Item 7.01. |
Regulation FD Disclosure. |
On July 14, 2023, TLG Acquisition One Corp., a Delaware corporation (the Company or TLG), announced an update to
its joint proxy statement/consent solicitation statement/prospectus filed with the Securities and Exchange Commission (the SEC) on July 12, 2023 (the Proxy Statement/Consent Solicitation Statement/Prospectus) in
connection with the special meeting of TLGs stockholders scheduled to be held on July 25, 2023 to, among other things, approve the proposed business combination (Business Combination) with Electriq Power, Inc., a Delaware
corporation (Electriq). The Proxy Statement/Consent Solicitation Statement/Prospectus originally estimated the redemption price of TLGs Class A common stock, par value $0.0001 per share (Class A Common Stock),
at $10.73 per share. After taking into account income taxes due on earnings in the trust, the redemption value per share of Class A Common Stock is now estimated to be $10.63.
On July 14, 2023, the Company issued a press release announcing the updated redemption price. A copy of
the press release issued by the Company is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information referenced under this Item 7.01 (including Exhibit 99.1) of this Current Report on Form
8-K is being furnished under Item 7.01. Regulation FD Disclosure and, as such, shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that Section. The information set forth in this Current Report on Form 8-K (including Exhibit 99.1) shall not
be incorporated by reference into any registration statement, report or other document filed by the Company pursuant to the Securities Act of 1933, as amended (the Securities Act), or the Exchange Act, except as shall be expressly set
forth by specific reference in such filing.
Additional Information and Where to Find It
This communication relates to the proposed Business Combination involving TLG and Electriq. This communication may be deemed to be solicitation
material in respect of the proposed Business Combination. The proposed Business Combination has been submitted to TLGs stockholders for their consideration. In connection with the proposed Business Combination, TLG has filed with the SEC a
registration statement on Form S-4 (the Form S-4), in which the Proxy Statement/Consent Solicitation Statement/Prospectus
was included. The information in the Form S-4 may be changed. TLG also intends to file other relevant documents with the SEC regarding the proposed Business Combination. The Form S-4 has been declared effective by the SEC and the definitive Proxy Statement/Consent Solicitation Statement/Prospectus is being mailed to TLGs stockholders in connection with
TLGs solicitation of proxies for the vote of TLGs stockholders, and Electriqs stockholders in connection with Electriqs solicitation of written consent, in connection with the proposed Business Combination and other matters
as described in such Proxy Statement/Consent Solicitation Statement/Prospectus, and serves as the prospectus relating to the offer of the securities to be issued to Electriqs stockholders in connection with the completion of the proposed
Business Combination. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED BUSINESS COMBINATION, INVESTORS AND STOCKHOLDERS OF TLG AND INVESTORS AND STOCKHOLDERS OF ELECTRIQ AND OTHER INTERESTED PERSONS ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS REGARDING THE PROPOSED BUSINESS COMBINATION (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION.
The Proxy Statement/Consent
Solicitation Statement/Prospectus, any amendments or supplements thereto and other relevant materials, and any other documents filed by TLG with the SEC, may be obtained once such documents are filed with the SEC free of charge at the SECs
website at www.sec.gov or free of charge from TLG at https://tlgacquisitions.com/investor-relations/default.aspx or by directing a written request to TLG at 515 North Flagler Drive, Suite 520, West Palm Beach, FL 33401.
No Offer or Solicitation
This
communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act.
Participants in the Solicitation
TLG, Electriq and certain of their respective executive officers, directors, other members of management and employees may, under the rules of
the SEC, be deemed to be participants in the solicitation of proxies in connection with the proposed Business Combination.
Information regarding TLGs directors and executive officers is available in its Annual Report
on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on March 20, 2023 (the Annual Report). To the extent that holdings of TLGs
securities have changed from the amounts reported in the Annual Report, such changes have been or will be reflected on Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC. These documents may be obtained free of charge from
the sources indicated above. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in
the Form S-4, the Proxy Statement/Consent Solicitation Statement/Prospectus and other relevant materials relating to the proposed Business Combination to be filed with the SEC when they
become available. Stockholders and other investors should read the Proxy Statement/Consent Solicitation Statement/Prospectus carefully when it becomes available before making any voting or investment decisions.