or contemplated by this Section 7.

8.    Noncompetition. The Executive agrees that during his or her employment with the Company Group and for a period commencing on the Executive’s Separation from Service and ending nine (9) months thereafter (the “Restricted Period”), the Executive shall not, without the prior written consent of the Company, directly or indirectly, and whether as principal or investor or as an employee, officer, director, manager, partner, consultant, agent or otherwise, alone or in association with any other person, firm, corporation or other business organization, carry on a business competitive with the Company Group in any geographic area in which the Company Group has engaged in business, or is reasonably expected to engage in business during such Restricted Period (including, without limitation, any area in which any customer of the Company Group may be located); provided, however, that nothing herein shall limit the Executive’s

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right to own not more than one percent (1%) of any of the debt or equity securities of any business organization.

9.    Non-Solicitation. The Executive agrees that, during his or her employment and for the Restricted Period, the Executive shall not, directly or indirectly, other than in connection with the proper performance of his or her duties in his or her capacity as an executive with respect to Electriq and, as applicable, the Company, (a) interfere with or attempt to interfere with any relationship between the Company Group and any of its employees, consultants, independent contractors, agents or representatives, (b) employ, hire or otherwise engage, or attempt to employ, hire or otherwise engage, any current or former employee, consultant, independent contractor, agent or representative of the Company Group in a business competitive with the Company Group, (c) solicit the business or accounts of the Company Group, or (d) divert or attempt to direct from the Company Group any business or interfere with any relationship between the Company Group and any of its clients, suppliers, customers or other business relations. As used herein, the term “indirectly” shall include, without limitation, the Executive’s permitting the use of the Executive’s name by any competitor of any member of the Company Group to induce or interfere with any employee or business relationship of any member of the Company Group.

10.    Non-Disparagement. During and after the Term, the Executive agrees not to make any disparaging statements concerning the Company, Electriq or any of their subsidiaries, affiliates or current or former officers, directors, shareholders, employees or agents (collectively, the “Company Parties”); provided, however, that nothing herein shall prohibit the Executive from giving truthful testimony or evidence to a governmental entity if properly subpoenaed or otherwise required to do so under applicable law and nothing herein shall prohibit the Executive from making truthful statements in good faith during the Term as reasonably necessary to properly perform his or her duties, responsibilities, and authorities hereunder.

11.    Litigation and Regulatory Cooperation. During and after the Term, the Executive shall cooperate fully with the Company Group (including their outside counsel) in connection with the contemplation, prosecution, and defense of all phases of existing, past, and future claims or actions which relate to events or occurrences that transpired while the Executive was employed by the Company Group. The Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company Group at mutually convenient times. During and after the Term, the Executive also shall cooperate fully with the Company Group in connection with any investigation or review of any federal, state, or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company Group. The Company Group shall reimburse the Executive for any pre-approved reasonable business travel expenses that are incurred in connection with

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the Executive’s performance of obligations pursuant to this Section 11 after receipt of appropriate documentation consistent with the Company Group’s business expense reimbursement policy.

12.    Full Settlement. The Company Group’s obligation to pay the Executive the amounts required by this Agreement shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any offset, counterclaim, recoupment, defense, or other right which the Company Group may have against the Executive or anyone else. All payments and benefits to which the Executive is entitled under this Agreement shall be made and provided without offset, deduction or mitigation on account of income that the Executive may receive from employment from the Company Group or otherwise. This Section 12 shall not be interpreted to otherwise limit the remedies available to the Company Group, whether at law or in equity, in the event the Executive breaches any provision of this Agreement.

13.    Certain Remedies.

(a)    Injunctive Relief. Without intending to limit the remedies available to the Company Group, the Executive agrees that a breach of any of the covenants contained in Sections 7 through 11 of this Agreement may result in material and irreparable injury to the Company Group for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof, any member of the Company Group shall be entitled to seek a temporary restraining order or a preliminary or permanent injunction, or both, without bond or other security, restraining the Executive from engaging in activities prohibited by the covenants contained in Sections 7 through 11 of this Agreement or such other relief as may be required specifically to enforce any of the covenants contained in this Agreement. Such injunctive relief in any court shall be available to the Company Group in lieu of, or prior to or pending determination in, any arbitration proceeding.

(b)    Extension of Restricted Period. In addition to the remedies the Company Group may seek and obtain pursuant to this Section 13, the Restricted Period shall be extended by all periods during which the Executive shall be found by a court or

arbitrator possessing personal jurisdiction over the Executive to have been in violation of the covenants contained in Sections 8 and 9 of this Agreement.

14.    Section 409A of the Code.

(a)    General. This Agreement is intended to be exempt from or in compliance with the requirements of Section 409A of the Code and shall be interpreted and construed consistent with that intent.

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(b)    Deferred Compensation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code, the payment shall be paid (or provided) in accordance with the following:

(i)    If the Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Executive’s “Separation from Service” within the meaning of Section 409A(a)(2)(A)(i) of the Code, then no such payment shall be made or commence during the period beginning on the date of the Executive’s Separation from Service and ending on the date that is six (6) months following the Executive’s Separation from Service or, if earlier, on the date of the Executive’s death. The amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first (1st) business day following the end of the period (“Delayed Payment Date”).

(ii)    Payments with respect to reimbursements of expenses shall be made in accordance with Company Group policy and in no event later than the last day of the calendar year following the calendar year in which the relevant expense is incurred. The amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year.

15.    Source of Payments. All payments provided under this Agreement, other than payments made pursuant to a plan which provides otherwise, shall be paid in cash from the general funds of the Company Group, and no special or separate fund shall be established, and no other segregation of assets shall be made, to assure payment. The Executive shall have no right, title, or interest whatsoever in or to any investments which the Company Group may make to aid the Company Group in meeting its obligations hereunder. To the extent that any person acquires a right to receive payments from the Company Group hereunder, such right shall be no greater than the right of an unsecured creditor of Electriq.

16.    Arbitration. Any dispute or controversy arising under or in connection with this Agreement or otherwise in connection with the Executive’s employment by the Company Group that cannot be mutually resolved by the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration in [San Leandro, California], in accordance with the commercial rules of the American Arbitration Association before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by an individual to be designated by the Company and an individual to be selected by the Executive, or if such two individuals cannot agree on the selection of the arbitrator, who shall be selected by the American Arbitration Association, and judgment upon the award rendered may be entered in any court having jurisdiction thereon.

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17.    Attorney’s Fees. The Company shall, from time to time, pay or reimburse the Executive, on an after-tax basis, for all reasonable legal fees and expenses (including court costs) incurred by him because of any claim by him (or on his or her behalf) to enforce the terms of this Agreement or collect any payments or benefits due to the Executive hereunder. Payments with respect to such legal fees and expenses shall be made in advance of any final disposition and within ten (10) business days after the Executive submits documentation of such fees to the Company in accordance with Electriq’s business expense reimbursement policies and procedures.

18.    Non-assignability; Binding Agreement.

(a)    By the Executive. This Agreement and all rights, duties, obligations, or interests hereunder shall not be assignable or delegable by the Executive.

(b)    By Electriq. This Agreement and all of Electriq’s and the Company’s rights and obligations hereunder shall not be assignable by Electriq or the Company except as incident to a reorganization, merger or consolidation, or transfer of all or substantially all of Electriq’s or the Company’s assets; provided that Electriq may assign this Agreement in good faith to the Company at any time, in which case references to Electriq shall be deemed to relate to the Company as the context requires . If Electriq or the Company shall be merged or consolidated with another entity, the provisions of this Agreement shall be binding upon and inure to the benefit of the entity surviving such merger or resulting from such consolidation. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Electriq or the Company, by agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner that Electriq or the Company would be required to perform it if no such succession had taken place. The provisions of this paragraph shall continue to apply to each subsequent employer of the Executive hereunder in the event of any subsequent merger, consolidation, transfer of assets of such subsequent employer or otherwise.

(c)    Binding Effect. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto, any successors to or assigns of Electriq and the Company, and the Executive’s heirs and the personal representatives of the Executive’s estate.

19.    Withholding. Any payments made or benefits provided to the Executive under this Agreement shall be reduced by any applicable withholding taxes or other amounts required to be withheld by law or contract.

20.    Amendment; Waiver. This Agreement may not be modified, amended, or waived in any manner, except by an instrument in writing signed by both parties

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hereto. The waiver by either party of compliance with any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.

21.    Governing Law. All matters affecting this Agreement, including the validity thereof, are to be subject to, and interpreted and construed in accordance with, the laws of the State of Florida applicable to contracts executed in and to be performed in that State.

22.    Survival of Certain Provisions. The rights and obligations set forth in this Agreement that, by their terms, extend beyond the Term shall survive the Term.

23.    Entire Agreement; Supersedes Previous Agreements. This Agreement and any outstanding equity award agreements entered into prior to the Effective Time contain the entire agreement and understanding of the parties hereto with respect to the matters covered herein and supersede all prior or contemporaneous negotiations, commitments, agreements and writings with respect to the subject matter hereof, all such other negotiations, commitments, agreements and writings shall have no further force or effect, and the parties to any such other negotiation, commitment, agreement or writing shall have no further rights or obligations thereunder.

24.    Counterparts. This Agreement may be executed by either of the parties hereto in counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

25.    Headings. The headings of sections herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.

26.    Notices. All notices or communications hereunder shall be in writing, addressed as follows:

To Electriq or the Company:

Electriq Power, Inc.

625 N. Flagler Drive

West Palm Beach, Florida 33401

Attention: Legal Department

Email: [***]

Phone Number: [***]

To the Executive:

Frank Magnotti

[***]

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All such notices shall be conclusively deemed to be received and shall be effective (i) if sent by hand delivery, upon receipt, or (ii) if sent by electronic mail or facsimile, upon receipt by the sender of confirmation of such transmission; provided, however, that any electronic mail or facsimile will be deemed received and effective only if followed, within forty-eight (48) hours, by a hard copy sent by certified United States mail.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, Electriq has caused this Agreement to be signed by its officer pursuant to the authority of its Board, and the Executive has executed this Agreement, as of the day and year first written above.

ELECTRIQ POWER HOLDINGS, INC.
By:	/s/ Mike Lawrie
	Name: Mike Lawrie
	Title: Chairman of the Board
EXECUTIVE
By:	/s/ Frank Magnotti
	Name: Frank Magnotti
	Title: Chief Executive Officer

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EX-10.19

Exhibit 10.19

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of August 22, 2023, is by and between Electriq Power Holdings, Inc., a Delaware corporation (to be renamed “ELIQ” in connection with the Merger (as defined below), “Electriq”), and Petrina Thomson (the “Executive”).

WHEREAS, prior to the date hereof, TLG Acquisition One Corp., a Delaware corporation (to be renamed “Electriq Power Holdings, Inc.” in connection with the Merger (as defined below), the “Company”), has entered into a Merger Agreement (the “Merger Agreement”) with Electriq and Eagle Merger Corp., a Delaware corporation (“Merger Sub”), pursuant to which at the Effective Time (as defined in the Merger Agreement), Merger Sub will merge with and into Electriq (the “Merger”), with Electriq surviving the Merger as a wholly owned subsidiary of the Company;

WHEREAS the Executive currently provides services to Electriq as its Chief Financial Officer.

WHEREAS Electriq desires to continue the employment of the Executive and the Executive desires to continue to provide services to Electriq and provide services to the Company pursuant to the terms and conditions of this Agreement effective as of the Effective Time; and

WHEREAS Electriq and the Executive understand and agree that this Agreement shall, for all purposes, be null and void and of no further effect if the Merger Agreement is terminated prior to the closing of the transactions contemplated therein.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1.Employment and Duties.

(a)General. Subject to the terms and conditions hereof, the Executive shall serve as Chief Financial Officer of Electriq and shall have responsibilities and duties consistent with the Executive’s position and such other responsibilities and duties as may from time to time be prescribed by the Board of Directors of the Company (the “Board”); provided that such responsibilities and duties are consistent with the Executive’s position or other positions that he or she may hold from time to time. The Executive’s principal place of employment shall be the principal office of Electriq, currently located in West Palm Beach, Florida, subject to (i) remote working on a reasonable basis; (ii) periodic travel to Electriq’s other locations, and (iii) such other reasonable travel as the performance of the Executive’s duties and the business of Electriq may require.

(b)Exclusive Services. For so long as the Executive is employed by any of the Company, Electriq and their subsidiaries (collectively, the “Company Group”), the Executive shall devote the Executive’s full business working time to the Executive’s duties hereunder, shall faithfully serve the Company Group, shall conform to and comply with the lawful and good faith directions and instructions given to the Executive by the

Chief Executive Officer, and shall use the Executive’s best efforts to serve the interests of the Company Group. Further, the Executive shall not, directly, or indirectly, render material services to any other person or organization without the consent of the Company Group pursuant to authority granted by the Board, the Chief Executive Officer of Electriq or other authorized executives or otherwise engage in activities that would interfere significantly with the faithful performance of the Executive’s duties hereunder. Notwithstanding the foregoing, the Executive may (i) serve on corporate, civic or charitable boards provided that, on and after the Effective Time, the Executive provides the Board, in writing, with a list of such boards and receives the consent of the Board to serve on such boards, and (ii) manage personal investments and (ii) engage in charitable activities; provided, further, that such activity does not contravene the first sentence of this Section 1(b) in any material manner.

2.Term.

(a)The Executive’s employment under this Agreement shall commence as of the Effective Time and shall, subject to earlier termination of the Executive’s employment under this Agreement, continue until the third (3rd) anniversary of the Effective Time (the “Initial Term”). Unless a Non-Renewal Notice (as defined below) is given or the Executive’s employment is earlier terminated in accordance with the terms of this Agreement, the period of the Executive’s employment shall, as of and following the expiration of the Initial Term, be automatically extended for additional twelve (12)-month periods (individually, and collectively, the “Renewal Term”). The period from the Effective Time until the termination of the Executive’s employment under this Agreement, including the Initial Term, and, if applicable, the CIC Term (as defined below), and any Renewal Term or Post-CIC Renewal Term (as defined below), is referred to as the “Term.”

(b)Notwithstanding the foregoing, if a Change in Control (as defined in Section 5 below) occurs prior to the termination of the Executive’s employment under this Agreement (including after providing a Non-Renewal Notice, which shall be deemed revoked and superseded by reason of the occurrence of the Change in Control), the Term shall not end prior to the later of the first (1st) anniversary of the consummation of the Change in Control or the end of the Initial Term, unless the Executive experiences a termination of employment under this Agreement (the “CIC Term”). Unless a Non- Renewal Notice is given as herein provided or Executive’s employment is earlier terminated in accordance with the terms of this Agreement, the period of Executive’s employment shall, as of and following the expiration of the CIC Term, be automatically extended for additional twelve (12)-month periods (individually, and collectively, the “Post-CIC Renewal Term”).

(c)Electriq or the Executive may elect to terminate the automatic extension of the Term by giving written notice of such election not less than (i) one hundred eighty (180) days prior to the end of the Initial Term or any Renewal Term, as applicable, or (ii) ninety (90) days prior to the end of the CIC Term or any Post-CIC Renewal Term, as applicable (the “Non-Renewal Notice”).

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3.Compensation and Other Benefits. Subject to the provisions of this Agreement, the Company Group shall pay and provide the following compensation and other benefits to the Executive during the Term as compensation for services rendered hereunder:

(a)Base Salary. The Company Group shall pay to the Executive an annual salary at the rate of $319,000 (the “Base Salary”), payable in substantially equal installments at such intervals as may be determined by the Company Group in accordance with its ordinary payroll practices as established from time to time. During the Term, the Compensation Committee of the Board shall review the Executive’s Base Salary, not less often than annually, and may increase (but not decrease) the Executive’s Base Salary in its sole discretion.

(b)Bonus. The Executive shall be entitled to participate each year of this Agreement in the Company Group’s annual incentive bonus plan for senior executives in accordance with its terms as may be in effect and subject to such other terms as the Board may approve. The target amount of the Executive’s annual incentive bonus shall be equal to 50% of the Executive’s base salary for the annual period to which such bonus relates. During the Term, the Compensation Committee of the Board shall review the Executive’s annual incentive bonus, not less often than annually, and may increase (but not decrease) the target amount of the Executive’s annual incentive bonus in its sole discretion.

(c)Long-Term Incentive Plan. The Executive shall be entitled to participate each year of this Agreement in the 2022 Equity Incentive Plan, or other long- term incentive plan of the Company that may be in effect, in accordance with its terms and subject to such other terms as the Board, in its sole discretion, may approve.

As soon as practicable after the date hereof, the Executive shall be granted an initial award equal to 159,930 restricted shares of the Company. The restricted stock vests equally over a 3-year period.

In addition, the Executive shall be granted a one-time “Top-Up” award under the 2022 Equity Incentive Plan, such that after the issuance of such Top-Up award, the Executive shall hold approximately the same ownership in the Company on a fully diluted basis as of the grant date as the Executive holds as of the date hereof. The Top-Up grant is 38,093 restricted shares of the Company. The restricted stock vests equally over a 3- year period.

(d)Retention Bonus. Subject to the terms and conditions of this Agreement, the Executive is eligible to earn a retention bonus in the gross amount of $159,500 (the “Retention Bonus”) in the event the Executive remains employed hereunder on the six (6)-month anniversary of the date on which the Effective Time occurs (the “Retention Date”) and has not given notice of the Executive’s intent to resign as of or prior to such date. The Retention Bonus shall be payable in a lump sum within ten (10) days following the Retention Date.

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(e)Benefit Plans. The Executive shall be entitled to participate in all employee benefit plans or programs of the Company Group as are available to other similarly situated executives of Electriq, in accordance with the terms of the plans, as may be amended from time to time.

(f)Expenses. The Company Group shall reimburse the Executive for reasonable travel and other business-related expenses incurred by the Executive in the fulfillment of the Executive’s duties hereunder, upon presentation of written documentation thereof, in accordance with the business expense reimbursement policies and procedures of the Company Group as in effect from time to time. Payments with respect to reimbursements of expenses shall be made consistent with the Company Group’s reimbursement policies and procedures and in no event later than the last day of the calendar year following the calendar year in which the relevant expense is incurred.

(g)Vacation. The Executive shall be entitled to vacation time consistent with the applicable policies of the Company Group for other similarly situated executives of the Company Group as in effect from time to time.

4.Termination of Employment. Subject to this Section 4, Electriq shall have the right to terminate the Executive’s employment at any time, with or without Cause (as defined in Section 5 below), and the Executive shall have the right to terminate the Executive’s employment at any time, with or without Good Reason (as defined in Section 5 below).

(a)Termination due to Death or Disability. The Executive’s employment under this Agreement will terminate upon the Executive’s death, and the Executive’s employment may be terminated by Electriq upon the Executive’s Disability (as defined in Section 5 below), upon giving not less than thirty (30) days’ written notice to the Executive. In the event of the Executive’s death or Disability, the Company Group shall pay to the Executive (or the Executive’s estate, as applicable) the Executive’s accrued salary through and including the date of termination and any bonus earned, but unpaid, for the year prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation andBenefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estate, as applicable, shall be entitled to receive the following payments from the Company Group: (i) a pro rata bonus equal to (x) the annual bonus the Executive would have earned for the fiscal year in which such Separation from Service occurs based on performance as determined by the Board, multiplied by (y) a fraction, the numerator of which is the number of days worked during the fiscal year in which the death or Disability occurs and the denominator of which is 365, payable in a single lump sum upon certification to the Board of performance for such fiscal year; (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from

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Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Service; and (iii) with respect to any outstanding equity awards or other long-term incentive awards, the then-unvested shares of Restricted Stock will immediately vest in full.

(b)Termination for Cause; Resignation without Good Reason. If, prior to the expiration of the Term, the Executive incurs a “Separation from Service” within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), by reason of Electriq’s termination of the Executive’s employment for Cause or if the Executive resigns from the Executive’s employment hereunder other than for Good Reason, the Executive shall only be entitled to receive payment from the Company Group of the Executive’s Other Accrued Compensation and Benefits, excluding the Prior Year Earned Bonus in the event such Separation from Service occurs by reason of Electriq’s termination of the Executive for Cause, payable in accordance with Company Group policies and practices and in no event later than thirty (30) days after the Executive’s Separation from Service. The Executive shall have no further right to receive any other compensation or benefits after such termination or resignation of employment.

(c)Termination without Cause; Resignation for Good Reason Prior to a Change in Control. If, prior to the expiration of the Term, the Executive incurs a Separation from Service by reason of Electriq’s termination of the Executive’s employment without Cause or by the Executive’s resignation from the Executive’s employment for Good Reason, in either case prior to a Change in Control, the Executive shall receive from the Company Group the Other Accrued Compensation and Benefits and, subject to Section 4(e), shall be entitled to receive from the Company Group: (i) a severance amount equal to one (1) times the sum of (x) the Executive’s then-current Base Salary plus (y) the average amount of the annual bonus paid to the Executive for each of the two (2) fiscal years immediately prior to the fiscal year in which the Separation from Service occurs, payable in substantially equal monthly installments over a period of twelve (12) months beginning sixty (60) days following the Executive’s Separation from Service (the “Severance Period”); (ii) with respect to the Top Up grant of restricted shares, any then unvested shares will immediately vest in full but only if Termination by the Company without Cause and (iii) with respect to any outstanding equity awards or other long-term incentive awards, such awards will be treated in accordance with the terms of the applicable plans and award agreements; provided, however, that if a “change in the effective control of a corporation,” as such term is defined in Treasury Regulation §1.409A-3(i)(5), occurs with respect to the Company following the Executive’s Separation from Service, any unpaid amounts described in clause (i) above shall be paid in a single lump sum within sixty (60) days following the consummation of such change in the effective control. In addition, the Executive shall be entitled to receive from the Company Group an additional severance amount equal to

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the Retention Bonus that the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), which shall be payable in a single lump within sixty (60) days following such Separation from Service. If, during the Severance Period, the Executive materially breaches any of the Executive’s then applicable obligations under this Agreement (including, but not limited to, Sections 7 through 11) or such other agreement between the Company Group and the Executive, the Company Group may, upon written notice from the Company to the Executive, terminate the Severance Period and cease to make any further payments of any unpaid severance amounts under this Section 4(c).

(d)Termination without Cause or Resignation for Good ReasonOccurring on or Following a Change in Control. If, prior to the expiration of the CIC Term, the Executive incurs a Separation from Service on or following the consummation of a Change in Control by reason of either (i) Electriq’s termination of the Executive’s employment without Cause, or (ii) the Executive’s resignation from the Executive’s employment for Good Reason, then the Executive shall receive from the Company Group the Other Accrued Compensation and Benefits and, subject to Section 4(e), shall be entitled to: (i) an amount equal to one (1) times the sum of (x) the Executive’s then- current Base Salary plus (y) the average amount of the annual bonus paid to the Executive for each of the two (2) fiscal years immediately prior to the fiscal year in which the Separation from Service occurs, payable in a single lump sum within sixty (60) days following the Executive’s Separation from Service; and (ii) with respect to any outstanding equity awards or other long-term incentive awards, such awards will be treated in accordance with the terms of the applicable plans and award agreements. In addition, the Executive shall be entitled to receive from the Company Group an additional payment equal to the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), which shall be payable in a single lump within sixty (60) days following such Separation from Service.

(e)Execution and Delivery of Release. The Company Group shall not be required to make the payments and provide the benefits provided for under Section 4(c) or 4(d) unless, within sixty (60) days following the Executive’s Separation from Service, the Executive executes and delivers to the Company a general waiver and release of claims containing customary terms and the release has become effective and irrevocable in its entirety. The Executive’s failure or refusal to sign the release (or the Executive’s revocation of such release in accordance with applicable laws) shall result in the forfeiture of the payments and benefits under Sections 4(c) and 4(d) (excluding any payments or benefits consisting of Other Accrued Compensation and Benefits).

(f)Notice of Termination. Any termination of employment by Electriq or the Executive shall be communicated by a written “Notice of Termination” to the other party hereto given in accordance with Section 26 of this Agreement, except that Electriq may waive the requirement for such Notice of Termination by the Executive. In the event of a resignation by the Executive without Good Reason, the Notice of Termination shall

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specify the date of termination, which date shall not be less than thirty (30) days after the giving of such notice, unless Electriq agrees to waive any notice period by the Executive.

(g)Resignation from Directorships and Officerships. The termination of the Executive’s employment for any reason shall constitute the Executive’s resignation from (i) any director, officer, or employee position the Executive has with the Company Group and (ii) all fiduciary positions (including as a trustee) the Executive may hold with respect to any employee benefit plans or trusts established by the Company Group. The Executive agrees that this Agreement shall serve as written notice of resignation in this circumstance.

5.Definitions.

(a)Cause. For purposes of this Agreement, “Cause” shall have the meaning set forth in the 2022 Equity Incentive Plan.

(b)Change in Control. For purposes of this Agreement, “Change inControl” shall have the meaning set forth in the 2022 Equity Incentive Plan.

(c)Disability. For purposes of this Agreement, “Disability” shall have the meaning set forth in the 2022 Equity Incentive Plan.

(d)Good Reason. For purposes of this Agreement, “Good Reason” shall mean termination of employment by the Executive because of the occurrence of any of the following events without the Executive’s written consent:

(i)a material reduction of the Base Salary or target annual bonus opportunity that is or may be payable to the Executive pursuant to this Agreement.

(ii)a material adverse change in the Executive’s duties or responsibilities.

(iii)a material change to the location(s) of the Executive’s principal places of employment without the Executive’s consent.

(iv)a failure by the Company to obtain agreement by a successor to assume this Agreement in accordance with Section 18(b); or

(v)Electriq’s or the Company’s material breach of this Agreement; provided, however, that no event or condition described in clause (i), (ii) or (v) shall constitute Good Reason unless (x) the Executive gives the Company written notice of the Executive’s intention to terminate the Executive’s employment for Good Reason and the grounds for such termination within sixty (60) days of the Executive first becoming aware of the event giving rise to such Good Reason, (y) such grounds for termination are not corrected by the Company Group within thirty (30) days of its receipt of such notice, and (z) the Executive terminates the Executive’s employment within sixty (60) days after the end of the correction period described above in clause (y).

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(e)2022 Equity Incentive Plan. For purposes of this Agreement, “2022Equity Incentive Plan” shall mean the Company’s 2022 Equity Incentive Plan or the successor plan pursuant to which the Executive was, prior to the relevant transaction, most recently granted long-term incentive awards.

6.Limitations on Severance Payment and Other Payments or Benefits.

(a)Payments. Notwithstanding any provision of this Agreement, if any portion of the severance payments or any other payment under this Agreement, or under any other agreement with the Executive or plan or arrangement of the Company Group (in the aggregate, “Total Payments”), would constitute an “excess parachute payment” and would, but for this Section 6, result in the imposition on the Executive of an excise tax under Section 4999 of the Code, then the Total Payments to be made to the Executive shall either be (i) delivered in full or (ii) delivered in the greatest amount such that no portion of such Total Payment would be subject to the excise tax, whichever of the foregoing results in the receipt by the Executive of the greatest benefit on an after-tax basis (taking into account the Executive’s actual marginal rate of federal, state and local income taxation and the excise tax).

(b)Determinations. Within thirty (30) days following the Executive’s termination of employment or notice by one party to the other of its belief that there is a payment or benefit due the Executive that will result in an excess parachute payment, the Company, at the Company Group’s expense, shall select a nationally recognized certified public accounting firm (which may be the Company’s independent auditors) (“Accounting Firm”) reasonably acceptable to the Executive to determine (i) the Base Amount (as defined below), (ii) the amount and present value of the Total Payments, (iii) the amount and present value of any excess parachute payments determined without regard to any reduction of Total Payments pursuant to Section 6(a), and (iv) the net after-tax proceeds to the Executive, taking into account the tax imposed under Section 4999 of the Code if (x) the Total Payments were reduced in accordance with Section 6(a) or (y) the Total Payments were not so reduced. If the Accounting Firm determines that Section 6(a)(ii) above applies, then the severance payments hereunder or any other payment or benefit determined by such Accounting Firm to be includable in Total Payments shall be reduced or eliminated so that there will be no excess parachute payment. In such event, payments or benefits included in the Total Payments shall be reduced or eliminated by applying the following principles, in order: (1) the payment or benefit with the later possible payment date shall be reduced or eliminated before a payment or benefit with an earlier payment date; and (2) cash payments shall be reduced prior to non-cash benefits; provided that if the foregoing order of reduction or elimination would violate Section 409A of the Code, then the reduction shall be made pro rata among the payments or benefits included in the Total Payments (on the basis of the relative present value of the parachute payments).

(c)Definitions and Assumptions. For purposes of this Agreement: (i) the terms “excess parachute payment” and “parachute payments” shall have the meanings assigned to them in Section 280G of the Code and such “parachute

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payments” shall be valued as provided therein; (ii) present value shall be calculated in accordance with Section 280G(d)(4) of the Code; (iii) the term “Base Amount” means an amount equal to the Executive’s “annualized includible compensation for the base period” as described in Section 280G(d)(1) of the Code; (iv) for purposes of the determination by the Accounting Firm, the value of any non-cash benefits or any deferred payment or benefit shall be determined in accordance with the principles of Sections 280G(d)(3) and (4) of the Code; and (v) the Executive shall be deemed to pay federal income tax and employment taxes at his or her actual marginal rate of federal income and employment taxation, and state and local income taxes at his or her actual marginal rate of taxation in the state or locality of the Executive’s domicile (determined in both cases in the calendar year in which the termination of employment or notice described in Section 6(b) above is given, whichever is earlier), net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes. The covenants set forth in Sections 7 through 11 of this Agreement have substantial value to the Company Group and a portion of any Total Payments made to the Executive are in consideration of such covenants. For purposes of calculating the “excess parachute payment” and the “parachute payments,” the parties intend that an amount equal to not less than the Executive’s highest annual base salary during the twelve (12)-month period immediately prior to his or her termination of employment shall be in consideration of the covenants in Sections 7 through 11 below. The Accounting Firm shall consider all relevant factors in appraising the fair value of such covenants and in determining the amount of the Total Payments that shall not be a “parachute payment” or “excess parachute payment.” The determination of the Accounting Firm shall be addressed to the Company and the Executive, and such determination shall be binding upon the Company Group and the Executive.

(d)Amendment. This Section 6 shall be amended to comply with any amendment or successor provision to Sections 280G or 4999 of the Code.

7.Confidentiality.

(a)Confidential Information.

(i)The Executive agrees that during his or her employment hereunder and for all periods thereafter following his or her Separation from Service, he or she will not at any time, except with the prior written consent of the Company or as required by law, directly or indirectly, reveal to any person, entity or other organization (other than any member of the Company Group or its respective employees, officers, directors, shareholders or agents) or use for the Executive’s own benefit any information deemed to be confidential by any member of the Company Group (“ConfidentialInformation”) relating to the assets, liabilities, employees, goodwill, business or affairs of any member of the Company Group, including, without limitation, any information concerning customers, business plans, marketing data or other confidential information known to the Executive by reason of the Executive’s employment by, shareholdings in or other association with any member of the Company Group; provided that such Confidential Information does not include any information which (x) is available to the

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general public or is generally available within the relevant business or industry other than as a result of the Executive’s action or (y) is or becomes available to the Executive after his or her Separation from Service on a non-confidential basis from a third-party source; provided, further, that such third-party source is not bound by a confidentiality agreement or any other obligation of confidentiality. Confidential Information may be in any medium or form, including, without limitation, physical documents, computer files or disks, videotapes, audiotapes, and oral communications.

(ii)If the Executive becomes legally compelled to disclose any Confidential Information, the Executive shall provide the Company with prompt written notice so that the Company may seek a protective order or other appropriate remedy. If such protective order or other remedy is not obtained, the Executive shall furnish only that portion of such Confidential Information or take only such action as is legally required by binding order and shall exercise his or her reasonable efforts to obtain reliable assurance that confidential treatment shall be accorded any such Confidential Information. The Company Group shall promptly pay (upon receipt of invoices and any other documentation as may be requested by the Company) all reasonable expenses and fees incurred by the Executive, including attorneys’ fees, in connection with his or her compliance with the immediately preceding sentence.

(iii)The Executive understands and acknowledges that the Executive has the right under U.S. federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission and/or its Office of the Whistleblower, as well as certain other governmental entities. No provisions in this Agreement are intended to prohibit the Executive from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity, and the Executive may do so without disclosure to the Company Group. The Company Group may not retaliate against the Executive for any of these activities. Further, nothing in this Agreement precludes the Executive from filing a charge of discrimination with the Equal Employment Opportunity Commission or a like charge or complaint with a state or local fair employment practice agency.

(iv)The Executive acknowledges that, pursuant to the Defend Trade Secrets Act of 2016, an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal, or (iii) made to his or her attorney or used in a court proceeding in an anti- retaliation lawsuit based on the reporting of a suspected violation of law, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.

(b)Exclusive Property. The Executive confirms that all Confidential Information is and shall remain the exclusive property of the Company Group. All business records, papers and documents kept or made by the Executive relating to the

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business of the Company Group shall be and remain the property of the Company Group. Upon the request and at the expense of the Company Group, the Executive shall promptly make all disclosures, execute all instruments and papers, and perform all acts reasonably necessary to vest and confirm in the Company Group, fully and completely, all rights created or contemplated by this Section 7.

8.Noncompetition. The Executive agrees that during his or her employment with the Company Group and for a period commencing on the Executive’s Separation from Service and ending nine (9) months thereafter (the “Restricted Period”), the Executive shall not, without the prior written consent of the Company, directly or indirectly, and whether as principal or investor or as an employee, officer, director, manager, partner, consultant, agent or otherwise, alone or in association with any other person, firm, corporation or other business organization, carry on a business competitive with the Company Group in any geographic area in which the Company Group has engaged in business, or is reasonably expected to engage in business during such Restricted Period (including, without limitation, any area in which any customer of the Company Group may be located); provided, however, that nothing herein shall limit the Executive’s right to own not more than one percent (1%) of any of the debt or equity securities of any business organization.

9.Non-Solicitation. The Executive agrees that, during his or her employment and for the Restricted Period, the Executive shall not, directly or indirectly, other than in connection with the proper performance of his or her duties in his or her capacity as an executive with respect to Electriq and, as applicable, the Company, (a) interfere with or attempt to interfere with any relationship between the Company Group and any of its employees, consultants, independent contractors, agents or representatives, (b) employ, hire or otherwise engage, or attempt to employ, hire or otherwise engage, any current or former employee, consultant, independent contractor, agent or representative of the Company Group in a business competitive with the Company Group, (c) solicit the business or accounts of the Company Group, or (d) divert or attempt to direct from the Company Group any business or interfere with any relationship between the Company Group and any of its clients, suppliers, customers or other business relations. As used herein, the term “indirectly” shall include, without limitation, the Executive’s permitting the use of the Executive’s name by any competitor of any member of the Company Group to induce or interfere with any employee or business relationship of any member of the Company Group.

10.Non-Disparagement. During and after the Term, the Executive agrees not to make any disparaging statements concerning the Company, Electriq or any of their subsidiaries, affiliates or current or former officers, directors, shareholders, employees or agents (collectively, the “Company Parties”); provided, however, that nothing herein shall prohibit the Executive from giving truthful testimony or evidence to a governmental entity if properly subpoenaed or otherwise required to do so under applicable law and nothing herein shall prohibit the Executive from making truthful statements in good faith during the Term as reasonably necessary to properly perform his or her duties, responsibilities, and authorities hereunder.

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11.Litigation and Regulatory Cooperation. During and after the Term, the Executive shall cooperate fully with the Company Group (including their outside counsel) in connection with the contemplation, prosecution, and defense of all phases of existing, past, and future claims or actions which relate to events or occurrences that transpired while the Executive was employed by the Company Group. The Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company Group at mutually convenient times. During and after the Term, the Executive also shall cooperate fully with the Company Group in connection with any investigation or review of any federal, state, or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company Group. The Company Group shall reimburse the Executive for any pre-approved reasonable business travel expenses that are incurred in connection with the Executive’s performance of obligations pursuant to this Section 11 after receipt of appropriate documentation consistent with the Company Group’s business expense reimbursement policy.

12.Full Settlement. The Company Group’s obligation to pay the Executive the amounts required by this Agreement shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any offset, counterclaim, recoupment, defense, or other right which the Company Group may have against the Executive or anyone else. All payments and benefits to which the Executive is entitled under this Agreement shall be made and provided without offset, deduction or mitigation on account of income that the Executive may receive from employment from the Company Group or otherwise. This Section 12 shall not be interpreted to otherwise limit the remedies available to the Company Group, whether at law or in equity, in the event the Executive breaches any provision of this Agreement.

13.Certain Remedies.

(a)Injunctive Relief. Without intending to limit the remedies available to the Company Group, the Executive agrees that a breach of any of the covenants contained in Sections 7 through 11 of this Agreement may result in material and irreparable injury to the Company Group for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof, any member of the Company Group shall be entitled to seek a temporary restraining order or a preliminary or permanent injunction, or both, without bond or other security, restraining the Executive from engaging in activities prohibited by the covenants contained in Sections 7 through 11 of this Agreement or such other relief as may be required specifically to enforce any of the covenants contained in this Agreement. Such injunctive relief in any court shall be available to the Company Group in lieu of, or prior to or pending determination in, any arbitration proceeding.

(b)Extension of Restricted Period. In addition to the remedies the Company Group may seek and obtain pursuant to this Section 13, the Restricted Period

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shall be extended by all periods during which the Executive shall be found by a court or arbitrator possessing personal jurisdiction over the Executive to have been in violation of the covenants contained in Sections 8 and 9 of this Agreement.

14.Section 409A of the Code.

(a)General. This Agreement is intended to be exempt from or in compliance with the requirements of Section 409A of the Code and shall be interpreted and construed consistent with that intent.

(b)Deferred Compensation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code, the payment shall be paid (or provided) in accordance with the following:

(i)If the Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Executive’s “Separation from Service” within the meaning of Section 409A(a)(2)(A)(i) of the Code, then no such payment shall be made or commence during the period beginning on the date of the Executive’s Separation from Service and ending on the date that is six (6) months following the Executive’s Separation from Service or, if earlier, on the date of the Executive’s death. The amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first (1st) business day following the end of the period (“Delayed Payment Date”).

(ii)Payments with respect to reimbursements of expenses shall be made in accordance with Company Group policy and in no event later than the last day of the calendar year following the calendar year in which the relevant expense is incurred. The amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year.

15.Source of Payments. All payments provided under this Agreement, other than payments made pursuant to a plan which provides otherwise, shall be paid in cash from the general funds of the Company Group, and no special or separate fund shall be established, and no other segregation of assets shall be made, to assure payment. The Executive shall have no right, title, or interest whatsoever in or to any investments which the Company Group may make to aid the Company Group in meeting its obligations hereunder. To the extent that any person acquires a right to receive payments from the Company Group hereunder, such right shall be no greater than the right of an unsecured creditor of Electriq.

16.Arbitration. Any dispute or controversy arising under or in connection with this Agreement or otherwise in connection with the Executive’s employment by the Company Group that cannot be mutually resolved by the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration in [San Leandro, California], in accordance with the commercial rules of the American

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Arbitration Association before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by an individual to be designated by the Company and an individual to be selected by the Executive, or if such two individuals cannot agree on the selection of the arbitrator, who shall be selected by the American Arbitration Association, and judgment upon the award rendered may be entered in any court having jurisdiction thereon.

17.Attorney’s Fees. The Company shall, from time to time, pay or reimburse the Executive, on an after-tax basis, for all reasonable legal fees and expenses (including court costs) incurred by him because of any claim by him (or on his or her behalf) to enforce the terms of this Agreement or collect any payments or benefits due to the Executive hereunder. Payments with respect to such legal fees and expenses shall be made in advance of any final disposition and within ten (10) business days after the Executive submits documentation of such fees to the Company in accordance with Electriq’s business expense reimbursement policies and procedures.

18.Non-assignability; Binding Agreement.

(a)By the Executive. This Agreement and all rights, duties, obligations, or interests hereunder shall not be assignable or delegable by the Executive.

(b)By Electriq. This Agreement and all of Electriq’s and the Company’s rights and obligations hereunder shall not be assignable by Electriq or the Company except as incident to a reorganization, merger or consolidation, or transfer of all or substantially all of Electriq’s or the Company’s assets; provided that Electriq may assign this Agreement in good faith to the Company at any time, in which case references to Electriq shall be deemed to relate to the Company as the context requires . If Electriq or the Company shall be merged or consolidated with another entity, the provisions of this Agreement shall be binding upon and inure to the benefit of the entity surviving such merger or resulting from such consolidation. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Electriq or the Company, by agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner that Electriq or the Company would be required to perform it if no such succession had taken place. The provisions of this paragraph shall continue to apply to each subsequent employer of the Executive hereunder in the event of any subsequent merger, consolidation, transfer of assets of such subsequent employer or otherwise.

(c)Binding Effect. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto, any successors to or assigns of Electriq and the Company, and the Executive’s heirs and the personal representatives of the Executive’s estate.

19.Withholding. Any payments made or benefits provided to the Executive under this Agreement shall be reduced by any applicable withholding taxes or other amounts required to be withheld by law or contract.

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20.Amendment; Waiver. This Agreement may not be modified, amended, or waived in any manner, except by an instrument in writing signed by both parties hereto. The waiver by either party of compliance with any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.

21.Governing Law. All matters affecting this Agreement, including the validity thereof, are to be subject to, and interpreted and construed in accordance with, the laws of the State of Florida applicable to contracts executed in and to be performed in that State.

22.Survival of Certain Provisions. The rights and obligations set forth in this Agreement that, by their terms, extend beyond the Term shall survive the Term.

23.Entire Agreement; Supersedes Previous Agreements. This Agreement and any outstanding equity award agreements entered into prior to the Effective Time contain the entire agreement and understanding of the parties hereto with respect to the matters covered herein and supersede all prior or contemporaneous negotiations, commitments, agreements and writings with respect to the subject matter hereof, all such other negotiations, commitments, agreements and writings shall have no further force or effect, and the parties to any such other negotiation, commitment, agreement or writing shall have no further rights or obligations thereunder.

24.Counterparts. This Agreement may be executed by either of the parties hereto in counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

25.Headings. The headings of sections herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.

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26.Notices. All notices or communications hereunder shall be in writing, addressed as follows:

To Electriq or the Company:

Electriq Power, Inc.

625 N. Flagler Drive

West Palm Beach, Florida 33401

Attention: Legal Department

Email: [***]

Phone Number: [***]

To the Executive:

Petrina Thomson

[***]

All such notices shall be conclusively deemed to be received and shall be effective (i) if sent by hand delivery, upon receipt, or (ii) if sent by electronic mail or facsimile, upon receipt by the sender of confirmation of such transmission; provided, however, that any electronic mail or facsimile will be deemed received and effective only if followed, within forty-eight (48) hours, by a hard copy sent by certified United States mail.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, Electriq has caused this Agreement to be signed by its officer pursuant to the authority of its Board, and the Executive has executed this Agreement, as of the day and year first written above.

