Item 7.01 Regulation FD Disclosure.
Furnished herewith as Exhibit 99.1 hereto and incorporated by reference herein
is the investor presentation dated March 24, 2023 (the “Investor Presentation”),
which will be used by TLG Acquisition One Corp. (the “Company” or “TLG”) from
time to time with respect to the previously announced business combination (the
“Business Combination”) involving TLG and Electriq Power, Inc., a Delaware
corporation (“Electriq”). The information contained in the Investor Presentation
is illustrative summary information that should be considered in the context of
the Company’s filings with the Securities and Exchange Commission and other
public announcements that the Company may make by press release or otherwise
from time to time.
The information referenced under Item 7.01 (including Exhibit 99.1 referenced in
Item 9.01 below) 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 referenced in Item 9.01 below) 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
will be submitted to TLG’s stockholders for their consideration. In connection
with the proposed Business Combination, TLG has filed with the SEC the Form S-4,
in which a preliminary joint proxy statement/consent solicitation
statement/prospectus (the “Proxy Statement/Prospectus”) was included. The
information in the Form S-4 is not complete and may be changed. TLG also intends
to file other relevant documents with the SEC regarding the proposed Business
Combination. After the Form S-4 is declared effective by the SEC, the definitive
Proxy Statement/Prospectus will be mailed to TLG’s stockholders in connection
with TLG’s solicitation of proxies for the vote of TLG’s stockholders in
connection with the proposed Business Combination and other matters as described
in such Proxy Statement/Prospectus, and will serve as the prospectus relating to
the offer of the securities to be issued to Electriq’s 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/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/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 SEC’s
website at http://www.sec.gov or free of charge from TLG at
https://tlgacquisitions.com/investor-relations/default.aspx or by written
request to TLG’s Investor Relations Department at mail@tlgacquisitions.com.
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.
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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 TLG’s 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 TLG’s 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. 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/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/Prospectus
carefully when it becomes available before making any voting or investment
decisions.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Investor Presentation dated March 24, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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