ELECTRIQ POWER HOLDINGS, INC.
By:	/s/ Frank Magnotti
	Name: Frank Magnotti
	Title: Chief Executive Officer
EXECUTIVE
By:	/s/ Petrina Thomson
	Name: Petrina Thomson
	Title: Chief Financial Officer

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EX-10.20

Exhibit 10.20

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of August 22, 2023, is by and between Electriq Power Holdings, Inc., a Delaware corporation (to be renamed “ELIQ” in connection with the Merger (as defined below), “Electriq”), and James Van Hoof (the “Executive”).

WHEREAS, prior to the date hereof, TLG Acquisition One Corp., a Delaware corporation (to be renamed “Electriq Power Holdings, Inc.” in connection with the Merger (as defined below), the “Company”), has entered into a Merger Agreement (the “Merger Agreement”) with Electriq and Eagle Merger Corp., a Delaware corporation (“Merger Sub”), pursuant to which at the Effective Time (as defined in the Merger Agreement), Merger Sub will merge with and into Electriq (the “Merger”), with Electriq surviving the Merger as a wholly owned subsidiary of the Company;

WHEREAS the Executive currently provides services to Electriq as its Chief Operating Officer & General Counsel.

WHEREAS Electriq desires to continue the employment of the Executive and the Executive desires to continue to provide services to Electriq and provide services to the Company pursuant to the terms and conditions of this Agreement effective as of the Effective Time; and

WHEREAS Electriq and the Executive understand and agree that this Agreement shall, for all purposes, be null and void and of no further effect if the Merger Agreement is terminated prior to the closing of the transactions contemplated therein.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1.Employment and Duties.

(a)General. Subject to the terms and conditions hereof, the Executive shall serve as Chief Operating Officer & General Counsel of Electriq and shall have responsibilities and duties consistent with the Executive’s position and such other responsibilities and duties as may from time to time be prescribed by the Board of Directors of the Company (the “Board”); provided that such responsibilities and duties are consistent with the Executive’s position or other positions that he or she may hold from time to time. The Executive’s principal place of employment shall be the principal office of Electriq, currently located in West Palm Beach, Florida, subject to (i) remote working on a reasonable basis; (ii) periodic travel to Electriq’s other locations, and (iii) such other reasonable travel as the performance of the Executive’s duties and the business of Electriq may require.

(b)Exclusive Services. For so long as the Executive is employed by any of the Company, Electriq and their subsidiaries (collectively, the “Company Group”), the Executive shall devote the Executive’s full business working time to the Executive’s

duties hereunder, shall faithfully serve the Company Group, shall conform to and comply with the lawful and good faith directions and instructions given to the Executive by the Chief Executive Officer, and shall use the Executive’s best efforts to serve the interests of the Company Group. Further, the Executive shall not, directly, or indirectly, render material services to any other person or organization without the consent of the Company Group pursuant to authority granted by the Board, the Chief Executive Officer of Electriq or other authorized executives or otherwise engage in activities that would interfere significantly with the faithful performance of the Executive’s duties hereunder. Notwithstanding the foregoing, the Executive may (i) serve on corporate, civic or charitable boards provided that, on and after the Effective Time, the Executive provides the Board, in writing, with a list of such boards and receives the consent of the Board to serve on such boards, and (ii) manage personal investments and (ii) engage in charitable activities; provided, further, that such activity does not contravene the first sentence of this Section 1(b) in any material manner.

2.Term.

(a)The Executive’s employment under this Agreement shall commence as of the Effective Time and shall, subject to earlier termination of the Executive’s employment under this Agreement, continue until the third (3rd) anniversary of the Effective Time (the “Initial Term”). Unless a Non-Renewal Notice (as defined below) is given or the Executive’s employment is earlier terminated in accordance with the terms of this Agreement, the period of the Executive’s employment shall, as of and following the expiration of the Initial Term, be automatically extended for additional twelve (12)-month periods (individually, and collectively, the “Renewal Term”). The period from the Effective Time until the termination of the Executive’s employment under this Agreement, including the Initial Term, and, if applicable, the CIC Term (as defined below), and any Renewal Term or Post-CIC Renewal Term (as defined below), is referred to as the “Term.”

(b)Notwithstanding the foregoing, if a Change in Control (as defined in Section 5 below) occurs prior to the termination of the Executive’s employment under this Agreement (including after providing a Non-Renewal Notice, which shall be deemed revoked and superseded by reason of the occurrence of the Change in Control), the Term shall not end prior to the later of the first (1st) anniversary of the consummation of the Change in Control or the end of the Initial Term, unless the Executive experiences a termination of employment under this Agreement (the “CIC Term”). Unless a Non- Renewal Notice is given as herein provided or Executive’s employment is earlier terminated in accordance with the terms of this Agreement, the period of Executive’s employment shall, as of and following the expiration of the CIC Term, be automatically extended for additional twelve (12)-month periods (individually, and collectively, the “Post-CIC Renewal Term”).

(c)Electriq or the Executive may elect to terminate the automatic extension of the Term by giving written notice of such election not less than (i) one

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hundred eighty (180) days prior to the end of the Initial Term or any Renewal Term, as applicable, or (ii) ninety (90) days prior to the end of the CIC Term or any Post-CIC Renewal Term, as applicable (the “Non-Renewal Notice”).

3.Compensation and Other Benefits. Subject to the provisions of this Agreement, the Company Group shall pay and provide the following compensation and other benefits to the Executive during the Term as compensation for services rendered hereunder:

(a)Base Salary. The Company Group shall pay to the Executive an annual salary at the rate of $355,000 (the “Base Salary”), payable in substantially equal installments at such intervals as may be determined by the Company Group in accordance with its ordinary payroll practices as established from time to time. During the Term, the Compensation Committee of the Board shall review the Executive’s Base Salary, not less often than annually, and may increase (but not decrease) the Executive’s Base Salary in its sole discretion.

(b)Bonus. The Executive shall be entitled to participate each year of this Agreement in the Company Group’s annual incentive bonus plan for senior executives in accordance with its terms as may be in effect and subject to such other terms as the Board may approve. The target amount of the Executive’s annual incentive bonus shall be equal to 50% of the Executive’s base salary for the annual period to which such bonus relates. During the Term, the Compensation Committee of the Board shall review the Executive’s annual incentive bonus, not less often than annually, and may increase (but not decrease) the target amount of the Executive’s annual incentive bonus in its sole discretion.

(c)Long-Term Incentive Plan. The Executive shall be entitled to participate each year of this Agreement in the 2022 Equity Incentive Plan, or other long- term incentive plan of the Company that may be in effect, in accordance with its terms and subject to such other terms as the Board, in its sole discretion, may approve.

As soon as practicable after the date hereof, the Executive shall be granted an initial award equal to 177,817 restricted shares of the Company. The restricted stock vests equally over a 3-year period.

In addition, the Executive shall be granted a one-time “Top-Up” award under the 2022 Equity Incentive Plan, such that after the issuance of such Top-Up award, the Executive shall hold approximately the same ownership in the Company on a fully diluted basis as of the grant date as the Executive holds as of the date hereof. The Top-Up grant is 76,366 restricted shares of the Company. The restricted stock vests equally over a 3- year period.

(d)Retention Bonus. Subject to the terms and conditions of this Agreement, the Executive is eligible to earn a retention bonus in the gross amount of $177,500 (the “Retention Bonus”) in the event the Executive remains employed

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hereunder on the six (6)-month anniversary of the date on which the Effective Time occurs (the “Retention Date”) and has not given notice of the Executive’s intent to resign as of or prior to such date. The Retention Bonus shall be payable in a lump sum within ten (10) days following the Retention Date.

(e)Benefit Plans. The Executive shall be entitled to participate in all employee benefit plans or programs of the Company Group as are available to other similarly situated executives of Electriq, in accordance with the terms of the plans, as may be amended from time to time.

(f)Expenses. The Company Group shall reimburse the Executive for reasonable travel and other business-related expenses incurred by the Executive in the fulfillment of the Executive’s duties hereunder, upon presentation of written documentation thereof, in accordance with the business expense reimbursement policies and procedures of the Company Group as in effect from time to time. Payments with respect to reimbursements of expenses shall be made consistent with the Company Group’s reimbursement policies and procedures and in no event later than the last day of the calendar year following the calendar year in which the relevant expense is incurred.

(g)Vacation. The Executive shall be entitled to vacation time consistent with the applicable policies of the Company Group for other similarly situated executives of the Company Group as in effect from time to time.

4.Termination of Employment. Subject to this Section 4, Electriq shall have the right to terminate the Executive’s employment at any time, with or without Cause (as defined in Section 5 below), and the Executive shall have the right to terminate the Executive’s employment at any time, with or without Good Reason (as defined in Section 5 below).

(a)Termination due to Death or Disability. The Executive’s employment under this Agreement will terminate upon the Executive’s death, and the Executive’s employment may be terminated by Electriq upon the Executive’s Disability (as defined in Section 5 below), upon giving not less than thirty (30) days’ written notice to the Executive. In the event of the Executive’s death or Disability, the Company Group shall pay to the Executive (or the Executive’s estate, as applicable) the Executive’s accrued salary through and including the date of termination and any bonus earned, but unpaid, for the year prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation andBenefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estate, as applicable, shall be entitled to receive the following payments from the Company Group: (i) a pro rata bonus equal to (x) the annual bonus the Executive would have earned for the fiscal year in which such Separation from Service occurs based on performance as determined by

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the Board, multiplied by (y) a fraction, the numerator of which is the number of days worked during the fiscal year in which the death or Disability occurs and the denominator of which is 365, payable in a single lump sum upon certification to the Board of performance for such fiscal year; (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Service; and (iii) with respect to any outstanding equity awards or other long-term incentive awards, the then-unvested shares of Restricted Stock will immediately vest in full.

(b)Termination for Cause; Resignation without Good Reason. If, prior to the expiration of the Term, the Executive incurs a “Separation from Service” within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), by reason of Electriq’s termination of the Executive’s employment for Cause or if the Executive resigns from the Executive’s employment hereunder other than for Good Reason, the Executive shall only be entitled to receive payment from the Company Group of the Executive’s Other Accrued Compensation and Benefits, excluding the Prior Year Earned Bonus in the event such Separation from Service occurs by reason of Electriq’s termination of the Executive for Cause, payable in accordance with Company Group policies and practices and in no event later than thirty (30) days after the Executive’s Separation from Service. The Executive shall have no further right to receive any other compensation or benefits after such termination or resignation of employment.

(c)Termination without Cause; Resignation for Good Reason Prior to a Change in Control. If, prior to the expiration of the Term, the Executive incurs a Separation from Service by reason of Electriq’s termination of the Executive’s employment without Cause or by the Executive’s resignation from the Executive’s employment for Good Reason, in either case prior to a Change in Control, the Executive shall receive from the Company Group the Other Accrued Compensation and Benefits and, subject to Section 4(e), shall be entitled to receive from the Company Group: (i) a severance amount equal to one (1) times the sum of (x) the Executive’s then-current Base Salary plus (y) the average amount of the annual bonus paid to the Executive for each of the two (2) fiscal years immediately prior to the fiscal year in which the Separation from Service occurs, payable in substantially equal monthly installments over a period of twelve (12) months beginning sixty (60) days following the Executive’s Separation from Service (the “Severance Period”); (ii) with respect to the Top Up grant of restricted shares any then unvested shares will immediately vest in full but only if Termination by the Company without Cause and (iii) with respect to any other outstanding equity awards or other long-term incentive awards, such awards will be treated in accordance with the terms of the applicable plans and award agreements; provided, however, that if a “change in the effective control of a corporation,” as such

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term is defined in Treasury Regulation §1.409A-3(i)(5), occurs with respect to the Company following the Executive’s Separation from Service, any unpaid amounts described in clause (i) above shall be paid in a single lump sum within sixty (60) days following the consummation of such change in the effective control. In addition, the Executive shall be entitled to receive from the Company Group an additional severance amount equal to the Retention Bonus that the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), which shall be payable in a single lump within sixty (60) days following such Separation from Service. If, during the Severance Period, the Executive materially breaches any of the Executive’s then applicable obligations under this Agreement (including, but not limited to, Sections 7 through 11) or such other agreement between the Company Group and the Executive, the Company Group may, upon written notice from the Company to the Executive, terminate the Severance Period and cease to make any further payments of any unpaid severance amounts under this Section 4(c).

(d)Termination without Cause or Resignation for Good ReasonOccurring on or Following a Change in Control. If, prior to the expiration of the CIC Term, the Executive incurs a Separation from Service on or following the consummation of a Change in Control by reason of either (i) Electriq’s termination of the Executive’s employment without Cause, or (ii) the Executive’s resignation from the Executive’s employment for Good Reason, then the Executive shall receive from the Company Group the Other Accrued Compensation and Benefits and, subject to Section 4(e), shall be entitled to: (i) an amount equal to one (1) times the sum of (x) the Executive’s then- current Base Salary plus (y) the average amount of the annual bonus paid to the Executive for each of the two (2) fiscal years immediately prior to the fiscal year in which the Separation from Service occurs, payable in a single lump sum within sixty (60) days following the Executive’s Separation from Service; and (ii) with respect to any outstanding equity awards or other long-term incentive awards, such awards will be treated in accordance with the terms of the applicable plans and award agreements. In addition, the Executive shall be entitled to receive from the Company Group an additional payment equal to the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), which shall be payable in a single lump within sixty (60) days following such Separation from Service.

(e)Execution and Delivery of Release. The Company Group shall not be required to make the payments and provide the benefits provided for under Section 4(c) or 4(d) unless, within sixty (60) days following the Executive’s Separation from Service, the Executive executes and delivers to the Company a general waiver and release of claims containing customary terms and the release has become effective and irrevocable in its entirety. The Executive’s failure or refusal to sign the release (or the Executive’s revocation of such release in accordance with applicable laws) shall result in the forfeiture of the payments and benefits under Sections 4(c) and 4(d) (excluding any payments or benefits consisting of Other Accrued Compensation and Benefits).

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(f)Notice of Termination. Any termination of employment by Electriq or the Executive shall be communicated by a written “Notice of Termination” to the other party hereto given in accordance with Section 26 of this Agreement, except that Electriq may waive the requirement for such Notice of Termination by the Executive. In the event of a resignation by the Executive without Good Reason, the Notice of Termination shall specify the date of termination, which date shall not be less than thirty (30) days after the giving of such notice, unless Electriq agrees to waive any notice period by the Executive.

(g)Resignation from Directorships and Officerships. The termination of the Executive’s employment for any reason shall constitute the Executive’s resignation from (i) any director, officer, or employee position the Executive has with the Company Group and (ii) all fiduciary positions (including as a trustee) the Executive may hold with respect to any employee benefit plans or trusts established by the Company Group. The Executive agrees that this Agreement shall serve as written notice of resignation in this circumstance.

5.Definitions.

(a)Cause. For purposes of this Agreement, “Cause” shall have the meaning set forth in the 2022 Equity Incentive Plan.

(b)Change in Control. For purposes of this Agreement, “Change inControl” shall have the meaning set forth in the 2022 Equity Incentive Plan.

(c)Disability. For purposes of this Agreement, “Disability” shall have the meaning set forth in the 2022 Equity Incentive Plan.

(d)Good Reason. For purposes of this Agreement, “Good Reason” shall mean termination of employment by the Executive because of the occurrence of any of the following events without the Executive’s written consent:

(i)a material reduction of the Base Salary or target annual bonus opportunity that is or may be payable to the Executive pursuant to this Agreement; responsibilities;

(ii)a material adverse change in the Executive’s duties or

(iii)a material change to the location(s) of the Executive’s principal places of employment without the Executive’s consent;

(iv)a failure by the Company to obtain agreement by a successor to assume this Agreement in accordance with Section 18(b); or

(v)Electriq’s or the Company’s material breach of this Agreement; provided, however, that no event or condition described in clause (i), (ii) or (v) shall constitute Good Reason unless (x) the Executive gives the Company written

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notice of the Executive’s intention to terminate the Executive’s employment for Good Reason and the grounds for such termination within sixty (60) days of the Executive first becoming aware of the event giving rise to such Good Reason, (y) such grounds for termination are not corrected by the Company Group within thirty (30) days of its receipt of such notice, and (z) the Executive terminates the Executive’s employment within sixty (60) days after the end of the correction period described above in clause (y).

(e)2022 Equity Incentive Plan. For purposes of this Agreement, “2022Equity Incentive Plan” shall mean the Company’s 2022 Equity Incentive Plan or the successor plan pursuant to which the Executive was, prior to the relevant transaction, most recently granted long-term incentive awards.

6.Limitations on Severance Payment and Other Payments or Benefits.

(a)Payments. Notwithstanding any provision of this Agreement, if any portion of the severance payments or any other payment under this Agreement, or under any other agreement with the Executive or plan or arrangement of the Company Group (in the aggregate, “Total Payments”), would constitute an “excess parachute payment” and would, but for this Section 6, result in the imposition on the Executive of an excise tax under Section 4999 of the Code, then the Total Payments to be made to the Executive shall either be (i) delivered in full or (ii) delivered in the greatest amount such that no portion of such Total Payment would be subject to the excise tax, whichever of the foregoing results in the receipt by the Executive of the greatest benefit on an after-tax basis (taking into account the Executive’s actual marginal rate of federal, state and local income taxation and the excise tax).

(b)Determinations. Within thirty (30) days following the Executive’s termination of employment or notice by one party to the other of its belief that there is a payment or benefit due the Executive that will result in an excess parachute payment, the Company, at the Company Group’s expense, shall select a nationally recognized certified public accounting firm (which may be the Company’s independent auditors) (“Accounting Firm”) reasonably acceptable to the Executive to determine (i) the Base Amount (as defined below), (ii) the amount and present value of the Total Payments, (iii) the amount and present value of any excess parachute payments determined without regard to any reduction of Total Payments pursuant to Section 6(a), and (iv) the net after-tax proceeds to the Executive, taking into account the tax imposed under Section 4999 of the Code if (x) the Total Payments were reduced in accordance with Section 6(a) or (y) the Total Payments were not so reduced. If the Accounting Firm determines that Section 6(a)(ii) above applies, then the severance payments hereunder or any other payment or benefit determined by such Accounting Firm to be includable in Total Payments shall be reduced or eliminated so that there will be no excess parachute payment. In such event, payments or benefits included in the Total Payments shall be reduced or eliminated by applying the following principles, in order: (1) the payment or benefit with the later possible payment date shall be reduced or eliminated before a payment or benefit with an earlier payment date; and (2) cash payments shall be

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reduced prior to non-cash benefits; provided that if the foregoing order of reduction or elimination would violate Section 409A of the Code, then the reduction shall be made pro rata among the payments or benefits included in the Total Payments (on the basis of the relative present value of the parachute payments).

(c)Definitions and Assumptions. For purposes of this Agreement: (i) the terms “excess parachute payment” and “parachute payments” shall have the meanings assigned to them in Section 280G of the Code and such “parachute payments” shall be valued as provided therein; (ii) present value shall be calculated in accordance with Section 280G(d)(4) of the Code; (iii) the term “Base Amount” means an amount equal to the Executive’s “annualized includible compensation for the base period” as described in Section 280G(d)(1) of the Code; (iv) for purposes of the determination by the Accounting Firm, the value of any non-cash benefits or any deferred payment or benefit shall be determined in accordance with the principles of Sections 280G(d)(3) and (4) of the Code; and (v) the Executive shall be deemed to pay federal income tax and employment taxes at his or her actual marginal rate of federal income and employment taxation, and state and local income taxes at his or her actual marginal rate of taxation in the state or locality of the Executive’s domicile (determined in both cases in the calendar year in which the termination of employment or notice described in Section 6(b) above is given, whichever is earlier), net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes. The covenants set forth in Sections 7 through 11 of this Agreement have substantial value to the Company Group and a portion of any Total Payments made to the Executive are in consideration of such covenants. For purposes of calculating the “excess parachute payment” and the “parachute payments,” the parties intend that an amount equal to not less than the Executive’s highest annual base salary during the twelve (12)-month period immediately prior to his or her termination of employment shall be in consideration of the covenants in Sections 7 through 11 below. The Accounting Firm shall consider all relevant factors in appraising the fair value of such covenants and in determining the amount of the Total Payments that shall not be a “parachute payment” or “excess parachute payment.” The determination of the Accounting Firm shall be addressed to the Company and the Executive, and such determination shall be binding upon the Company Group and the Executive.

(d)Amendment. This Section 6 shall be amended to comply with any amendment or successor provision to Sections 280G or 4999 of the Code.

7.Confidentiality.

(a)Confidential Information.

(i)The Executive agrees that during his or her employment hereunder and for all periods thereafter following his or her Separation from Service, he or she will not at any time, except with the prior written consent of the Company or as required by law, directly or indirectly, reveal to any person, entity or other organization (other than any member of the Company Group or its respective employees, officers,

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directors, shareholders or agents) or use for the Executive’s own benefit any information deemed to be confidential by any member of the Company Group (“ConfidentialInformation”) relating to the assets, liabilities, employees, goodwill, business or affairs of any member of the Company Group, including, without limitation, any information concerning customers, business plans, marketing data or other confidential information known to the Executive by reason of the Executive’s employment by, shareholdings in or other association with any member of the Company Group; provided that such Confidential Information does not include any information which (x) is available to the general public or is generally available within the relevant business or industry other than as a result of the Executive’s action or (y) is or becomes available to the Executive after his or her Separation from Service on a non-confidential basis from a third-party source; provided, further, that such third-party source is not bound by a confidentiality agreement or any other obligation of confidentiality. Confidential Information may be in any medium or form, including, without limitation, physical documents, computer files or disks, videotapes, audiotapes, and oral communications.

(ii)If the Executive becomes legally compelled to disclose any Confidential Information, the Executive shall provide the Company with prompt written notice so that the Company may seek a protective order or other appropriate remedy. If such protective order or other remedy is not obtained, the Executive shall furnish only that portion of such Confidential Information or take only such action as is legally required by binding order and shall exercise his or her reasonable efforts to obtain reliable assurance that confidential treatment shall be accorded any such Confidential Information. The Company Group shall promptly pay (upon receipt of invoices and any other documentation as may be requested by the Company) all reasonable expenses and fees incurred by the Executive, including attorneys’ fees, in connection with his or her compliance with the immediately preceding sentence.

(iii)The Executive understands and acknowledges that the Executive has the right under U.S. federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission and/or its Office of the Whistleblower, as well as certain other governmental entities. No provisions in this Agreement are intended to prohibit the Executive from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity, and the Executive may do so without disclosure to the Company Group. The Company Group may not retaliate against the Executive for any of these activities. Further, nothing in this Agreement precludes the Executive from filing a charge of discrimination with the Equal Employment Opportunity Commission or a like charge or complaint with a state or local fair employment practice agency.

(iv)The Executive acknowledges that, pursuant to the Defend Trade Secrets Act of 2016, an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, (ii) in a

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complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal, or (iii) made to his or her attorney or used in a court proceeding in an anti- retaliation lawsuit based on the reporting of a suspected violation of law, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.

(b)Exclusive Property. The Executive confirms that all Confidential Information is and shall remain the exclusive property of the Company Group. All business records, papers and documents kept or made by the Executive relating to the business of the Company Group shall be and remain the property of the Company Group. Upon the request and at the expense of the Company Group, the Executive shall promptly make all disclosures, execute all instruments and papers, and perform all acts reasonably necessary to vest and confirm in the Company Group, fully and completely, all rights created or contemplated by this Section 7.

8.Noncompetition. The Executive agrees that during his or her employment with the Company Group and for a period commencing on the Executive’s Separation from Service and ending nine (9) months thereafter (the “Restricted Period”), the Executive shall not, without the prior written consent of the Company, directly or indirectly, and whether as principal or investor or as an employee, officer, director, manager, partner, consultant, agent or otherwise, alone or in association with any other person, firm, corporation or other business organization, carry on a business competitive with the Company Group in any geographic area in which the Company Group has engaged in business, or is reasonably expected to engage in business during such Restricted Period (including, without limitation, any area in which any customer of the Company Group may be located); provided, however, that nothing herein shall limit the Executive’s right to own not more than one percent (1%) of any of the debt or equity securities of any business organization.

9.Non-Solicitation. The Executive agrees that, during his or her employment and for the Restricted Period, the Executive shall not, directly or indirectly, other than in connection with the proper performance of his or her duties in his or her capacity as an executive with respect to Electriq and, as applicable, the Company, (a) interfere with or attempt to interfere with any relationship between the Company Group and any of its employees, consultants, independent contractors, agents or representatives, (b) employ, hire or otherwise engage, or attempt to employ, hire or otherwise engage, any current or former employee, consultant, independent contractor, agent or representative of the Company Group in a business competitive with the Company Group, (c) solicit the business or accounts of the Company Group, or (d) divert or attempt to direct from the Company Group any business or interfere with any relationship between the Company Group and any of its clients, suppliers, customers or other business relations. As used herein, the term “indirectly” shall include, without limitation, the Executive’s permitting the use of the Executive’s name by any competitor of any member of the Company Group to induce or interfere with any employee or business relationship of any member of the Company Group.

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10.Non-Disparagement. During and after the Term, the Executive agrees not to make any disparaging statements concerning the Company, Electriq or any of their subsidiaries, affiliates or current or former officers, directors, shareholders, employees or agents (collectively, the “Company Parties”); provided, however, that nothing herein shall prohibit the Executive from giving truthful testimony or evidence to a governmental entity if properly subpoenaed or otherwise required to do so under applicable law and nothing herein shall prohibit the Executive from making truthful statements in good faith during the Term as reasonably necessary to properly perform his or her duties, responsibilities, and authorities hereunder.

11.Litigation and Regulatory Cooperation. During and after the Term, the Executive shall cooperate fully with the Company Group (including their outside counsel) in connection with the contemplation, prosecution, and defense of all phases of existing, past, and future claims or actions which relate to events or occurrences that transpired while the Executive was employed by the Company Group. The Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company Group at mutually convenient times. During and after the Term, the Executive also shall cooperate fully with the Company Group in connection with any investigation or review of any federal, state, or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company Group. The Company Group shall reimburse the Executive for any pre-approved reasonable business travel expenses that are incurred in connection with the Executive’s performance of obligations pursuant to this Section 11 after receipt of appropriate documentation consistent with the Company Group’s business expense reimbursement policy.

12.Full Settlement. The Company Group’s obligation to pay the Executive the amounts required by this Agreement shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any offset, counterclaim, recoupment, defense, or other right which the Company Group may have against the Executive or anyone else. All payments and benefits to which the Executive is entitled under this Agreement shall be made and provided without offset, deduction or mitigation on account of income that the Executive may receive from employment from the Company Group or otherwise. This Section 12 shall not be interpreted to otherwise limit the remedies available to the Company Group, whether at law or in equity, in the event the Executive breaches any provision of this Agreement.

13.Certain Remedies.

(a)Injunctive Relief. Without intending to limit the remedies available to the Company Group, the Executive agrees that a breach of any of the covenants contained in Sections 7 through 11 of this Agreement may result in material and irreparable injury to the Company Group for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in

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the event of such a breach or threat thereof, any member of the Company Group shall be entitled to seek a temporary restraining order or a preliminary or permanent injunction, or both, without bond or other security, restraining the Executive from engaging in activities prohibited by the covenants contained in Sections 7 through 11 of this Agreement or such other relief as may be required specifically to enforce any of the covenants contained in this Agreement. Such injunctive relief in any court shall be available to the Company Group in lieu of, or prior to or pending determination in, any arbitration proceeding.

(b)Extension of Restricted Period. In addition to the remedies the Company Group may seek and obtain pursuant to this Section 13, the Restricted Period shall be extended by all periods during which the Executive shall be found by a court or arbitrator possessing personal jurisdiction over the Executive to have been in violation of the covenants contained in Sections 8 and 9 of this Agreement.

14.Section 409A of the Code.

(a)General. This Agreement is intended to be exempt from or in compliance with the requirements of Section 409A of the Code and shall be interpreted and construed consistent with that intent.

(b)Deferred Compensation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code, the payment shall be paid (or provided) in accordance with the following:

(i)If the Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Executive’s “Separation from Service” within the meaning of Section 409A(a)(2)(A)(i) of the Code, then no such payment shall be made or commence during the period beginning on the date of the Executive’s Separation from Service and ending on the date that is six (6) months following the Executive’s Separation from Service or, if earlier, on the date of the Executive’s death. The amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first (1st) business day following the end of the period (“Delayed Payment Date”).

(ii)Payments with respect to reimbursements of expenses shall be made in accordance with Company Group policy and in no event later than the last day of the calendar year following the calendar year in which the relevant expense is incurred. The amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year.

15.Source of Payments. All payments provided under this Agreement, other than payments made pursuant to a plan which provides otherwise, shall be paid in cash from the general funds of the Company Group, and no special or separate fund shall be

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established, and no other segregation of assets shall be made, to assure payment. The Executive shall have no right, title, or interest whatsoever in or to any investments which the Company Group may make to aid the Company Group in meeting its obligations hereunder. To the extent that any person acquires a right to receive payments from the Company Group hereunder, such right shall be no greater than the right of an unsecured creditor of Electriq.

16.Arbitration. Any dispute or controversy arising under or in connection with this Agreement or otherwise in connection with the Executive’s employment by the Company Group that cannot be mutually resolved by the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration in [San Leandro, California], in accordance with the commercial rules of the American Arbitration Association before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by an individual to be designated by the Company and an individual to be selected by the Executive, or if such two individuals cannot agree on the selection of the arbitrator, who shall be selected by the American Arbitration Association, and judgment upon the award rendered may be entered in any court having jurisdiction thereon.

17.Attorney’s Fees. The Company shall, from time to time, pay or reimburse the Executive, on an after-tax basis, for all reasonable legal fees and expenses (including court costs) incurred by him because of any claim by him (or on his or her behalf) to enforce the terms of this Agreement or collect any payments or benefits due to the Executive hereunder. Payments with respect to such legal fees and expenses shall be made in advance of any final disposition and within ten (10) business days after the Executive submits documentation of such fees to the Company in accordance with Electriq’s business expense reimbursement policies and procedures.

18.Non-assignability; Binding Agreement.

(a)By the Executive. This Agreement and all rights, duties, obligations, or interests hereunder shall not be assignable or delegable by the Executive.

(b)By Electriq. This Agreement and all of Electriq’s and the Company’s rights and obligations hereunder shall not be assignable by Electriq or the Company except as incident to a reorganization, merger or consolidation, or transfer of all or substantially all of Electriq’s or the Company’s assets; provided that Electriq may assign this Agreement in good faith to the Company at any time, in which case references to Electriq shall be deemed to relate to the Company as the context requires . If Electriq or the Company shall be merged or consolidated with another entity, the provisions of this Agreement shall be binding upon and inure to the benefit of the entity surviving such merger or resulting from such consolidation. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Electriq or the Company, by agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner that Electriq or the Company would be

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required to perform it if no such succession had taken place. The provisions of this paragraph shall continue to apply to each subsequent employer of the Executive hereunder in the event of any subsequent merger, consolidation, transfer of assets of such subsequent employer or otherwise.

(c)Binding Effect. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto, any successors to or assigns of Electriq and the Company, and the Executive’s heirs and the personal representatives of the Executive’s estate.

19.Withholding. Any payments made or benefits provided to the Executive under this Agreement shall be reduced by any applicable withholding taxes or other amounts required to be withheld by law or contract.

20.Amendment; Waiver. This Agreement may not be modified, amended, or waived in any manner, except by an instrument in writing signed by both parties hereto. The waiver by either party of compliance with any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.

21.Governing Law. All matters affecting this Agreement, including the validity thereof, are to be subject to, and interpreted and construed in accordance with, the laws of the State of Florida applicable to contracts executed in and to be performed in that State.

22.Survival of Certain Provisions. The rights and obligations set forth in this Agreement that, by their terms, extend beyond the Term shall survive the Term.

23.Entire Agreement; Supersedes Previous Agreements. This Agreement and any outstanding equity award agreements entered into prior to the Effective Time contain the entire agreement and understanding of the parties hereto with respect to the matters covered herein and supersede all prior or contemporaneous negotiations, commitments, agreements and writings with respect to the subject matter hereof, all such other negotiations, commitments, agreements and writings shall have no further force or effect, and the parties to any such other negotiation, commitment, agreement or writing shall have no further rights or obligations thereunder.

24.Counterparts. This Agreement may be executed by either of the parties hereto in counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

25.Headings. The headings of sections herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.

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26.Notices. All notices or communications hereunder shall be in writing, addressed as follows:

To Electriq or the Company:

Electriq Power, Inc.

625 N. Flagler Drive

West Palm Beach, Florida 33401

Attention: Legal Department

Email: [***]

Phone Number: [***]

To the Executive:

James Van Hoof

[***]

All such notices shall be conclusively deemed to be received and shall be effective (i) if sent by hand delivery, upon receipt, or (ii) if sent by electronic mail or facsimile, upon receipt by the sender of confirmation of such transmission; provided, however, that any electronic mail or facsimile will be deemed received and effective only if followed, within forty-eight (48) hours, by a hard copy sent by certified United States mail.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, Electriq has caused this Agreement to be signed by its officer pursuant to the authority of its Board, and the Executive has executed this Agreement, as of the day and year first written above.

ELECTRIQ POWER HOLDINGS, INC.
By:	/s/ Frank Magnotti
	Name: Frank Magnotti
	Title: Chief Executive Officer
EXECUTIVE
By:	/s/ James Van Hoof
	Name: James Van Hoof
	Title: Chief Operating Officer & General Counsel

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EX-10.21

Exhibit 10.21

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of August 22, 2023, is by and between Electriq Power Holdings, Inc., a Delaware corporation (to be renamed “ELIQ” in connection with the Merger (as defined below), “Electriq”), and Jan Klube (the “Executive”).

WHEREAS, prior to the date hereof, TLG Acquisition One Corp., a Delaware corporation (to be renamed “Electriq Power Holdings, Inc.” in connection with the Merger (as defined below), the “Company”), has entered into a Merger Agreement (the “Merger Agreement”) with Electriq and Eagle Merger Corp., a Delaware corporation (“Merger Sub”), pursuant to which at the Effective Time (as defined in the Merger Agreement), Merger Sub will merge with and into Electriq (the “Merger”), with Electriq surviving the Merger as a wholly owned subsidiary of the Company;

WHEREAS the Executive currently provides services to Electriq as its Chief Technology Officer.

WHEREAS Electriq desires to continue the employment of the Executive and the Executive desires to continue to provide services to Electriq and provide services to the Company pursuant to the terms and conditions of this Agreement effective as of the Effective Time; and

WHEREAS Electriq and the Executive understand and agree that this Agreement shall, for all purposes, be null and void and of no further effect if the Merger Agreement is terminated prior to the closing of the transactions contemplated therein.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1.Employment and Duties.

(a)General. Subject to the terms and conditions hereof, the Executive shall serve as Chief Technology Officer of Electriq and shall have responsibilities and duties consistent with the Executive’s position and such other responsibilities and duties as may from time to time be prescribed by the Board of Directors of the Company (the “Board”); provided that such responsibilities and duties are consistent with the Executive’s position or other positions that he or she may hold from time to time. The Executive’s principal place of employment shall be the principal office of Electriq, currently located in West Palm Beach, Florida, subject to (i) remote working on a reasonable basis; (ii) periodic travel to Electriq’s other locations, and (iii) such other reasonable travel as the performance of the Executive’s duties and the business of Electriq may require.

(b)Exclusive Services. For so long as the Executive is employed by any of the Company, Electriq and their subsidiaries (collectively, the “Company Group”), the Executive shall devote the Executive’s full business working time to the Executive’s duties hereunder, shall faithfully serve the Company Group, shall conform to and comply with the lawful and good faith directions and instructions given to the Executive by the

Chief Executive Officer, and shall use the Executive’s best efforts to serve the interests of the Company Group. Further, the Executive shall not, directly, or indirectly, render material services to any other person or organization without the consent of the Company Group pursuant to authority granted by the Board, the Chief Executive Officer of Electriq or other authorized executives or otherwise engage in activities that would interfere significantly with the faithful performance of the Executive’s duties hereunder. Notwithstanding the foregoing, the Executive may (i) serve on corporate, civic or charitable boards provided that, on and after the Effective Time, the Executive provides the Board, in writing, with a list of such boards and receives the consent of the Board to serve on such boards, and (ii) manage personal investments and (ii) engage in charitable activities; provided, further, that such activity does not contravene the first sentence of this Section 1(b) in any material manner.

2.Term.

(a)The Executive’s employment under this Agreement shall commence as of the Effective Time and shall, subject to earlier termination of the Executive’s employment under this Agreement, continue until the third (3rd) anniversary of the Effective Time (the “Initial Term”). Unless a Non-Renewal Notice (as defined below) is given or the Executive’s employment is earlier terminated in accordance with the terms of this Agreement, the period of the Executive’s employment shall, as of and following the expiration of the Initial Term, be automatically extended for additional twelve (12)-month periods (individually, and collectively, the “Renewal Term”). The period from the Effective Time until the termination of the Executive’s employment under this Agreement, including the Initial Term, and, if applicable, the CIC Term (as defined below), and any Renewal Term or Post-CIC Renewal Term (as defined below), is referred to as the “Term.”

(b)Notwithstanding the foregoing, if a Change in Control (as defined in Section 5 below) occurs prior to the termination of the Executive’s employment under this Agreement (including after providing a Non-Renewal Notice, which shall be deemed revoked and superseded by reason of the occurrence of the Change in Control), the Term shall not end prior to the later of the first (1st) anniversary of the consummation of the Change in Control or the end of the Initial Term, unless the Executive experiences a termination of employment under this Agreement (the “CIC Term”). Unless a Non- Renewal Notice is given as herein provided or Executive’s employment is earlier terminated in accordance with the terms of this Agreement, the period of Executive’s employment shall, as of and following the expiration of the CIC Term, be automatically extended for additional twelve (12)-month periods (individually, and collectively, the “Post-CIC Renewal Term”).

(c)Electriq or the Executive may elect to terminate the automatic extension of the Term by giving written notice of such election not less than (i) one hundred eighty (180) days prior to the end of the Initial Term or any Renewal Term, as applicable, or (ii) ninety (90) days prior to the end of the CIC Term or any Post-CIC Renewal Term, as applicable (the “Non-Renewal Notice”).

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3.Compensation and Other Benefits. Subject to the provisions of this Agreement, the Company Group shall pay and provide the following compensation and other benefits to the Executive during the Term as compensation for services rendered hereunder:

(a)Base Salary. The Company Group shall pay to the Executive an annual salary at the rate of $290,000 (the “Base Salary”), payable in substantially equal installments at such intervals as may be determined by the Company Group in accordance with its ordinary payroll practices as established from time to time. During the Term, the Compensation Committee of the Board shall review the Executive’s Base Salary, not less often than annually, and may increase (but not decrease) the Executive’s Base Salary in its sole discretion.

(b)Bonus. The Executive shall be entitled to participate each year of this Agreement in the Company Group’s annual incentive bonus plan for senior executives in accordance with its terms as may be in effect from time to time and subject to such other terms as the Board may approve. The target amount of the Executive’s annual incentive bonus shall be equal to 50% of the Executive’s base salary for the annual period to which such bonus relates. During the Term, the Compensation Committee of the Board shall review the Executive’s annual incentive bonus, not less often than annually, and may increase (but not decrease) the target amount of the Executive’s annual incentive bonus in its sole discretion.

(c)Long-Term Incentive Plan. The Executive shall be entitled to participate each year of this Agreement in the 2022 Equity Incentive Plan, or other long- term incentive plan of the Company that may be in effect, in accordance with its terms and subject to such other terms as the Board, in its sole discretion, may approve.

As soon as practicable after the date hereof, the Executive shall be granted an initial award equal to 71,548 restricted shares of the Company. The restricted stock vests equally over a 3-year period.

In addition, the Executive shall be granted a one-time “Top-Up” award under the 2022 Equity Incentive Plan, such that after the issuance of such Top-Up award, the Executive shall hold approximately the same ownership in the Company on a fully diluted basis as of the grant date as the Executive holds as of the date hereof. The Top-Up grant is 163,454 restricted shares of the Company. The restricted stock vests equally over a 3- year period.

(d)Retention Bonus. Subject to the terms and conditions of this Agreement, the Executive is eligible to earn a retention bonus in the gross amount of $145,000 (the “Retention Bonus”) in the event the Executive remains employed hereunder on the six (6)-month anniversary of the date on which the Effective Time occurs (the “Retention Date”) and has not given notice of the Executive’s intent to resign as of or prior to such date. The Retention Bonus shall be payable in a lump sum within ten (10) days following the Retention Date.

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(e)Benefit Plans. The Executive shall be entitled to participate in all employee benefit plans or programs of the Company Group as are available to other similarly situated executives of Electriq, in accordance with the terms of the plans, as may be amended from time to time.

(f)Expenses. The Company Group shall reimburse the Executive for reasonable travel and other business-related expenses incurred by the Executive in the fulfillment of the Executive’s duties hereunder, upon presentation of written documentation thereof, in accordance with the business expense reimbursement policies and procedures of the Company Group as in effect from time to time. Payments with respect to reimbursements of expenses shall be made consistent with the Company Group’s reimbursement policies and procedures and in no event later than the last day of the calendar year following the calendar year in which the relevant expense is incurred.

(g)Vacation. The Executive shall be entitled to vacation time consistent with the applicable policies of the Company Group for other similarly situated executives of the Company Group as in effect from time to time.

4.Termination of Employment. Subject to this Section 4, Electriq shall have the right to terminate the Executive’s employment at any time, with or without Cause (as defined in Section 5 below), and the Executive shall have the right to terminate the Executive’s employment at any time, with or without Good Reason (as defined in Section 5 below).

(a)Termination due to Death or Disability. The Executive’s employment under this Agreement will terminate upon the Executive’s death, and the Executive’s employment may be terminated by Electriq upon the Executive’s Disability (as defined in Section 5 below), upon giving not less than thirty (30) days’ written notice to the Executive. In the event of the Executive’s death or Disability, the Company Group shall pay to the Executive (or the Executive’s estate, as applicable) the Executive’s accrued salary through and including the date of termination and any bonus earned, but unpaid, for the year prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation andBenefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estate, as applicable, shall be entitled to receive the following payments from the Company Group: (i) a pro rata bonus equal to (x) the annual bonus the Executive would have earned for the fiscal year in which such Separation from Service occurs based on performance as determined by the Board, multiplied by (y) a fraction, the numerator of which is the number of days worked during the fiscal year in which the death or Disability occurs and the denominator of which is 365, payable in a single lump sum upon certification to the Board of performance for such fiscal year; (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from

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Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Service; and (iii) with respect to any outstanding equity awards or other long-term incentive awards, the then-unvested shares of Restricted Stock will immediately vest in full.

(b)Termination for Cause; Resignation without Good Reason. If, prior to the expiration of the Term, the Executive incurs a “Separation from Service” within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), by reason of Electriq’s termination of the Executive’s employment for Cause or if the Executive resigns from the Executive’s employment hereunder other than for Good Reason, the Executive shall only be entitled to receive payment from the Company Group of the Executive’s Other Accrued Compensation and Benefits, excluding the Prior Year Earned Bonus in the event such Separation from Service occurs by reason of Electriq’s termination of the Executive for Cause, payable in accordance with Company Group policies and practices and in no event later than thirty (30) days after the Executive’s Separation from Service. The Executive shall have no further right to receive any other compensation or benefits after such termination or resignation of employment.

(c)Termination without Cause; Resignation for Good Reason Prior to a Change in Control. If, prior to the expiration of the Term, the Executive incurs a Separation from Service by reason of Electriq’s termination of the Executive’s employment without Cause or by the Executive’s resignation from the Executive’s employment for Good Reason, in either case prior to a Change in Control, the Executive shall receive from the Company Group the Other Accrued Compensation and Benefits and, subject to Section 4(e), shall be entitled to receive from the Company Group: (i) a severance amount equal to one (1) times the sum of (x) the Executive’s then-current Base Salary plus (y) the average amount of the annual bonus paid to the Executive for each of the two (2) fiscal years immediately prior to the fiscal year in which the Separation from Service occurs, payable in substantially equal monthly installments over a period of twelve (12) months beginning sixty (60) days following the Executive’s Separation from Service (the “Severance Period”); (ii) with respect to the Top Up grant of restricted shares, any then unvested shares will immediately vest in full but only if Termination by the Company without Cause and (iii) with respect to any outstanding equity awards or other long-term incentive awards, such awards will be treated in accordance with the terms of the applicable plans and award agreements; provided, however, that if a “change in the effective control of a corporation,” as such term is defined in Treasury Regulation §1.409A-3(i)(5), occurs with respect to the Company following the Executive’s Separation from Service, any unpaid amounts described in clause (i) above shall be paid in a single lump sum within sixty (60) days following the consummation of such change in the effective control. In addition, the Executive shall be entitled to receive from the Company Group an additional severance amount equal

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to the Retention Bonus that the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), which shall be payable in a single lump within sixty (60) days following such Separation from Service. If, during the Severance Period, the Executive materially breaches any of the Executive’s then applicable obligations under this Agreement (including, but not limited to, Sections 7 through 11) or such other agreement between the Company Group and the Executive, the Company Group may, upon written notice from the Company to the Executive, terminate the Severance Period and cease to make any further payments of any unpaid severance amounts under this Section 4(c).

(d)Termination without Cause or Resignation for Good ReasonOccurring on or Following a Change in Control. If, prior to the expiration of the CIC Term, the Executive incurs a Separation from Service on or following the consummation of a Change in Control by reason of either (i) Electriq’s termination of the Executive’s employment without Cause, or (ii) the Executive’s resignation from the Executive’s employment for Good Reason, then the Executive shall receive from the Company Group the Other Accrued Compensation and Benefits and, subject to Section 4(e), shall be entitled to: (i) an amount equal to one (1) times the sum of (x) the Executive’s then- current Base Salary plus (y) the average amount of the annual bonus paid to the Executive for each of the two (2) fiscal years immediately prior to the fiscal year in which the Separation from Service occurs, payable in a single lump sum within sixty (60) days following the Executive’s Separation from Service; and (ii) with respect to any outstanding equity awards or other long-term incentive awards, such awards will be treated in accordance with the terms of the applicable plans and award agreements. In addition, the Executive shall be entitled to receive from the Company Group an additional payment equal to the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), which shall be payable in a single lump within sixty (60) days following such Separation from Service.

(e)Execution and Delivery of Release. The Company Group shall not be required to make the payments and provide the benefits provided for under Section 4(c) or 4(d) unless, within sixty (60) days following the Executive’s Separation from Service, the Executive executes and delivers to the Company a general waiver and release of claims containing customary terms and the release has become effective and irrevocable in its entirety. The Executive’s failure or refusal to sign the release (or the Executive’s revocation of such release in accordance with applicable laws) shall result in the forfeiture of the payments and benefits under Sections 4(c) and 4(d) (excluding any payments or benefits consisting of Other Accrued Compensation and Benefits).

(f)Notice of Termination. Any termination of employment by Electriq or the Executive shall be communicated by a written “Notice of Termination” to the other party hereto given in accordance with Section 26 of this Agreement, except that Electriq may waive the requirement for such Notice of Termination by the Executive. In the event of a resignation by the Executive without Good Reason, the Notice of Termination

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shall specify the date of termination, which date shall not be less than thirty (30) days after the giving of such notice, unless Electriq agrees to waive any notice period by the Executive.

(g)Resignation from Directorships and Officerships. The termination of the Executive’s employment for any reason shall constitute the Executive’s resignation from (i) any director, officer, or employee position the Executive has with the Company Group and (ii) all fiduciary positions (including as a trustee) the Executive may hold with respect to any employee benefit plans or trusts established by the Company Group. The Executive agrees that this Agreement shall serve as written notice of resignation in this circumstance.

5.Definitions.

(a)Cause. For purposes of this Agreement, “Cause” shall have the meaning set forth in the 2022 Equity Incentive Plan.

(b)Change in Control. For purposes of this Agreement, “Change inControl” shall have the meaning set forth in the 2022 Equity Incentive Plan.

(c)Disability. For purposes of this Agreement, “Disability” shall have the meaning set forth in the 2022 Equity Incentive Plan.

(d)Good Reason. For purposes of this Agreement, “Good Reason” shall mean termination of employment by the Executive because of the occurrence of any of the following events without the Executive’s written consent:

(i)a material reduction of the Base Salary or target annual bonus opportunity that is or may be payable to the Executive pursuant to this Agreement.

(ii)a material adverse change in the Executive’s duties or responsibilities.

(iii)a material change to the location(s) of the Executive’s principal places of employment without the Executive’s consent.

(iv)a failure by the Company to obtain agreement by a successor to assume this Agreement in accordance with Section 18(b); or

(v)Electriq’s or the Company’s material breach of this Agreement; provided, however, that no event or condition described in clause (i), (ii) or (v) shall constitute Good Reason unless (x) the Executive gives the Company written notice of the Executive’s intention to terminate the Executive’s employment for Good Reason and the grounds for such termination within sixty (60) days of the Executive first becoming aware of the event giving rise to such Good Reason, (y) such grounds for termination are not corrected by the Company Group within thirty (30) days of its receipt of such notice, and (z) the Executive terminates the Executive’s employment within sixty (60) days after the end of the correction period described above in clause (y).

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(e)2022 Equity Incentive Plan. For purposes of this Agreement, “2022Equity Incentive Plan” shall mean the Company’s 2022 Equity Incentive Plan or the successor plan pursuant to which the Executive was, prior to the relevant transaction, most recently granted long-term incentive awards.

6.Limitations on Severance Payment and Other Payments or Benefits.

(a)Payments. Notwithstanding any provision of this Agreement, if any portion of the severance payments or any other payment under this Agreement, or under any other agreement with the Executive or plan or arrangement of the Company Group (in the aggregate, “Total Payments”), would constitute an “excess parachute payment” and would, but for this Section 6, result in the imposition on the Executive of an excise tax under Section 4999 of the Code, then the Total Payments to be made to the Executive shall either be (i) delivered in full or (ii) delivered in the greatest amount such that no portion of such Total Payment would be subject to the excise tax, whichever of the foregoing results in the receipt by the Executive of the greatest benefit on an after-tax basis (taking into account the Executive’s actual marginal rate of federal, state and local income taxation and the excise tax).

(b)Determinations. Within thirty (30) days following the Executive’s termination of employment or notice by one party to the other of its belief that there is a payment or benefit due the Executive that will result in an excess parachute payment, the Company, at the Company Group’s expense, shall select a nationally recognized certified public accounting firm (which may be the Company’s independent auditors) (“Accounting Firm”) reasonably acceptable to the Executive to determine (i) the Base Amount (as defined below), (ii) the amount and present value of the Total Payments, (iii) the amount and present value of any excess parachute payments determined without regard to any reduction of Total Payments pursuant to Section 6(a), and (iv) the net after-tax proceeds to the Executive, taking into account the tax imposed under Section 4999 of the Code if (x) the Total Payments were reduced in accordance with Section 6(a) or (y) the Total Payments were not so reduced. If the Accounting Firm determines that Section 6(a)(ii) above applies, then the severance payments hereunder or any other payment or benefit determined by such Accounting Firm to be includable in Total Payments shall be reduced or eliminated so that there will be no excess parachute payment. In such event, payments or benefits included in the Total Payments shall be reduced or eliminated by applying the following principles, in order: (1) the payment or benefit with the later possible payment date shall be reduced or eliminated before a payment or benefit with an earlier payment date; and (2) cash payments shall be reduced prior to non-cash benefits; provided that if the foregoing order of reduction or elimination would violate Section 409A of the Code, then the reduction shall be made pro rata among the payments or benefits included in the Total Payments (on the basis of the relative present value of the parachute payments).

(c)Definitions and Assumptions. For purposes of this Agreement: (i) the terms “excess parachute payment” and “parachute payments” shall have the meanings assigned to them in Section 280G of the Code and such “parachute

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payments” shall be valued as provided therein; (ii) present value shall be calculated in accordance with Section 280G(d)(4) of the Code; (iii) the term “Base Amount” means an amount equal to the Executive’s “annualized includible compensation for the base period” as described in Section 280G(d)(1) of the Code; (iv) for purposes of the determination by the Accounting Firm, the value of any non-cash benefits or any deferred payment or benefit shall be determined in accordance with the principles of Sections 280G(d)(3) and (4) of the Code; and (v) the Executive shall be deemed to pay federal income tax and employment taxes at his or her actual marginal rate of federal income and employment taxation, and state and local income taxes at his or her actual marginal rate of taxation in the state or locality of the Executive’s domicile (determined in both cases in the calendar year in which the termination of employment or notice described in Section 6(b) above is given, whichever is earlier), net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes. The covenants set forth in Sections 7 through 11 of this Agreement have substantial value to the Company Group and a portion of any Total Payments made to the Executive are in consideration of such covenants. For purposes of calculating the “excess parachute payment” and the “parachute payments,” the parties intend that an amount equal to not less than the Executive’s highest annual base salary during the twelve (12)-month period immediately prior to his or her termination of employment shall be in consideration of the covenants in Sections 7 through 11 below. The Accounting Firm shall consider all relevant factors in appraising the fair value of such covenants and in determining the amount of the Total Payments that shall not be a “parachute payment” or “excess parachute payment.” The determination of the Accounting Firm shall be addressed to the Company and the Executive, and such determination shall be binding upon the Company Group and the Executive.

(d)Amendment. This Section 6 shall be amended to comply with any amendment or successor provision to Sections 280G or 4999 of the Code.

7.Confidentiality.

(a)Confidential Information.

(i)The Executive agrees that during his or her employment hereunder and for all periods thereafter following his or her Separation from Service, he or she will not at any time, except with the prior written consent of the Company or as required by law, directly or indirectly, reveal to any person, entity or other organization (other than any member of the Company Group or its respective employees, officers, directors, shareholders or agents) or use for the Executive’s own benefit any information deemed to be confidential by any member of the Company Group (“ConfidentialInformation”) relating to the assets, liabilities, employees, goodwill, business or affairs of any member of the Company Group, including, without limitation, any information concerning customers, business plans, marketing data or other confidential information known to the Executive by reason of the Executive’s employment by, shareholdings in or other association with any member of the Company Group; provided that such Confidential Information does not include any information which (x) is available to the

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general public or is generally available within the relevant business or industry other than as a result of the Executive’s action or (y) is or becomes available to the Executive after his or her Separation from Service on a non-confidential basis from a third-party source; provided, further, that such third-party source is not bound by a confidentiality agreement or any other obligation of confidentiality. Confidential Information may be in any medium or form, including, without limitation, physical documents, computer files or disks, videotapes, audiotapes, and oral communications.

(ii)If the Executive becomes legally compelled to disclose any Confidential Information, the Executive shall provide the Company with prompt written notice so that the Company may seek a protective order or other appropriate remedy. If such protective order or other remedy is not obtained, the Executive shall furnish only that portion of such Confidential Information or take only such action as is legally required by binding order and shall exercise his or her reasonable efforts to obtain reliable assurance that confidential treatment shall be accorded any such Confidential Information. The Company Group shall promptly pay (upon receipt of invoices and any other documentation as may be requested by the Company) all reasonable expenses and fees incurred by the Executive, including attorneys’ fees, in connection with his or her compliance with the immediately preceding sentence.

(iii)The Executive understands and acknowledges that the Executive has the right under U.S. federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission and/or its Office of the Whistleblower, as well as certain other governmental entities. No provisions in this Agreement are intended to prohibit the Executive from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity, and the Executive may do so without disclosure to the Company Group. The Company Group may not retaliate against the Executive for any of these activities. Further, nothing in this Agreement precludes the Executive from filing a charge of discrimination with the Equal Employment Opportunity Commission or a like charge or complaint with a state or local fair employment practice agency.

(iv)The Executive acknowledges that, pursuant to the Defend Trade Secrets Act of 2016, an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal, or (iii) made to his or her attorney or used in a court proceeding in an anti- retaliation lawsuit based on the reporting of a suspected violation of law, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.

(b)Exclusive Property. The Executive confirms that all Confidential Information is and shall remain the exclusive property of the Company Group. All business records, papers and documents kept or made by the Executive relating to the

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business of the Company Group shall be and remain the property of the Company Group. Upon the request and at the expense of the Company Group, the Executive shall promptly make all disclosures, execute all instruments and papers, and perform all acts reasonably necessary to vest and confirm in the Company Group, fully and completely, all rights created or contemplated by this Section 7.

8.Noncompetition. The Executive agrees that during his or her employment with the Company Group and for a period commencing on the Executive’s Separation from Service and ending nine (9) months thereafter (the “Restricted Period”), the Executive shall not, without the prior written consent of the Company, directly or indirectly, and whether as principal or investor or as an employee, officer, director, manager, partner, consultant, agent or otherwise, alone or in association with any other person, firm, corporation or other business organization, carry on a business competitive with the Company Group in any geographic area in which the Company Group has engaged in business, or is reasonably expected to engage in business during such Restricted Period (including, without limitation, any area in which any customer of the Company Group may be located); provided, however, that nothing herein shall limit the Executive’s right to own not more than one percent (1%) of any of the debt or equity securities of any business organization.

9.Non-Solicitation. The Executive agrees that, during his or her employment and for the Restricted Period, the Executive shall not, directly or indirectly, other than in connection with the proper performance of his or her duties in his or her capacity as an executive with respect to Electriq and, as applicable, the Company, (a) interfere with or attempt to interfere with any relationship between the Company Group and any of its employees, consultants, independent contractors, agents or representatives, (b) employ, hire or otherwise engage, or attempt to employ, hire or otherwise engage, any current or former employee, consultant, independent contractor, agent or representative of the Company Group in a business competitive with the Company Group, (c) solicit the business or accounts of the Company Group, or (d) divert or attempt to direct from the Company Group any business or interfere with any relationship between the Company Group and any of its clients, suppliers, customers or other business relations. As used herein, the term “indirectly” shall include, without limitation, the Executive’s permitting the use of the Executive’s name by any competitor of any member of the Company Group to induce or interfere with any employee or business relationship of any member of the Company Group.

10.Non-Disparagement. During and after the Term, the Executive agrees not to make any disparaging statements concerning the Company, Electriq or any of their subsidiaries, affiliates or current or former officers, directors, shareholders, employees or agents (collectively, the “Company Parties”); provided, however, that nothing herein shall prohibit the Executive from giving truthful testimony or evidence to a governmental entity if properly subpoenaed or otherwise required to do so under applicable law and nothing herein shall prohibit the Executive from making truthful statements in good faith during the Term as reasonably necessary to properly perform his or her duties, responsibilities, and authorities hereunder.

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11.Litigation and Regulatory Cooperation. During and after the Term, the Executive shall cooperate fully with the Company Group (including their outside counsel) in connection with the contemplation, prosecution, and defense of all phases of existing, past, and future claims or actions which relate to events or occurrences that transpired while the Executive was employed by the Company Group. The Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company Group at mutually convenient times. During and after the Term, the Executive also shall cooperate fully with the Company Group in connection with any investigation or review of any federal, state, or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company Group. The Company Group shall reimburse the Executive for any pre-approved reasonable business travel expenses that are incurred in connection with the Executive’s performance of obligations pursuant to this Section 11 after receipt of appropriate documentation consistent with the Company Group’s business expense reimbursement policy.

12.Full Settlement. The Company Group’s obligation to pay the Executive the amounts required by this Agreement shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any offset, counterclaim, recoupment, defense, or other right which the Company Group may have against the Executive or anyone else. All payments and benefits to which the Executive is entitled under this Agreement shall be made and provided without offset, deduction or mitigation on account of income that the Executive may receive from employment from the Company Group or otherwise. This Section 12 shall not be interpreted to otherwise limit the remedies available to the Company Group, whether at law or in equity, in the event the Executive breaches any provision of this Agreement.

13.Certain Remedies.

(a)Injunctive Relief. Without intending to limit the remedies available to the Company Group, the Executive agrees that a breach of any of the covenants contained in Sections 7 through 11 of this Agreement may result in material and irreparable injury to the Company Group for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof, any member of the Company Group shall be entitled to seek a temporary restraining order or a preliminary or permanent injunction, or both, without bond or other security, restraining the Executive from engaging in activities prohibited by the covenants contained in Sections 7 through 11 of this Agreement or such other relief as may be required specifically to enforce any of the covenants contained in this Agreement. Such injunctive relief in any court shall be available to the Company Group in lieu of, or prior to or pending determination in, any arbitration proceeding.

(b)Extension of Restricted Period. In addition to the remedies the Company Group may seek and obtain pursuant to this Section 13, the Restricted Period

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shall be extended by all periods during which the Executive shall be found by a court or arbitrator possessing personal jurisdiction over the Executive to have been in violation of the covenants contained in Sections 8 and 9 of this Agreement.

14.Section 409A of the Code.

(a)General. This Agreement is intended to be exempt from or in compliance with the requirements of Section 409A of the Code and shall be interpreted and construed consistent with that intent.

(b)Deferred Compensation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code, the payment shall be paid (or provided) in accordance with the following:

(i)If the Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Executive’s “Separation from Service” within the meaning of Section 409A(a)(2)(A)(i) of the Code, then no such payment shall be made or commence during the period beginning on the date of the Executive’s Separation from Service and ending on the date that is six (6) months following the Executive’s Separation from Service or, if earlier, on the date of the Executive’s death. The amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first (1st) business day following the end of the period (“Delayed Payment Date”).

(ii)Payments with respect to reimbursements of expenses shall be made in accordance with Company Group policy and in no event later than the last day of the calendar year following the calendar year in which the relevant expense is incurred. The amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year.

15.Source of Payments. All payments provided under this Agreement, other than payments made pursuant to a plan which provides otherwise, shall be paid in cash from the general funds of the Company Group, and no special or separate fund shall be established, and no other segregation of assets shall be made, to assure payment. The Executive shall have no right, title, or interest whatsoever in or to any investments which the Company Group may make to aid the Company Group in meeting its obligations hereunder. To the extent that any person acquires a right to receive payments from the Company Group hereunder, such right shall be no greater than the right of an unsecured creditor of Electriq.

16.Arbitration. Any dispute or controversy arising under or in connection with this Agreement or otherwise in connection with the Executive’s employment by the Company Group that cannot be mutually resolved by the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration in [San Leandro, California], in accordance with the commercial rules of the American

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Arbitration Association before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by an individual to be designated by the Company and an individual to be selected by the Executive, or if such two individuals cannot agree on the selection of the arbitrator, who shall be selected by the American Arbitration Association, and judgment upon the award rendered may be entered in any court having jurisdiction thereon.

17.Attorney’s Fees. The Company shall, from time to time, pay or reimburse the Executive, on an after-tax basis, for all reasonable legal fees and expenses (including court costs) incurred by him because of any claim by him (or on his or her behalf) to enforce the terms of this Agreement or collect any payments or benefits due to the Executive hereunder. Payments with respect to such legal fees and expenses shall be made in advance of any final disposition and within ten (10) business days after the Executive submits documentation of such fees to the Company in accordance with Electriq’s business expense reimbursement policies and procedures.

18.Non-assignability; Binding Agreement.

(a)By the Executive. This Agreement and all rights, duties, obligations, or interests hereunder shall not be assignable or delegable by the Executive.

(b)By Electriq. This Agreement and all of Electriq’s and the Company’s rights and obligations hereunder shall not be assignable by Electriq or the Company except as incident to a reorganization, merger or consolidation, or transfer of all or substantially all of Electriq’s or the Company’s assets; provided that Electriq may assign this Agreement in good faith to the Company at any time, in which case references to Electriq shall be deemed to relate to the Company as the context requires . If Electriq or the Company shall be merged or consolidated with another entity, the provisions of this Agreement shall be binding upon and inure to the benefit of the entity surviving such merger or resulting from such consolidation. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Electriq or the Company, by agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner that Electriq or the Company would be required to perform it if no such succession had taken place. The provisions of this paragraph shall continue to apply to each subsequent employer of the Executive hereunder in the event of any subsequent merger, consolidation, transfer of assets of such subsequent employer or otherwise.

(c)Binding Effect. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto, any successors to or assigns of Electriq and the Company, and the Executive’s heirs and the personal representatives of the Executive’s estate.

19.Withholding. Any payments made or benefits provided to the Executive under this Agreement shall be reduced by any applicable withholding taxes or other amounts required to be withheld by law or contract.

14

20.Amendment; Waiver. This Agreement may not be modified, amended, or waived in any manner, except by an instrument in writing signed by both parties hereto. The waiver by either party of compliance with any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.

21.Governing Law. All matters affecting this Agreement, including the validity thereof, are to be subject to, and interpreted and construed in accordance with, the laws of the State of Florida applicable to contracts executed in and to be performed in that State.

22.Survival of Certain Provisions. The rights and obligations set forth in this Agreement that, by their terms, extend beyond the Term shall survive the Term.

23.Entire Agreement; Supersedes Previous Agreements. This Agreement and any outstanding equity award agreements entered into prior to the Effective Time contain the entire agreement and understanding of the parties hereto with respect to the matters covered herein and supersede all prior or contemporaneous negotiations, commitments, agreements and writings with respect to the subject matter hereof, all such other negotiations, commitments, agreements and writings shall have no further force or effect, and the parties to any such other negotiation, commitment, agreement or writing shall have no further rights or obligations thereunder.

24.Counterparts. This Agreement may be executed by either of the parties hereto in counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

25.Headings. The headings of sections herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.

26.Notices. All notices or communications hereunder shall be in writing, addressed as follows:

To Electriq or the Company:

Electriq Power, Inc.

625 N. Flagler Drive

West Palm Beach, Florida 33401

Attention: Legal Department

Email: [***]

Phone Number: [***]

To the Executive:

Jan Klube

[***]

15

All such notices shall be conclusively deemed to be received and shall be effective (i) if sent by hand delivery, upon receipt, or (ii) if sent by electronic mail or facsimile, upon receipt by the sender of confirmation of such transmission; provided, however, that any electronic mail or facsimile will be deemed received and effective only if followed, within forty-eight (48) hours, by a hard copy sent by certified United States mail.

[SIGNATURE PAGE FOLLOWS]

16

IN WITNESS WHEREOF, Electriq has caused this Agreement to be signed by its officer pursuant to the authority of its Board, and the Executive has executed this Agreement, as of the day and year first written above.

ELECTRIQ POWER HOLDINGS, INC.
By:	/s/ Frank Magnotti
	Name:	Frank Magnotti
	Title:	Chief Executive Officer

EXECUTIVE
By:	/s/ Jan Klube
	Name:	Jan Klube
	Title:	Chief Technology Officer

17

EX-10.22

Meteora Capital, LLC x Electriq Power Holdings, Inc.

This binding term sheet (the “Term Sheet”) dated as of November 14, 2023 summarizes the principal terms of a $500,000 lead investor PIPE commitment (“PIPE”) in equity securities of Electriq Power Holdings, Inc. (the “Company”) or any of its affiliates or any other person by Meteora Capital LLC or any of its affiliates (“Meteora”, “Seller” or “Sellers”) and an amendment (“FPA Equitization Amendment”) to the July 23, 2023 agreement (a “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 entered into with TLG Acquisition One Corp., a Delaware corporation (“TLG”), and Electriq Power, Inc., a Delaware corporation (“Electriq”). It is anticipated that the parties will enter into definitive agreements containing the terms and conditions set forth herein and such other terms and conditions as are mutually agreed by the parties (the “Definitive Documentation”) but unless and until such Definitive Documentation is fully executed, upon the full execution of this binding Term Sheet, this Term Sheet shall constitute a valid and binding agreement between the Company and Seller provided that if the Definitive Documentation is not executed on or before November 30, 2023 (the “Termination Date”),which may be extended at the election of Meteora by written notice to Electriq, this Term Sheet shall terminate as of the Termination Date and be of no further force or effect. This Term Sheet does not constitute an offer by any person to sell or the solicitation by any person of an offer to buy any securities in the United States, Australia, Canada, New Zealand, the United Kingdom or any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the applicable securities laws. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Forward Purchase Agreement.

Terms of the Offering (all amounts in USD)

Letter Agreement Waiver

•On June 28, 2023, TLG entered into a letter agreement (the “Letter Agreement”) with Meteora Capital, LLC (“Meteora”), pursuant to which Meteora was provided a right of first refusal to participate in future financings of TLG (excluding any equity line of credit arrangement) in an amount up to $50.0 million. The right lasts until June 28, 2026 •In connection with the FPA Equitization Amendment, Meteora waives any rights it has under the Letter Agreement and the Letter Agreement is deemed null and void upon execution of Definitive Documentation.

FPA Equitization Amendment Terms:

•Number of Shares equal to 3,785,686 shall be deemed free and clear of all obligations with respect to the Seller (including, but not limited to, Settlement and Optional Early Terminations) and removed from the Number of Shares. •The Prepayment Shortfall shall be deemed repaid in full to Seller and no future Shortfall Sales shall be made. •A Valuation Date will be deemed to have occurred. In lieu of Maturity Consideration owed to Seller: oSeller to be issued 3,500,000 new consideration warrants (“Warrants”): Exercisable for $0.001 at Seller's sole discretion; Electriq shall use commercially reasonable efforts to settle on a T+0 settlement basis but in no event more than on a T+1 basis •Private warrants subject to re-sale/transfer rights in Seller’s sole discretion •Immediately exercisable by Seller as Seller intends to make long sales of ELIQ shares and deliver notice no later than 4:30pm ET on sale date of exercise (“Exercise Notice”) 5-year life oSeller restricted to exercising the number of Warrants equal to $3,500,000 in proceeds calculated as the product of (x) the VWAP of ELIQ on the date of exercise and (y) number of Warrants exercised by Seller (“Warrant Proceeds”) oIf any Warrants remain unexercised upon $3,500,000 in Warrant Proceeds, the balance of Warrants shall be terminated •Warrants to provide ELIQ with defined capped dilution (minimized with share price

Meteora Capital, LLC x Electriq Power Holdings, Inc.

	appreciation) •In the event of bankruptcy, reorganization, delisting event (“Event of Default”) where ELIQ fails to trade on a nationally recognized exchange, the balance of proceeds (calculated as $3,500,000 less any Warrant Proceeds) multiplied by 150% will be deemed to be a first-lien super senior secured obligation of the Company, subject to any liens granted to a lender(s) pursuant to any asset-backed lending facility entered into by the Company •Customary registration rights and 19.99% ownership blocker limitations •Upon issuance of the Warrants, the Forward Purchase Agreement shall terminate and Seller and Company shall be released from any and all liabilities or obligations thereunder
Meteora PIPE Commitment	•Meteora will make a $500,000 PIPE investment in the Company on terms pari-passu with other similar investors conditional on a minimum of $7,000,000 of total capital raised by ELIQ in any future capital raise oThe PIPE investment shall be disclosed as a strategic investment by Meteora
Diligence and Legal Fees	The Company shall reimburse the Seller with up to $50,000 in documented legal and other expenses in connection with entering into the aforementioned Strategic PIPE and Equitization Commitment with $25,000 due upon execution of this Term Sheet
Governing Law	State of New York

Confidentiality and Exclusivity: Electriq will not disclose the terms contained herein to any other person or entity unless approved by Meteora. Following the execution of this Term Sheet, Electriq will not enter into an agreement with respect to or close a conflicting financing without prior written notice to Investor following the execution of this Term Sheet (“Term Sheet Termination Event”). Upon execution of the Term Sheet by Electriq, this Confidentiality and Exclusivity section shall be binding and the Investor shall have the right to pursue all remedies available to it at law or in equity with respect to this section including, without limitation, a decree of specific performance, injunctive relief and money damages. By executing this term sheet, Electriq and Meteora represent and warrant that this term sheet has been duly authorized, executed and delivered.

[SIGNATURES BELOW]

Meteora Capital LLC and its affiliates

By: /s/ Vikas Mittal _ _ _ _ _ _ _ Name: Vikas Mittal

Title: Managing Member

Electriq Power Holdings, Inc.

By: /s/ Frank Magnotti _ _ _ _ _ Name: Frank Magnotti

Title: Chief Executive Officer

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Frank Magnotti, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Electriq Power Holdings, Inc. for the period ended September 30, 2023;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2023

By:	/s/ Frank Magnotti
Name:	Frank Magnotti
Title:	Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Petrina Thomson, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Electriq Power Holdings, Inc. for the period ended September 30, 2023;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2023

By:	/s/ Petrina Thomson
Name:	Petrina Thomson
Title:	Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Electriq Power Holdings, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Frank Magnotti, Chief Executive Officer of the Company, certify to my knowledge, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 14, 2023

By:	/s/ Frank Magnotti
Name:	Frank Magnotti
Title:	Chief Executive Officer

EX-32.2

Exhibit 32.2

Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Electriq Power Holdings, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Petrina Thomson, Chief Financial Officer of the Company, certify to my knowledge, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 14, 2023

By:	/s/ Petrina Thomson
Name:	Petrina Thomson
Title:	Chief Financial Officer

XML

Cover - shares	9 Months Ended
	Sep. 30, 2023	Nov. 10, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	001-39948
Entity Registrant Name	ELECTRIQ POWER HOLDINGS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3310839
Entity Address, Address Line One	625 North Flagler Drive,
Entity Address, Address Line Two	Suite 1003B
Entity Address, City or Town	West Palm Beach,
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33401
City Area Code	833
Local Phone Number	462-2883
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		41,754,345
Entity Central Index Key	0001827871
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Class A common stock, par value $0.0001 per share
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 pershare
Trading Symbol	ELIQ
Security Exchange Name	NYSE
Common stock warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants, each exercisable for one share ofClass A common stock at an exercise price of$6.57 per share
Trading Symbol	ELIQ WS
Security Exchange Name	NYSEAMER

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash	$ 8,099,738	$ 5,480,960
Accounts receivable, less allowance for doubtful accounts of $40,449 and $30,429 as of September 30, 2023 and December 31, 2022, respectively	371,923	317,423
Inventory, net	20,929,486	13,532,475
Inventory deposits	238,068	5,182,045
Forward purchase contract asset	2,101,424	0
Prepaid expenses and other current assets	752,391	368,117
Total current assets	32,493,030	24,881,020
Property and equipment, net	1,730,670	1,422,293
Right of use assets	3,346,958	3,241,705
Deposits	131,257	109,539
Total assets	37,701,915	29,654,557
Current liabilities:
Current portion of loan payable	0	11,377,297
SAFE notes	0	51,600,000
Accounts payable	8,201,251	1,377,123
Warrants liability	0	14,114,411
Accrued payroll and employee benefits	2,233,598	629,773
Lease liability	718,027	347,131
Accrued expenses	2,294,996	5,196,432
Total current liabilities	13,447,872	84,642,167
Derivative warrant liabilities	3,039,603	0
Convertible note payable	0	5,000,000
Cumulative mandatorily redeemable preferred stock liability	21,465,335	0
Other long-term liabilities	2,605,293	2,503,038
Total liabilities	40,558,103	92,145,205
Commitments and contingencies (Note 7)
Mezzanine equity:
Common stock; $0.0001 par value; 3,734,062 and zero shares contingently redeemable, respectively at September 30, 2023 and December 31, 2022	39,523,511	0
Stockholders’ deficit:
Common stock; $0.0001 par value; 38,020,283 and 21,902,477 shares issued and outstanding, respectively at September 30, 2023 and December 31, 2022	3,802	2,190
Additional paid-in capital	76,075,014	42,500,855
Accumulated deficit	(118,458,233)	(104,993,411)
Accumulated other comprehensive loss	(282)	(282)
Total stockholders’ deficit	(42,379,699)	(62,490,648)
Total liabilities, mezzanine equity and stockholders’ deficit	$ 37,701,915	$ 29,654,557

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Allowance for doubtful accounts	$ 40,449	$ 30,429
Mezzanine equity:
Temporary equity, par or stated value per share (USD per share)	$ 0.0001	$ 0.0001
Mezzanine equity, shares outstanding (in shares)	3,734,062	0
Stockholders’ deficit:
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, issued (in shares)	38,020,283	21,902,477
Common stock, outstanding (in shares)	38,020,283	21,902,477
Class A common stock, par value $0.0001 per share
Mezzanine equity:
Mezzanine equity, shares outstanding (in shares)		0

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Net revenues	$ 834,262	$ 5,988,248	$ 1,019,207	$ 15,334,583
Cost of goods sold	853,615	5,621,589	1,921,367	13,957,964
Gross (loss) profit	(19,353)	366,659	(902,160)	1,376,619
Operating expenses:
Research and development	1,011,633	901,058	3,147,943	2,716,351
Sales and marketing	1,308,928	909,871	3,522,731	2,790,657
General and administrative	4,806,693	2,626,179	14,235,262	6,975,600
Total operating expenses	7,127,254	4,437,108	20,905,936	12,482,608
Loss from operations	(7,146,607)	(4,070,449)	(21,808,096)	(11,105,989)
Other expense (income):
Interest expense	1,291,851	918,035	3,292,932	1,223,254
Unrealized fair value adjustments	14,895,081	5,170,186	(10,891,144)	32,128,614
Other (income) expense, net	(3,380,090)	4,428	(745,062)	5,864
Loss before income taxes	(19,953,449)	(10,163,098)	(13,464,822)	(44,463,721)
Income tax expense	0	0	0	0
Net loss	(19,953,449)	(10,163,098)	(13,464,822)	(44,463,721)
Cumulative preferred stock dividends	45,803	451,895	978,752	1,283,334
Net loss attributable to common stockholders	$ (19,999,252)	$ (10,614,993)	$ (14,443,574)	$ (45,747,055)
Net loss per share attributable to common stockholders - basic (in dollars per share)	$ (0.74)	$ (6.65)	$ (1.40)	$ (29.57)
Net loss per share attributable to common stockholders - diluted (in dollars per share)	$ (0.74)	$ (6.65)	$ (1.40)	$ (29.57)
Weighted average number of common shares outstanding - basic (in shares)	26,944,552	1,595,724	10,290,182	1,546,928
Weighted average number of common shares outstanding - diluted (in shares)	26,944,552	1,595,724	10,290,182	1,546,928

XML

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN MEZZANINE AND STOCKHOLDERS' DEFICIT - USD ($)	Total	Financings and Lawrie Notes	SAFE Notes	Previously Reported	Revision of Prior Period, Adjustment	Seed Preferred Stock Pre-2023 Seed, Seed-1 and Seed-2 Preferred	Seed Preferred Stock Pre-2023 Seed, Seed-1 and Seed-2 Preferred Previously Reported	Seed Preferred Stock Pre-2023 Seed, Seed-1 and Seed-2 Preferred Revision of Prior Period, Adjustment	Additional Paid-in Capital	Additional Paid-in Capital Previously Reported	Additional Paid-in Capital Revision of Prior Period, Adjustment	Common	Common Financings and Lawrie Notes	Common SAFE Notes	Common Previously Reported	Common Revision of Prior Period, Adjustment	Additional Paid-in Capital	Additional Paid-in Capital Financings and Lawrie Notes	Additional Paid-in Capital SAFE Notes	Additional Paid-in Capital Previously Reported	Additional Paid-in Capital Revision of Prior Period, Adjustment	Accumulated Deficit	Accumulated Deficit Previously Reported	Accumulated Deficit Revision of Prior Period, Adjustment	Accumulated Other Comprehensive Loss	Accumulated Other Comprehensive Loss Previously Reported	Accumulated Other Comprehensive Loss Revision of Prior Period, Adjustment
Beginning balance (in shares) at Dec. 31, 2021						0	2,099,942,360	(2,099,942,360)				0			0	0
Beginning balance at Dec. 31, 2021	$ 0			$ 24,166,212	$ (24,166,212)	$ 0	$ 2,099,942	$ (2,099,942)	$ 0	$ 22,066,270	$ (22,066,270)	$ 0			$ 0	$ 0
Beginning balance (in shares) at Dec. 31, 2021												20,396,416			217,588,804	(197,192,388)
Beginning balance at Dec. 31, 2021	(23,160,308)			(47,326,520)	24,166,212							$ 2,040			$ 21,759	$ 19,719	$ 29,482,086			$ 5,296,155	$ 24,185,931	$ (52,644,152)	$ (52,644,152)	$ 0	$ (282)	$ (282)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of shares for common stock (in shares)												55,068
Issuance of shares for common stock	2,347											$ 5					2,342
Stock-based compensation	138,007																138,007
Net loss	(7,937,071)																					(7,937,071)
Ending balance (in shares) at Mar. 31, 2022												20,451,484
Ending balance at Mar. 31, 2022	(30,957,025)											$ 2,045					29,622,435					(60,581,223)			(282)
Beginning balance (in shares) at Dec. 31, 2021						0	2,099,942,360	(2,099,942,360)				0			0	0
Beginning balance at Dec. 31, 2021	0			24,166,212	(24,166,212)	$ 0	$ 2,099,942	$ (2,099,942)	0	$ 22,066,270	$ (22,066,270)	$ 0			$ 0	$ 0
Beginning balance (in shares) at Dec. 31, 2021												20,396,416			217,588,804	(197,192,388)
Beginning balance at Dec. 31, 2021	(23,160,308)			(47,326,520)	24,166,212							$ 2,040			$ 21,759	$ 19,719	29,482,086			5,296,155	24,185,931	(52,644,152)	(52,644,152)	0	(282)	(282)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(44,463,721)
Ending balance (in shares) at Sep. 30, 2022												21,332,464
Ending balance at Sep. 30, 2022	(56,164,743)											$ 2,133					40,941,279					(97,107,873)			(282)
Beginning balance (in shares) at Mar. 31, 2022												20,451,484
Beginning balance at Mar. 31, 2022	(30,957,025)											$ 2,045					29,622,435					(60,581,223)			(282)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of shares for common stock (in shares)												37,918
Issuance of shares for common stock	12,134											$ 4					12,130
Shares issued on warrant exercises (in shares)												789,206
Shares issued on warrant exercises	10,625,991											$ 79					10,625,912
Stock-based compensation	339,821																339,821
Net loss	(26,363,552)																					(26,363,552)
Ending balance (in shares) at Jun. 30, 2022												21,278,608
Ending balance at Jun. 30, 2022	(46,342,631)											$ 2,128					40,600,298					(86,944,775)			(282)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of shares for common stock (in shares)												53,856
Issuance of shares for common stock	53,556											$ 5					53,551
Stock-based compensation	287,430																287,430
Net loss	(10,163,098)																					(10,163,098)
Ending balance (in shares) at Sep. 30, 2022												21,332,464
Ending balance at Sep. 30, 2022	$ (56,164,743)											$ 2,133					40,941,279					(97,107,873)			(282)
Beginning balance (in shares) at Dec. 31, 2022	0
Beginning balance at Dec. 31, 2022	$ 0
Beginning balance (in shares) at Dec. 31, 2022	21,902,477											21,373,035			242,302,003	(220,928,968)
Beginning balance at Dec. 31, 2022	$ (62,490,648)			(97,282,851)	34,792,203							$ 2,137			$ 24,230	$ 22,093	42,500,908			7,686,612	34,814,296	(104,993,411)	(104,993,411)	0	(282)	(282)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of shares for common stock (in shares)												12,273
Issuance of shares for common stock	26,340											$ 1					26,339
Stock-based compensation	1,515,816																1,515,816
Net loss	(10,032,916)																					(10,032,916)
Ending balance (in shares) at Mar. 31, 2023												21,385,308
Ending balance at Mar. 31, 2023	$ (70,981,408)											$ 2,138					44,043,063					(115,026,327)			(282)
Beginning balance (in shares) at Dec. 31, 2022	0
Beginning balance at Dec. 31, 2022	$ 0
Increase (Decrease) in Temporary Equity [Roll Forward]
Contingently redeemable shares of common stock purchased pursuant to Forward Purchase Agreement (in shares)												3,534,492
Contingently redeemable shares of common stock purchased pursuant to Forward Purchase Agreement	37,560,166								37,559,813			$ 353
Shares sold and no longer contingently redeemable; reclassified to permanent equity (in shares)												(51,624)
Shares sold under Forward Purchase Agreement and reclassified to permanent equity	(548,595)								(548,590)			$ (5)
Contingently redeemable shares of common stock issued pursuant to terms of FPA Funding Amount PIPE Subscription Agreement (in shares)												251,194
Contingently redeemable shares of common stock issued pursuant to terms of FPA Funding Amount PIPE Subscription Agreement	$ 2,511,940								2,511,915			$ 25
Ending balance (in shares) at Sep. 30, 2023	3,734,062					0						3,734,062
Ending balance at Sep. 30, 2023	$ 39,523,511					$ 0			39,523,138			$ 373
Beginning balance (in shares) at Dec. 31, 2022	21,902,477											21,373,035			242,302,003	(220,928,968)
Beginning balance at Dec. 31, 2022	$ (62,490,648)			$ (97,282,851)	$ 34,792,203							$ 2,137			$ 24,230	$ 22,093	42,500,908			$ 7,686,612	$ 34,814,296	(104,993,411)	$ (104,993,411)	$ 0	(282)	$ (282)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	$ (13,464,822)
Ending balance (in shares) at Sep. 30, 2023	38,020,283											38,020,283
Ending balance at Sep. 30, 2023	$ (42,379,699)											$ 3,802					76,075,014					(118,458,233)			(282)
Beginning balance (in shares) at Mar. 31, 2023												21,385,308
Beginning balance at Mar. 31, 2023	(70,981,408)											$ 2,138					44,043,063					(115,026,327)			(282)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of shares for common stock (in shares)												2,637,861
Issuance of shares for common stock	14,360,522											$ 264					14,360,258
Stock-based compensation	1,280,436																1,280,436
Net loss	16,521,543																					16,521,543
Ending balance (in shares) at Jun. 30, 2023												24,023,169
Ending balance at Jun. 30, 2023	$ (38,818,907)											$ 2,402					59,683,757					(98,504,784)			(282)
Ending balance (in shares) at Sep. 30, 2023	3,734,062					0						3,734,062
Ending balance at Sep. 30, 2023	$ 39,523,511					$ 0			$ 39,523,138			$ 373
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of shares for common stock (in shares)												938,421
Issuance of shares for common stock	4,855,686											$ 94					4,855,592
Shares issued for conversion (in shares)													1,712,500	4,090,384
Shares issued for conversion		$ 8,107,077	$ 24,787,728										$ 171	$ 409				$ 8,106,906	$ 24,787,319
Conversion and exchange of Electriq warrants for shares of New Electriq common stock at merger close (in shares)												360,603
Conversion and exchange of Electriq warrants for shares of New Electriq common stock in connection with the Business Combination	2,185,254											$ 36					2,185,218
Issuance of shares of common stock from reverse recapitalization (in shares)												3,227,222
Issuance of shares of common stock from reverse recapitalization	(26,185,162)											$ 323					(26,185,485)
Issuance of public warrants	1,600,000																1,600,000
Restricted stock awards granted (in shares)												3,616,360
Restricted stock awards granted	362											$ 362
Shares no longer contingently redeemable; reclassified to permanent equity from mezzanine equity (in shares)												51,624
Contingently redeemable shares reclassified from mezzanine equity to permanent equity in connection with the Business Combination	548,595											$ 5					548,590
Stock-based compensation	493,117																493,117
Net loss	$ (19,953,449)																					(19,953,449)
Ending balance (in shares) at Sep. 30, 2023	38,020,283											38,020,283
Ending balance at Sep. 30, 2023	$ (42,379,699)											$ 3,802					$ 76,075,014					$ (118,458,233)			$ (282)

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net loss	$ (13,464,822)	$ (44,463,721)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	3,289,369	765,258
Accretion of discount and dividends on cumulative mandatorily redeemable preferred stock	1,319,145	0
Unrealized fair value adjustments	(10,891,144)	32,128,614
Depreciation and amortization	123,308	119,388
Amortization of right of use assets	507,511	163,626
Settlement gain	(5,641,658)	0
Write-off of inventory deposits	5,040,689	0
Changes in assets and liabilities:
Accounts receivable, net	(54,500)	(963,629)
Inventory	(1,853,445)	(4,119,767)
Inventory deposits	(96,712)	(2,488,479)
Prepaid expenses and other current assets	(384,274)	(23,948)
Deposits	(21,718)	(900,160)
Accounts payable	6,660,128	(630,627)
Accrued expenses and other current liabilities	(7,274,682)	1,851,794
Other long-term liabilities	(470,168)	210,976
Net cash used in operating activities	(23,212,973)	(18,350,675)
Cash flows from investing activities:
Acquisition of property and equipment	(431,685)	(834,132)
Other	(4,923)	(3,798)
Net cash used in investing activities	(436,608)	(837,930)
Cash flows from financing activities:
Proceeds from loan payable	0	11,200,000
Payments on loans payable and note conversions	(3,584,989)	(1,333,027)
Proceeds from convertible note payable	3,500,000	0
Proceeds received from Business Combination	1,820	0
Proceeds from issuance of cumulative mandatorily redeemable preferred stock	9,550,792	0
Proceeds from conversion of warrants for preferred stock	0	693,000
Proceeds from issuance of common stock, net of issuance costs	17,439,776	95,614
Payment of equity issuance costs	(594,040)	0
Other	(45,000)	(40,000)
Net cash provided by financing activities	26,268,359	10,615,587
Net increase (decrease) in cash	2,618,778	(8,573,018)
Cash, beginning of period	5,480,960	12,730,198
Cash, end of period	8,099,738	4,157,180
Supplemental disclosures of cash flow information:
Interest paid	1,601,660	130,890
Taxes paid	0	0
Right of use assets obtained in exchange for lease obligations	787,764	1,200,086
Non-cash financing activities:
Conversion of Electriq’s SAFE notes into shares of common stock at Closing Date of Business Combination	24,787,728	0
Conversion and exchange of Electriq warrants for shares of common stock at Closing Date of Business Combination	2,185,254	0
Retroactive conversion of pre-2023 seed preferred stock to shares of common stock upon Business Combination	34,792,203	0
Supplemental disclosure of non-cash notes conversion agreements:
Decrease in loans payable	(11,377,297)	(1,333,027)
Total principal payments on loan payable	(3,584,989)	(1,333,027)
Proceeds from issuance of cumulative mandatorily redeemable preferred stock	9,550,792	0
Proceeds from issuance of common stock, net of issuance costs	17,439,776	95,614
Series B Preferred Stock
Cash flows from financing activities:
Proceeds from issuance of cumulative mandatorily redeemable preferred stock	9,550,792	0
Supplemental disclosure of non-cash notes conversion agreements:
Non-cash principal portion converted to cumulative mandatorily redeemable preferred stock and common stock	7,792,308	0
Stock issued	15,959,393	0
Non-cash portion converted to cumulative mandatorily redeemable preferred stock	(6,408,601)	0
Proceeds from issuance of cumulative mandatorily redeemable preferred stock	9,550,792	0
Common
Cash flows from financing activities:
Proceeds from issuance of common stock, net of issuance costs	17,439,776	95,614
Supplemental disclosure of non-cash notes conversion agreements:
Stock issued	27,323,483	95,614
Non-cash portion allocated to common stock from note conversion agreements	(9,883,707)	0
Proceeds from issuance of common stock, net of issuance costs	$ 17,439,776	$ 95,614

XML

Organization and Description of Business

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Description of Business

Organization and Description of Business

Electriq Power Holdings, Inc. (formerly known as TLG Acquisition One Corp. “TLG” prior to July 31, 2023, the Closing Date (as defined below) and on and after the Closing Date, the “Company” or “Electriq”) is a leading energy solutions provider that designs, develops, manages, delivers and services integrated energy storage systems for residential applications primarily in North America.

The Company sells its integrated energy storage systems through a network of channel partners, including solar and electrical distributors and installation companies, utility companies, municipalities, community choice aggregators and homebuilders. The Company has also historically sold its products through partnerships with large strategic corporations where it has rebranded the Company’s products (“white-label”) and, while the Company currently has no such partnerships, it continues to seek such partnerships.

Electriq’s wholly owned subsidiaries are Electriq Power Labs, Inc., formed in Canada in June 2016 and closed in January 2021, EIQP Limited, formed in Hong Kong in December 2016 and closed in July 2021, Parlier Home Solar, LLC, formed in California in April 2021, and Santa Barbara Home Power Program, LLC, formed in California in September 2022. Electriq has an 80% owned subsidiary, Electriq Microgrid Services LLC, formed in Delaware in May 2022.

Business Combination and Related Transactions

On July 31, 2023 (the “Closing Date”), the Company consummated the previously announced merger (the “Business Combination”) pursuant to that certain Agreement and Plan of Merger, dated November 13, 2022 (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, the “Merger Agreement”), among the Company, Eagle Merger Corp., a Delaware corporation and wholly-owned subsidiary of TLG (“Merger Sub”), and Electriq Power, Inc. (“Legacy Electriq”). Pursuant to the Merger Agreement, on the Closing Date, Merger Sub merged with and into Legacy Electriq, with Legacy Electriq continuing as the surviving corporation and as a wholly-owned subsidiary of TLG and the Legacy Electriq equity holders became the equity holders of TLG (the “Closing”). In connection with the Closing, TLG changed its name to Electriq Power Holdings, Inc.

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 (“TLG 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 the 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.

The Business Combination is accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). TLG is not considered a business pursuant to Accounting Standards Codification Topic (“ASC”) 805, and business combination guidance does not apply to this transaction. When business combination guidance in ASC 805 doesn’t apply, the transaction is accounted for in a manner that is similar to a reverse acquisition, which is often referred to as a reverse merger. TLG’s only pre-combination identifiable assets were the cash received from its public investors, and it did not meet the definition of a business as defined in ASC 805. As a result, the reverse merger is being accounted for as a reverse recapitalization, similar to a reverse acquisition between an operating company and a shell company. We further performed a voting model evaluation under the provisions of ASC 810, “Consolidations,” and have concluded that Electriq demonstrates voting interest control as determined under the voting model subsections of ASC 810 and is the accounting acquirer. The Electriq stockholders maintained ownership and voting rights of more the 50% in the

combined company; therefore, Electriq will consolidate TLG. The Merger Transaction is accounted for as the equivalent of a capital transaction in which Electriq, the accounting acquirer, is issuing stock for the net assets of TLG, and is considered to be the equivalent of the operating company, Electriq, issuing shares for the net monetary assets of TLG, followed by a recapitalization. The net assets of TLG are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination reflect those of Legacy Electriq.

As part of the Business Combination, Legacy Electriq equity holders received aggregate merger consideration, consisting of 27,500,000 shares of TLG’s common stock, par value $0.0001 per share, at an assumed value of $10.00 per share or $275,000,000, plus 3,528,750 additional shares of TLG common stock, being equal to the quotient obtained by dividing (x) the amount of equity raised by Legacy Electriq in any equity, debt or similar investments obtained by Legacy Electriq prior to closing of the Merger in connection with a private capital raise, by (y) $8.00. In addition, holders of Legacy Electriq’s Series B Cumulative Redeemable Preferred Stock, par value $0.0001 per share received 1,411,500 shares of TLG’s Series A Cumulative Redeemable Preferred Stock, par value $0.0001 per share, being equal to the number of shares of Legacy Electriq Cumulative Redeemable Series B preferred stock outstanding immediately prior to the closing of the Merger multiplied by the Exchange Ratio. The TLG preferred stock has a cumulative dividend, payable in kind, of 15% per share, plus any accrued and unpaid dividends on each such share, and is subject to mandatory redemption on the third anniversary of the original issue date of such shares, payable either in cash or in TLG common stock, at the option of the holder. As part of the merger consideration, holders of Legacy Electriq’s options not exercised prior to the Business Combination received replacement options to purchase shares of TLG common stock based on the value of the merger consideration per share of Legacy Electriq common stock.

In June 2023, certain investors entered into subscription agreements with Legacy Electriq to purchase shares of Electriq common stock for $18.1 million, including (i) $10.0 million from John Michael Lawrie, the Chief Executive Officer of TLG and Chairman of the TLG board of directors, (ii) $4.5 million from an affiliate of an existing Legacy Electriq stockholder, (iii) $2.5 million in the aggregate from funds managed by GBIF Management Ltd. and another Legacy Electriq stockholder, and (iv) $1.1 million from new Legacy Electriq investors (“Pre-Closing Financings”). In addition, on June 8, 2023, certain noteholders of Legacy Electriq entered into subscription agreements with Legacy Electriq pursuant to which such investors converted approximately $10.1 million of Legacy Electriq notes, including accrued interest (excluding the Lawrie notes (as defined below)), into shares of Legacy Electriq common stock plus additional shares of Legacy Electriq common stock and Legacy Electriq cumulative preferred stock as an incentive (“Pre-Closing Loan Conversions”).

In connection with the Pre-Closing Financings and Pre-Closing Loan Conversions, Mr. Lawrie, the Additional Investor, the Pre-Closing Electriq Investors and the Electriq noteholders received shares of Electriq common stock and shares of Electriq cumulative mandatorily redeemable Series B preferred stock as an incentive for their investment. Upon conversion in the Merger, the shares of Electriq common stock and Electriq cumulative mandatorily redeemable Series B preferred stock received in the Electriq Incentive converted into shares of TLG common stock and shares of TLG cumulative mandatorily redeemable Series A preferred stock.

In June and July 2023, certain investors entered into subscription agreements with TLG to purchase 650,000 shares of TLG common stock for $6.5 million, including (i) $5.0 million from Mr. Lawrie for 500,000 shares of TLG common stock and (ii) $1.5 million from other Electriq investors to purchase 150,000 shares of TLG common stock. In connection with the Closing Financings, Mr. Lawrie and the other Electriq investors received, as an incentive for their investment, 250,000 shares and 75,000 shares, respectively, of TLG preferred stock at Closing.

On June 8, 2023, Mr. Lawrie signed an agreement pursuant to which Mr. Lawrie’s two secured convertible promissory notes (the “Lawrie notes”) in the aggregate amount of $8.5 million were converted into 1,062,500 shares of TLG common stock and 425,000 shares of TLG preferred stock. In addition, pursuant to an amendment to the Sponsor Agreement signed on June 8, 2023, at the Closing, the Sponsor (i) relinquished and cancelled, for no consideration, an additional 3,270,652 shares of its TLG Class F common stock and all of the 4,666,667 private placement warrants that it received in connection with TLG’s initial public offering. Immediately prior to the Closing Date of the merger, TLG had 5,000,000 shares of its TLG Class F common stock issued and outstanding. Upon completion of the Business Combination, 1,729,348 former shares of Class F Common Stock were recapitalized as Class A common stock in New Electriq. Further, the non-redemption of 211,797 shares of TLG

common stock also resulted in an increase in shares of New Electriq common stock immediately after the Closing Date. The Sponsor Amendment also provided that Sponsor would convert all Working Capital Loans into shares of TLG common stock, TLG preferred stock and warrants at Closing. At Closing, all TLG Operating Expenses totaling $9.1 million, including approximately $7.2 million of Working Capital Loans, were converted into 756,635 shares of TLG common stock, 378,318 of TLG preferred stock and 1,000,000 warrants with terms identical to the terms of the Sponsor IPO Private Placement Warrants. On September 21, 2023, the Company and Sponsor acknowledged and agreed (the “Acknowledgment”) that the Sponsor Amendment was intended to provide for the conversion into TLG Common Stock and TLG Preferred Stock of all TLG Operating Expenses and not solely the Working Capital Loans. Given that the full amount of the TLG Operating Expenses was so converted at Closing, no adjustments to the TLG securities issued at Closing to Sponsor were required as a result of the Acknowledgment.

TLG’s public units were separated into their component securities upon consummation of the Business Combination and, as a result, no longer trade as a separate security and were delisted from NYSE.

At the Closing Date, pursuant to the terms of the Merger Agreement and after giving effect to the redemptions of TLG Class A common stock by public stockholders of TLG:

•each share of Legacy Electriq common stock issued and outstanding immediately prior to the Closing (excluding shares owned by Legacy Electriq or any of its direct or indirect wholly-owned subsidiaries as treasury stock or by TLG) was cancelled and converted into the right to receive a number of shares of TLG Class A common stock equal to one (1) multiplied by the Exchange Ratio of $0.007583541 per share; total shares of TLG Class A common issued on conversion at the Exchange Ratio on the Closing Date were 5,409,014 shares.

•each share of Legacy Electriq cumulative mandatorily redeemable Series B preferred stock issued and outstanding immediately prior to the Closing was cancelled and converted into the right to receive a number of shares of TLG’s cumulative mandatorily redeemable Series A preferred stock, par value $0.0001 per share (“TLG preferred stock”), equal to one (1) multiplied by the Exchange Ratio;

•Legacy Electriq pre-2023 preferred stock was converted into 20,064,970 shares of TLG common stock on the Closing Date, including additional shares issued as a result of applying an anti-dilution factor and the conversion of accumulated dividends on pre-2023 seed preferred stock. Such securities were considered fully exercised;

•all outstanding SAFE notes were converted into 4,090,384 shares of Class A common stock in TLG at a fair value of approximately $6.06 per share at the Closing Date;

•outstanding Legacy Electriq warrants immediately prior to the Closing Date with a fair value of $2,185,254 were exchanged into 360,603 shares of Class A common stock in TLG. The warrants were exchanged on a cashless basis;

•each outstanding vested and unvested Legacy Electriq stock option was assumed by TLG, cancelled and converted into an option to purchase a number of shares of Class A common stock equal to (a) the product of the number of shares of Legacy Electriq common stock underlying such Legacy Electriq stock option immediately prior to the Closing multiplied by the Exchange Ratio at an exercise price per share equal to the quotient obtained by dividing (A) the exercise price per share of Legacy Electriq common stock underlying such Legacy Electriq stock option immediately prior to the Closing by (B) the Exchange Ratio; and

•the $8.5 million Notes with the SPAC Executive (“SPAC Executive Notes”) converted into equity securities of TLG in accordance with the terms of the Notes Conversion Agreement. See Note 5.

On August 1, 2023, the Company’s Class A common stock and warrants to purchase Class A common stock of the Company began trading on the NYSE and NYSE American, respectively, under the symbols “ELIQ” and “ELIQ WS,” respectively.

The source and total number of shares of Class A common stock outstanding immediately after the completion of the Business Combination as of the July 31, 2023 Closing Date is as follows:

Conversions of pre-2023 preferred stock	20,064,970
Conversions of SAFE notes	4,090,384
Conversions of Legacy Electriq warrants	360,603
Conversions of Legacy Electriq common stock, including common stock issued in pre-closing financings executed prior to the completion of the Business Combination	5,409,014
Common stock issued in the conversion of the Working Capital Loan at the Closing Date	756,635
Common stock issued in the conversion of the Lawrie notes at the Closing Date	1,712,500
Contingently redeemable shares of common stock purchased by Meteora pursuant to Forward Purchase Agreement	3,534,492
Additional contingently redeemable shares of common stock issued to Meteora pursuant to subscription agreement	251,194
Common stock issued from non-redemptions	211,797
Recapitalization of Class F shares of TLG into shares of Class A common stock	1,729,348
Total shares of Class A common stock outstanding as of Closing Date	38,120,937

On July 31, 2023, 29,924,971 shares of common stock and 1,411,500 shares of TLG preferred stock were issued to Electriq stockholders, and 2,720,329 shares of common stock and 1,178,318 shares of TLG preferred stock were issued in connection with the Closing Financings. After giving effect to the foregoing issuances, 38,120,937 shares of Class A common stock and 2,589,818 shares of TLG preferred stock were outstanding. Stockholders holding 7,736,608 of TLG’s public shares exercised their right to redeem such shares for a pro rata portion of the funds in TLG’s Trust Account.

Forward Purchase Agreement

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” and together with MSOF, MCP, and MSTO, the “Seller”) pursuant to which the Seller purchased 3,534,492 shares of TLG common stock from third parties through a broker in the open market (“Recycled Shares”).

The Forward Purchase Agreement provided that $3,000,000 (the “Prepayment Shortfall”) would be paid by Seller to TLG one business day following the Closing (for which amount was 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 (as defined in the Forward Purchase Agreement) until the earlier of such time as the proceeds from such sales equal 100% of the Prepayment Shortfall (such sales, “Shortfall Sales,” and such Shares, “Shortfall Sale shares”). A sale of shares is only a Shortfall Sale when a Shortfall Sale notice is delivered under the Forward Purchase Agreement, and an Optional Early Termination (as defined in the Forward Purchase Agreement), is delivered. As of September 30, 2023. Seller has submitted Shortfall Sale notices totaling 51,624 shares that it sold through that date for proceeds of $362,163, reducing the remaining Prepayment Shortfall amount to $2,637,837.

The Forward Purchase Agreement provided that Seller would 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 (as defined in the Forward Purchase Agreement) 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, 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.

The Company accounts for the Forward Purchase Agreement as a derivative instrument in accordance with the guidance in ASC 480-10. The instrument is subject to remeasurement at each balance sheet date, with changes in fair value (“FV”) recognized in the statements of operations. See Note 12. The ability of the Company to receive any of the proceeds from the Forward Purchase Agreement is dependent upon factors outside the control of the Company. The initial fair value of the forward purchase contract asset at the Closing Date was $18,475,421, net, which includes a forward purchase contract asset related to the payment of the $37,261,790 (including $189,684 in transaction costs) to Meteora at the Closing Date, offset by the change in the fair value of the forward purchase contract asset of $18,596,685, which has been recorded as a charge to unrealized fair value adjustments in the Company’s condensed consolidated statements of operations. The forward purchase contract asset was classified as a current asset, as its liquidation is reasonably expected to use or require current assets or the creation of current liabilities. See also Note 14.

FPA Funding Amount PIPE Subscription Agreement

On July 23, 2023, TLG entered into a subscription agreement (the “FPA Funding Amount PIPE Subscription Agreement”) with Meteora. Pursuant to the FPA Funding Amount PIPE Subscription Agreement and in connection with the Forward Purchase Agreement, Meteora purchased on the Closing Date, an aggregate of a number of shares of TLG common stock up to the Maximum Number of Shares as set forth in the Forward Purchase Agreement (the “Subscribed Shares”) less the number of Recycled Shares, as defined in the Forward Purchase Agreement, provided, however, that Meteora shall not be required to purchase an amount of shares of TLG common stock, such that following the issuance of the Subscribed Shares, its ownership would not exceed 9.9% ownership of the total shares of TLG common stock outstanding immediately after giving effect to such issuance unless Meteora at its sole discretion waives such 9.9% ownership limitation. As described in Note 9, on July 31, 2023, 251,194 additional shares of Electriq common stock were issued to Seller at approximately $10.00 per share pursuant to the terms of a subscription agreement entered into at Closing in connection with the FPA Funding Amount PIPE Subscription Agreement.

Upon the completion of the Business Combination, the remaining $1.5 million of working capital loans were converted into 1,000,000 warrants at $1.50 per share with terms identical to the terms of the Sponsor IPO Private Placement Warrants. In addition, the Company issued 50,000 shares of cumulative redeemable Series A preferred stock to certain stockholders subject to the Non-Redemption Agreement and 378,318 shares of cumulative redeemable Series A preferred stock to reflect the Working Capital Loan Conversion. The shares of Electriq preferred stock issued in connection with the Financing Transactions have been reflected in the condensed consolidated balance sheet as liabilities at fair value pursuant to ASC 480. The carrying value of the Electriq preferred stock is accreted to its redemption value over the three-year period ending in the redemption date. The Company utilized a third-party valuation specialist to determine the fair value of the preferred stock. The fair value calculation was based on a variety of assumptions, including the use of a market yield to discount the future payout to present value and applying a discount related to the lack of marketability. The preferred stock qualifies as a mandatorily redeemable financial instrument as it embodies an unconditional obligation requiring the issuer to redeem the instrument by transferring its assets at a specified or determinable date (or dates) or upon an event that is certain to occur. In addition, an additional $40,072,106 of Electriq Class A common stock subject to forward purchase contract (and classified as mezzanine equity) was recorded at the Closing Date of the Business Combination to reflect Meteora’s purchase of 3,534,492 shares of TLG Common Stock at approximately $10.63 per share and 251,194 additional shares of TLG at approximately $10.00 per share to reverse previously submitted redemption requests pursuant to the terms of the Forward Purchase Agreement. These shares are classified as mezzanine equity on the balance sheet, as they are contingently redeemable upon the occurrence of certain events

not solely within the control of the Company that allow for the effective redemption of such shares in cash at the option of Meteora.

The following table reflects the preliminary accounting of the net assets acquired and liabilities assumed in exchange for common stock in connection with the Business Combination:

TLG cash balance at Closing Date of Business Combination, including reclassification of TLG cash held in trust, prior to merger related transactions	$	84,471,539
Plus: Proceeds from Meteora’s purchase of 3,534,492 TLG common stock at approximately $10.63 per share and 251,194 additional shares at approximately $10.00 per share to reverse previously submitted redemption requests pursuant to the terms of the forward purchase contract asset	40,072,106
Less: Redemption of approximately 97.3% or 7,736,608 shares of TLG common stock at approximately $10.63 per share	(82,220,659)
Less: Net cash payment to Meteora at Closing Date (including $0.2 million of equity issuance costs associated with the Forward purchase contract asset)	(37,261,790)
Less: TLG pre-close transaction costs paid at Closing Date	(5,059,376)
Net cash acquired in business combination	1,820
Less: Assumed liabilities at Closing Date	(6,646,468)
Less: Cumulative mandatorily redeemable preferred stock incentive shares issued on redemptions and conversion of working capital loan	(4,186,797)
Less: Adjustment of acquired private placement warrants to FV at Closing Date, plus new private placement warrants issued on conversion of working capital loan	(10,160,000)
Less: Prepayment Shortfall (Contingently redeemable common shares purchased by Meteora to reverse previously submitted redemption requests pursuant to terms of Forward Purchase Agreement and additional common shares issued pursuant to terms of FPA Funding Amount PIPE Subscription Agreement, net of prepayment to Meteora at Closing Date)	(3,000,000)
Less: Equity issuance costs on Forward purchase contract asset	(594,040)
Less: Equity classified public warrants post-Business Combination	(1,600,000)
Net charge to Additional paid-in-capital as a result of the Business Combination reported in Stockholders' deficit	$	(26,185,485)

The Company continues to assess its acquired assets and assumed liabilities as of the filing date.

The Company’s fiscal year begins on January 1 and ends on December 31.

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Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Basis of Reporting

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, certain disclosures included in the annual financial statements have been condensed or omitted from these unaudited condensed consolidated financial statements as they are not required for interim financial statements under GAAP and the rules of the SEC. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023 or any future period.

The Unaudited condensed consolidated financial statements presented herein have been prepared by the Company in accordance with the accounting policies described in its December 31, 2022 Consolidated Financial Statements, included in Form S-1 which was determined effective on November 13, 2023, and should be read in conjunction with the Notes to condensed consolidated financial statements which appear herein.

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of Electriq, its wholly-owned subsidiaries and its 80% owned subsidiary for which it has controlling interest. All significant intercompany balances and transactions have been eliminated in consolidation.

The Company’s revenues, expenses, assets and liabilities are primarily denominated in U.S. dollars, and as a result, the Company has adopted the U.S. dollar as its functional and reporting currency.

Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. However, substantial doubt about the Company’s ability to continue as a going concern exists. Through September 30, 2023, the Company has incurred recurring losses from operations and negative operating cash flows, and as of September 30, 2023 has recorded an accumulated deficit of $118,458,233. As disclosed in Note 7, in December 2022, the Company received a notice from its major customer, Kohler Co. (“White-Label Provider”), of its intent to terminate its contract. On May 19, 2023, it entered into a settlement with the customer. As a result, the Company experienced a significant decline in revenue during the three and nine months ended September 30, 2023, which is consistent with its revised forecast for the year ending December 31, 2023. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The continuation of the Company as a going concern is dependent upon improving its profitability through the introduction of new products and service offerings, including the successful execution of its sustainable communities network and microgrid offerings from customer agreements entered into in 2022 and 2023, as well as the continuing financial support from its stockholders or other debt or capital sources. The Company is currently evaluating strategies to obtain the additional required funding for its future operations. These strategies include, but are not limited to, obtaining equity financing, issuing debt or entering into financing arrangements, and as reflected in Note 1, funds that were received as part of the Pre-Closing and Closing Financings and Notes Conversion Agreements associated with the Business Combination. The Company’s ability to raise additional capital through the sale of equity or convertible debt securities could be significantly impacted by the resale of shares of Class A common stock by selling securityholders, which could result in a significant decline in the trading price of the Company’s Class A common stock and potentially hinder its ability to raise capital at terms that are acceptable. In addition, debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting the Company’s ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, or substantially reduce our operations. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.

These unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities and reported expenses that may result if the Company is not able to continue as a going concern.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions include the useful lives of property and equipment; inventory; stock-based compensation; warrants; derivatives; preferred stock; Forward Purchase Agreement; Simple Agreement for Future Equity (“SAFE”) notes; convertible notes; income taxes; and reserves for warranties.

Trade Accounts Receivable

Accounts receivable are recorded at original invoice amount less an allowance for uncollectible accounts that the Company believes will be adequate to absorb estimated losses on existing balances. The Company estimates the allowance based on collectability of accounts receivable, historical bad debts loss rate experience and expectations of forward looking estimates. Accounts receivable balances are written off against the allowance upon the Company’s determination such accounts are uncollectible. Recoveries of accounts receivable previously written off are recorded when received. Management believes credit risks on accounts receivable will not be material to the financial position of the Company or its results of operations. The allowance for doubtful accounts was $40,449 and $30,429 as of September 30, 2023 and December 31, 2022, respectively. The Company did not record any net charges in the provision for expected credit losses or any write-offs against the allowance during the three months ended September 30, 2023. The Company recorded a net charge in the provision for expected credit losses and write-offs charged against the allowance of $10,020 and zero, respectively, in the nine months ended September 30, 2023. The Company recorded net charges in the provision for expected credit losses of $72,791 in both the three and nine months ended September 30, 2022, and write-offs charged against the allowance of $89,196 and $263,784, respectively, in the three and nine months ended September 30, 2022. Customary terms generally require payment within 30 to 90 days and, for certain customers, deposits may be required in advance of shipment.

Comprehensive Loss

The Company applies Accounting Standards Codification Topic (“ASC”) Topic 220 (Reporting Comprehensive Income) which requires that all items that are recognized under accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. The items of other comprehensive income that are typically required to be displayed are foreign currency items, minimum pension liability adjustments, and unrealized gains and losses on certain investments in debt and equity securities. For the three and nine months ended September 30, 2023 and 2022, the Company had no unrealized gains or losses.

Segment Information

ASC 280-10, Segment Reporting (“ASC 280-10”), establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. ASC 280-10 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. During the three and nine months ended September 30, 2023 and 2022, the Company sold its integrated energy storage systems through its partners and operated as one segment. Therefore, the consolidated information disclosed herein also represents all the financial information related to the Company’s operating segment.

Research and Development

The Company accounts for research and development costs in accordance with the ASC 730-10, Research and Development. Under ASC 730-10, all research and development costs must be charged to expense as incurred.

Shipping and Handling Fees

Shipping and handling fees billed to customers, as well as the costs associated with shipping goods to customers, are recorded within selling, general and administrative expenses. During the three months ended September 30, 2023 and 2022, the Company incurred $6,645 and $9,970, respectively, and during the nine months ended September 30, 2023 and 2022, the Company incurred $16,181 and $29,435, respectively, which is recorded in general and administrative in the condensed consolidated statements of operations.

Advertising

The Company charges the cost of advertising to expense as incurred. During the three months ended September 30, 2023 and 2022, the Company incurred $440,618 and $148,215, respectively, and during the nine months ended September 30, 2023 and 2022, the Company incurred $1,122,791 and $628,826, respectively, which is recorded in sales and marketing in the condensed consolidated statements of operations.

Concentration of Credit Risks and Other Risks and Uncertainties

Financial instruments potentially subjecting the Company to concentrations of credit risk consist principally of cash and accounts receivable. Cash is mainly deposited on demand at one financial institution in the U.S. At times, such deposits may be in excess of insured limits. The Company has not experienced any losses on its deposits of cash.

The Company’s accounts receivables are derived from revenue earned from customers located throughout the world. When necessary, the Company performs credit evaluations of its customers’ financial condition and sometimes requires partial payment in advance of shipping. As of September 30, 2023 and December 31, 2022, the Company had two customers accounting for 70% and 19% of accounts receivable, and three customers accounting for 30%, 27% and 20% of accounts receivable, respectively. For the nine months ended September 30, 2023 and 2022, the Company had two customers accounting for 58% and 19% of its revenue, and one customer accounting for 90% of its revenue, respectively.

On December 12, 2022, a customer, which accounted for 87% of the Company’s revenue for the year ended December 31, 2022, provided notice of its intent to terminate the contract claiming the Company breached its agreement with them. On May 19, 2023, the Company entered into a settlement with the customer. As a result, the Company experienced a significant decline in revenue during the three and nine months ended September 30, 2023, which is consistent with its revised forecast for the year ending December 31, 2023.

Income Taxes

The Company and its subsidiaries account for income taxes in accordance with ASC 740, Income Taxes. ASC 740 prescribes the use of the liability method, whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates that will be in effect when the differences are expected to reverse.

Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. Deferred tax assets are evaluated for future realization and reduced by a valuation allowance to the extent the Company believes they will not be realized.

The Company accounts for uncertain tax positions in accordance with ASC 740. ASC 740-10 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative probability) likely to be realized upon ultimate settlement.

The Company classifies interest and penalties related to income taxes, if any, as a component of income tax expense in its condensed consolidated statements of operations.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed consolidated balance sheets, primarily due to their short-term nature, except for the derivative warrant liabilities and the forward purchase contract asset (see Note 12).

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest

priority to unobservable inputs (Level 3 measurements). These tiers include:

• Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

• Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Derivative Warrants Liability

The Company does not use derivative instruments to hedge exposures to cashflow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. The preferred stock warrants were for contingently redeemable preferred stock, and as such, the preferred stock warrants were classified as a liability in warrants liability in the condensed consolidated balance sheets. The common stock warrants were legally detachable, transferable, and exercisable into a variable number of shares, and as such were classified as a liability in warrants liability in the condensed consolidated balance sheets. The warrants liability is subject to a fair value remeasurement each period with an offsetting adjustment reflected in unrealized fair value adjustments in the condensed consolidated statements of operations.

The Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. The Private Placement Warrants failed the indexation guidance in ASC 815-40. Provisions within the warrant agreement preclude the Private Placement Warrants from being considered indexed to the Company’s own stock, and thus the Private Placement Warrants are classified as a liability measured at fair value. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and remeasures to fair value at each reporting period. Changes in fair value are recognized in the Company’s condensed consolidated statements of operations.

The Company’s Private Placement Warrants have been measured to fair value using the option-pricing method. See Note 11. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

As a result of the Business Combination, Public Warrants were recorded at a fair value of $1,600,000 in equity at the Closing Date. After completion of the Business Combination, Electriq has only a single class of participating securities. Therefore, in the event of a tender offer of more than 50% of outstanding equity, a change of control would occur and settlement of warrants in cash or other assets would not preclude equity classification under ASC 815-40-25. Further the Company notes that there are no settlement features that otherwise preclude the public warrants from being considered fixed-for-fixed under ASC 815-40-15 and being considered equity classified under

ASC 815-40-25 post-merger. Therefore, Electriq has presented these public warrants as equity classified instruments.

Forward Purchase Contract Asset

The Company accounts for the forward purchase contract asset as a derivative instrument in accordance with the guidance in ASC 480-10. The instrument is subject to remeasurement at each balance sheet date, with changes in fair value recognized in the statements of operations. See Note 12. The ability of the Company to receive any of the proceeds from the forward purchase contract asset is dependent upon factors outside the control of the Company. The Company established the fair value of the forward purchase contract asset on the Closing Date of the Business Combination.

The estimated fair value of the forward purchase contract asset was calculated using a Black-Scholes option pricing model and used significant assumptions including the risk free rate and volatility. Given the limited trading history of the Company, the Company utilized the volatility of a peer group of similar public companies.

Forward purchase contract asset was classified as a current asset, as its liquidation is reasonably expected to use or require current assets or the creation of current liabilities.

Contingently Redeemable Class A Common Stock

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. The Company’s Class A common stock is classified as mezzanine equity as it features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. As of September 30, 2023 and December 31, 2022, 3,734,062 and zero, respectively, shares of Class A common stock subject to possible redemption is presented at redemption value as mezzanine equity. See Note 9.

Embedded Derivatives

The Company accounts for embedded derivatives at fair value in accordance with ASC 815-15, Derivatives and Hedging; Embedded Derivatives. Embedded derivatives that are required to be bifurcated from the underlying host instrument are accounted for and valued as a separate financial instrument.

Product Warranties

The Company provides a warranty on all its products, which is the shorter of ten years or when the usage exceeds 7.52 megawatt hours (MWh), except one customer during 2020 and prior where the warranty excludes batteries and limits the inverter warranty to five years. Estimated future warranty costs are accrued and charged to cost of goods sold in the period the related revenue is recognized. These estimates are derived from historical data and trends of product reliability and estimated costs of repairing and replacing defective products.

Stock-based Compensation

Stock-based awards issued to employees, executives and consultants are valued as of the grant date. Corresponding compensation expense is recognized over the applicable vesting period. For awards with a service condition for vesting, the related expense is recognized on a straight-line basis over the entire award’s actual or implied vesting period.

The Company uses the Black-Scholes option pricing model to estimate the fair value of stock-based awards as of the date of grant. This requires management assumptions that involve inherent uncertainties and the application of judgment, including (a) the fair value of the Company’s common stock on the date of the option grant, (b) the expected term of the stock option until its exercise by the recipient, (c) expected stock price volatility over the expected term, (d) the prevailing risk-free interest rate over the expected term, and (e) expected dividend payments over the expected term.

Management estimates the expected term of awarded stock options utilizing the “simplified method” as the Company does not yet have sufficient exercise history. Further, the Company lacked company-specific historical and implied volatility information of its stock. Accordingly, management estimates this expected volatility using its designated peer-group of publicly-traded companies for a look-back period, as of the date of grant, which corresponds with the expected term of the awarded stock option.

The Company estimates the risk-free interest rate based upon the U.S. Department of the Treasury yield curve in effect at award grant for time periods that correspond with the expected term of the awarded stock option. The Company accounts for forfeitures as they occur. The Company’s expected dividend yield is zero because it has never paid cash dividends and does not expect to for the foreseeable future.

Given the absence of a public trading market prior to the completion of the Business Combination, the Company’s Board of Directors, with input from management, considered numerous objective and subjective factors to determine the fair value of its common stock. The factors included: (1) third-party valuations of the Company’s common stock; (2) the Company’s stage of development; (3) the status of research and development efforts; (4) the rights, preferences and privileges of the Company’s preferred stock relative to common stock; (5) the Company’s operating results and financial condition, including the Company’s levels of available capital resources; (6) equity market conditions affecting comparable public companies; (7) general U.S. market conditions; and (8) the lack of current marketability of the Company’s common stock. Subsequent to the Closing Date, the closing price of ELIQ on the date of grant is utilized for the measurement of stock compensation expense.

A restricted stock award is a grant of company stock in which the recipient's rights in the stock are restricted until the shares vest. As per the Company’s 2023 Equity Incentive Plan, unless otherwise set forth in an individual award agreement, each award shall vest over a three year period with one-third of the award vesting on each annual anniversary of the date of grant. The fair market value of a restricted stock award is the market value as determined by the closing price of the stock on the date of grant.

Property and Equipment, Net

Property and equipment are stated at cost less accumulated depreciation, and are depreciated using the following method over the estimated useful lives:

	Depreciation Method	Estimated useful lives of assets
Computer	Straight-line	5 years
Office equipment	Straight-line	5-7 years
Machinery	Straight-line	5 years
Leasehold improvements	Straight-line	1-5 years

Repair and maintenance costs are charged to expense as incurred, whereas the cost of renewals and betterments that extend the useful lives of property and equipment are capitalized as additions to the related assets.

Retirements, sales and disposals of assets are recorded by removing the cost and accumulated depreciation from the asset and accumulated depreciation accounts with any resulting gain or loss reflected in the condensed consolidated statements of operations.

Long-Lived Assets

The Company follows a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. Impairment is measured as the excess of the carrying value over the estimated fair value of such assets.

Debt

Debt is carried at the outstanding principal balance, less unamortized discount or premium. The Company accounts for convertible instruments in accordance ASC Topic 470, Accounting for Convertible Securities with Beneficial Conversion Features. Accordingly, the Company records, when necessary, discounts to convertible notes for the fair value of conversion options identified as embedded derivatives in accordance with ASC 815-15, Derivatives and Hedging; Embedded Derivatives. Debt discounts under these arrangements are amortized over the term of the related debt.

SAFE notes

During the year ended December 31, 2021, the Company executed SAFE arrangements. The SAFE notes were not mandatorily redeemable, nor did they require the Company to repurchase a fixed number of shares. The Company determined the SAFE notes contained a liquidity event provision that embodied an obligation indexed to the fair value of the Company’s equity shares and could have required the Company to settle the SAFE obligation by transferring assets or cash. Accordingly, the Company recorded the SAFE notes as a liability under ASC 480 and re-measured fair value at the end of each reporting period, with changes in fair value reported in operations.

The fair value of the SAFE notes was estimated using a probability weighted value method based on the total present value of cash flows, utilizing a 20% discount rate, plus the additional upside from the fixed price conversions for each of the scenarios. The unobservable inputs for the fixed price conversions were based on probabilities that the SAFE notes would convert upon either a (i) financing, (ii) liquidity event due to a sale, or (iii) liquidity event from going public.

Cumulative Mandatorily Redeemable Preferred Stock

The shares of cumulative mandatorily redeemable preferred stock issued in connection with the financing transactions referenced in Note 1 have been reflected in the Company’s condensed consolidated balance sheets as liabilities at fair value pursuant to ASC 480. From and after the date of issuance of any cumulative mandatorily redeemable preferred stock, dividends payable solely in the form of shares (or fractions thereof) of cumulative mandatorily redeemable preferred stock shall accrue on each outstanding share (or fractional share) of cumulative mandatorily redeemable preferred stock at the rate per annum of 15% of the cumulative mandatorily redeemable preferred stock original issuance price plus the amount of any previously accrued and unpaid dividends, compounded annually, on each such share (the “Preferred Accruing Dividends”). The Preferred Accruing Dividends shall accrue from day-to-day, whether or not declared, and shall be cumulative. Such Preferred Accruing Dividends shall be payable only when and if declared by the Board of Directors and the Company shall be under no obligation to declare such Preferred Accruing Dividends. If the preferred stockholders do not receive a dividend (i.e., the board of directors does not declare a dividend) in a given period, then the undeclared dividend is accumulated. The issuer is obligated to pay any accumulated undeclared dividends upon liquidation and, in some cases, upon early redemption of the preferred stock. The Preferred Accruing Dividends shall not be paid in cash and shall be paid only in the form of shares (or fractions of shares) of cumulative mandatorily redeemable preferred stock equal to (A) the Preferred Accruing Dividends accrued and unpaid as of the relevant cumulative mandatorily redeemable preferred stock dividend payment date divided by (B) the cumulative mandatorily redeemable preferred stock original issue price, which was defined as $10 per share after application of the Exchange Ratio. The Preferred Accruing Dividends shall be calculated and compounded annually and in arrears on each anniversary of the date on which the first share of cumulative mandatorily redeemable preferred stock was issued.

The terms of the cumulative mandatorily redeemable Preferred stock require the issuer to pay the original issue price of the preferred stock plus cumulative dividends, whether or not declared, upon redemption in shares of cumulative mandatorily redeemable preferred stock. This is a paid-in-kind dividend feature, and it is not discretionary as there is no other choice other than to get the dividend in shares of cumulative mandatorily redeemable preferred stock. Based on the above, the Company shall accrete the dividends as an increase to the carrying amount of the cumulative mandatorily redeemable preferred stock pursuant to ASC 480, despite the fact that dividends have not been declared. The carrying value of the cumulative mandatorily redeemable preferred stock is accreted to its redemption value over the three year period ending on the redemption date. The cumulative

mandatorily redeemable preferred stock qualifies as a mandatorily redeemable financial instrument as it embodies an unconditional obligation requiring the issuer to redeem the instrument by transferring its assets at a specified or determinable date (or dates) or upon an event that is certain to occur. Pursuant to the respective preferred stock agreements, the issued and outstanding cumulative mandatorily redeemable preferred stock (including a cumulative dividend, payable in kind, of 15% per share, plus any accrued and unpaid dividends on each such share) shall be subject to mandatory redemption by the issuer on the third anniversary of their original issue date in the form of either cash or an equivalent value in shares of common stock.

Inventory

Inventory consists entirely of finished goods. The Company’s reserve for inventory obsolescence and slow-moving items was $1,987,124 and $976,881 as of September 30, 2023 and December 31, 2022, respectively. Inventory deposits consist of prepayments to vendors to secure an adequate supply of required future inventory purchases for a limited period of time, as needed.

Revenue Recognition

Revenues are recognized in accordance with ASC 606, Revenue from Contracts with Customers, when control of the promised goods or services is transferred to the customers, in an amount the Company expects in exchange for those goods or services. The Company has contracts with customers which cover the products and services to be delivered, and specify the prices for products and services.

The Company recognizes revenue under the core principle that transfer of control to the Company’s customers should be depicted in an amount reflecting the consideration the Company expects to receive in revenue. The main performance obligations are the provisions of the following: 1) delivery of the Company’s products; 2) installation of Company’s products; and 3) ad-hoc engineering services.

Revenue is recognized when or as performance obligations are satisfied by transferring control of a promised good or service to a customer.

Product net revenue includes sales of energy storage systems and sales of installed energy storage solutions to homeowners.

The Company sells energy storage systems to installers and distributors, for which revenues are recognized at a point in time when control is transferred to the installer or distributor in accordance with the shipping terms, which, in most cases, is upon shipment at the Company’s warehouse shipping dock.

The Company sells installed energy storage solutions to homeowners through licensed installer subcontractors. The licensed installers were determined to be acting as agents on our behalf in these arrangements. Installations typically take up to three months to complete; however, there have been instances where the installation process has extended beyond three months. Revenues from the sale and installation of energy storage solutions are recorded as one performance obligation, as the solutions provided to the homeowners are not distinct in the context of the contract and are recorded following the input method over the life of the project. For each performance obligation satisfied over time, revenue is recognized by measuring the progress toward complete satisfaction of that performance obligation and is applied following a single method of measuring progress that must be applied consistently for similar performance obligations. Total revenue recognized from sales of installed energy storage solutions was $11,665 and $82,877 in the three months ended September 30, 2023 and 2022, respectively, and $38,850 and $410,659 in the nine months ended September 30, 2023 and 2022, respectively, and is included in product net revenue. See Note 3.

Ad-hoc engineering services are recognized at a point in time as the specified service is delivered to the customer.

On March 13, 2023, the Company entered into a multi-year agreement with EverBright, LLC, a subsidiary of a major U.S. clean-energy company to provide the Company financing to support the implementation of sustainable community networks throughout California. The agreement provides the Company with the exclusive right to install

systems for the first 8,000 customers that execute qualifying power purchase agreements under the sustainable community networks program. Following the 30 month anniversary of the arrangement, either party may terminate this agreement upon 60 days prior notice to the other party. The agreement provides that the Company will design and propose systems for approval by the clean-energy company based upon customer agreements with each customer. Upon approval by the clean-energy company, each system is then installed by the Company at a purchase price specified in the agreement, with the clean-energy company, as the purchaser of the system, making progress payments to the Company after achievement of certain milestones. This arrangement includes multiple performance obligations, including installed systems, grid services and software license revenues. Revenue from installed systems will be recognized over time following the output method, as systems are installed after control has transferred to the customer. Grid services revenue will be recognized over time as the services are performed. Software license revenue is not significant to the arrangement. The Company recognized $189,915 in product revenue upon reaching installation completion on this arrangement during both the three and nine months ended September 30, 2023. There was no revenue recognized on this arrangement in any periods prior to the three months ended September 30, 2023. The Company is currently in the project qualification approval, installation completion and final inspection stages of implementation for residential customers in Santa Barbara, San Luis Obispo and Ventura Counties in California.

In certain instances, the Company has recognized revenue under bill-and-hold arrangements with a customer. During the nine months ended September 30, 2022, the Company recognized $1,151,760 of revenue under bill-and-hold arrangements with a customer. The customer requested that the Company keep the products in its custody due to lack of sufficient storage capacity at the customer’s facility. The material was assembled in customer specific enclosures and palletized in the Company’s warehouse. The Company did not have the ability to use the product or direct its use to another customer, as it was clearly demarcated as belonging to the customer, and was ready for immediate release to the shipper, resulting in the recognition of revenue upon delivery to the Company’s warehouse dock. The timing of transfer of title and risk of loss was explicitly stated within the contract terms. This Company has not recognized any revenue under bill-and-hold arrangements during the nine months ended September 30, 2023.

Revenues are recorded net of estimated allowances and discounts based upon historical experience and current trends at the time revenue is recognized. The Company has elected to exclude sales tax from the transaction price.

The Company has elected to adopt the practical expedient which allows goods and services which are immaterial in the context of the contract to become part of other performance obligations in an arrangement.

Deferred revenues

Deferred revenues consist of contract liabilities for advance payments received from customers for its products. Deferred revenues are classified as short-term and long-term deferred revenues based on the period in which revenues are expected to be recognized. Revenues are recorded net of estimated allowances and discounts, which are considered variable consideration in the arrangements. Accordingly, when product revenues are recognized, the transaction price is reduced by the estimated allowances and discounts.

Contract costs

As a practical expedient, the Company expenses as incurred costs to obtain contracts as the amortization period would have been one year or less. These costs include our internal sales force and are recorded within sales and marketing expense in the Company’s condensed consolidated statements of operations.

Net Loss Per Share

The Company accounts for net loss per share in accordance with ASC 260-10, Earnings Per Share, which requires presentation of basic and diluted earnings per share (“EPS”) on the face of the condensed consolidated statement of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS.

The Business Combination was accounted for as a reverse recapitalization as Electriq was determined to be the accounting acquirer under FASB ASC Topic 805, Business Combinations. Accordingly, for accounting purposes,

the transaction is treated as the equivalent of Electriq issuing stock for the net assets of TLG accompanied by a recapitalization.

The Company's basic earnings per share of Class A common stock is computed based on the average number of outstanding shares of Class A common stock for the period, including Class A common stock that is contingently redeemable and classified in mezzanine equity. Historical weighted shares included as the denominator in the EPS calculations presented for periods prior to the Business Combination were converted at the Exchange Ratio.

The Company calculated basic and diluted net loss per share attributable to common stockholders in conformity with the two-class method required for companies with participating securities. The Company considered its pre-2023 preferred stock, as defined in Note 9, to be a participating security as the holders share equally in dividends with any other class or series of capital stock of the Company, in addition to being entitled to receive cumulative dividends payable only if/when declared by the Board of Directors at a dividend rate payable in preference and priority to the holders of common stock. Similarly, the Company’s cumulative mandatorily redeemable preferred stock is also considered to be a participating security; however, no adjustment to net loss is necessary for cumulative dividends on the cumulative mandatorily redeemable preferred stock liability since cumulative dividends are already reflected in the condensed consolidated statements of operations.

Under the two-class method, basic net loss per share attributable to common stockholders was calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. The net loss attributable to common stockholders was not allocated to the pre-2023 preferred stock or cumulative mandatorily redeemable preferred shares as the holders of such stock did not have a contractual obligation to share in losses, which is consistent with the if-converted method of calculation. Diluted net loss per share attributable to common stockholders was computed by giving effect to all potentially dilutive common stock equivalents outstanding for the period. For purposes of this calculation, pre-2023 convertible preferred stock, stock options, restricted stock awards, cumulative mandatorily redeemable preferred stock and warrants to purchase common stock were considered potentially dilutive securities, but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect was anti-dilutive. In periods in which the Company reports a net loss attributable to all classes of common stockholders, diluted net loss per share attributable to all classes of common stockholders is the same as basic net loss per share attributable to all classes of common stockholders, since dilutive shares of common stock are not assumed to have been issued if their effect is anti-dilutive. The Company reported net losses attributable to common stockholders for the three and nine months ended September 30, 2023 and 2022.

The shares underlying the following outstanding instruments are excluded from the calculation of weighted average diluted shares because their inclusion would have been anti-dilutive for the three and nine months ended September 30:

	2023	2022
Stock options	1,226,368	1,323,748
Legacy Electriq common stock warrants	—	1,871,508
Private placement warrants	3,000,000	—
Public warrants	13,333,333	—
Restricted stock awards	3,616,360	—
Pre-2023 Convertible preferred stock	—	20,064,970
Total	21,176,061	23,260,226

Construction in Process

The Company accounts for assets under development for future revenue generation as part of construction in process. These systems take up to three months to construct in a steady state, from start to finish, up to the receipt of a “permission-to-operate” (“PTO”) a system that is required in order to start billing a customer for services to be provided. These assets will be placed in service to begin depreciation once a completed PTO is received.

Commitments and Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (the “FASB”) issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. ASU 2020-06 also amends the diluted earnings per share calculation for convertible instruments by requiring the use of the if-converted method. The new standard is effective for non-public entities in fiscal years beginning after December 15, 2023, and interim periods within those years. The Company does not expect the adoption of this new accounting pronouncement to have a material impact on the condensed consolidated financial statements.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

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Revenue

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Revenue

Revenue

The Company’s net revenue was comprised of the following:

	Three months ended				Nine months ended
	September 30,				September 30,
	2023		2022		2023		2022
Product net revenue	$	824,527	$	5,988,248	$	1,009,472	$	15,334,583
Service net revenue	9,735		—		9,735		—
Total net revenue	$	834,262	$	5,988,248	$	1,019,207	$	15,334,583

For the three and nine months ended September 30, 2023 and 2022, all sales were to customers in North America.

As of September 30, 2023 and December 31, 2022, gross accounts receivable from customers was $412,372 and $347,852, respectively, before allowances.

Deferred revenues consist of contract liabilities for advance payments received from customers for the Company’s products. Deferred revenues are classified as short-term and long-term based on the period in which revenues are expected to be recognized. As of September 30, 2023 and December 31, 2022, the Company had recorded $325,993 and $192,012, respectively, in accrued expenses and other current liabilities, with the long-term balance of $340,725 and $436,860 as of September 30, 2023 and December 31, 2022, respectively, in other long-term liabilities, as shown in the condensed consolidated balance sheets. The Company’s activity in deferred revenue was comprised of the following for the nine months ended September 30:

	2023		2022
Balance at beginning of period	$	628,872	$	446,360
Billings	1,057,053		15,517,008
Revenue recognized	(1,019,207)		(15,334,583)
Balance at end of period	$	666,718	$	628,785

Estimated revenue expected to be recognized in future periods related to performance obligations that are unsatisfied at the end of the reporting period are as follows:

Year ending December 31,
Balance of 2023	$	296,788
2024	38,940
2025	38,940
2026	38,940
2027	38,940
Thereafter	214,170
Total deferred revenue	$	666,718

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Property and Equipment, net

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment, net

Property and Equipment, net

Property and equipment, net, consist of the following as of:

	September 30,		December 31,
	2023		2022
Computer	$	12,321	$	12,321
Office equipment	300,250		281,250
Machinery	686,771		523,050
Leasehold improvements	105,613		105,614
Construction in progress	985,050		737,131
Total property and equipment	2,090,005		1,659,366
Less accumulated depreciation and amortization	(359,335)		(237,073)
Property and equipment, net	$	1,730,670	$	1,422,293

Depreciation and amortization of property and equipment of $42,492 and $31,480 was recorded for the three months ended September 30, 2023 and 2022, respectively, and $123,308 and $119,388 was recorded for the nine months ended September 30, 2023 and 2022, respectively.

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Indebtedness

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Indebtedness

Indebtedness

a.Convertible Notes Payable

On November 2, 2021, the Company borrowed $2,000,000 bearing interest at 10% per annum. Interest expense of $33,472 was recorded in 2021 and added to the principal balance of the loan. The loan was repayable in twelve monthly installments of $178,775, representing both interest and principal, beginning in January 2022. As of September 30, 2023 and December 31, 2022, the balance was zero and $177,297, respectively.

In June 2022, the Company borrowed $11,200,000, of which $5,100,000 was borrowed from management or significant equity investors, bearing simple interest at 2%, accrued monthly. The loans were repayable in twelve months. The amount owed was equal to (i) the balance outstanding and all accrued interest, plus (ii) a one-time prepayment fee equal to 6% of the balance outstanding.

On December 23, 2022, the Company entered into an amended and restated securities purchase agreement (the “SPA”) with the SPAC Executive described in Note 1 above, which provided for the SPAC Executive’s obligation to provide funding to the Company up to a maximum amount of $8,500,000, provided that the Company had satisfied the conditions for closing under the SPA or the SPAC Executive had waived those conditions. On March 22, 2023, the Company entered a first amendment to the SPA with the SPAC Executive. Pursuant to the SPA, and the first amendment to the SPA, the Company issued to the SPAC Executive two secured convertible promissory notes (the “SPAC Executive Notes”) in the aggregate amount of $8,500,000. The initial $5,000,000 funding under the SPA was received on December 30, 2022. The remaining $3,500,000 funding was received from the SPAC Executive on March 30, 2023. The SPAC Executive Notes issued bear interest at a simple rate of 14% per annum, payable quarterly in cash. Funding under the securities purchase agreement were subject to certain conditions.

The SPAC Executive Notes were secured, and were payable in full 24 months following the issuance of the notes.

On June 8, 2023, a Notes Conversion Agreement was executed by and among the Company, TLG and the SPAC Executive whereby the parties agreed that simultaneous with the closing of the merger described in Note 1 above, pursuant to the terms and conditions of the Merger Agreement, the SPAC Executive Notes were automatically converted into securities of the new public entity, upon which the SPA and the SPAC Executive Notes were terminated including any rights of conversion set forth therein, and cancelled. The $8,500,000 in principal outstanding on the SPAC Executive Notes immediately prior to the close of the Business Combination automatically converted into 1,062,500 shares of Class A common stock and 425,000 shares of Series A cumulative mandatorily redeemable preferred stock simultaneously at the Closing Date, and all accrued interest due on the SPAC Executive Notes was paid prior to the Closing Date.

On June 8, 2023, additional Notes Conversion Agreements were executed between the Company and various noteholders whereby the noteholders agreed that the outstanding aggregate principal amounts of the notes, included in loans payable, totaling approximately $7.8 million, and all accrued but unpaid interest on the notes of approximately $2.3 million shall automatically convert into securities of the Company, upon the execution of these agreements. Conversions of $10,130,000 of loans payable, including accrued interest (exclusive of the SPAC Executive Notes), resulted in the issuance of 1,266,250 shares of common stock, including additional shares of Electriq common stock issued to noteholders as an incentive to convert, and 506,500 shares of cumulative mandatorily redeemable preferred stock issued as an incentive prior to Closing, as converted at the Exchange Ratio used in connection with the Business Combination. See also Note 8.

The Company determined the total fair value received of $21,130,000 of funds received in June 2023 for the Pre-Closing Financings of $11,000,000 and Notes Conversion Agreements of $10,130,000 for each transaction was equivalent to the cash amount paid by the investors in exchange for the stock. See further discussion in Notes 8 and 10.

During June 2023, all remaining loans payable balances that were not included in the Notes Conversion Agreements, including a total remaining cumulative principal balance of $3,407,692, plus accrued interest, were repaid to noteholders that elected not to convert their respective notes.

As of September 30, 2023, there was no remaining outstanding debt. All prior outstanding loans payable of $11,200,000 were either converted or repaid during June 2023. The $8,500,000 in convertible SPAC Executive Notes were converted into securities of Electriq at the Closing Date of the Business Combination.

b.SAFE Notes

During the year ended December 31, 2021, the Company executed SAFE arrangements. The SAFE notes are not mandatorily redeemable, nor do they require the Company to repurchase a fixed number of shares. The Company determined the SAFE notes contained a liquidity event provision that embodied an obligation indexed to the fair value of the Company’s equity shares and could require the Company to settle the SAFE obligation by transferring assets or cash. Accordingly, the Company recorded the SAFE notes as a liability under ASC 480 and re-measured fair value at the end of each reporting period, with changes in fair value reported in operations.

The fair value of the SAFE notes was estimated using a probability weighted value method based on the total present value of cash flows, utilizing a 20% discount rate, plus the additional upside from the fixed price conversions for each of the scenarios. The unobservable inputs for the fixed price conversions were based on probabilities that the SAFE notes would convert upon either a (i) financing, (ii) liquidity event due to a sale, or (iii) liquidity event from going public. Decreases in the fair value of SAFE notes resulted in remeasurement gains of $10,322,272 and $26,812,272 for the three and nine months ended September 30, 2023, respectively. At the Closing Date of the Business Combination, all outstanding SAFE notes were converted into 4,090,384 shares of Class A common stock in Electriq at a fair value of approximately $6.06 per share, which was closing price per share at the at the Closing Date of the Business Combination. The decrease in the fair value of SAFE notes at the close of the Business Combination were primarily the result of the decrease in the fair value of equity based on TLG proceeds to existing Electriq stockholders (excluding cumulative mandatorily redeemable preferred stock and common stock financings) of $275 million, as compared to prior valuations which considered $495 million of estimated TLG proceeds. The fixed price conversions under the various scenarios were calculated using the following assumptions:

	September 30, 2023	December 31, 2022
Term	—	0.3 - 2.0 years
Risk-free interest rate	—	4.36% - 4.67%
Volatility	—	75% - 85%

Between May 2021 and October 2021, the Company issued a series of SAFE notes in an aggregate principal amount of $8,906,788 to investors, of which $7,229,245 were issued to management or significant equity investors, which provide the investors with a right to obtain shares of preferred stock upon the occurrence of certain events. The fair value of the SAFE notes on the date of issuance was determined to equal the proceeds received by the Company. As of September 30, 2023 and December 31, 2022, the fair value of the SAFE notes were zero and $22,750,000, respectively. For the three months ended September 30, 2023 and 2022, the Company recorded a gain of $3,504,513 and a loss of $2,406,000, respectively, and for the nine months ended September 30, 2023 and 2022, the Company recorded a gain of $11,584,513 and a loss of $10,537,000, respectively, within other expense (income) in the condensed consolidated statements of operations related to fair value adjustments for these SAFE notes. At the Closing Date, the fair value of these SAFE notes of $11,165,487 was converted into 1,842,490 shares of Class A common stock.

In November 2021, the Company issued a second series of SAFE notes in an aggregate principal amount of $16,300,000 to investors, of which $15,000,000 were issued to significant equity investors. Additionally, warrants to purchase shares of common stock were issued contemporaneous with several of these issued SAFE notes. These warrants provided the SAFE investors with the ability to obtain shares of common stock of the Company equal to the amount of the SAFE investment divided by a defined exercise price. See Note 12. As of September 30, 2023 and December 31, 2022, the fair value of the SAFE notes were zero and $28,850,000, respectively. For the three months

ended September 30, 2023 and 2022, the Company recorded a gain of $6,817,759 and a loss of $3,176,000, respectively, and for the nine months ended September 30, 2023 and 2022, the Company recorded a gain of $15,227,759 and a loss of $11,324,000, respectively, within other expense (income) in the condensed consolidated statements of operations related to fair value adjustments for these SAFE notes. At the Closing Date of the merger, the fair value of these SAFE notes of $13,622,241 was converted into 2,247,894 shares of Class A common stock.

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Accrued Expenses and Other Current Liabilities

9 Months Ended

Sep. 30, 2023

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following as of:

	September 30,		December 31,
	2023		2022
Warranty reserve	$	551,105	$	832,283
Deferred revenue	325,993		192,012
Accrued interest	—		1,961,477
Other accrued expenses and current liabilities	1,417,898		2,210,660
Accrued expenses and other current liabilities	$	2,294,996	$	5,196,432

Estimated costs related to product warranties are accrued at the time products are sold. In estimating its future warranty obligations, the Company considers various factors, including the Company’s historical warranty costs, warranty claim lag, and sales. The following table provides a reconciliation of the activity related to the Company’s warranty reserve for the nine months ended September 30:

	2023		2022
Balance at the beginning of period	$	832,283	$	1,029,862
Provision for warranty expense	19,785		307,732
Warranty costs paid	(300,963)		(481,819)
Balance at end of period	$	551,105	$	855,775

The provision for warranty expense is included within cost of goods sold in the condensed consolidated statements of operations.

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Commitment and Contingencies

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

a.Operating Leases

Right of use (“ROU”) assets and lease liabilities are recognized at the commencement of an arrangement where it is determined at inception a lease exists. ROU assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are initially recognized based on the present value of lease payments over the lease term calculated using our incremental borrowing rate, unless the rate implicit in the lease is readily determinable. Lease assets also include any upfront lease payments made and exclude lease incentives. Lease terms include options to extend or terminate leases. For purposes of determining the lease term used in the measurement of operating lease ROU assets and operating lease liabilities, we include the non-cancelable period of the lease together with those periods covered by the option to extend the lease if we are reasonably certain to exercise that option, the periods covered by an option to terminate the lease if we are reasonably certain not to exercise that option, and the periods covered by the option to extend (or to not terminate) the lease in which exercise of the option is controlled by the lessor. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We have elected to separate lease and non-lease components.

The Company leases various warehouse and office spaces under non-cancelable lease agreements. Certain of these leases have renewal options, provide for future rent escalations and also oblige the Company to pay the cost of maintenance, insurance and property taxes. Leases with an initial term of 12 months or less are not recognized in the condensed consolidated balance sheets.

On January 1, 2022, the Company modified its existing short-term lease for warehouse and office space in California to extend the term and obtain additional warehouse space. The modification was accounted for as part of the adoption of ASC 842 as of that date. This lease has 5 separate 1 year renewal options, of which the first three have been deemed to be reasonably certain of exercise and are considered in the ROU asset and corresponding lease liability. The total minimum lease payments committed over its 4 year non-cancelable lease term is approximately $1.7 million. The discount rate used for this lease was the Company’s incremental borrowing rate of 19.0%, as an implicit rate is not readily determinable in the lease.

On January 19, 2022, the Company entered into a new lease in West Palm Beach, Florida for office space with approximately $1.4 million in total minimum lease payments committed over its 5-year non-cancelable lease term. There is an option to extend the lease for five more years; however, we are not reasonably certain to exercise this option, so the non-cancelable lease term was determined to be 5 years. The lease commencement date was November 7, 2022 upon completion of certain improvements by the landlord. The discount rate used for this lease was the Company’s incremental borrowing rate of 19.0%, as an implicit rate is not readily determinable in the lease.

On September 23, 2022, the Company entered into a new 5-year lease in Oxnard, California for warehouse and storage space with approximately $0.8 million in total minimum lease payments committed over its 5-year non-cancelable lease term. There is an option to extend the lease for two more years; however, we are not reasonably certain to exercise this option, so the non-cancelable lease term was determined to be 5 years. The lease commencement date was on November 1, 2022 upon completion of certain improvements by the landlord. The discount rate used for this lease was the Company’s incremental borrowing rate of 19.0%, as an implicit rate is not readily determinable in the lease.

On May 24, 2023, the Company entered into a new 39-month lease in San Leandro, California for warehouse and storage space with approximately $1.1 million in total minimum lease payments committed over its 39-month non-cancelable lease term. This lease does not contain any lease renewal option. The lease commencement date was on June 27, 2023 when the Company was provided physical access to the property to enable our immediate movement of assets into the leased facility. The discount rate used for this lease was the Company’s incremental borrowing rate of 19.0%, as an implicit rate is not readily determinable in the lease.

As of September 30, 2023, the weighted average remaining lease term for all leases was 3.4 years. Future annual minimum lease payments under operating leases as of September 30, 2023 were as follows:

Balance of 2023	$	276,635
2024	1,246,533
2025	1,285,664
2026	771,571
2027	420,362
Total minimum payments	4,000,765
Less: amounts representing interest	1,025,601
Lease liability	$	2,975,164

The Company has reported $3,346,958 of ROU assets, $718,027 of lease liability in total current liabilities, and $2,257,137 in other long-term liabilities as of September 30, 2023, as compared to $3,241,705, $347,131, and $2,058,734, respectively, as of December 31, 2022. Operating lease cost for the three months ended September 30, 2023 and 2022 was $428,913 and $146,044, respectively, of which $265,212 and $103,646 was included in cost of goods sold and $163,701 and $42,398 was included in general and administrative. Operating lease cost for the nine months ended September 30, 2023 and 2022 was $1,098,759 and $460,056, respectively, of which $564,051 and $308,918 was included in cost of goods sold and $534,708 and $151,138 was included in general and administrative in the condensed consolidated statements of operations.

b.Legal Claims

From time to time, the Company may be involved in various claims and legal proceedings. The Company reviews the status of each matter and assesses its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss. These accruals are reviewed at least quarterly and adjusted to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular matter.

As disclosed in Note 2, the Company received a notice from White-Label Provider in December 2022 of its intent to terminate its contract with Electriq, claiming that the Company had breached its agreement with it. On May 19, 2023, the Company entered into a settlement with the White-Label Provider. As part of the settlement agreement and mutual release, the Company received all home storage systems and additional component parts of the White-Label Provider’s inventory, as the White-Label Provider has elected to exit the home storage market. These units were returned to the Company on an as-is basis, and shipping costs were split equally between the parties to the arrangement. The Company completed the removal of the units from the White-Label Provider’s leased facility in July 2023. This settlement agreement was accounted for as a gain contingency under ASC 450. Accordingly, the Company recorded a gain on settlement of $5,641,658 within Other (income) expense, net in its condensed consolidated statements of operations for the three months ended September 30, 2023 upon receipt of the inventory units returned from the White-Label Provider, as that is the earliest point in time when the settlement gain is realizable or realized. Inventory returned from the White-Label Provider is valued at its estimated fair value of $6,190,074, which reflects the price that a market participant could achieve in a current sale, as adjusted for costs to repurpose, ship, and store such returned assets, and reduced by a $646,508 reserve for estimated inventory obsolescence associated with the returned inventory. The net gain recorded on settlement included a $98,092 reduction in the Company’s deferred revenues, as there is no future performance obligation to service the inventory units returned. Associated with the settlement with the White-Label Provider, during the three and nine months ended September 30, 2023, the Company wrote-off $2,383,408 and $5,040,689 of specific White-Label Provider related inventory deposits, respectively. There was a charge to other (income) expense, net, of $2,657,281 during the three months ended June 30, 2023, as when the inventory was initially scheduled for return from the White-Label Provider in July 2023, the Company would no longer be able to utilize the deposits which triggered the write-off upon the execution of the settlement agreement. In connection with the final settlement upon receipt of the inventory units in July 2023, an additional $2,383,408 of inventory deposits were identified to be unusable and written off during the three months ended September 30, 2023. Total net gain on settlement with the White-Label Provider, net of inventory deposits written off, amounted to $3,258,250 and $600,969 for the three and nine months ended September 30, 2023, respectively, that was reflected within Other (income) expense, net in the Company’s condensed consolidated statements of operations.

As of September 30, 2023, aside from the settlement with the White-Label Provider, management believes any such matters would not be material to the Company’s financial position or results of operations.

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Cumulative Mandatorily Redeemable Preferred Stock

9 Months Ended

Sep. 30, 2023

Other Liabilities Disclosure [Abstract]

Cumulative Mandatorily Redeemable Preferred Stock

Cumulative Mandatorily Redeemable Preferred Stock

In connection with the Business Combination described in Note 1, Electriq amended and restated its charter and bylaws and adopted a certificate of designation with respect to a series of preferred stock. Electriq’s authorized capital stock consists of (i) 500,000,000 shares of common stock, par value $0.0001 per share, and (ii) 30,000,000 shares of preferred stock, par value $0.0001 per share. Upon issuance of this new class of cumulative mandatorily redeemable preferred stock, shares issued are classified as a liability in accordance with ASC 480.

As described in Note 1, at the Closing, pursuant to the terms of the Merger Agreement and after giving effect to the redemptions of TLG Class A common stock by public stockholders of TLG, each share of Electriq cumulative mandatorily redeemable Series B preferred stock issued and outstanding immediately prior to the Closing was cancelled and converted into the right to receive a number of shares of TLG preferred stock equal to one (1) multiplied by the Exchange Ratio. Upon conversion in the Merger, the shares of Electriq cumulative redeemable Series B preferred stock received as an incentive converted into shares of TLG cumulative redeemable Series A preferred stock (hereinafter referred to as “cumulative mandatorily redeemable preferred stock”).

As disclosed in Note 5, on June 8, 2023, Notes Conversion Agreements were executed between the Company and various noteholders whereby the noteholders have agreed to convert $10,130,000 of loans payable, including accrued interest (exclusive of the SPAC Executive Notes), resulted in the issuance of 506,500 shares of cumulative mandatorily redeemable preferred stock as an incentive prior to closing the Business Combination.

As disclosed in Note 1, with respect to subscription agreements signed in June 2023, including the $18,100,000 of Pre-Closing Financings, a total of $11,000,000 of Pre-Closing Financings was received through June 30, 2023 and an additional $7,100,000 was funded in July 2023. The total of $18,100,000 of Pre-Closing Financings funded prior to the merger Closing Date resulted in the issuance of 905,000 shares of cumulative mandatorily redeemable preferred stock that were issued as an incentive prior to Closing.

As disclosed in Note 1, in June and July 2023, certain investors entered into subscription agreements with TLG to purchase 650,000 shares of TLG common stock for $6,500,000, and received, as an incentive for their investment, 325,000 shares of cumulative mandatorily redeemable preferred stock at the Closing Date.

As disclosed in Notes 1 and 5, Mr. Lawrie signed an agreement on June 8, 2023 to convert his two secured convertible promissory notes in the aggregate amount of $8,500,000 into 1,062,500 shares of TLG common stock and 425,000 shares of cumulative mandatorily redeemable preferred stock.

As disclosed in Note 1, TLG Operating Expenses totaling $9,066,350 were converted into 756,635 shares of TLG common stock, 378,318 of cumulative mandatorily redeemable preferred stock and 1,000,000 warrants with terms identical to the terms of the Sponsor IPO Private Placement Warrants. In addition, at Closing, the Company issued 50,000 shares of cumulative mandatorily redeemable preferred stock to certain stockholders subject to the Non-Redemption Agreement.

As of September 30, 2023, there were a total of 2,589,818 shares of cumulative mandatorily redeemable preferred stock outstanding.

The Company determined the total fair value received for each transaction to be the cash amount paid by the investors, the total amounts of notes converted or TLG operating expenses converted, in exchange for the stock. The Company utilized a third-party valuation specialist to determine the fair value of the cumulative mandatorily redeemable preferred stock. The fair value calculation was based on a variety of assumptions, including the use of a market yield to discount the future payout to present value and applying a discount related to the lack of marketability. The Company allocated the fair value to the cumulative mandatorily redeemable preferred stock based on the percentage or proportion it represented within the total fair value received, with the remaining fair value allocated to the common stock. This was calculated by subtracting the fair value of the preferred stock from the total fair value received.

The shares of cumulative mandatorily redeemable preferred stock issued in connection with the financing transactions referenced in Note 1 have been reflected in the Company’s condensed consolidated balance sheets as liabilities at fair value pursuant to ASC 480. From and after the date of issuance of any cumulative mandatorily redeemable preferred stock, dividends payable solely in the form of shares (or fractions thereof) of cumulative mandatorily redeemable preferred stock shall accrue on each outstanding share (or fractional share) of cumulative mandatorily redeemable preferred stock at the rate per annum of 15% of the cumulative mandatorily redeemable preferred stock original issuance price plus the amount of any previously accrued and unpaid dividends, compounded annually, on each such share (the “Preferred Accruing Dividends”). The Preferred Accruing Dividends shall accrue from day-to-day, whether or not declared, and shall be cumulative. Such Preferred Accruing Dividends shall be payable only when and if declared by the Board of Directors and the Company shall be under no obligation to declare such Preferred Accruing Dividends. If the preferred stockholders do not receive a dividend (i.e., the board of directors does not declare a dividend) in a given period, then the undeclared dividend is accumulated. The issuer is obligated to pay any accumulated undeclared dividends upon liquidation and, in some cases, upon early redemption of the preferred stock. The Preferred Accruing Dividends shall not be paid in cash and shall be paid only in the form of shares (or fractions of shares) of cumulative mandatorily redeemable preferred stock equal to (A) the Preferred Accruing Dividends accrued and unpaid as of the relevant cumulative mandatorily redeemable preferred stock dividend payment date divided by (B) the cumulative mandatorily redeemable preferred stock original issue

price, which was defined as $10 per share after application of the Exchange Ratio. The Preferred Accruing Dividends shall be calculated and compounded annually and in arrears on each anniversary of the date on which the first share of cumulative mandatorily redeemable preferred stock was issued.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of each share (or fractional share) of cumulative mandatorily redeemable preferred stock then outstanding shall be entitled to be paid out of the assets of the Company available to be paid out to its stockholders. The issued and outstanding cumulative mandatorily redeemable preferred stock shall be subject to mandatory redemption upon the date which is the third anniversary of the cumulative mandatorily redeemable preferred stock original issue date (“Mandatory Redemption Date”). On the Mandatory Redemption Date, each share (or fractional share) of cumulative mandatorily redeemable preferred stock (including shares of cumulative mandatorily redeemable preferred stock issued in payment of or payable in respect of Preferred Accruing Dividends, whether or not declared) shall be redeemed by the Company. At the election of the holder, the redemption amount is payable either in (i) cash equal to the redemption amount, which is the original issue price plus any Preferred Accruing Dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon; or (ii) such number of fully paid and non-assessable shares of common stock as is determined by dividing the cumulative mandatorily redeemable preferred stock redemption price by the fair market value of a share of common stock as of the Mandatory Redemption Date.

The terms of the cumulative mandatorily redeemable Preferred stock require the issuer to pay the original issue price of the preferred stock plus cumulative dividends, whether or not declared, upon redemption in shares of cumulative mandatorily redeemable preferred stock. This is a paid-in-kind dividend feature, and it is not discretionary as there is no other choice other than to get the dividend in shares of cumulative mandatorily redeemable preferred stock. Based on the above, the Company shall accrete the dividends as an increase to the carrying amount of the cumulative mandatorily redeemable preferred stock pursuant to ASC 480, despite the fact that dividends have not been declared. This results in accretion of the dividend similar to the amortization of interest on a zero-coupon bond. The carrying value of the cumulative mandatorily redeemable preferred stock is accreted to its redemption value over the three year period ending on the redemption date. The cumulative mandatorily redeemable preferred stock qualifies as a mandatorily redeemable financial instrument as it embodies an unconditional obligation requiring the issuer to redeem the instrument by transferring its assets at a specified or determinable date (or dates) or upon an event that is certain to occur. Pursuant to the respective preferred stock agreements, the issued and outstanding cumulative mandatorily redeemable preferred stock (including a cumulative dividend, payable in kind, of 15% per share, plus any accrued and unpaid dividends on each such share) shall be subject to mandatory redemption by the issuer on the third anniversary of their original issue date in the form of either cash or an equivalent value in shares of common stock.

The original fair value allocated to cumulative mandatorily redeemable Preferred stock issued prior to September 30, 2023 was $20,146,189 and was net of an initial discount of $5,751,986. For the three and nine months ended September 30, 2023, total interest expense recorded to increase the carrying value of the cumulative mandatorily redeemable preferred stock liability was $1,192,041 and $1,319,145, respectively, comprised of $814,359 and $895,505 of the 15% Preferred Accruing Dividends, respectively, and $377,682 and $423,640 of accretion of discount, respectively. As of September 30, 2023, the carrying value of the cumulative mandatorily redeemable preferred stock liability was $21,465,334, including the cumulative original issuance price of $20,146,189 plus cumulative Accruing Dividends and accretion of discount of $895,505 and $423,640, respectively.

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Mezzanine Equity

9 Months Ended

Sep. 30, 2023

Temporary Equity Disclosure [Abstract]

Mezzanine Equity

Mezzanine EquityThe Business Combination described in Note 1 included the conversion of legacy Electriq pre-2023 preferred stock into 20,064,970 shares of TLG common stock on the Closing Date and such securities were considered fully exercised. Prior to the Business Combination, pre-2023 preferred stock had been classified in mezzanine equity, as pre-2023 preferred stockholders could have forced the pre-2023 preferred shares to be redeemed upon the occurrence of a Deemed Liquidation Event, including change of control or merger, that is not solely within the control of the Company.

The reverse merger is being accounted for as a reverse recapitalization, and is accounted for as the equivalent of a capital transaction in which Electriq, the accounting acquirer, is issuing stock for the net assets of TLG, and is considered to be the equivalent of the operating company issuing shares for the net monetary assets of the SPAC, followed by a recapitalization. The recapitalization resulted in a retroactive increase in TLG common stock outstanding of 20,064,970 shares upon the retroactive conversion of pre-2023 seed preferred shares outstanding at the Exchange Ratio, including additional shares issued as a result of applying an anti-dilution factor and the conversion of accumulated dividends on pre-2023 seed preferred stock.

After giving effect of the reverse recapitalization upon the execution of the Business Combination, there was no remaining pre-2023 preferred stock classified in the condensed consolidated statements of changes in mezzanine equity.

Forward Purchase Agreement

As described in Note 1, on July 23, 2023, TLG and Electriq entered into a Forward Purchase Agreement with the 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 recycled TLG common stock from third parties at approximately $10.63 per share through a broker in the open market and on July 31, 2023, 251,194 additional shares of Electriq common stock were issued to Seller at approximately $10.00 per share pursuant to the terms of a subscription agreement entered into at Closing in connection with the FPA Funding Amount PIPE Subscription Agreement for $40,072,106 to reverse previously submitted redemption requests pursuant to the terms of the Forward Purchase Agreement. These shares are classified as mezzanine equity in the balance sheet as they are contingently redeemable upon the occurrence of certain events not solely within the control of the Company that allow for the effective redemption of such shares in cash at the option of Meteora (the Seller).

As of September 30, 2023, Seller has submitted Shortfall Sale notices totaling 51,624 shares that it sold through that date. Total shares that remain contingently redeemable have been reduced by the shares sold to date by the Seller, resulting in a reclassification of shares and associated additional paid-in-capital totaling $548,595 from temporary (mezzanine) equity to permanent equity. As of September 30, 2023 and December 31, 2022, as adjusted for the retroactive application of recapitalization and the reclassification to permanent equity for the reduction in shares remaining subject to contingent redemptions, the Company has recorded mezzanine equity at historical cost, which was $39,523,511 and zero, respectively. The fair value of mezzanine equity was calculated based on the closing stock price of ELIQ on the reporting date (Level 1), and as of September 30, 2023 and December 31, 2022, the fair value of mezzanine equity was estimated to be $6,571,949 and zero, respectively.

Pre-2023 Preferred Stock

During the three and nine months ended September 30, 2023, no preferred stock warrants were exercised. During the three and nine months ended September 30, 2022, preferred stock warrants were exercised and 612,693 common shares were retroactively issued, as converted from pre-2023 preferred stock at the Exchange Ratio, in exchange for proceeds of $693,000, as well as a reduction in warrants liability of $9,932,991 for a total of $10,625,991.

a.Dividends

The holders of pre-2023 preferred stock were entitled to dividends, which accumulated on each outstanding share of pre-2023 preferred stock at the rate per annum of 8% of a base amount equal to the sum of (i) the initial conversion price of approximately $1.54 per share of pre-2023 Seed Preferred, approximately $0.30 per share of pre-2023 Seed-1 Preferred, and approximately $0.61 per share of pre-2023 Seed-2 Preferred, as converted at the Exchange Ratio, and (ii) the amount of any previously accumulated and compounded dividends on such share. Dividends on pre-2023 preferred stock were only payable when declared by the Company’s Board of Directors, a dividend on common stock was declared, or conversion of the underlying pre-2023 preferred stock to common stock. During the three months ended September 30, 2023 and 2022, dividends in the amount of $45,803 and $451,895, respectively, were accumulated. During the nine months ended September 30, 2023 and 2022, dividends in the amount of $978,752 and $1,283,334, respectively, were accumulated. At the Closing Date of the Business Combination, the cumulative accumulated dividends of $5,645,415, which are not recognized in the condensed

consolidated statements of changes in stockholders’ deficit, and condensed consolidated balance sheets, were converted into 529,442 shares of Class A common stock at the Exchange Ratio. See Note 14 for a description of additional shares of Class A common stock issued to account for compounding interest on dividends associated with pre-2023 preferred stock that was converted to shares of Class A common stock.

b.Optional Conversion

Each share of pre-2023 preferred stock was convertible, at the option of the holder, at any time, and without payment of any additional consideration, into fully paid shares of the Company’s common stock. The conversion price was equal to the pre-2023 Seed preferred OIP. However, the pre-2023 Seed Preferred shares included an anti-dilution clause whereby if at any time after the original issue date the Company issued additional Shares of common stock without consideration or for a consideration per share less than the applicable pre-2023 preferred conversion price in effect immediately prior to such issuance or deemed issuance, then the applicable seed preferred Conversion Price shall be reduced, concurrently with such issue, from approximately $1.54 per share of pre-2023 Seed Preferred to approximately $1.20 per share of pre-2023 seed preferred, as converted at the Exchange Ratio. The pre-2023 Seed Preferred shares included an anti-dilution factor of approximately 1.288 per share.

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Stockholders' Deficit

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Stockholders' Deficit

Stockholders’ Deficit

Retroactive Conversion of Shares due to Business Combination

Pursuant to the recapitalization, par value, of $0.0001 per share, was adjusted to reflect the historical equity balances of the Company’s legal acquirer, TLG, with the difference in par value from its historical presentation being reflected in additional paid-in capital, and historical accumulated deficit balances presented are those of the accounting acquirer, Legacy Electriq, in the Company’s condensed consolidated balance sheets. The recapitalization resulted in the following retroactive conversions of common shares outstanding due to the Business Combination as of:

Shares of common stock outstanding	December 31, 2022	December 31, 2021
As previously reported	242,302,003	217,588,804
Retroactive application of recapitalization:
Reversal of shares, as previously reported	(242,302,003)	(217,588,804)
Recapitalization of common shares outstanding at Exchange Ratio	1,837,507	1,650,094
Conversion of pre-2023 preferred stock outstanding at Exchange Ratio	16,537,692	15,924,999
Additional common shares issued on pre-2023 preferred stock after applying an anti-dilution factor	2,997,836	2,821,323
As converted	21,373,035	20,396,416

a.Common Stock

In connection with the Business Combination described in Note 1, Electriq amended and restated its charter and bylaws and adopted a certificate of designation with respect to a series of preferred stock. Electriq’s authorized capital stock includes 500,000,000 shares of common stock, par value $0.0001 per share.

As disclosed in Notes 1 and 5, on June 8, 2023, Notes Conversion Agreements were executed between the Company and various noteholders whereby the noteholders have agreed to convert $10,130,000 of loans payable, including accrued interest (exclusive of the SPAC Executive Notes), which resulted in the issuance of 1,266,250 shares of Electriq common stock, as converted at the Exchange Ratio, including 253,250 shares of common stock issued as an incentive prior to Closing. Further, on June 8, 2023, a Notes Conversion Agreement was executed by and among the Company, TLG and the SPAC Executive whereby the parties agreed that simultaneous with the closing of the Business Combination, the SPAC Executive Notes were automatically converted into securities of the new public entity, upon which the SPA and the SPAC Executive Notes were terminated including any rights of

conversion set forth therein, and cancelled. The $8,500,000 in principal outstanding on the SPAC Executive Notes immediately prior to the close of the Merger Agreement automatically converted into 1,062,500 shares of Class A common stock, including 212,500 shares of common stock issued as an incentive at the Closing Date, and all accrued interest on the SPAC Executive Notes were paid prior to the Closing Date.

As disclosed in Note 1, with respect to subscription agreements signed in June 2023, including the $18,100,000 of Pre-Closing Financings, a total of $11,000,000 of Pre-Closing Financings was received through June 30, 2023 and the remaining $7,100,000 of Pre-Closing Financings was received in July 2023. This resulted in the issuance of an additional 2,262,500 shares of Electriq common stock, as converted at the Exchange Ratio, including 452,500 shares of common stock issued as an incentive prior to Closing. Further, in June and July 2023, certain investors entered into subscription agreements with TLG to purchase 650,000 shares of TLG common stock for $6,500,000 of Closing Financings, which was received on the Closing Date.

As disclosed in Note 1, the Sponsor Amendment provided that Sponsor would convert all Working Capital Loans into shares of TLG common stock, TLG preferred stock and warrants at Closing. At Closing, TLG Operating Expenses totaling $9,066,350, including $7,202,350 in Working Capital Loans, were converted into 756,635 shares of TLG common stock, 378,318 of TLG preferred stock and 1,000,000 warrants with terms identical to the terms of the Sponsor IPO Private Placement Warrants.

As disclosed in Note 8, the Company determined the total fair value received for each transaction to be the cash amount paid by the investors, the total amounts of notes converted or TLG operating expenses converted, in exchange for the stock. The Company utilized a third-party valuation specialist to determine the fair value of the common stock and the cumulative mandatorily redeemable preferred stock issued based on the relative fair values in order to allocate the fair value of the consideration received to the shares issued. The fair value calculation was based on a variety of assumptions, including the use of a market yield to discount the future payout to present value and applying a discount related to the lack of marketability, which resulted in a fair value of common stock and cumulative mandatorily redeemable preferred stock per share. The Company allocated the fair value to the cumulative mandatorily redeemable preferred stock based on the percentage or proportion it represented within the total fair value received, with the remaining fair value allocated to the common stock. This was calculated by subtracting the fair value of the preferred stock from the total fair value received to determine the fair value of common stock. The Company has concluded that the common stock issued should be classified as a component of Stockholders’ deficit in the condensed consolidated balance sheets. Subsequent changes in fair value of common stock issued are not recognized as long as the contract continues to be classified as a component of Stockholders’ deficit.

As described in Notes 1 and 9, the reverse merger is being accounted for as a reverse recapitalization, and is accounted for as the equivalent of a capital transaction in which Electriq, the accounting acquirer, is issuing stock for the net assets of TLG, and is considered to be the equivalent of the operating company issuing shares for the net monetary assets of the SPAC, followed by a recapitalization. The recapitalization resulted in a retroactive increase in TLG common stock outstanding of 20,064,970 shares of TLG common stock upon the retroactive conversion of pre-2023 seed preferred shares outstanding at the Exchange Ratio, including additional shares issued as a result of applying an anti-dilution factor and the conversion of accumulated dividends on pre-2023 seed preferred.

As described in Notes 1 and 5, at the merger Closing Date, all outstanding SAFE notes were converted into 4,090,384 shares of Class A common stock in the newly merged public entity at a fair value of approximately $6.06 per share at the Closing Date. As described in Note 11, outstanding Electriq warrants immediately prior to the merger Closing Date with a fair value of $2,185,254 were exchanged into 360,603 shares of Class A common stock. The warrants were exchanged on a cashless basis. The difference between the fair value of the warrants at the transaction date, which equaled the conversion price, and the historical carrying value of the warrants has been reflected in accumulated deficit.

Finally, as disclosed in Note 1, pursuant to an amendment to the Sponsor Agreement signed on June 8, 2023, at Closing, the Sponsor relinquished and cancelled, for no consideration, an additional 3,270,652 shares of its TLG Class F common stock. Immediately prior to the Closing Date of the merger, TLG had 5,000,000 shares of its TLG Class F common stock issued and outstanding. Upon completion of the Business Combination, 1,729,348 former

shares of Class F Common Stock were recapitalized as Class A common stock in New Electriq. Further, the non-redemption of 211,797 shares of TLG common stock also resulted in an increase in shares of New Electriq common stock immediately after the Closing Date. Immediately prior to the Closing Date, there were 7,948,405 of Class A TLG common stock subject to possible redemption As described in Note 1, Stockholders holding 7,736,608 of TLG’s public shares exercised their right to redeem such shares for a pro rata portion of the funds in TLG’s trust account at the Closing Date.

Immediately after giving effect to the Business Combination, there were 38,120,937 issued and outstanding shares of common stock and there is only one class, Class A, of common stock outstanding in ELIQ as of the Closing Date.

Common stock, issued and outstanding was 38,020,283 and 21,902,477 shares as of September 30, 2023 and December 31, 2022, respectively, excluding 3,734,062 and zero shares that are contingently redeemable and classified in mezzanine equity.

b.Restricted Stock Awards

A restricted stock award is a grant of company stock in which the recipient's rights in the stock are restricted until the shares vest. As per the Company’s 2023 Equity Incentive Plan, unless otherwise set forth in an individual award agreement, each award shall vest over a three year period with one-third of the award vesting on each annual anniversary of the date of grant. The fair market value of a restricted stock award is the market value as determined by the closing price of the stock on the date of grant.

In connection with the Business Combination, the Company adopted the Electriq Power Holdings, Inc. 2023 Equity Incentive Plan in order to facilitate the grant of equity awards to attract, retain and incentivize employees (including the named executive officers), independent contractors and directors of Electriq and its affiliates, which is essential to Electriq’s long-term success. Persons eligible to participate in the 2023 Equity Incentive Plan will be officers, employees, non-employee directors and consultants of Electriq and its subsidiaries as selected from time to time by the plan administrator in its discretion. The Equity Incentive Plan will continue in effect for a term of ten years.

Subject to the adjustment provisions contained in the 2023 Equity Incentive Plan, the number of shares of Class A common stock subject to awards that may initially be granted under the 2023 Equity Incentive Plan will be equal to ten percent (10%) of the aggregate number of shares of Class A common stock issued and outstanding on a fully diluted basis immediately after the Closing (after giving effect to the Redemption Rights). Shares issuable under the 2023 Equity Incentive Plan may be authorized, but unissued, or reacquired shares of Class A common stock.

Shares underlying any awards under the 2023 Equity Incentive Plan that are forfeited, cancelled, held back upon exercise of an option or settlement of an award to cover the exercise price or tax withholding, satisfied without the issuance of stock or otherwise terminated (other than by exercise) will again be available for issuance under the Equity Incentive Plan.

The initial 2023 equity incentive plan pool reflected a reserve of 6,460,874 of issuable shares of Class A common stock as of the Closing Date. On August 22, 2023, the Company granted 3,616,360 restricted stock awards with a cumulative grant date fair value of $5,677,685, or $1.57 per share, to directors, officers and key employees. Stock compensation expense will be recognized over the three year service period and we recognize forfeitures as they occur. For both the three and nine months ended September 30, 2023, the Company recognized $207,404 of stock compensation expense on restricted stock awards, and is included in general and administrative in the condensed consolidated statements of operations. As of September 30, 2023, an aggregate of 3,616,360 restricted stock awards have been granted under the 2023 equity incentive plan, and an aggregate total of 2,844,514 shares are still available to be granted under the plan.

c.Stock Options

As disclosed in Note 1, each outstanding vested and unvested Electriq stock option was assumed by TLG, cancelled and converted into an option to purchase a number of shares of Class A common stock equal to (a) the

product of the number of shares of Electriq common stock underlying such Electriq stock option immediately prior to the Closing multiplied by the Exchange Ratio at an exercise price per share equal to the quotient obtained by dividing (A) the exercise price per share of Electriq common stock underlying such Electriq stock option immediately prior to the Closing by (B) the Exchange Ratio. Share values outlined below were retroactively converted at the Exchange Ratio.

On September 27, 2015, the Company’s Board of Directors authorized and approved the adoption of the 2015 Equity Incentive Plan effective January 29, 2016. Subsequently, the plan was amended, the most recent of which was on March 12, 2020, allowing an aggregate of 2,737,030 shares to be issued. The plan shall terminate ten years after the plan’s adoption by the Board of Directors. As noted above, each outstanding vested and unvested Electriq stock option was assumed by TLG, cancelled and converted into an option to purchase a number of shares of TLG Class A common stock. As of September 30, 2023, an aggregate of 3,146,295 stock options were granted to date, 435,409 shares have been forfeited or expired to date and are included in the shares available to be granted and an aggregate total of 44,947 shares are still available to be granted under the plan.

During the nine months ended September 30, 2023 and 2022, the Board of Directors approved the grant of 41,709 and 548,343 stock options, respectively, to the Company’s employees, executives and consultants valued at $317,270 and $5,822,549, respectively, or an average of $7.61 and $10.62 per share, respectively. The term of the options is approximately ten years, and the vesting period is four years.

In applying the Black-Scholes option pricing model, the Company used the following assumptions during the first nine months of:

	2023	2022
Risk-free interest rate	3.53%—4.27%	1.43%—3.88%
Expected term (years)	6.25	5.21 - 6.25
Expected volatility	71.52% - 71.65%	71.65% - 73.53%
Expected dividends	—	—

The following table summarizes the stock option activity for the nine months ended September 30, 2023:

	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)
Outstanding at December 31, 2022	1,151,710	$	0.84	8.8
Grants	41,709	$	9.23	10.0
Exercised	(64,860)	$	0.86	8.8
Forfeited	(41,828)	$	1.19	8.5
Outstanding at September 30, 2023	1,086,731	$	1.15	8.1

The following table presents information relating to stock options as of September 30, 2023:

Options Outstanding			Options Exercisable
Exercise Price	Number of Options	Weighted Average Remaining Life (years)	Exercisable Number of Options	Weighted Average Remaining Life (years)
$0.0132	7,394	3.0	7,394	3.0
$0.527	120,370	6.6	101,640	6.5
$0.791	498,972	7.7	441,464	7.7
$0.9362	416,390	9.0	336,634	9.0
$9.23	43,605	9.6	—	—
Totals	1,086,731	7.8	887,132	8.0

As of September 30, 2023, 139,637 stock options had been exercised, but had not yet vested. If the option holder leaves, the Company has the right to purchase back all unvested exercised options at the initial exercise price, which as of September 30, 2023 would be $111,063. As of September 30, 2023 and December 31, 2022, there were 344,285 and 801,102 unvested shares, respectively, with a weighted average grant date fair value of $7.26 and $8.65 per share, respectively.

The stock-based compensation expense related to option grants was $285,713 and $287,430 during the three months ended September 30, 2023 and 2022, respectively, and $3,081,964 and $765,257 during the nine months ended September 30, 2023 and 2022, respectively, and is included in general and administrative in the condensed consolidated statements of operations. As of September 30, 2023, the remaining stock-based compensation expense related to unvested option grants was $1,963,762, which is expected to be recognized over a weighted average remaining period of 2.8 years.

As of September 30, 2023 and December 31, 2022, the aggregate intrinsic value of stock options outstanding and stock options exercisable was $661,940 and $14,319,711, respectively, and $843,193 and $6,662,522, respectively. For the nine months ended September 30, 2023, the total intrinsic value of the stock options exercised was $537,764.

Effective until the merger Closing Date, the Company and its Chief Executive Officer (“CEO”) had an agreement whereby the CEO was protected from dilution arising from the issuance of stock or convertible loans. The CEO’s ownership percentage was to remain at 6%. As of the Closing Date, all required shares had been issued to the CEO in accordance with this agreement.

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Warrants

9 Months Ended

Sep. 30, 2023

Warrant Liability Disclosure [Abstract]

Warrants

Warrants

The Company uses the guidance in ASC 480 to determine its accounting for warrants. Outstanding legacy Electriq common stock warrants immediately prior to the merger Closing Date with a fair value of $2,185,254 were exchanged into 360,603 shares of Class A common stock. The warrants were exchanged on a cashless basis. The difference between the fair value of the warrants at the transaction date, which equaled the conversion price, and the historical carrying value of the warrants has been reflected in accumulated deficit. The valuation of the legacy Electriq warrant liabilities, both preferred stock warrants and common stock warrants, was made using the option-pricing method and the following assumptions as of September 30:

	2023	2022
Term	—	0.6 - 2.0 years
Risk-free interest rate	—	2.5% - 4.2%
Volatility	—	90% - 100%

a.Common Stock

Legacy common stock warrants allowed the holder to purchase common stock. The common stock warrants were classified as liabilities under ASC 480 as they had the right to purchase shares of common stock of the Company for a variable number of shares.

In connection with the issuance of certain SAFE notes in 2021, the Company contemporaneously issued warrants to purchase shares of common stock. These warrants were exercisable any time after issuance and had a life of 2 years from the date of issuance. These warrants provided the respective SAFE investors with the ability to obtain a variable number of shares of common stock of the Company equal to the amount of the SAFE investment divided by a defined exercise price. The Company recorded the warrants as a liability under ASC 480 and re-measured the fair value at the end of each reporting period, with changes in fair value reported in operations. As of September 30, 2023 and December 31, 2022, the fair value of the common stock warrants was zero and $14,114,411, respectively. Decrease in the fair value of warrants to purchase shares of common stock as of the Closing Date, immediately prior to the conversion of the warrants into shares of Class A common stock, was primarily the result of the fair value of equity in an IPO scenario based on revised estimated SPAC proceeds of $275 million and discounted to present value, as compared to prior valuations which considered $495 million of estimated SPAC proceeds, as well as reduced remaining time value until the warrants expire. For the three months ended September 30, 2023 and 2022, the Company recorded gains of $2,632,932 and $411,814, respectively, and for the nine months ended September 30, 2023 and 2022, the Company recorded a gain of $11,929,157 and a loss of $6,751,769, respectively, within other expense (income) in the condensed consolidated statements of operations related to fair value adjustments for legacy common stock warrants.

b.Pre-2023 Preferred Stock

Legacy pre-2023 preferred stock warrants allowed the holder to purchase pre-2023 Seed Preferred stock. The pre-2023 preferred stock warrants were classified as liabilities under ASC 480 as the underlying shares into which the warrant was exercisable were contingently redeemable.

During June 2019, the Company issued warrants to purchase shares of its pre-2023 Seed Preferred stock to existing investors for assistance in fundraising. The warrants were exercisable any time after issuance and had a life of 3 years from the date of issuance. As of September 30, 2023 and December 31, 2022, there were no remaining warrants outstanding to purchase shares of pre-2023 Seed Preferred stock. During the three and nine months ended September 30, 2023, there were no preferred stock warrants exercised. During the three and nine months ended September 30, 2022, preferred stock warrants were exercised and 612,693 common shares were retroactively issued, as converted from pre-2023 preferred stock at the Exchange Ratio, in exchange for proceeds of $693,000, as well as a reduction in warrants liability of $9,932,991 for a total of $10,625,991.

For the three months ended September 30, 2023 and 2022, the Company recorded zero gains or losses, and for the nine months ended September 30, 2023 and 2022, the Company recorded losses of zero and $3,515,845, respectively, within unrealized fair value adjustments in the condensed consolidated statements of operations related to fair value adjustments for legacy pre-2023 preferred stock warrants and expired warrants.

c.Public Warrants

As of September 30, 2023 and December 31, 2022, the Company had 13,333,333 and zero Public Warrants outstanding, respectively. As a result of the Business Combination, Public Warrants were recorded at a fair value of $1,600,000 in equity at the Closing Date. After completion of the Business Combination, Electriq has only a single class of participating securities. Therefore, in the event of a tender offer of more than 50% of outstanding equity, a change of control would occur and settlement of warrants in cash or other assets would not preclude equity classification under ASC 815-40-25. Further the Company notes that there are no settlement features that otherwise preclude the Public Warrants from being considered fixed-for-fixed under ASC 815-40-15 and being considered equity classified under ASC 815-40-25 post-merger. Therefore, we have presented these Public Warrants as equity classified instruments.

Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The warrants have an exercise price of $6.57 per share, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

Redemption of warrants for cash:

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):

•in whole and not in part;

•at a price of $0.01 per warrant;

•upon a minimum of 30 days’ prior written notice of redemption; and

•if, and only if, the last reported sale price of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. Any such exercise would not be on a “cashless” basis and would require the exercising holder to pay the exercise price for each warrant being exercised.

If the Company calls the warrants for redemption as described above, the management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.”

Redemption of warrants for Class A common stock:

Commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding warrants:

•in whole and not in part;

•at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock;

•if, and only if, the last reported sale price of Class A common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company send the notice of redemption to the warrant holders;

•if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding Public Warrants, as described above; and

•if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given.

The “fair market value” of Class A common stock for the above purpose shall mean the average last reported sale price of Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

d.Private Placement Warrants

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor, RBC or their permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor, RBC or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

The Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed consolidated statements of operations.

As described in Note 1, at Closing, all TLG Operating Expenses totaling $9,066,350, including $7,202,350 of Working Capital Loans, were converted into 756,635 shares of TLG common stock, 378,318 of TLG preferred stock and 1,000,000 private placement warrants with terms identical to the terms of the Sponsor IPO Private Placement Warrants.

As noted in Note 1, pursuant to an amendment to the Sponsor Agreement signed on June 8, 2023, at the Closing, the Sponsor relinquished and cancelled, for no consideration, all of the 4,666,667 private placement warrants that it received in connection with TLG’s initial public offering. As of the Closing Date, there were 2,000,000 private placement warrants outstanding, in addition to the 1,000,000 private placement warrants granted at the Closing Date.

As of September 30, 2023 and December 31, 2022, the Company had 3,000,000 and zero Private Warrants outstanding, respectively.

For both the three and nine months ended September 30, 2023, the Company recorded gains of $7,120,397 in unrealized fair value adjustments in the condensed consolidated statements of operations related to fair value adjustments for Private Placement Warrants. As of September 30, 2023 and December 31, 2022, the Company has recorded a derivative warrants liability for Private Placement Warrants of $3,039,603 and zero, respectively, which is classified as a non-current liability in the Company’s condensed consolidated balance sheet, as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. The valuation of the derivative warrants liability for Private Placement Warrants was made using the option-pricing method and the following assumptions as of September 30:

	2023
Term	4.83 years
Risk-free interest rate	4.56%
Volatility	102%
Dividend yield	—
Exercise price	$6.57
ELIQ stock price at measurement date	$1.76

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Fair Value

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value

Fair ValueAs of September 30, 2023 and December 31, 2022, the Company had financial instruments which were measured at fair value on a recurring basis using significant unobservable inputs (Level 3). Significant changes in

the inputs could result in a significant change in the fair value measurements. See each respective footnote for information on the assumptions used in calculating the fair value of financial instruments. See Notes 5 and 11 for disclosures related to the decline in fair value of SAFE notes and common stock warrant liabilities, respectively, that resulted in unrealized fair value adjustment gains recognized in other expense (income) in the condensed consolidated statements of operations for the nine months ended September 30, 2023.

The initial fair value of the forward purchase contract asset at the Closing Date was $18,475,421, net, which includes a forward purchase contract asset related to the payment of the $37,261,790 (including $189,684 in transaction costs) to Meteora at the Closing Date, offset by the change in the fair value of the forward purchase contract asset of $18,596,685 which has been recorded as a charge to unrealized fair value adjustments in the Company’s condensed consolidated statements of operations. The estimated fair value of the forward purchase contract derivative was calculated using a Black-Scholes option pricing model and used significant assumptions including the risk free rate and volatility. As of September 30, 2023, the change in fair value of the forward purchase derivative contract from the Closing Date reflected a further decrease in the fair value of the forward purchase contract asset, and a corresponding remeasurement loss of $16,495,261 was recognized, resulting in a cumulative loss of $34,970,682 reflected in unrealized fair value adjustments in our condensed consolidated statements of operations for both the three and nine months ended September 30, 2023. The forward purchase contract asset was reported at its fair value of $2,101,424, net, as of September 30, 2023, and its decline in fair value is primarily driven by a decrease in the common stock price per share of ELIQ, and to a lesser extent to a decrease in remaining time value on the contract. The forward purchase contract asset of $2,101,424, net, as of September 30, 2023 reflects a prepayment to Meteora at the Closing Date of the Business Combination of $37,072,106, less the fair value of the forward purchase contract derivative of $34,970,682.

The valuation of the forward purchase derivative contract was made using the option-pricing method and the following assumptions as of September 30, 2023:

Term	0.33 years
Risk-free interest rate	5.47%
Volatility	89%
Stock price at measurement date	$1.76
Dividend yield	—

The following table sets forth the Company’s financial instruments that were measured at fair value using Level 3 inputs on a recurring basis for the nine months ended September 30, 2023:

	Legacy Common Stock Warrant Liabilities		Derivative Warrants Liability		SAFE Notes		Forward Purchase Contract Asset		Total
Balance at December 31, 2022	$	(14,114,411)	$	—	$	(51,600,000)	$	—	$	(65,714,411)
Issuance of Private Placement Warrants in Business Combination	—		(1,500,000)		—		—		(1,500,000)
Amount prepaid on forward purchase contract asset							37,072,106		37,072,106
Changes in fair value included in operations	11,929,157		7,120,397		26,812,272		(34,970,682)		10,891,144
Opening balance sheet fair value adjustment for assumed derivative warrants liability in Business Combination	—		(8,660,000)		—		—		(8,660,000)
Conversions into Class A common stock at Close	2,185,254				24,787,728				26,972,982
Balance at September 30, 2023	$	—	$	(3,039,603)	$	—	$	2,101,424	$	(938,179)

The following table sets forth the Company’s financial instruments that were measured at fair value using Level 3 inputs on a recurring basis for the nine months ended September 30, 2022:

	Preferred Stock Warrant Liabilities		Legacy Common Stock Warrant Liabilities		SAFE Notes		Total
Balance at December 31, 2021	$	(6,417,146)	$	(6,502,538)	$	(30,998,000)	$	(43,917,684)
Changes in fair value included in operations	(3,515,845)		(6,751,769)		(21,861,000)		(32,128,614)
Warrants exercised	9,932,991		—		—		9,932,991
Balance at September 30, 2022	$	—	$	(13,254,307)	$	(52,859,000)	$	(66,113,307)

There were no transfers into or out of Level 3 financial instruments during the nine months ended September 30, 2023 and 2022.

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Income Taxes

9 Months Ended

Sep. 30, 2023

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The Company did not incur income tax expense for the three or nine months ended September 30, 2023 and 2022.

Deferred income tax balances reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their tax bases used for income tax purposes and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. Deferred tax assets are evaluated for future realization and reduced by a valuation allowance to the extent the Company believes they will not be realized.

The Company has evaluated the realizability of its deferred tax assets and based on an evaluation of all available evidence, both objective and subjective, it has concluded that presently it is more likely than not that the deferred tax assets will not be utilized in the foreseeable future. Therefore, a full valuation allowance was established against the deferred tax assets as of September 30, 2023 and December 31, 2022.

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Subsequent Events

9 Months Ended

Sep. 30, 2023

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

On October 30, 2023, the Company announced that its Chief Operating Officer and General Counsel, James Van Hoof, Jr., resigned from the Company, effective November 10, 2023, to pursue other opportunities. Mr. Van Hoof’s operational responsibilities were assumed by Maria Ravn Huusom, the Company’s SVP of Operations, who joined the Company in August 2021. In addition, the Company has initiated a search for a candidate to assume certain of Mr. Van Hoof’s responsibilities as General Counsel.

On November 6, 2023, the Company’s Executive Compensation Committee approved the issuance of 545,000 restricted stock awards for Company employees that are expected to be granted shortly after November 15, 2023. The Company’s Executive Compensation Committee also approved the modification of Legacy Electriq stock options assumed in the Business Combination, allowing employees to exchange their outstanding Legacy stock options for replacement stock options under the 2023 Equity Incentive Plan.. The stock option will be only exercisable, in whole or in part, before they expire and then only with respect to the vested portion of the stock option. If the replacement stock options are accepted by an employee, the vesting terms of the Legacy Electriq stock options shall be modified such that fifty percent (50%) of the shares of Electriq Common Stock shall vest on December 31, 2023, and fifty percent (50%) of the shares subject to the stock options shall vest on December 31, 2024, provided that optionee remains in service with the Company through each such vesting date.

On November 12, 2023, the Company executed a binding term sheet with Meteora (the “Binding Term Sheet”) whereby, upon execution of the definitive agreements, which is expected to occur prior to November 30, 2023, the Forward Purchase Agreement would be terminated and Meteora would retain the 3,785,686 common shares purchased free and clear of all obligations under the Forward Purchase Agreement. In exchange for the Prepayment Shortfall (as defined in the Forward Purchase Agreement) being deemed repaid in full to Meteora and no future Shortfall Sales (as defined in the Forward Purchase Agreement) being made, Meteora will receive consideration of 3,500,000 warrants exercisable for $0.001 at Meteora's sole discretion. Meteora is restricted to exercising the number of warrants equal to a fixed value of $3,500,000. If any warrants remain unexercised after the fixed value of $3,500,000 is reached, the balance of warrants shall be terminated. If the definitive documents are not entered into on or before November 30, 2023, which time may be extended by Meteora, the Binding Term Sheet will terminate.

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Pay vs Performance Disclosure - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Pay vs Performance Disclosure
Net loss	$ (19,953,449)	$ 16,521,543	$ (10,032,916)	$ (10,163,098)	$ (26,363,552)	$ (7,937,071)	$ (13,464,822)	$ (44,463,721)

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Insider Trading Arrangements	3 Months Ended
	Sep. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Basis of Reporting

Basis of Reporting

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, certain disclosures included in the annual financial statements have been condensed or omitted from these unaudited condensed consolidated financial statements as they are not required for interim financial statements under GAAP and the rules of the SEC. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023 or any future period.

The Unaudited condensed consolidated financial statements presented herein have been prepared by the Company in accordance with the accounting policies described in its December 31, 2022 Consolidated Financial Statements, included in Form S-1 which was determined effective on November 13, 2023, and should be read in conjunction with the Notes to condensed consolidated financial statements which appear herein.

Principles of Consolidation

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of Electriq, its wholly-owned subsidiaries and its 80% owned subsidiary for which it has controlling interest. All significant intercompany balances and transactions have been eliminated in consolidation.

The Company’s revenues, expenses, assets and liabilities are primarily denominated in U.S. dollars, and as a result, the Company has adopted the U.S. dollar as its functional and reporting currency.

Use of Estimates

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions include the useful lives of property and equipment; inventory; stock-based compensation; warrants; derivatives; preferred stock; Forward Purchase Agreement; Simple Agreement for Future Equity (“SAFE”) notes; convertible notes; income taxes; and reserves for warranties.

Trade Accounts Receivable

Trade Accounts ReceivableAccounts receivable are recorded at original invoice amount less an allowance for uncollectible accounts that the Company believes will be adequate to absorb estimated losses on existing balances. The Company estimates the allowance based on collectability of accounts receivable, historical bad debts loss rate experience and expectations of forward looking estimates. Accounts receivable balances are written off against the allowance upon the Company’s determination such accounts are uncollectible. Recoveries of accounts receivable previously written off are recorded when received. Management believes credit risks on accounts receivable will not be material to the financial position of the Company or its results of operations.

Comprehensive Loss

Comprehensive LossThe Company applies Accounting Standards Codification Topic (“ASC”) Topic 220 (Reporting Comprehensive Income) which requires that all items that are recognized under accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. The items of other comprehensive income that are typically required to be displayed are foreign currency items, minimum pension liability adjustments, and unrealized gains and losses on certain investments in debt and equity securities.

Segment Information

Segment InformationASC 280-10, Segment Reporting (“ASC 280-10”), establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. ASC 280-10 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance.

Research and Development

Research and Development

The Company accounts for research and development costs in accordance with the ASC 730-10, Research and Development. Under ASC 730-10, all research and development costs must be charged to expense as incurred.

Revenue Recognition and Shipping and Handling Fees

Shipping and Handling FeesShipping and handling fees billed to customers, as well as the costs associated with shipping goods to customers, are recorded within selling, general and administrative expenses.

Revenue Recognition

Revenues are recognized in accordance with ASC 606, Revenue from Contracts with Customers, when control of the promised goods or services is transferred to the customers, in an amount the Company expects in exchange for those goods or services. The Company has contracts with customers which cover the products and services to be delivered, and specify the prices for products and services.

The Company recognizes revenue under the core principle that transfer of control to the Company’s customers should be depicted in an amount reflecting the consideration the Company expects to receive in revenue. The main performance obligations are the provisions of the following: 1) delivery of the Company’s products; 2) installation of Company’s products; and 3) ad-hoc engineering services.

Revenue is recognized when or as performance obligations are satisfied by transferring control of a promised good or service to a customer.

Product net revenue includes sales of energy storage systems and sales of installed energy storage solutions to homeowners.

The Company sells energy storage systems to installers and distributors, for which revenues are recognized at a point in time when control is transferred to the installer or distributor in accordance with the shipping terms, which, in most cases, is upon shipment at the Company’s warehouse shipping dock.

The Company sells installed energy storage solutions to homeowners through licensed installer subcontractors. The licensed installers were determined to be acting as agents on our behalf in these arrangements. Installations typically take up to three months to complete; however, there have been instances where the installation process has extended beyond three months. Revenues from the sale and installation of energy storage solutions are recorded as one performance obligation, as the solutions provided to the homeowners are not distinct in the context of the contract and are recorded following the input method over the life of the project. For each performance obligation satisfied over time, revenue is recognized by measuring the progress toward complete satisfaction of that performance obligation and is applied following a single method of measuring progress that must be applied consistently for similar performance obligations.

Ad-hoc engineering services are recognized at a point in time as the specified service is delivered to the customer.

On March 13, 2023, the Company entered into a multi-year agreement with EverBright, LLC, a subsidiary of a major U.S. clean-energy company to provide the Company financing to support the implementation of sustainable community networks throughout California. The agreement provides the Company with the exclusive right to install

systems for the first 8,000 customers that execute qualifying power purchase agreements under the sustainable community networks program. Following the 30 month anniversary of the arrangement, either party may terminate this agreement upon 60 days prior notice to the other party. The agreement provides that the Company will design and propose systems for approval by the clean-energy company based upon customer agreements with each customer. Upon approval by the clean-energy company, each system is then installed by the Company at a purchase price specified in the agreement, with the clean-energy company, as the purchaser of the system, making progress payments to the Company after achievement of certain milestones. This arrangement includes multiple performance obligations, including installed systems, grid services and software license revenues. Revenue from installed systems will be recognized over time following the output method, as systems are installed after control has transferred to the customer. Grid services revenue will be recognized over time as the services are performed. Software license revenue is not significant to the arrangement. The Company recognized $189,915 in product revenue upon reaching installation completion on this arrangement during both the three and nine months ended September 30, 2023. There was no revenue recognized on this arrangement in any periods prior to the three months ended September 30, 2023. The Company is currently in the project qualification approval, installation completion and final inspection stages of implementation for residential customers in Santa Barbara, San Luis Obispo and Ventura Counties in California.

In certain instances, the Company has recognized revenue under bill-and-hold arrangements with a customer. During the nine months ended September 30, 2022, the Company recognized $1,151,760 of revenue under bill-and-hold arrangements with a customer. The customer requested that the Company keep the products in its custody due to lack of sufficient storage capacity at the customer’s facility. The material was assembled in customer specific enclosures and palletized in the Company’s warehouse. The Company did not have the ability to use the product or direct its use to another customer, as it was clearly demarcated as belonging to the customer, and was ready for immediate release to the shipper, resulting in the recognition of revenue upon delivery to the Company’s warehouse dock. The timing of transfer of title and risk of loss was explicitly stated within the contract terms. This Company has not recognized any revenue under bill-and-hold arrangements during the nine months ended September 30, 2023.

Revenues are recorded net of estimated allowances and discounts based upon historical experience and current trends at the time revenue is recognized. The Company has elected to exclude sales tax from the transaction price.

The Company has elected to adopt the practical expedient which allows goods and services which are immaterial in the context of the contract to become part of other performance obligations in an arrangement.

Deferred revenues

Deferred revenues consist of contract liabilities for advance payments received from customers for its products. Deferred revenues are classified as short-term and long-term deferred revenues based on the period in which revenues are expected to be recognized. Revenues are recorded net of estimated allowances and discounts, which are considered variable consideration in the arrangements. Accordingly, when product revenues are recognized, the transaction price is reduced by the estimated allowances and discounts.

Contract costs

As a practical expedient, the Company expenses as incurred costs to obtain contracts as the amortization period would have been one year or less. These costs include our internal sales force and are recorded within sales and marketing expense in the Company’s condensed consolidated statements of operations.

Advertising

AdvertisingThe Company charges the cost of advertising to expense as incurred.

Concentration of Credit Risks and Other Risks and Uncertainties

Concentration of Credit Risks and Other Risks and Uncertainties

Financial instruments potentially subjecting the Company to concentrations of credit risk consist principally of cash and accounts receivable. Cash is mainly deposited on demand at one financial institution in the U.S. At times, such deposits may be in excess of insured limits. The Company has not experienced any losses on its deposits of cash.

The Company’s accounts receivables are derived from revenue earned from customers located throughout the world. When necessary, the Company performs credit evaluations of its customers’ financial condition and sometimes requires partial payment in advance of shipping.

Income Taxes

Income Taxes

The Company and its subsidiaries account for income taxes in accordance with ASC 740, Income Taxes. ASC 740 prescribes the use of the liability method, whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates that will be in effect when the differences are expected to reverse.

Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. Deferred tax assets are evaluated for future realization and reduced by a valuation allowance to the extent the Company believes they will not be realized.

The Company accounts for uncertain tax positions in accordance with ASC 740. ASC 740-10 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative probability) likely to be realized upon ultimate settlement.

The Company classifies interest and penalties related to income taxes, if any, as a component of income tax expense in its condensed consolidated statements of operations.

Fair Value of Financial Instruments

Fair Value of Financial InstrumentsThe fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed consolidated balance sheets, primarily due to their short-term nature, except for the derivative warrant liabilities and the forward purchase contract asset

Fair Value Measurements

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest

priority to unobservable inputs (Level 3 measurements). These tiers include:

• Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

• Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Derivative Warrant Liabilities

Derivative Warrants Liability

The Company does not use derivative instruments to hedge exposures to cashflow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. The preferred stock warrants were for contingently redeemable preferred stock, and as such, the preferred stock warrants were classified as a liability in warrants liability in the condensed consolidated balance sheets. The common stock warrants were legally detachable, transferable, and exercisable into a variable number of shares, and as such were classified as a liability in warrants liability in the condensed consolidated balance sheets. The warrants liability is subject to a fair value remeasurement each period with an offsetting adjustment reflected in unrealized fair value adjustments in the condensed consolidated statements of operations.

The Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. The Private Placement Warrants failed the indexation guidance in ASC 815-40. Provisions within the warrant agreement preclude the Private Placement Warrants from being considered indexed to the Company’s own stock, and thus the Private Placement Warrants are classified as a liability measured at fair value. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and remeasures to fair value at each reporting period. Changes in fair value are recognized in the Company’s condensed consolidated statements of operations.

The Company’s Private Placement Warrants have been measured to fair value using the option-pricing method. See Note 11. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Forward Purchase Contract Asset

Forward Purchase Contract Asset

The Company accounts for the forward purchase contract asset as a derivative instrument in accordance with the guidance in ASC 480-10. The instrument is subject to remeasurement at each balance sheet date, with changes in fair value recognized in the statements of operations. See Note 12. The ability of the Company to receive any of the proceeds from the forward purchase contract asset is dependent upon factors outside the control of the Company. The Company established the fair value of the forward purchase contract asset on the Closing Date of the Business Combination.

The estimated fair value of the forward purchase contract asset was calculated using a Black-Scholes option pricing model and used significant assumptions including the risk free rate and volatility. Given the limited trading history of the Company, the Company utilized the volatility of a peer group of similar public companies.

Forward purchase contract asset was classified as a current asset, as its liquidation is reasonably expected to use or require current assets or the creation of current liabilities.

Contingently Redeemable Class A Common Stock

Contingently Redeemable Class A Common StockThe Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. The Company’s Class A common stock is classified as mezzanine equity as it features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.

Embedded Derivatives

Embedded Derivatives

The Company accounts for embedded derivatives at fair value in accordance with ASC 815-15, Derivatives and Hedging; Embedded Derivatives. Embedded derivatives that are required to be bifurcated from the underlying host instrument are accounted for and valued as a separate financial instrument.

Product Warranties

Product Warranties

The Company provides a warranty on all its products, which is the shorter of ten years or when the usage exceeds 7.52 megawatt hours (MWh), except one customer during 2020 and prior where the warranty excludes batteries and limits the inverter warranty to five years. Estimated future warranty costs are accrued and charged to cost of goods sold in the period the related revenue is recognized. These estimates are derived from historical data and trends of product reliability and estimated costs of repairing and replacing defective products.

Share-based Compensation

Stock-based Compensation

Stock-based awards issued to employees, executives and consultants are valued as of the grant date. Corresponding compensation expense is recognized over the applicable vesting period. For awards with a service condition for vesting, the related expense is recognized on a straight-line basis over the entire award’s actual or implied vesting period.

The Company uses the Black-Scholes option pricing model to estimate the fair value of stock-based awards as of the date of grant. This requires management assumptions that involve inherent uncertainties and the application of judgment, including (a) the fair value of the Company’s common stock on the date of the option grant, (b) the expected term of the stock option until its exercise by the recipient, (c) expected stock price volatility over the expected term, (d) the prevailing risk-free interest rate over the expected term, and (e) expected dividend payments over the expected term.

Management estimates the expected term of awarded stock options utilizing the “simplified method” as the Company does not yet have sufficient exercise history. Further, the Company lacked company-specific historical and implied volatility information of its stock. Accordingly, management estimates this expected volatility using its designated peer-group of publicly-traded companies for a look-back period, as of the date of grant, which corresponds with the expected term of the awarded stock option.

The Company estimates the risk-free interest rate based upon the U.S. Department of the Treasury yield curve in effect at award grant for time periods that correspond with the expected term of the awarded stock option. The Company accounts for forfeitures as they occur. The Company’s expected dividend yield is zero because it has never paid cash dividends and does not expect to for the foreseeable future.

Given the absence of a public trading market prior to the completion of the Business Combination, the Company’s Board of Directors, with input from management, considered numerous objective and subjective factors to determine the fair value of its common stock. The factors included: (1) third-party valuations of the Company’s common stock; (2) the Company’s stage of development; (3) the status of research and development efforts; (4) the rights, preferences and privileges of the Company’s preferred stock relative to common stock; (5) the Company’s operating results and financial condition, including the Company’s levels of available capital resources; (6) equity market conditions affecting comparable public companies; (7) general U.S. market conditions; and (8) the lack of current marketability of the Company’s common stock. Subsequent to the Closing Date, the closing price of ELIQ on the date of grant is utilized for the measurement of stock compensation expense.

A restricted stock award is a grant of company stock in which the recipient's rights in the stock are restricted until the shares vest. As per the Company’s 2023 Equity Incentive Plan, unless otherwise set forth in an individual award agreement, each award shall vest over a three year period with one-third of the award vesting on each annual anniversary of the date of grant. The fair market value of a restricted stock award is the market value as determined by the closing price of the stock on the date of grant.

Property and Equipment, Net

Property and Equipment, Net

Property and equipment are stated at cost less accumulated depreciation, and are depreciated using the following method over the estimated useful lives:

	Depreciation Method	Estimated useful lives of assets
Computer	Straight-line	5 years
Office equipment	Straight-line	5-7 years
Machinery	Straight-line	5 years
Leasehold improvements	Straight-line	1-5 years

Repair and maintenance costs are charged to expense as incurred, whereas the cost of renewals and betterments that extend the useful lives of property and equipment are capitalized as additions to the related assets.

Retirements, sales and disposals of assets are recorded by removing the cost and accumulated depreciation from the asset and accumulated depreciation accounts with any resulting gain or loss reflected in the condensed consolidated statements of operations.

Long-Lived Assets

Long-Lived Assets

The Company follows a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. Impairment is measured as the excess of the carrying value over the estimated fair value of such assets.

Debt

Debt

Debt is carried at the outstanding principal balance, less unamortized discount or premium. The Company accounts for convertible instruments in accordance ASC Topic 470, Accounting for Convertible Securities with Beneficial Conversion Features. Accordingly, the Company records, when necessary, discounts to convertible notes for the fair value of conversion options identified as embedded derivatives in accordance with ASC 815-15, Derivatives and Hedging; Embedded Derivatives. Debt discounts under these arrangements are amortized over the term of the related debt.

SAFE notes

During the year ended December 31, 2021, the Company executed SAFE arrangements. The SAFE notes were not mandatorily redeemable, nor did they require the Company to repurchase a fixed number of shares. The Company determined the SAFE notes contained a liquidity event provision that embodied an obligation indexed to the fair value of the Company’s equity shares and could have required the Company to settle the SAFE obligation by transferring assets or cash. Accordingly, the Company recorded the SAFE notes as a liability under ASC 480 and re-measured fair value at the end of each reporting period, with changes in fair value reported in operations.

The fair value of the SAFE notes was estimated using a probability weighted value method based on the total present value of cash flows, utilizing a 20% discount rate, plus the additional upside from the fixed price conversions for each of the scenarios. The unobservable inputs for the fixed price conversions were based on probabilities that the SAFE notes would convert upon either a (i) financing, (ii) liquidity event due to a sale, or (iii) liquidity event from going public.

Cumulative Mandatorily Redeemable Preferred Stock

The shares of cumulative mandatorily redeemable preferred stock issued in connection with the financing transactions referenced in Note 1 have been reflected in the Company’s condensed consolidated balance sheets as liabilities at fair value pursuant to ASC 480. From and after the date of issuance of any cumulative mandatorily redeemable preferred stock, dividends payable solely in the form of shares (or fractions thereof) of cumulative mandatorily redeemable preferred stock shall accrue on each outstanding share (or fractional share) of cumulative mandatorily redeemable preferred stock at the rate per annum of 15% of the cumulative mandatorily redeemable preferred stock original issuance price plus the amount of any previously accrued and unpaid dividends, compounded annually, on each such share (the “Preferred Accruing Dividends”). The Preferred Accruing Dividends shall accrue from day-to-day, whether or not declared, and shall be cumulative. Such Preferred Accruing Dividends shall be payable only when and if declared by the Board of Directors and the Company shall be under no obligation to declare such Preferred Accruing Dividends. If the preferred stockholders do not receive a dividend (i.e., the board of directors does not declare a dividend) in a given period, then the undeclared dividend is accumulated. The issuer is obligated to pay any accumulated undeclared dividends upon liquidation and, in some cases, upon early redemption of the preferred stock. The Preferred Accruing Dividends shall not be paid in cash and shall be paid only in the form of shares (or fractions of shares) of cumulative mandatorily redeemable preferred stock equal to (A) the Preferred Accruing Dividends accrued and unpaid as of the relevant cumulative mandatorily redeemable preferred stock dividend payment date divided by (B) the cumulative mandatorily redeemable preferred stock original issue price, which was defined as $10 per share after application of the Exchange Ratio. The Preferred Accruing Dividends shall be calculated and compounded annually and in arrears on each anniversary of the date on which the first share of cumulative mandatorily redeemable preferred stock was issued.

The terms of the cumulative mandatorily redeemable Preferred stock require the issuer to pay the original issue price of the preferred stock plus cumulative dividends, whether or not declared, upon redemption in shares of cumulative mandatorily redeemable preferred stock. This is a paid-in-kind dividend feature, and it is not discretionary as there is no other choice other than to get the dividend in shares of cumulative mandatorily redeemable preferred stock. Based on the above, the Company shall accrete the dividends as an increase to the carrying amount of the cumulative mandatorily redeemable preferred stock pursuant to ASC 480, despite the fact that dividends have not been declared. The carrying value of the cumulative mandatorily redeemable preferred stock is accreted to its redemption value over the three year period ending on the redemption date. The cumulative

mandatorily redeemable preferred stock qualifies as a mandatorily redeemable financial instrument as it embodies an unconditional obligation requiring the issuer to redeem the instrument by transferring its assets at a specified or determinable date (or dates) or upon an event that is certain to occur. Pursuant to the respective preferred stock agreements, the issued and outstanding cumulative mandatorily redeemable preferred stock (including a cumulative dividend, payable in kind, of 15% per share, plus any accrued and unpaid dividends on each such share) shall be subject to mandatory redemption by the issuer on the third anniversary of their original issue date in the form of either cash or an equivalent value in shares of common stock.

Inventory and Construction in Process

InventoryInventory consists entirely of finished goods.Inventory deposits consist of prepayments to vendors to secure an adequate supply of required future inventory purchases for a limited period of time, as needed.

Construction in Process

The Company accounts for assets under development for future revenue generation as part of construction in process. These systems take up to three months to construct in a steady state, from start to finish, up to the receipt of a “permission-to-operate” (“PTO”) a system that is required in order to start billing a customer for services to be provided. These assets will be placed in service to begin depreciation once a completed PTO is received.

Net Loss Per Share

Net Loss Per Share

The Company accounts for net loss per share in accordance with ASC 260-10, Earnings Per Share, which requires presentation of basic and diluted earnings per share (“EPS”) on the face of the condensed consolidated statement of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS.

The Business Combination was accounted for as a reverse recapitalization as Electriq was determined to be the accounting acquirer under FASB ASC Topic 805, Business Combinations. Accordingly, for accounting purposes,

the transaction is treated as the equivalent of Electriq issuing stock for the net assets of TLG accompanied by a recapitalization.

The Company's basic earnings per share of Class A common stock is computed based on the average number of outstanding shares of Class A common stock for the period, including Class A common stock that is contingently redeemable and classified in mezzanine equity. Historical weighted shares included as the denominator in the EPS calculations presented for periods prior to the Business Combination were converted at the Exchange Ratio.

The Company calculated basic and diluted net loss per share attributable to common stockholders in conformity with the two-class method required for companies with participating securities. The Company considered its pre-2023 preferred stock, as defined in Note 9, to be a participating security as the holders share equally in dividends with any other class or series of capital stock of the Company, in addition to being entitled to receive cumulative dividends payable only if/when declared by the Board of Directors at a dividend rate payable in preference and priority to the holders of common stock. Similarly, the Company’s cumulative mandatorily redeemable preferred stock is also considered to be a participating security; however, no adjustment to net loss is necessary for cumulative dividends on the cumulative mandatorily redeemable preferred stock liability since cumulative dividends are already reflected in the condensed consolidated statements of operations.

Under the two-class method, basic net loss per share attributable to common stockholders was calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. The net loss attributable to common stockholders was not allocated to the pre-2023 preferred stock or cumulative mandatorily redeemable preferred shares as the holders of such stock did not have a contractual obligation to share in losses, which is consistent with the if-converted method of calculation. Diluted net loss per share attributable to common stockholders was computed by giving effect to all potentially dilutive common stock equivalents outstanding for the period. For purposes of this calculation, pre-2023 convertible preferred stock, stock options, restricted stock awards, cumulative mandatorily redeemable preferred stock and warrants to purchase common stock were considered potentially dilutive securities, but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect was anti-dilutive. In periods in which the Company reports a net loss attributable to all classes of common stockholders, diluted net loss per share attributable to all classes of common stockholders is the same as basic net loss per share attributable to all classes of common stockholders, since dilutive shares of common stock are not assumed to have been issued if their effect is anti-dilutive. The Company reported net losses attributable to common stockholders for the three and nine months ended September 30, 2023 and 2022.

Commitments and Contingencies

Commitments and Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (the “FASB”) issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. ASU 2020-06 also amends the diluted earnings per share calculation for convertible instruments by requiring the use of the if-converted method. The new standard is effective for non-public entities in fiscal years beginning after December 15, 2023, and interim periods within those years. The Company does not expect the adoption of this new accounting pronouncement to have a material impact on the condensed consolidated financial statements.

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Organization and Description of Business (Tables)

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule Of Reverse Recapitalization

The source and total number of shares of Class A common stock outstanding immediately after the completion of the Business Combination as of the July 31, 2023 Closing Date is as follows:

Conversions of pre-2023 preferred stock	20,064,970
Conversions of SAFE notes	4,090,384
Conversions of Legacy Electriq warrants	360,603
Conversions of Legacy Electriq common stock, including common stock issued in pre-closing financings executed prior to the completion of the Business Combination	5,409,014
Common stock issued in the conversion of the Working Capital Loan at the Closing Date	756,635
Common stock issued in the conversion of the Lawrie notes at the Closing Date	1,712,500
Contingently redeemable shares of common stock purchased by Meteora pursuant to Forward Purchase Agreement	3,534,492
Additional contingently redeemable shares of common stock issued to Meteora pursuant to subscription agreement	251,194
Common stock issued from non-redemptions	211,797
Recapitalization of Class F shares of TLG into shares of Class A common stock	1,729,348
Total shares of Class A common stock outstanding as of Closing Date	38,120,937

Summary of Reconciliation of Elements of Business Combination to Financial Statements

The following table reflects the preliminary accounting of the net assets acquired and liabilities assumed in exchange for common stock in connection with the Business Combination:

TLG cash balance at Closing Date of Business Combination, including reclassification of TLG cash held in trust, prior to merger related transactions	$	84,471,539
Plus: Proceeds from Meteora’s purchase of 3,534,492 TLG common stock at approximately $10.63 per share and 251,194 additional shares at approximately $10.00 per share to reverse previously submitted redemption requests pursuant to the terms of the forward purchase contract asset	40,072,106
Less: Redemption of approximately 97.3% or 7,736,608 shares of TLG common stock at approximately $10.63 per share	(82,220,659)
Less: Net cash payment to Meteora at Closing Date (including $0.2 million of equity issuance costs associated with the Forward purchase contract asset)	(37,261,790)
Less: TLG pre-close transaction costs paid at Closing Date	(5,059,376)
Net cash acquired in business combination	1,820
Less: Assumed liabilities at Closing Date	(6,646,468)
Less: Cumulative mandatorily redeemable preferred stock incentive shares issued on redemptions and conversion of working capital loan	(4,186,797)
Less: Adjustment of acquired private placement warrants to FV at Closing Date, plus new private placement warrants issued on conversion of working capital loan	(10,160,000)
Less: Prepayment Shortfall (Contingently redeemable common shares purchased by Meteora to reverse previously submitted redemption requests pursuant to terms of Forward Purchase Agreement and additional common shares issued pursuant to terms of FPA Funding Amount PIPE Subscription Agreement, net of prepayment to Meteora at Closing Date)	(3,000,000)
Less: Equity issuance costs on Forward purchase contract asset	(594,040)
Less: Equity classified public warrants post-Business Combination	(1,600,000)
Net charge to Additional paid-in-capital as a result of the Business Combination reported in Stockholders' deficit	$	(26,185,485)

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Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Property, Plant and Equipment

Property and equipment are stated at cost less accumulated depreciation, and are depreciated using the following method over the estimated useful lives:

	Depreciation Method	Estimated useful lives of assets
Computer	Straight-line	5 years
Office equipment	Straight-line	5-7 years
Machinery	Straight-line	5 years
Leasehold improvements	Straight-line	1-5 years

Property and equipment, net, consist of the following as of:

	September 30,		December 31,
	2023		2022
Computer	$	12,321	$	12,321
Office equipment	300,250		281,250
Machinery	686,771		523,050
Leasehold improvements	105,613		105,614
Construction in progress	985,050		737,131
Total property and equipment	2,090,005		1,659,366
Less accumulated depreciation and amortization	(359,335)		(237,073)
Property and equipment, net	$	1,730,670	$	1,422,293

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The shares underlying the following outstanding instruments are excluded from the calculation of weighted average diluted shares because their inclusion would have been anti-dilutive for the three and nine months ended September 30:

	2023	2022
Stock options	1,226,368	1,323,748
Legacy Electriq common stock warrants	—	1,871,508
Private placement warrants	3,000,000	—
Public warrants	13,333,333	—
Restricted stock awards	3,616,360	—
Pre-2023 Convertible preferred stock	—	20,064,970
Total	21,176,061	23,260,226

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Revenue (Tables)

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

The Company’s net revenue was comprised of the following:

	Three months ended				Nine months ended
	September 30,				September 30,
	2023		2022		2023		2022
Product net revenue	$	824,527	$	5,988,248	$	1,009,472	$	15,334,583
Service net revenue	9,735		—		9,735		—
Total net revenue	$	834,262	$	5,988,248	$	1,019,207	$	15,334,583

Schedule of Contract with Customer, Contract Asset, Contract Liability, and Receivable

The Company’s activity in deferred revenue was comprised of the following for the nine months ended September 30:

	2023		2022
Balance at beginning of period	$	628,872	$	446,360
Billings	1,057,053		15,517,008
Revenue recognized	(1,019,207)		(15,334,583)
Balance at end of period	$	666,718	$	628,785

Schedule of Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction

Estimated revenue expected to be recognized in future periods related to performance obligations that are unsatisfied at the end of the reporting period are as follows:

Year ending December 31,
Balance of 2023	$	296,788
2024	38,940
2025	38,940
2026	38,940
2027	38,940
Thereafter	214,170
Total deferred revenue	$	666,718

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Property and Equipment, net (Tables)

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property and equipment are stated at cost less accumulated depreciation, and are depreciated using the following method over the estimated useful lives:

	Depreciation Method	Estimated useful lives of assets
Computer	Straight-line	5 years
Office equipment	Straight-line	5-7 years
Machinery	Straight-line	5 years
Leasehold improvements	Straight-line	1-5 years

Property and equipment, net, consist of the following as of:

	September 30,		December 31,
	2023		2022
Computer	$	12,321	$	12,321
Office equipment	300,250		281,250
Machinery	686,771		523,050
Leasehold improvements	105,613		105,614
Construction in progress	985,050		737,131
Total property and equipment	2,090,005		1,659,366
Less accumulated depreciation and amortization	(359,335)		(237,073)
Property and equipment, net	$	1,730,670	$	1,422,293

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Indebtedness (Tables)

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Schedule of Fair Value Measurement Inputs and Valuation Techniques

The fixed price conversions under the various scenarios were calculated using the following assumptions:

	September 30, 2023	December 31, 2022
Term	—	0.3 - 2.0 years
Risk-free interest rate	—	4.36% - 4.67%
Volatility	—	75% - 85%

The valuation of the legacy Electriq warrant liabilities, both preferred stock warrants and common stock warrants, was made using the option-pricing method and the following assumptions as of September 30:

	2023	2022
Term	—	0.6 - 2.0 years
Risk-free interest rate	—	2.5% - 4.2%
Volatility	—	90% - 100%

The valuation of the derivative warrants liability for Private Placement Warrants was made using the option-pricing method and the following assumptions as of September 30:

	2023
Term	4.83 years
Risk-free interest rate	4.56%
Volatility	102%
Dividend yield	—
Exercise price	$6.57
ELIQ stock price at measurement date	$1.76

The valuation of the forward purchase derivative contract was made using the option-pricing method and the following assumptions as of September 30, 2023:

Term	0.33 years
Risk-free interest rate	5.47%
Volatility	89%
Stock price at measurement date	$1.76
Dividend yield	—

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Accrued Expenses and Other Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2023

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities

Accrued expenses and other current liabilities consist of the following as of:

	September 30,		December 31,
	2023		2022
Warranty reserve	$	551,105	$	832,283
Deferred revenue	325,993		192,012
Accrued interest	—		1,961,477
Other accrued expenses and current liabilities	1,417,898		2,210,660
Accrued expenses and other current liabilities	$	2,294,996	$	5,196,432

Schedule of Product Warranty Liability

The following table provides a reconciliation of the activity related to the Company’s warranty reserve for the nine months ended September 30:

	2023		2022
Balance at the beginning of period	$	832,283	$	1,029,862
Provision for warranty expense	19,785		307,732
Warranty costs paid	(300,963)		(481,819)
Balance at end of period	$	551,105	$	855,775

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Commitment and Contingencies (Tables)

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Summary of Future Annual Minimum Lease Payments Under Operating Lease

As of September 30, 2023, the weighted average remaining lease term for all leases was 3.4 years. Future annual minimum lease payments under operating leases as of September 30, 2023 were as follows:

Balance of 2023	$	276,635
2024	1,246,533
2025	1,285,664
2026	771,571
2027	420,362
Total minimum payments	4,000,765
Less: amounts representing interest	1,025,601
Lease liability	$	2,975,164

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Stockholders' Deficit (Tables)

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Common Stock Outstanding

The recapitalization resulted in the following retroactive conversions of common shares outstanding due to the Business Combination as of:

Shares of common stock outstanding	December 31, 2022	December 31, 2021
As previously reported	242,302,003	217,588,804
Retroactive application of recapitalization:
Reversal of shares, as previously reported	(242,302,003)	(217,588,804)
Recapitalization of common shares outstanding at Exchange Ratio	1,837,507	1,650,094
Conversion of pre-2023 preferred stock outstanding at Exchange Ratio	16,537,692	15,924,999
Additional common shares issued on pre-2023 preferred stock after applying an anti-dilution factor	2,997,836	2,821,323
As converted	21,373,035	20,396,416

Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions

In applying the Black-Scholes option pricing model, the Company used the following assumptions during the first nine months of:

	2023	2022
Risk-free interest rate	3.53%—4.27%	1.43%—3.88%
Expected term (years)	6.25	5.21 - 6.25
Expected volatility	71.52% - 71.65%	71.65% - 73.53%
Expected dividends	—	—

Summary of Stock Option Activity

The following table summarizes the stock option activity for the nine months ended September 30, 2023:

	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)
Outstanding at December 31, 2022	1,151,710	$	0.84	8.8
Grants	41,709	$	9.23	10.0
Exercised	(64,860)	$	0.86	8.8
Forfeited	(41,828)	$	1.19	8.5
Outstanding at September 30, 2023	1,086,731	$	1.15	8.1

Summary of Stock Option Information, by Exercise Price Range

The following table presents information relating to stock options as of September 30, 2023:

Options Outstanding			Options Exercisable
Exercise Price	Number of Options	Weighted Average Remaining Life (years)	Exercisable Number of Options	Weighted Average Remaining Life (years)
$0.0132	7,394	3.0	7,394	3.0
$0.527	120,370	6.6	101,640	6.5
$0.791	498,972	7.7	441,464	7.7
$0.9362	416,390	9.0	336,634	9.0
$9.23	43,605	9.6	—	—
Totals	1,086,731	7.8	887,132	8.0

XML

Warrants (Tables)

9 Months Ended

Sep. 30, 2023

Warrant Liability Disclosure [Abstract]

Schedule of Fair Value Measurement Inputs and Valuation Techniques

The fixed price conversions under the various scenarios were calculated using the following assumptions:

	September 30, 2023	December 31, 2022
Term	—	0.3 - 2.0 years
Risk-free interest rate	—	4.36% - 4.67%
Volatility	—	75% - 85%

The valuation of the legacy Electriq warrant liabilities, both preferred stock warrants and common stock warrants, was made using the option-pricing method and the following assumptions as of September 30:

	2023	2022
Term	—	0.6 - 2.0 years
Risk-free interest rate	—	2.5% - 4.2%
Volatility	—	90% - 100%

The valuation of the derivative warrants liability for Private Placement Warrants was made using the option-pricing method and the following assumptions as of September 30:

	2023
Term	4.83 years
Risk-free interest rate	4.56%
Volatility	102%
Dividend yield	—
Exercise price	$6.57
ELIQ stock price at measurement date	$1.76

The valuation of the forward purchase derivative contract was made using the option-pricing method and the following assumptions as of September 30, 2023:

Term	0.33 years
Risk-free interest rate	5.47%
Volatility	89%
Stock price at measurement date	$1.76
Dividend yield	—

XML

Fair Value (Tables)

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Schedule of Fair Value Measurement Inputs and Valuation Techniques

The fixed price conversions under the various scenarios were calculated using the following assumptions:

	September 30, 2023	December 31, 2022
Term	—	0.3 - 2.0 years
Risk-free interest rate	—	4.36% - 4.67%
Volatility	—	75% - 85%

The valuation of the legacy Electriq warrant liabilities, both preferred stock warrants and common stock warrants, was made using the option-pricing method and the following assumptions as of September 30:

	2023	2022
Term	—	0.6 - 2.0 years
Risk-free interest rate	—	2.5% - 4.2%
Volatility	—	90% - 100%

The valuation of the derivative warrants liability for Private Placement Warrants was made using the option-pricing method and the following assumptions as of September 30:

	2023
Term	4.83 years
Risk-free interest rate	4.56%
Volatility	102%
Dividend yield	—
Exercise price	$6.57
ELIQ stock price at measurement date	$1.76

The valuation of the forward purchase derivative contract was made using the option-pricing method and the following assumptions as of September 30, 2023:

Term	0.33 years
Risk-free interest rate	5.47%
Volatility	89%
Stock price at measurement date	$1.76
Dividend yield	—

Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation

The following table sets forth the Company’s financial instruments that were measured at fair value using Level 3 inputs on a recurring basis for the nine months ended September 30, 2023:

	Legacy Common Stock Warrant Liabilities		Derivative Warrants Liability		SAFE Notes		Forward Purchase Contract Asset		Total
Balance at December 31, 2022	$	(14,114,411)	$	—	$	(51,600,000)	$	—	$	(65,714,411)
Issuance of Private Placement Warrants in Business Combination	—		(1,500,000)		—		—		(1,500,000)
Amount prepaid on forward purchase contract asset							37,072,106		37,072,106
Changes in fair value included in operations	11,929,157		7,120,397		26,812,272		(34,970,682)		10,891,144
Opening balance sheet fair value adjustment for assumed derivative warrants liability in Business Combination	—		(8,660,000)		—		—		(8,660,000)
Conversions into Class A common stock at Close	2,185,254				24,787,728				26,972,982
Balance at September 30, 2023	$	—	$	(3,039,603)	$	—	$	2,101,424	$	(938,179)

The following table sets forth the Company’s financial instruments that were measured at fair value using Level 3 inputs on a recurring basis for the nine months ended September 30, 2022:

	Preferred Stock Warrant Liabilities		Legacy Common Stock Warrant Liabilities		SAFE Notes		Total
Balance at December 31, 2021	$	(6,417,146)	$	(6,502,538)	$	(30,998,000)	$	(43,917,684)
Changes in fair value included in operations	(3,515,845)		(6,751,769)		(21,861,000)		(32,128,614)
Warrants exercised	9,932,991		—		—		9,932,991
Balance at September 30, 2022	$	—	$	(13,254,307)	$	(52,859,000)	$	(66,113,307)

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation

The following table sets forth the Company’s financial instruments that were measured at fair value using Level 3 inputs on a recurring basis for the nine months ended September 30, 2023:

	Legacy Common Stock Warrant Liabilities		Derivative Warrants Liability		SAFE Notes		Forward Purchase Contract Asset		Total
Balance at December 31, 2022	$	(14,114,411)	$	—	$	(51,600,000)	$	—	$	(65,714,411)
Issuance of Private Placement Warrants in Business Combination	—		(1,500,000)		—		—		(1,500,000)
Amount prepaid on forward purchase contract asset							37,072,106		37,072,106
Changes in fair value included in operations	11,929,157		7,120,397		26,812,272		(34,970,682)		10,891,144
Opening balance sheet fair value adjustment for assumed derivative warrants liability in Business Combination	—		(8,660,000)		—		—		(8,660,000)
Conversions into Class A common stock at Close	2,185,254				24,787,728				26,972,982
Balance at September 30, 2023	$	—	$	(3,039,603)	$	—	$	2,101,424	$	(938,179)

The following table sets forth the Company’s financial instruments that were measured at fair value using Level 3 inputs on a recurring basis for the nine months ended September 30, 2022:

	Preferred Stock Warrant Liabilities		Legacy Common Stock Warrant Liabilities		SAFE Notes		Total
Balance at December 31, 2021	$	(6,417,146)	$	(6,502,538)	$	(30,998,000)	$	(43,917,684)
Changes in fair value included in operations	(3,515,845)		(6,751,769)		(21,861,000)		(32,128,614)
Warrants exercised	9,932,991		—		—		9,932,991
Balance at September 30, 2022	$	—	$	(13,254,307)	$	(52,859,000)	$	(66,113,307)

XML

Organization and Description of Business - Narrative (Details)					1 Months Ended		2 Months Ended				3 Months Ended						9 Months Ended
	Aug. 01, 2023 USD ($) $ / shares shares	Jul. 31, 2023 USD ($) multiple $ / shares shares	Jul. 23, 2023 USD ($) $ / shares shares	Jun. 08, 2023 USD ($) note shares	Jul. 31, 2023 USD ($) multiple $ / shares shares	Jun. 30, 2023 USD ($) shares	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares	Jul. 31, 2023 USD ($) multiple $ / shares shares	Jul. 31, 2023 USD ($) multiple $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2023 shares	Mar. 31, 2023 shares	Sep. 30, 2022 USD ($) shares	Jun. 30, 2022 shares	Mar. 31, 2022 shares	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2022 USD ($) shares	Jul. 30, 2023 $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) shares
Resale Agreement Counterparty [Line Items]
Common stock, par value (in dollars per share) | $ / shares							$ 0.0001	$ 0.0001			$ 0.0001						$ 0.0001			$ 0.0001
Preferred stock par or stated value per share (USD per share) | $ / shares							$ 0.0001	$ 0.0001			$ 0.0001						$ 0.0001
Dividend percentage		15.00%															8.00%
Pre-close financing amount | $				$ 18,100,000	$ 7,100,000	$ 11,000,000			$ 18,100,000,000,000
Common stock, issued (in shares)	38,120,937						38,020,283	38,020,283			38,020,283						38,020,283			21,902,477
Common stock, outstanding (in shares)	38,120,937						38,020,283	38,020,283			38,020,283						38,020,283			21,902,477
Total operating expenses | $											$ 7,127,254			$ 4,437,108			$ 20,905,936	$ 12,482,608
Preferred stock shares outstanding (in shares)							2,589,818	2,589,818			2,589,818						2,589,818
Sale of stock (in dollars per share) | $ / shares			$ 10.63
Other payments to acquire businesses | $		$ 37,261,790
Payment of equity issuance costs | $																	$ 594,040	$ 0
Mezzanine equity, historical cost | $							$ 39,523,511	$ 39,523,511			$ 39,523,511						39,523,511			$ 0	$ 0
Forward Contracts
Resale Agreement Counterparty [Line Items]
Derivative asset fair value | $	$ 18,475,421	$ 18,475,421			18,475,421				18,475,421	$ 18,475,421
Remeasurement loss | $								$ 16,495,261									18,596,685
Payment of equity issuance costs | $																	$ 189,684
Working Capital Loan
Resale Agreement Counterparty [Line Items]
Amount of debt converted | $	$ 1,500,000
Conversion Of Working Capital Loans To Preferred Stock | Working Capital Loan
Resale Agreement Counterparty [Line Items]
Shares issued upon conversion (in shares)		378,318
Accretion to redemption value period		3 years
Conversion Of Working Capital Loans To Warrants | Working Capital Loan
Resale Agreement Counterparty [Line Items]
Shares issued upon conversion (in shares)		1,000,000
Exercise price (in dollars per share) | $ / shares	$ 1.50
Public warrants
Resale Agreement Counterparty [Line Items]
Fair value of warrants | $		$ 1,600,000			$ 1,600,000				$ 1,600,000	$ 1,600,000
Exercise price (in dollars per share) | $ / shares																				$ 6.57
Common
Resale Agreement Counterparty [Line Items]
Common stock, outstanding (in shares)						24,023,169	38,020,283	38,020,283			38,020,283	24,023,169	21,385,308	21,332,464	21,278,608	20,451,484	38,020,283	21,332,464		21,373,035	20,396,416
Stock issued during period shares (in shares)											938,421	2,637,861	12,273	53,856	37,918	55,068
Mezzanine equity, historical cost | $							$ 373	$ 373			$ 373						$ 373				$ 0
Common | SAFE Notes
Resale Agreement Counterparty [Line Items]
Shares issued price per share | $ / shares		$ 6.06			$ 6.06				$ 6.06	$ 6.06
Shares issued for conversion (in shares)		4,090,384									4,090,384
Other Affiliates
Resale Agreement Counterparty [Line Items]
Pre-close financing amount | $				4,500,000
Investor
Resale Agreement Counterparty [Line Items]
Pre-close financing amount | $				1,100,000
Amount of debt converted | $				10,100,000
John Michael Lawrie
Resale Agreement Counterparty [Line Items]
Pre-close financing amount | $				10,000,000
Amount of debt converted | $				$ 8,500,000
Number of notes | note				2
John Michael Lawrie | Common
Resale Agreement Counterparty [Line Items]
Shares issued upon conversion (in shares)		212,500		1,062,500
John Michael Lawrie | Preferred Stock
Resale Agreement Counterparty [Line Items]
Shares issued upon conversion (in shares)				425,000
TLG Acquisition One Corp
Resale Agreement Counterparty [Line Items]
Common stock, par value (in dollars per share) | $ / shares		$ 0.0001			$ 0.0001				$ 0.0001	$ 0.0001
Number of shares issued in transaction (in shares)		325,000								650,000
Proceeds from sale of stock | $										$ 6,500,000
Total operating expenses | $		$ 9,066,350
Stock issued during period shares (in shares)	20,064,970	211,797
Preferred stock shares outstanding (in shares)	2,589,818
Shares redeemed (in shares)		7,736,608
Sale of stock (in dollars per share) | $ / shares			$ 10.63
TLG Acquisition One Corp | Working Capital Loan
Resale Agreement Counterparty [Line Items]
Total operating expenses | $		$ 9,066,350
Remaining borrowing capacity | $		$ 7,202,350			$ 7,202,350				$ 7,202,350	$ 7,202,350
TLG Acquisition One Corp | Conversion Of Working Capital Loans To Preferred Stock
Resale Agreement Counterparty [Line Items]
Shares issued upon conversion (in shares)		50,000
TLG Acquisition One Corp | Common
Resale Agreement Counterparty [Line Items]
Shares issued for conversion (in shares)		211,797
TLG Acquisition One Corp | Sponsor | Conversion Of Working Capital Loans To Common Stock
Resale Agreement Counterparty [Line Items]
Shares issued upon conversion (in shares)		756,635
TLG Acquisition One Corp | Sponsor | Conversion Of Working Capital Loans To Preferred Stock
Resale Agreement Counterparty [Line Items]
Shares issued upon conversion (in shares)		378,318
TLG Acquisition One Corp | Sponsor | Conversion Of Working Capital Loans To Warrants
Resale Agreement Counterparty [Line Items]
Warrants issued upon conversion (in shares)		1,000,000
TLG Acquisition One Corp | Sponsor | Private placement warrants
Resale Agreement Counterparty [Line Items]
Warrants cancelled during period (in shares)						4,666,667
TLG Acquisition One Corp | John Michael Lawrie
Resale Agreement Counterparty [Line Items]
Number of shares issued in transaction (in shares)		250,000								500,000
Proceeds from sale of stock | $										$ 5,000,000
GBIF Management Ltd | Investor
Resale Agreement Counterparty [Line Items]
Pre-close financing amount | $				$ 2,500,000
Electriq Holders | Legacy Electriq common stock warrants
Resale Agreement Counterparty [Line Items]
Fair value of warrants | $		$ 2,185,254			$ 2,185,254				$ 2,185,254	$ 2,185,254
Electriq Holders | TLG Acquisition One Corp
Resale Agreement Counterparty [Line Items]
Reverse Recapitalization, Number Of Shares Issued		27,500,000
Shares issued price per share | $ / shares		$ 10.00			$ 10.00				$ 10.00	$ 10.00									$ 8.00
Proceeds From Reverse Recapitalization, Equity Amount | $		$ 275,000,000
Number of additional shares of equity interests issued or issuable to acquire entity		3,528,750
Electriq Holders | TLG Acquisition One Corp | Investor
Resale Agreement Counterparty [Line Items]
Number of shares issued in transaction (in shares)		75,000								150,000
Proceeds from sale of stock | $										$ 1,500,000
SPAC Executive
Resale Agreement Counterparty [Line Items]
Amount of debt converted | $		$ 8,500,000
Seller
Resale Agreement Counterparty [Line Items]
Number of shares issued in transaction (in shares)		251,194	3,534,492				51,624										51,624
Proceeds from sale of stock | $							$ 362,163										$ 548,595
Prepayment Shortfall amount | $			$ 3,000,000
Prepayment Shortfall amount, number of days following closing			1 day
Sale of stock (in dollars per share) | $ / shares		$ 10.00	$ 6.67		10.00				10.00	$ 10.00
Sale of stock, period			6 months
Maximum value available for sale as a percentage of the Prepayment Shortfall amount			100.00%
Prepayment shortfall amount remaining | $							$ 2,637,837	$ 2,637,837			$ 2,637,837						$ 2,637,837
Seller | TLG Acquisition One Corp
Resale Agreement Counterparty [Line Items]
Number of shares issued in transaction (in shares)		251,194	3,534,492
Sale of stock (in dollars per share) | $ / shares		$ 10.00	$ 10.63		$ 10.00				$ 10.00	$ 10.00
Class A common stock, par value $0.0001 per share
Resale Agreement Counterparty [Line Items]
Common stock, outstanding (in shares)	38,120,937																		7,948,405
Exchange ratio multiple for number of shares received | multiple		1			1				1	1
Conversion of shares, exchange ratio		0.007583541			0.007583541				0.007583541	0.007583541
Stock issued during period shares (in shares)		1,729,348
Class A common stock, par value $0.0001 per share | Forward Purchase Agreement
Resale Agreement Counterparty [Line Items]
Stock issued during period shares (in shares)		2,720,329
Class A common stock, par value $0.0001 per share | TLG Acquisition One Corp
Resale Agreement Counterparty [Line Items]
Shares issued for conversion (in shares)		20,064,970
Debt instrument, convertible, conversion price | $ / shares		$ 6.06			$ 6.06				$ 6.06	$ 6.06
Class A common stock, par value $0.0001 per share | TLG Acquisition One Corp | Forward Purchase Agreement
Resale Agreement Counterparty [Line Items]
Stock issued during period shares (in shares)		251,194	3,534,492
Share price (USD per share) | $ / shares		$ 10.00	$ 10.63		$ 10.00				$ 10.00	$ 10.00
Funding Agreement, Ownership Limitation, Percent			9.90%
Class A common stock, par value $0.0001 per share | TLG Acquisition One Corp | SAFE Notes
Resale Agreement Counterparty [Line Items]
Shares issued for conversion (in shares)		4,090,384
Class A common stock, par value $0.0001 per share | Electriq Holders
Resale Agreement Counterparty [Line Items]
Shares issued for conversion (in shares)		360,603
Class A common stock, par value $0.0001 per share | Electriq Holders | TLG Acquisition One Corp
Resale Agreement Counterparty [Line Items]
Recapitalization of Class F shares of TLG into shares of Class A common stock		5,409,014			5,409,014				5,409,014	5,409,014
Stock issued during period shares (in shares)		29,924,971
Series A Cumulative Redeemable Preferred Stock
Resale Agreement Counterparty [Line Items]
Preferred stock par or stated value per share (USD per share) | $ / shares							$ 0.0001	$ 0.0001			$ 0.0001						$ 0.0001
Mezzanine equity, historical cost | $			$ 40,072,106
Series A Cumulative Redeemable Preferred Stock | Forward Purchase Agreement
Resale Agreement Counterparty [Line Items]
Stock issued during period shares (in shares)		1,178,318
Series A Cumulative Redeemable Preferred Stock | TLG Acquisition One Corp
Resale Agreement Counterparty [Line Items]
Preferred stock par or stated value per share (USD per share) | $ / shares		$ 0.0001			$ 0.0001				$ 0.0001	$ 0.0001
Series A Cumulative Redeemable Preferred Stock | Electriq Holders | TLG Acquisition One Corp
Resale Agreement Counterparty [Line Items]
Reverse Recapitalization, Number Of Shares Issued		1,411,500
Stock issued during period shares (in shares)		1,411,500
Series B Cumulative Redeemable Preferred Stock | Electriq Holders
Resale Agreement Counterparty [Line Items]
Preferred stock par or stated value per share (USD per share) | $ / shares		$ 0.0001			$ 0.0001				$ 0.0001	$ 0.0001
Common Class F
Resale Agreement Counterparty [Line Items]
Recapitalization of Class F shares of TLG into shares of Class A common stock	1,729,348
Common Class F | TLG Acquisition One Corp
Resale Agreement Counterparty [Line Items]
Common stock, issued (in shares)																			5,000,000
Common stock, outstanding (in shares)																			5,000,000
Shares issued for conversion (in shares)		1,729,348
Common Class F | TLG Acquisition One Corp | Sponsor
Resale Agreement Counterparty [Line Items]
Stock cancelled during period (in shares)						3,270,652
Series B Preferred Stock
Resale Agreement Counterparty [Line Items]
Exchange ratio multiple for number of shares received | multiple		1			1				1	1
Electriq Microgrid Services LLC
Resale Agreement Counterparty [Line Items]
Subsidiary ownership (as a percent)							80.00%	80.00%			80.00%						80.00%

XML

Organization and Description of Business - Schedule of Common Stock Outstanding Immediately After Completion of Business Combination (Details) - shares	Aug. 01, 2023	Sep. 30, 2023	Jul. 30, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Common stock issued from non-redemptions	211,797
Total shares of Class A common stock outstanding as of Closing Date (in shares)	38,120,937	38,020,283		21,902,477
Meteora Capital, LLC
Class of Stock [Line Items]
Contingently redeemable shares of common stock purchased by Meteora pursuant to Forward Purchase Agreement	3,534,492
Additional contingently redeemable shares of common stock issued to Meteora pursuant to subscription agreement	251,194
SAFE Notes
Class of Stock [Line Items]
Stock converted (in shares)	4,090,384
Working Capital Loan
Class of Stock [Line Items]
Common stock issued in the conversion of the Working Capital Loan at the Closing Date	756,635
Lawrie Notes
Class of Stock [Line Items]
Common stock issued in the conversion of the Working Capital Loan at the Closing Date	1,712,500
Electriq Holders
Class of Stock [Line Items]
Stock converted (in shares)	360,603
Seed Preferred
Class of Stock [Line Items]
Stock converted (in shares)	20,064,970
Class A common stock, par value $0.0001 per share
Class of Stock [Line Items]
Total shares of Class A common stock outstanding as of Closing Date (in shares)	38,120,937		7,948,405
Class A common stock, par value $0.0001 per share | Electriq Holders
Class of Stock [Line Items]
Stock converted (in shares)	5,409,014
Common Class F
Class of Stock [Line Items]
Recapitalization of Class F shares of TLG into shares of Class A common stock	1,729,348

XML

Organization and Description of Business - Summary of Reconciliation of Elements of Business Combination to Financial Statements (Details) - USD ($)			2 Months Ended		9 Months Ended
	Jul. 31, 2023	Jul. 23, 2023	Sep. 30, 2023	Jul. 31, 2023	Sep. 30, 2023	Sep. 30, 2022
Business Acquisition [Line Items]
TLG cash balance at Closing Date of Business Combination, including reclassification of TLG cash held in trust, prior to merger related transactions	$ 84,471,539
Proceeds from issuance of common stock, net of issuance costs	40,072,106				$ 17,439,776	$ 95,614
Repurchase of common stock	(82,220,659)
Less: Net cash payment to Meteora at Closing Date (including $0.2 million of equity issuance costs associated with the Forward purchase contract asset)	(37,261,790)
Less: TLG pre-close transaction costs paid at Closing Date	(5,059,376)
Net cash acquired in business combination	1,820
Less: Assumed liabilities at Closing Date	(6,646,468)
Less: Cumulative mandatorily redeemable preferred stock incentive shares issued on redemptions and conversion of working capital loan	(4,186,797)
Less: Adjustment of acquired private placement warrants to FV at Closing Date, plus new private placement warrants issued on conversion of working capital loan	(10,160,000)
Less: Prepayment Shortfall (Contingently redeemable common shares purchased by Meteora to reverse previously submitted redemption requests pursuant to terms of Forward Purchase Agreement and additional common shares issued pursuant to terms of FPA Funding Amount PIPE Subscription Agreement, net of prepayment to Meteora at Closing Date)	(3,000,000)
Less: Equity issuance costs on Forward purchase contract asset	(594,040)
Less: Equity classified public warrants post-Business Combination	(1,600,000)
Net charge to Additional paid-in-capital as a result of the Business Combination reported in Stockholders' deficit	(26,185,485)
Sale of stock (in dollars per share)		$ 10.63
Issuance costs	$ 200,000
Seller
Business Acquisition [Line Items]
Number of shares issued in transaction (in shares)	251,194	3,534,492	51,624		51,624
Sale of stock (in dollars per share)	$ 10.00	$ 6.67		$ 10.00
TLG Acquisition One Corp
Business Acquisition [Line Items]
Number of shares issued in transaction (in shares)	325,000			650,000
Sale of stock (in dollars per share)		$ 10.63
Redemption percentage		97.30%
Shares redeemed (in shares)	7,736,608
TLG Acquisition One Corp | Seller
Business Acquisition [Line Items]
Number of shares issued in transaction (in shares)	251,194	3,534,492
Sale of stock (in dollars per share)	$ 10.00	$ 10.63		$ 10.00

XML

Summary of Significant Accounting Policies - Narrative (Details)			3 Months Ended		9 Months Ended		12 Months Ended
	Jul. 31, 2023	Mar. 13, 2023 customer	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) MWh segment $ / shares shares	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) shares	Jun. 08, 2023	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Accumulated deficit			$ 118,458,233		$ 118,458,233		$ 104,993,411
Allowance for doubtful accounts			40,449		40,449		$ 30,429
Net credit in provision					10,020	$ 72,791
Receivable write off				$ 89,196	$ 0	263,784
Number of segments | segment					1
General and administrative			4,806,693	2,626,179	$ 14,235,262	6,975,600
Advertising expense			$ 440,618	148,215	$ 1,122,791	628,826
Mezzanine equity, shares outstanding (in shares) | shares			3,734,062		3,734,062		0
Product warranty term					10 years
Minimum megawatt hour (MWh) for product warranty | MWh					7.52
Dividend percentage								15.00%
Original issue price (in dollars per share) | $ / shares			$ 10		$ 10
Reserve for inventory obsolescence and slow-moving items			$ 1,987,124		$ 1,987,124		$ 976,881
Write-off of inventory deposits			2,383,408		5,040,689	0
Product net revenue			834,262	5,988,248	$ 1,019,207	15,334,583
Conversion Of Working Capital Loans To Preferred Stock | Working Capital Loan
Disaggregation of Revenue [Line Items]
Accretion to redemption value period	3 years
Mandatorily Redeemable Preferred Stock
Disaggregation of Revenue [Line Items]
Dividend percentage								15.00%
Discount rate
Disaggregation of Revenue [Line Items]
Debt instrument measurement input									0.20
Restricted stock awards
Disaggregation of Revenue [Line Items]
Vesting period					3 years
Bill-and-Hold Arrangements
Disaggregation of Revenue [Line Items]
Product net revenue						$ 1,151,760
Accounts Receivable | Customer Concentration Risk | Customer 1
Disaggregation of Revenue [Line Items]
Concentration percentage					70.00%		30.00%
Accounts Receivable | Customer Concentration Risk | Customer 2
Disaggregation of Revenue [Line Items]
Concentration percentage					19.00%		27.00%
Accounts Receivable | Customer Concentration Risk | Customer 3
Disaggregation of Revenue [Line Items]
Concentration percentage							20.00%
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Customer 1
Disaggregation of Revenue [Line Items]
Concentration percentage					58.00%	90.00%	87.00%
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Customer 2
Disaggregation of Revenue [Line Items]
Concentration percentage					19.00%
EverBright, LLC
Disaggregation of Revenue [Line Items]
Product net revenue			189,915		$ 189,915
Number of customers included in agreement, exclusive rights | customer		8,000
Agreement termination notice period		60 days
EverBright, LLC | Minimum
Disaggregation of Revenue [Line Items]
Minimal agreement term prior to option to terminate		30 months
Installed Energy Storage Solution
Disaggregation of Revenue [Line Items]
Product net revenue			11,665	82,877	38,850	$ 410,659
Shipping and Handling
Disaggregation of Revenue [Line Items]
General and administrative			$ 6,645	$ 9,970	$ 16,181	$ 29,435
Electriq Microgrid Services LLC
Disaggregation of Revenue [Line Items]
Subsidiary ownership (as a percent)			80.00%		80.00%

XML

Summary of Significant Accounting Policies - Property and Equipment (Details)	Sep. 30, 2023
Computer
Property, Plant and Equipment [Line Items]
Useful life (in years)	5 years
Office equipment | Minimum
Property, Plant and Equipment [Line Items]
Useful life (in years)	5 years
Office equipment | Maximum
Property, Plant and Equipment [Line Items]
Useful life (in years)	7 years
Machinery
Property, Plant and Equipment [Line Items]
Useful life (in years)	5 years
Leasehold improvements | Minimum
Property, Plant and Equipment [Line Items]
Useful life (in years)	1 year
Leasehold improvements | Maximum
Property, Plant and Equipment [Line Items]
Useful life (in years)	5 years

XML

Summary of Significant Accounting Policies - Schedule of Anti-Dilutive Securities (Details) - shares	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from calculation of weighted average diluted shares (in shares)	21,176,061	23,260,226
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from calculation of weighted average diluted shares (in shares)	1,226,368	1,323,748
Legacy Electriq common stock warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from calculation of weighted average diluted shares (in shares)	0	1,871,508
Private placement warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from calculation of weighted average diluted shares (in shares)	3,000,000	0
Public warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from calculation of weighted average diluted shares (in shares)	13,333,333	0
Restricted stock awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from calculation of weighted average diluted shares (in shares)	3,616,360	0
Pre-2023 Convertible preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from calculation of weighted average diluted shares (in shares)	0	20,064,970

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Revenue - Schedule of Revenues (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Product net revenue	$ 834,262	$ 5,988,248	$ 1,019,207	$ 15,334,583
Product
Disaggregation of Revenue [Line Items]
Product net revenue	$ 824,527	$ 5,988,248	$ 1,009,472	$ 15,334,583
Revenue from Contract with Customer, Product and Service [Extensible Enumeration]	Product	Product	Product	Product
Service
Disaggregation of Revenue [Line Items]
Product net revenue	$ 9,735	$ 0	$ 9,735	$ 0
Revenue from Contract with Customer, Product and Service [Extensible Enumeration]	Service	Service	Service	Service

XML

Revenue - Narrative (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Gross accounts receivable from customers	$ 412,372	$ 347,852
Contract liability, current	325,993	192,012
Contract liability, noncurrent	$ 340,725	$ 436,860

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Revenue - Schedule of Contract Liabilities (Details) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Change in Contract with Customer, Liability [Abstract]
Balance at beginning of period	$ 628,872	$ 446,360
Billings	1,057,053	15,517,008
Revenue recognized	(1,019,207)	(15,334,583)
Balance at end of period	$ 666,718	$ 628,785

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Revenue - Schedule of Performance Obligations (Details)	Sep. 30, 2023 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, amount	$ 666,718
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, amount	$ 296,788
Revenue, remaining performance obligation, expected timing of satisfaction, period	3 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, amount	$ 38,940
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, amount	$ 38,940
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, amount	$ 38,940
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, amount	$ 38,940
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, amount	$ 214,170
Revenue, remaining performance obligation, expected timing of satisfaction, period

XML

Property and Equipment, net (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 2,090,005		$ 2,090,005		$ 1,659,366
Less accumulated depreciation and amortization	(359,335)		(359,335)		(237,073)
Property and equipment, net	1,730,670		1,730,670		1,422,293
Depreciation and amortization	42,492	$ 31,480	123,308	$ 119,388
Computer
Property, Plant and Equipment [Line Items]
Total property and equipment	12,321		12,321		12,321
Office equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	300,250		300,250		281,250
Machinery
Property, Plant and Equipment [Line Items]
Total property and equipment	686,771		686,771		523,050
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	105,613		105,613		105,614
Construction in progress
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 985,050		$ 985,050		$ 737,131

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Indebtedness - Convertible Notes Payable (Details) - USD ($)							1 Months Ended				2 Months Ended	3 Months Ended	9 Months Ended
	Jul. 31, 2023	Jun. 08, 2023	Mar. 30, 2023	Dec. 30, 2022	Dec. 23, 2022	Nov. 02, 2021	Jul. 31, 2023	Jun. 30, 2023	Jun. 30, 2023	Jun. 30, 2022	Jul. 31, 2023	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Jun. 07, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Proceeds from convertible note payable													$ 3,500,000	$ 0
Accrued interest													0			$ 1,961,477
Proceeds from pre-close financing and debt conversion									$ 21,130,000
Pre-close financing amount		$ 18,100,000					$ 7,100,000	$ 11,000,000			$ 18,100,000,000,000
Repayments of notes payable													3,584,989	1,333,027
Debt, amount converted or paid													11,200,000
John Michael Lawrie
Debt Instrument [Line Items]
Pre-close financing amount		$ 10,000,000
John Michael Lawrie | Common
Debt Instrument [Line Items]
Shares issued upon conversion (in shares)	212,500	1,062,500
John Michael Lawrie | Preferred Stock
Debt Instrument [Line Items]
Shares issued upon conversion (in shares)		425,000
Securities Purchase Agreement with SPAC Executive
Debt Instrument [Line Items]
Convertible debt													8,500,000
Securities Purchase Agreement with SPAC Executive | Notes Payable, Other Payables
Debt Instrument [Line Items]
Interest rate (as a percent)					14.00%
Debt instrument term					24 months
Maximum financing amount					$ 8,500,000
Proceeds from convertible note payable			$ 3,500,000	$ 5,000,000
Convertible debt															$ 8,500,000
Loan Payable 2021 | Loans Payable
Debt Instrument [Line Items]
Principal amount						$ 2,000,000
Interest rate (as a percent)						10.00%
Interest expense on short term borrowings												$ 33,472
Installment payments						$ 178,775
Short-term debt balance													$ 0			$ 177,297
Loans Payable June 2022 | Loans Payable
Debt Instrument [Line Items]
Principal amount														$ 11,200,000
Interest rate (as a percent)														2.00%
Debt instrument term										12 months
Loans Payable June 2022 | Loans Payable | Payment after seven months
Debt Instrument [Line Items]
Prepayment fee (as a percent)														6.00%
Loans Payable June 2022 | Loans Payable | Related Party
Debt Instrument [Line Items]
Principal amount														$ 5,100,000
Notes Conversion Agreements | Notes Payable, Other Payables
Debt Instrument [Line Items]
Debt principal amount		$ 7,800,000
Accrued interest		2,300,000
Amount converted		$ 10,130,000
Shares issued upon conversion (in shares)		1,266,250
Loans Payable, Not Converted
Debt Instrument [Line Items]
Repayments of notes payable									$ 3,407,692

XML

Indebtedness - SAFE Notes (Details)		3 Months Ended		9 Months Ended
	Jun. 08, 2023 USD ($) shares	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Jul. 31, 2023 $ / shares	Dec. 31, 2022 USD ($)	Dec. 31, 2021	Nov. 30, 2021 USD ($)	Oct. 31, 2021 USD ($)
Debt Instrument [Line Items]
Changes in fair value included in operations		$ (14,895,081)	$ (5,170,186)	$ 10,891,144	$ (32,128,614)
Discount rate
Debt Instrument [Line Items]
Debt instrument measurement input								0.20
SAFE Notes Issued May Through October 2021
Debt Instrument [Line Items]
Principal amount										$ 8,906,788
Fair value of debt		0		0			$ 22,750,000
SAFE Notes Issued May Through October 2021 | Common
Debt Instrument [Line Items]
Amount of debt converted	$ 11,165,487
Shares issued upon conversion (in shares) | shares	1,842,490
SAFE Notes Issued May Through October 2021 | Related Party
Debt Instrument [Line Items]
Principal amount										$ 7,229,245
SAFE Notes Issued In November 2021
Debt Instrument [Line Items]
Principal amount									$ 16,300,000
Fair value of debt		0		0			28,850,000
SAFE Notes Issued In November 2021 | Common
Debt Instrument [Line Items]
Amount of debt converted	$ 13,622,241
Shares issued upon conversion (in shares) | shares	2,247,894
SAFE Notes Issued In November 2021 | Related Party
Debt Instrument [Line Items]
Principal amount									$ 15,000,000
SAFE Notes | Common
Debt Instrument [Line Items]
Shares issued price per share | $ / shares						$ 6.06
TLG Acquisition One Corp
Debt Instrument [Line Items]
Estimated proceeds to existing stockholders		275,000,000		275,000,000			$ 495,000,000
SAFE Notes
Debt Instrument [Line Items]
Changes in fair value included in operations		10,322,272		26,812,272	(21,861,000)
SAFE Notes | Term | Minimum
Debt Instrument [Line Items]
Debt instrument measurement input							0.3
SAFE Notes | Term | Maximum
Debt Instrument [Line Items]
Debt instrument measurement input							2
SAFE Notes | Risk-free interest rate | Minimum
Debt Instrument [Line Items]
Debt instrument measurement input							0.0436
SAFE Notes | Risk-free interest rate | Maximum
Debt Instrument [Line Items]
Debt instrument measurement input							0.0467
SAFE Notes | Volatility | Minimum
Debt Instrument [Line Items]
Debt instrument measurement input							0.75
SAFE Notes | Volatility | Maximum
Debt Instrument [Line Items]
Debt instrument measurement input							0.85
SAFE Notes | SAFE Notes Issued May Through October 2021
Debt Instrument [Line Items]
Changes in fair value included in operations		3,504,513	(2,406,000)	11,584,513	(10,537,000)
SAFE Notes | SAFE Notes Issued In November 2021
Debt Instrument [Line Items]
Changes in fair value included in operations		$ 6,817,759	$ (3,176,000)	$ 15,227,759	$ (11,324,000)

XML

Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Warranty reserve	$ 551,105	$ 832,283	$ 855,775	$ 1,029,862
Deferred revenue	325,993	192,012
Accrued interest	0	1,961,477
Other accrued expenses and current liabilities	1,417,898	2,210,660
Accrued expenses and other current liabilities	$ 2,294,996	$ 5,196,432

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Accrued Expenses and Other Current Liabilities - Schedule of Warranty Reserves (Details) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Movement in Standard Product Warranty Accrual [Roll Forward]
Balance at the beginning of period	$ 832,283	$ 1,029,862
Provision for warranty expense	19,785	307,732
Warranty costs paid	(300,963)	(481,819)
Balance at end of period	$ 551,105	$ 855,775

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Commitment and Contingencies - Leases (Narrative) (Details)		3 Months Ended		9 Months Ended
	Jan. 01, 2022 USD ($) renewal_option	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	May 24, 2023 USD ($)	Dec. 31, 2022 USD ($)	Sep. 23, 2022 USD ($)	Jan. 19, 2022 USD ($)
Lessee, Lease, Description [Line Items]
Number of renewal options | renewal_option	5
Renewal term	1 year							2 years	5 years
Lease term	4 years					39 months		5 years	5 years
Total minimum payments	$ 1,700,000	$ 4,000,765		$ 4,000,765		$ 1,100,000		$ 800,000	$ 1,400,000
Discount rate	19.00%					19.00%		19.00%	19.00%
Weighted average remaining lease term		3 years 4 months 24 days		3 years 4 months 24 days
Right of use assets		$ 3,346,958		$ 3,346,958			$ 3,241,705
Lease liability		$ 718,027		$ 718,027			$ 347,131
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]		Accrued expenses		Accrued expenses			Accrued expenses
Lease liability, noncurrent		$ 2,257,137		$ 2,257,137			$ 2,058,734
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]		Other long-term liabilities		Other long-term liabilities			Other long-term liabilities
Lease cost		$ 428,913	$ 146,044	$ 1,098,759	$ 460,056
Cost of Sales
Lessee, Lease, Description [Line Items]
Lease cost		265,212	103,646	564,051	308,918
General and Administrative Expense
Lessee, Lease, Description [Line Items]
Lease cost		$ 163,701	$ 42,398	$ 534,708	$ 151,138

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Commitment and Contingencies - Schedule of Lease Payments (Details) - USD ($)	Sep. 30, 2023	May 24, 2023	Sep. 23, 2022	Jan. 19, 2022	Jan. 01, 2022
Commitments and Contingencies Disclosure [Abstract]
Balance of 2023	$ 276,635
2024	1,246,533
2025	1,285,664
2026	771,571
2027	420,362
Total minimum payments	4,000,765	$ 1,100,000	$ 800,000	$ 1,400,000	$ 1,700,000
Less: amounts representing interest	1,025,601
Lease liability	$ 2,975,164

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Commitment and Contingencies - Legal Claims (Narrative) (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Loss Contingencies [Line Items]
Gain on settlement			$ 5,641,658	$ 0
Inventory, net	$ 20,929,486		20,929,486		$ 13,532,475
Reserve for inventory obsolescence and slow-moving items	1,987,124		1,987,124		$ 976,881
Write-off of inventory deposits	2,383,408		5,040,689	$ 0
Kohler Co. (“White-Label Provider”)
Loss Contingencies [Line Items]
Inventory, net	6,190,074		6,190,074
Reserve for inventory obsolescence and slow-moving items	646,508		646,508
Reduction in deferred revenue			98,092
Other Income (Expense)
Loss Contingencies [Line Items]
Write-off of inventory deposits		$ 2,657,281
Other Income (Expense) | Kohler Co. (“White-Label Provider”)
Loss Contingencies [Line Items]
Gain on settlement	5,641,658
Total net gain on settlement	$ 3,258,250		$ 600,969

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Cumulative Mandatorily Redeemable Preferred Stock (Details)				1 Months Ended			2 Months Ended		3 Months Ended						9 Months Ended
	Aug. 01, 2023 USD ($) shares	Jul. 31, 2023 USD ($) $ / shares shares	Jun. 08, 2023 USD ($) note shares	Jul. 31, 2023 USD ($) $ / shares	Jun. 30, 2023 USD ($)	Jun. 30, 2023 shares	Jul. 31, 2023 USD ($) $ / shares	Jul. 31, 2023 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2023 shares	Mar. 31, 2023 shares	Sep. 30, 2022 USD ($) shares	Jun. 30, 2022 shares	Mar. 31, 2022 shares	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2022 USD ($)	Dec. 31, 2022 $ / shares
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items]
Common stock, authorized (in shares)									500,000,000						500,000,000
Common stock, par value (in dollars per share) | $ / shares									$ 0.0001						$ 0.0001		$ 0.0001
Preferred stock shares authorized (in shares)									30,000,000						30,000,000
Preferred stock par or stated value per share (USD per share) | $ / shares									$ 0.0001						$ 0.0001
Pre-close financing amount | $			$ 18,100,000	$ 7,100,000	$ 11,000,000		$ 18,100,000,000,000
Total operating expenses | $									$ 7,127,254			$ 4,437,108			$ 20,905,936	$ 12,482,608
Preferred stock shares outstanding (in shares)									2,589,818						2,589,818
Dividend percentage			15.00%
Original issue price (in dollars per share) | $ / shares									$ 10						$ 10
Cumulative mandatorily redeemable preferred stock liability | $									$ 21,465,334						$ 21,465,334
Working Capital Loan
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items]
Amount of debt converted | $	$ 1,500,000
Conversion Of Working Capital Loans To Preferred Stock | Working Capital Loan
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items]
Shares issued upon conversion (in shares)		378,318
Accretion to redemption value period		3 years
Conversion Of Working Capital Loans To Warrants | Working Capital Loan
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items]
Shares issued upon conversion (in shares)		1,000,000
Common
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items]
Shares issued for common stock (in shares)									938,421	2,637,861	12,273	53,856	37,918	55,068
John Michael Lawrie
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items]
Pre-close financing amount | $			$ 10,000,000
Amount of debt converted | $			$ 8,500,000
Number of notes | note			2
John Michael Lawrie | Common
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items]
Shares issued upon conversion (in shares)		212,500	1,062,500
John Michael Lawrie | Preferred Stock
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items]
Shares issued upon conversion (in shares)			425,000
TLG Acquisition One Corp
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items]
Common stock, par value (in dollars per share) | $ / shares		$ 0.0001		$ 0.0001			$ 0.0001	$ 0.0001
Shares issued for common stock (in shares)	20,064,970	211,797
Number of shares issued in transaction (in shares)		325,000						650,000
Proceeds from sale of stock | $								$ 6,500,000
Total operating expenses | $		$ 9,066,350
Preferred stock shares outstanding (in shares)	2,589,818
TLG Acquisition One Corp | Working Capital Loan
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items]
Total operating expenses | $		$ 9,066,350
TLG Acquisition One Corp | Conversion Of Working Capital Loans To Common Stock | Sponsor
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items]
Shares issued upon conversion (in shares)		756,635
TLG Acquisition One Corp | Conversion Of Working Capital Loans To Preferred Stock
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items]
Shares issued upon conversion (in shares)		50,000
TLG Acquisition One Corp | Conversion Of Working Capital Loans To Preferred Stock | Sponsor
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items]
Shares issued upon conversion (in shares)		378,318
TLG Acquisition One Corp | Conversion Of Working Capital Loans To Warrants | Sponsor
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items]
Warrants issued upon conversion (in shares)		1,000,000
TLG Acquisition One Corp | John Michael Lawrie
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items]
Number of shares issued in transaction (in shares)		250,000						500,000
Proceeds from sale of stock | $								$ 5,000,000
Meteora Capital, LLC | Preferred Stock
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items]
Shares issued for common stock (in shares)	50,000
Mandatorily Redeemable Preferred Stock
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items]
Loans payable converted | $			$ 10,130,000
Shares issued for common stock (in shares)			506,500			905,000
Dividend percentage			15.00%
Original fair value of preferred stock | $									$ 20,146,189						20,146,189
Initial discount for lack of marketability | $									5,751,986						5,751,986
Interest expense | $									1,192,041						1,319,145
Preferred stock dividends | $									814,359						895,505
Accretion discount | $									$ 377,682						$ 423,640

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Mezzanine Equity (Details) - USD ($)				2 Months Ended		3 Months Ended	9 Months Ended
	Aug. 01, 2023	Jul. 31, 2023	Jul. 23, 2023	Sep. 30, 2023	Jul. 31, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Temporary Equity [Line Items]
Mezzanine equity, historical cost				$ 39,523,511			$ 39,523,511		$ 0	$ 0
Temporary equity, fair value				$ 6,571,949			6,571,949		$ 0
Proceeds from conversion of warrants for preferred stock							0	$ 693,000
Contingently redeemable shares of common stock issued pursuant to terms of FPA Funding Amount PIPE Subscription Agreement							$ 2,511,940
Seller
Temporary Equity [Line Items]
Number of shares issued in transaction (in shares)		251,194	3,534,492	51,624			51,624
Proceeds from sale of stock				$ 362,163			$ 548,595
TLG Acquisition One Corp
Temporary Equity [Line Items]
Shares issued for common stock (in shares)	20,064,970	211,797
Number of shares issued in transaction (in shares)		325,000			650,000
Proceeds from sale of stock					$ 6,500,000
TLG Acquisition One Corp | Seller
Temporary Equity [Line Items]
Number of shares issued in transaction (in shares)		251,194	3,534,492
Seed Preferred
Temporary Equity [Line Items]
Proceeds from conversion of warrants for preferred stock						$ 693,000		693,000
Warrants exercised						9,932,991		9,932,991
Contingently redeemable shares of common stock issued pursuant to terms of FPA Funding Amount PIPE Subscription Agreement						$ 10,625,991		$ 10,625,991
Class A common stock, par value $0.0001 per share
Temporary Equity [Line Items]
Shares issued for common stock (in shares)		1,729,348
Class A common stock, par value $0.0001 per share | TLG Acquisition One Corp | Forward Purchase Agreement
Temporary Equity [Line Items]
Shares issued for common stock (in shares)		251,194	3,534,492
Share price (USD per share)		$ 10.00	$ 10.63		$ 10.00

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Mezzanine Equity - Dividends (Details) - USD ($)		3 Months Ended		9 Months Ended
	Jul. 31, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Temporary Equity [Line Items]
Dividend percentage	15.00%			8.00%
Pre-2023 Preferred Stock
Temporary Equity [Line Items]
Dividends		$ 45,803	$ 451,895	$ 978,752	$ 1,283,334
Accumulated dividends		$ 5,645,415		$ 5,645,415
Shares issued for conversion (in shares)				529,442
Seed Preferred
Temporary Equity [Line Items]
Dividend rate (in dollars per share)				$ 1.54
Dividend rate, after conversion (in dollars per share)				1.20
Antidilutive effect (in dollars per share)				1.288
Seed-1 Preferred
Temporary Equity [Line Items]
Dividend rate (in dollars per share)				0.30
Seed-2 Preferred
Temporary Equity [Line Items]
Dividend rate (in dollars per share)				$ 0.61

XML

Stockholders' Deficit - Schedule of Common Stock Outstanding (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Reverse Recapitalization, Common Stock [Roll Forward]
As previously reported (in shares)	20,396,416
Reversal of shares, as previously reported	(242,302,003)	(217,588,804)
Recapitalization of common shares outstanding at Exchange Ratio	1,837,507	1,650,094
Conversion of pre-2023 preferred stock outstanding at Exchange Ratio	16,537,692	15,924,999
Additional common shares issued on pre-2023 preferred stock after applying an anti-dilution factor	2,997,836	2,821,323
As converted (in shares)	21,373,035	20,396,416
Previously Reported
Reverse Recapitalization, Common Stock [Roll Forward]
As previously reported (in shares)	242,302,003	217,588,804
As converted (in shares)		242,302,003

XML

Stockholders' Deficit - Common Stock (Narrative) (Details) - USD ($)				1 Months Ended		2 Months Ended		3 Months Ended						9 Months Ended
	Aug. 01, 2023	Jul. 31, 2023	Jun. 08, 2023	Jul. 31, 2023	Jun. 30, 2023	Jul. 31, 2023	Jul. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Jul. 30, 2023	Jun. 07, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Common stock, authorized (in shares)								500,000,000						500,000,000
Common stock, par value (in dollars per share)								$ 0.0001						$ 0.0001				$ 0.0001
Required conversion of loans payable			$ 10,130,000
Pre-close financing amount			18,100,000	$ 7,100,000	$ 11,000,000	$ 18,100,000,000,000
Total operating expenses								$ 7,127,254			$ 4,437,108			$ 20,905,936	$ 12,482,608
Common stock issued from warrant conversion								360,603						360,603
Common stock, issued (in shares)	38,120,937							38,020,283						38,020,283				21,902,477
Beginning balance (in shares)										21,902,477				21,902,477
Legacy Electriq Common Stock Warrnats
Class of Stock [Line Items]
Fair value of warrants																$ 2,185,254
Common stock issued from warrant conversion																360,603
Class A common stock, par value $0.0001 per share
Class of Stock [Line Items]
Beginning balance (in shares)		7,948,405
Shares issued for common stock (in shares)		1,729,348
Common
Class of Stock [Line Items]
Beginning balance (in shares)				24,023,169				24,023,169	21,385,308	21,373,035	21,278,608	20,451,484	20,396,416	21,373,035	20,396,416
Shares issued for common stock (in shares)								938,421	2,637,861	12,273	53,856	37,918	55,068
John Michael Lawrie
Class of Stock [Line Items]
Pre-close financing amount			$ 10,000,000
John Michael Lawrie | Common
Class of Stock [Line Items]
Shares issued upon conversion (in shares)		212,500	1,062,500
Working Capital Loan | Conversion Of Working Capital Loans To Preferred Stock
Class of Stock [Line Items]
Shares issued upon conversion (in shares)		378,318
Working Capital Loan | Conversion Of Working Capital Loans To Warrants
Class of Stock [Line Items]
Shares issued upon conversion (in shares)		1,000,000
TLG Acquisition One Corp
Class of Stock [Line Items]
Common stock, par value (in dollars per share)		$ 0.0001		$ 0.0001		$ 0.0001	$ 0.0001
Number of shares issued in transaction (in shares)		325,000					650,000
Total operating expenses		$ 9,066,350
Shares issued for common stock (in shares)	20,064,970	211,797
Shares redeemed (in shares)		7,736,608
TLG Acquisition One Corp | Common Class F
Class of Stock [Line Items]
Common stock, issued (in shares)																5,000,000
Beginning balance (in shares)		5,000,000
TLG Acquisition One Corp | John Michael Lawrie
Class of Stock [Line Items]
Number of shares issued in transaction (in shares)		250,000					500,000
TLG Acquisition One Corp | Sponsor | Common Class F
Class of Stock [Line Items]
Stock cancelled during period (in shares)					3,270,652
TLG Acquisition One Corp | Conversion Of Working Capital Loans To Common Stock | Sponsor
Class of Stock [Line Items]
Shares issued upon conversion (in shares)		756,635
TLG Acquisition One Corp | Conversion Of Working Capital Loans To Preferred Stock
Class of Stock [Line Items]
Shares issued upon conversion (in shares)		50,000
TLG Acquisition One Corp | Conversion Of Working Capital Loans To Preferred Stock | Sponsor
Class of Stock [Line Items]
Shares issued upon conversion (in shares)		378,318
TLG Acquisition One Corp | Conversion Of Working Capital Loans To Warrants | Sponsor
Class of Stock [Line Items]
Warrants issued upon conversion (in shares)		1,000,000
TLG Acquisition One Corp | Working Capital Loan
Class of Stock [Line Items]
Total operating expenses		$ 9,066,350
Remaining borrowing capacity		$ 7,202,350		$ 7,202,350		$ 7,202,350	$ 7,202,350
Securities Purchase Agreement with SPAC Executive
Class of Stock [Line Items]
Convertible debt								$ 8,500,000						$ 8,500,000
Securities Purchase Agreement with SPAC Executive | Notes Payable, Other Payables
Class of Stock [Line Items]
Convertible debt																	$ 8,500,000
SAFE Notes | Common
Class of Stock [Line Items]
Shares issued price per share		$ 6.06		$ 6.06		$ 6.06	$ 6.06
Common
Class of Stock [Line Items]
Debt conversion, stock issued			1,266,250		2,262,500
Incentive Common Stock
Class of Stock [Line Items]
Debt conversion, stock issued			253,250		452,500

XML

Stockholders' Deficit - Restricted Stock Awards (Narrative) (Details) - USD ($)		3 Months Ended	9 Months Ended
	Aug. 22, 2023	Sep. 30, 2023	Sep. 30, 2023	Sep. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock awards granted		$ 362
Stock-based compensation			$ 3,289,369	$ 765,258
Restricted Stock Units (RSUs)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period			3 years
2023 Equity Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorized to be issued (in shares)		6,460,874	6,460,874
Shares available for grant under plan (in shares)		2,844,514	2,844,514
2023 Equity Incentive Plan | Restricted Stock Units (RSUs)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Term of award			10 years
Percentage of stock issued and outstanding			10.00%
Vesting percentage			33.34%
Shares granted (in shares)	3,616,360
Restricted stock awards granted	$ 5,677,685
Grant date price per share (in dollars per share)	$ 1.57
Stock-based compensation			$ 207,404

XML

Stockholders' Deficit - Stock Options (Narrative) (Details) - USD ($)	3 Months Ended		9 Months Ended		40 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2023	Dec. 31, 2022	Mar. 12, 2020
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock options granted (in shares)			41,709	548,343	3,146,295
Shares forfeited or expired to date (in shares)					435,409
Average value of shares granted (in dollars per share)			$ 7.61	$ 10.62
Stock options exercised but not yet vested (in shares)	139,637		139,637
Unvested exercised options at initial exercise price	$ 111,063		$ 111,063
Number of unvested shares (in shares)	344,285		344,285			801,102
Unvested shares, weighted average grant price (in dollars per share)	$ 7.26		$ 7.26			$ 8.65
Stock-based compensation expense	$ 285,713	$ 287,430	$ 3,081,964	$ 765,257
Remaining stock-based compensation expense related to unvested option grants	1,963,762		$ 1,963,762
Nonvested award, cost not yet recognized, period for recognition			2 years 9 months 18 days
Aggregate intrinsic value of options outstanding	661,940		$ 661,940			$ 14,319,711
Aggregate intrinsic value of stock options exercisable	$ 843,193		843,193			$ 6,662,522
Total intrinsic value of stock options exercised			$ 537,764
Noncontrolling Shareholder, Chief Executive Officer (CEO)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
CEO ownership percentage	6.00%		6.00%
Stock options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorized to be issued (in shares)							2,737,030
Stock plan termination period			10 years
Shares available for grant under plan (in shares)	44,947		44,947
Value of shares granted			$ 317,270	$ 5,822,549
Vesting period			4 years

XML

Stockholders' Deficit - Schedule of Assumptions (Details)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk-free interest rate, minimum (as a percent)	3.53%	1.43%
Risk-free interest rate, maximum (as a percent)	4.27%	3.88%
Expected term (years)	6 years 3 months
Expected volatility, minimum (as a percent)	71.52%	71.65%
Expected volatility, maximum (as a percent)	71.65%	73.53%
Expected dividends	0.00%	0.00%
Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (years)	5 years 2 months 15 days
Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (years)	6 years 3 months

XML

Stockholders' Deficit - Schedule of Stock Option Activity (Details) - $ / shares	3 Months Ended	9 Months Ended		40 Months Ended
	Mar. 31, 2023	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2023
Number of Options
Outstanding at December 31, 2022 (in shares)	1,151,710	1,151,710
Grants (in shares)		41,709	548,343	3,146,295
Exercised (in shares)		(64,860)
Forfeited (in shares)		(41,828)
Outstanding at June 30, 2023 (in shares)		1,086,731
Weighted Average Exercise Price
Outstanding outstanding, Weighted average exercise price per share - beginning balance (in dollars per share)	$ 0.84	$ 0.84
Options granted, Weighted average exercise price per share (in dollars per share)		9.23
Options exercised, Weighted average exercise price per share (in dollars per share)		0.86
Options forfeited, Weighted average exercise price per share (in dollars per share)		1.19
Outstanding outstanding, Weighted average exercise price per share - ending balance (in dollars per share)		$ 1.15
Weighted Average Remaining Contractual Term (years)
Options outstanding, Weighted average remaining contractual term	8 years 9 months 18 days	8 years 1 month 6 days
Options granted, weighted average remaining contractual term		10 years
Options exercised, weighted average remaining contractual term		8 years 9 months 18 days
Options forfeited, weighted average remaining contractual term		8 years 6 months

XML

Stockholders' Deficit - Schedule of Stock Options Information (Details)	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options outstanding, number of options (in shares)	1,086,731
Options outstanding, weighted average remaining life	7 years 9 months 18 days
Options exercisable, number of options (in shares)	887,132
Options exercisable, weighted average remaining life	8 years
$0.0132
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options outstanding, exercise price (in dollars per share) | $ / shares	$ 0.0132
Options outstanding, number of options (in shares)	7,394
Options outstanding, weighted average remaining life	3 years
Options exercisable, number of options (in shares)	7,394
Options exercisable, weighted average remaining life	3 years
$0.527
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options outstanding, exercise price (in dollars per share) | $ / shares	$ 0.527
Options outstanding, number of options (in shares)	120,370
Options outstanding, weighted average remaining life	6 years 7 months 6 days
Options exercisable, number of options (in shares)	101,640
Options exercisable, weighted average remaining life	6 years 6 months
$0.791
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options outstanding, exercise price (in dollars per share) | $ / shares	$ 0.791
Options outstanding, number of options (in shares)	498,972
Options outstanding, weighted average remaining life	7 years 8 months 12 days
Options exercisable, number of options (in shares)	441,464
Options exercisable, weighted average remaining life	7 years 8 months 12 days
$0.9362
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options outstanding, exercise price (in dollars per share) | $ / shares	$ 0.9362
Options outstanding, number of options (in shares)	416,390
Options outstanding, weighted average remaining life	9 years
Options exercisable, number of options (in shares)	336,634
Options exercisable, weighted average remaining life	9 years
$9.23
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options outstanding, exercise price (in dollars per share) | $ / shares	$ 9.23
Options outstanding, number of options (in shares)	43,605
Options outstanding, weighted average remaining life	9 years 7 months 6 days
Options exercisable, number of options (in shares)	0

XML

Warrants - Narrative (Details) - USD ($)			1 Months Ended	3 Months Ended			9 Months Ended
	Jul. 31, 2023	Jun. 08, 2023	Jun. 30, 2023	Sep. 30, 2023	Jun. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Aug. 01, 2023	Jul. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Class of Warrant or Right [Line Items]
Common stock issued from warrant conversion				360,603			360,603
Proceeds from conversion of warrants for preferred stock							$ 0	$ 693,000
Contingently redeemable shares of common stock issued pursuant to terms of FPA Funding Amount PIPE Subscription Agreement							2,511,940
Total operating expenses				$ 7,127,254		$ 4,437,108	$ 20,905,936	12,482,608
Seed Preferred
Class of Warrant or Right [Line Items]
Common stock issued from warrant conversion				612,693			612,693
Proceeds from conversion of warrants for preferred stock						693,000		693,000
Warrants exercised						9,932,991		9,932,991
Contingently redeemable shares of common stock issued pursuant to terms of FPA Funding Amount PIPE Subscription Agreement						10,625,991		10,625,991
TLG Acquisition One Corp
Class of Warrant or Right [Line Items]
Total operating expenses	$ 9,066,350
TLG Acquisition One Corp | Conversion Of Working Capital Loans To Preferred Stock
Class of Warrant or Right [Line Items]
Shares issued upon conversion (in shares)	50,000
TLG Acquisition One Corp | Conversion Of Working Capital Loans To Preferred Stock | Sponsor
Class of Warrant or Right [Line Items]
Shares issued upon conversion (in shares)	378,318
TLG Acquisition One Corp | Conversion Of Working Capital Loans To Common Stock | Sponsor
Class of Warrant or Right [Line Items]
Shares issued upon conversion (in shares)	756,635
TLG Acquisition One Corp | Conversion Of Working Capital Loans To Warrants | Sponsor
Class of Warrant or Right [Line Items]
Warrants issued upon conversion (in shares)	1,000,000
Common
Class of Warrant or Right [Line Items]
Contingently redeemable shares of common stock issued pursuant to terms of FPA Funding Amount PIPE Subscription Agreement							$ 25
Share Price More Than Or Equals To USD Eighteen | TLG Acquisition One Corp
Class of Warrant or Right [Line Items]
Class of Warrants, Redemption Notice Period					30 days
Share Price Less Than Or Equals To USD Eighteen | TLG Acquisition One Corp
Class of Warrant or Right [Line Items]
Class of Warrants, Redemption Price Per Unit			$ 0.10		$ 0.10
Class of Warrants, Redemption Notice Period					30 days
Share price (USD per share)			$ 10.00		$ 10.00
Number of consecutive trading days for determining share price					10 days
Legacy Electriq Common Stock Warrnats
Class of Warrant or Right [Line Items]
Fair value of warrants										$ 2,185,254
Common stock issued from warrant conversion										360,603
Common
Class of Warrant or Right [Line Items]
Fair value of warrants				$ 0			0				$ 14,114,411
Life of warrants												2 years
Unrealized fair value adjustments				$ 2,632,932		411,814	11,929,157	6,751,769
Common | Updated IPO Scenario
Class of Warrant or Right [Line Items]
Proceeds from warrants							275,000,000
Common | Prior IPO Scenario
Class of Warrant or Right [Line Items]
Proceeds from warrants							$ 495,000,000
Preferred Stock
Class of Warrant or Right [Line Items]
Life of warrants				3 years			3 years
Unrealized fair value adjustments				$ 0		$ 0	$ 0	$ 3,515,845
Public warrants
Class of Warrant or Right [Line Items]
Fair value of warrants	$ 1,600,000
Warrant outstanding				13,333,333			13,333,333				0
Warrants Exercisable Term from the Date of Completion of business Combination							30 days
Exercise price (in dollars per share)											$ 6.57
Public warrants | Share Price More Than Or Equals To USD Eighteen | TLG Acquisition One Corp
Class of Warrant or Right [Line Items]
Class of Warrants, Redemption Notice Period					30 days
Private placement warrants
Class of Warrant or Right [Line Items]
Unrealized fair value adjustments				$ 7,120,397			$ 7,120,397
Warrant outstanding				3,000,000			3,000,000				0
Derivative liability				$ 3,039,603			$ 3,039,603				$ 0
Private placement warrants | TLG Acquisition One Corp | Sponsor
Class of Warrant or Right [Line Items]
Warrants cancelled during period (in shares)			4,666,667
Private placement warrants | Share Price More Than Or Equals To USD Eighteen | TLG Acquisition One Corp
Class of Warrant or Right [Line Items]
Class of Warrants, Redemption Price Per Unit			$ 0.01		$ 0.01
Share price (USD per share)			$ 18.00		$ 18.00
Number of consecutive trading days for determining share price					20 days
Number of trading days for determining share price					30 days
Sponsor | Private placement warrants | TLG Acquisition One Corp
Class of Warrant or Right [Line Items]
Warrant outstanding		2,000,000
Warrants cancelled during period (in shares)		4,666,667
IssuanceOfWarrantsGranted		1,000,000
Working Capital Loan | Conversion Of Working Capital Loans To Preferred Stock
Class of Warrant or Right [Line Items]
Shares issued upon conversion (in shares)	378,318
Working Capital Loan | Conversion Of Working Capital Loans To Warrants
Class of Warrant or Right [Line Items]
Exercise price (in dollars per share)									$ 1.50
Shares issued upon conversion (in shares)	1,000,000
Working Capital Loan | TLG Acquisition One Corp
Class of Warrant or Right [Line Items]
Total operating expenses	$ 9,066,350
Remaining borrowing capacity	$ 7,202,350

XML

Warrants - Schedule of Warrant Valuation (Details)	Sep. 30, 2023	Sep. 30, 2022
Term
Class of Warrant or Right [Line Items]
Warrants, measurement input	0
Term | Private placement warrants
Class of Warrant or Right [Line Items]
Warrants, measurement input	4.83
Risk-free interest rate
Class of Warrant or Right [Line Items]
Warrants, measurement input	0
Risk-free interest rate | Private placement warrants
Class of Warrant or Right [Line Items]
Warrants, measurement input	0.0456
Volatility
Class of Warrant or Right [Line Items]
Warrants, measurement input	0
Volatility | Private placement warrants
Class of Warrant or Right [Line Items]
Warrants, measurement input	1.02
Dividend yield | Private placement warrants
Class of Warrant or Right [Line Items]
Warrants, measurement input	0
Exercise price | Private placement warrants
Class of Warrant or Right [Line Items]
Warrants, measurement input	6.57
Stock price | Private placement warrants
Class of Warrant or Right [Line Items]
Warrants, measurement input	1.76
Minimum | Term
Class of Warrant or Right [Line Items]
Warrants, measurement input		0.6
Minimum | Risk-free interest rate
Class of Warrant or Right [Line Items]
Warrants, measurement input		0.025
Minimum | Volatility
Class of Warrant or Right [Line Items]
Warrants, measurement input		0.90
Maximum | Term
Class of Warrant or Right [Line Items]
Warrants, measurement input		2
Maximum | Risk-free interest rate
Class of Warrant or Right [Line Items]
Warrants, measurement input		0.042
Maximum | Volatility
Class of Warrant or Right [Line Items]
Warrants, measurement input		1

XML

Fair Value - Narrative (Details) - USD ($)		2 Months Ended	3 Months Ended	9 Months Ended
	Aug. 01, 2023	Sep. 30, 2023	Sep. 30, 2023	Sep. 30, 2023	Jul. 31, 2023	Dec. 31, 2022
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Forward purchase contract asset		$ 2,101,424	$ 2,101,424	$ 2,101,424		$ 0
Meteora Capital, LLC
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Business combination, prepayment		37,072,106	37,072,106	37,072,106
Forward Purchase Agreement
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Change in fair value, gain (loss) included in operations			$ 34,970,682	34,970,682
Forward Contracts
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative asset fair value	$ 18,475,421				$ 18,475,421
Derivative asset amount	37,261,790
Transaction costs	189,684
Unrealized fair value adjustments	$ 18,596,685
Remeasurement loss		$ 16,495,261		$ 18,596,685

XML

Fair Value - Schedule of Measurement Inputs (Details) - Forward Contracts	Sep. 30, 2023
Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt instrument measurement input	0.33
Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt instrument measurement input	0.0547
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt instrument measurement input	0.89
Stock price at measurement date
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt instrument measurement input	1.76
Dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt instrument measurement input	0

XML

Fair Value - Schedule of Financial Instruments Measured at Fair Value (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance			$ (65,714,411)	$ (43,917,684)
Issuance of Private Placement Warrants in Business Combination			(1,500,000)
Changes in fair value included in operations	$ (14,895,081)	$ (5,170,186)	10,891,144	(32,128,614)
Opening balance sheet fair value adjustment for assumed derivative warrants liability in Business Combination			(8,660,000)
Conversions into Class A common stock at Close			26,972,982	9,932,991
Ending balance	(938,179)	(66,113,307)	(938,179)	(66,113,307)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Amount prepaid on forward purchase contract asset			37,072,106
Total changes in fair value included in operations			10,891,144
Forward Purchase Agreement
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance			0
Issuance of Private Placement Warrants in Business Combination			0
Amount prepaid on forward purchase contract asset			37,072,106
Changes in fair value included in operations	(34,970,682)		(34,970,682)
Ending balance	2,101,424		2,101,424
Warrant Liabilities | Common Stock Warrant
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance			(14,114,411)	(6,502,538)
Issuance of Private Placement Warrants in Business Combination			0
Changes in fair value included in operations			11,929,157	(6,751,769)
Opening balance sheet fair value adjustment for assumed derivative warrants liability in Business Combination			0
Conversions into Class A common stock at Close			2,185,254	0
Ending balance	0	(13,254,307)	0	(13,254,307)
Warrant Liabilities | Preferred stock warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance				(6,417,146)
Changes in fair value included in operations				(3,515,845)
Conversions into Class A common stock at Close				9,932,991
Ending balance		0		0
Warrant Liabilities | Derivative Warrants Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance			0
Issuance of Private Placement Warrants in Business Combination			(1,500,000)
Changes in fair value included in operations			7,120,397
Opening balance sheet fair value adjustment for assumed derivative warrants liability in Business Combination			(8,660,000)
Ending balance	(3,039,603)		(3,039,603)
SAFE Notes
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance			(51,600,000)	(30,998,000)
Issuance of Private Placement Warrants in Business Combination			0
Changes in fair value included in operations	10,322,272		26,812,272	(21,861,000)
Opening balance sheet fair value adjustment for assumed derivative warrants liability in Business Combination			0
Conversions into Class A common stock at Close			24,787,728	0
Ending balance	$ 0	$ (52,859,000)	$ 0	$ (52,859,000)

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Income Taxes (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Income tax expense	$ 0	$ 0	$ 0	$ 0

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Subsequent Events (Details) - $ / shares	Nov. 12, 2023	Nov. 06, 2023	Sep. 30, 2023	Dec. 31, 2022
Private placement warrants
Subsequent Event [Line Items]
Warrant outstanding			3,000,000	0
Subsequent Event
Subsequent Event [Line Items]
Shares deemed free and clear of all obligations (in shares)	3,785,686
Subsequent Event | Private placement warrants
Subsequent Event [Line Items]
Warrant outstanding	3,500,000
Exercise price (in dollars per share)	$ 0.001
Subsequent Event | Restricted Stock
Subsequent Event [Line Items]
Number of shares authorized to be issued (in shares)		545,000
Subsequent Event | Restricted Stock | Vest on December 31, 2023
Subsequent Event [Line Items]
Vesting percentage		50.00%
Subsequent Event | Restricted Stock | Vest on December 31, 2024
Subsequent Event [Line Items]
Vesting percentage		50.00%