TLGA.U / TLG Acquisition One Corp. Units, each consisting of one share of Class A common stock and one-third - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

ELIQQ / Electriq Power Holdings, Inc. / Meteora Capital, LLC Passive Investment

SC 13G/A 1 meteoraeliq093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* TLG Acquisition One Corporation (Name of Issuer) Class A common stock, par value $0.0001 per (Title of Class of Securities) 285046108 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statem

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Class A common stock (the "Common Stock), of Electriq Power Holdings, Inc.

PART I - REGISTRANT INFORMATION Electriq Power Holdings, Inc. Full Name of Registrant Former Name if Applicable 625 N. Flagler Drive, Suite 1003 Address of Principal Executive Office (Street and Number) West Palm Beach, FL 33401 City, State and Zip C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 001-39948 CUSIP Number 285046108 NOTIFICATION OF LATE FILING (Check one) x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form N-SAR o Form N-CSR For Period Ended: December 31, 2023 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Repor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Rep

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2024 Electriq Power Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware

ELIQ / Electriq Power Holdings, Inc. / AQR CAPITAL MANAGEMENT LLC - AQR CAPITAL MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ELECTRIQ POWER HOLDINGS, INC. f/k/a TLG Acquisition One Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 285046108 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statem

ELIQ / Electriq Power Holdings, Inc. / Meteora Capital, LLC Passive Investment

SC 13G 1 meteoraeliq123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TLG Acquisition One Corporation (Name of Issuer) Class A common stock, par value $0.0001 per (Title of Class of Securities) 285046108 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Che

ELIQ / Electriq Power Holdings, Inc. / Sculptor Capital LP - SC 13G/A Passive Investment

SC 13G/A 1 d728119dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Electriq Power Holdings Inc (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 285046108 (CUSIP Number) December 31,2023 (Date of Event Which Requires Filing of this St

ELIQ / Electriq Power Holdings, Inc. / Owl Creek Asset Management, L.P. - ELETRIQ POWER HOLDINGS, INC. Passive Investment

SC 13G/A 1 p24-0543sc13ga.htm ELETRIQ POWER HOLDINGS, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Electriq Power Holdings, Inc. (formerly known as TLG Acquisition One Corp.) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 285046108 (CUSIP Number) December 31, 2023 (Date of Event Wh

TLGA / TLG Acquisition One Corp - Class A / Yakira Capital Management, Inc. - 13G Passive Investment

SC 13G/A 1 eps11108tlga.htm 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* TLG Acquisition One Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 87257M108 (CUSIP Number) NICHOLAS SABATINI, CFO & CCO; 1555 POST ROAD EAST, SUITE 202, WESTPORT, CT 06880; (203) 341-0702 (Name, Addres

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Rep

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2024 Electriq Power Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware

PROSPECTUS SUPPLEMENT NO. 3 Electriq Power Holdings, Inc. 46,888,151 Shares of Class A Common Stock 3,000,000 Warrants 17,920,737 Shares of Class A Common Stock Issuable Upon Election of Series A Preferred Stock Holders 16,333,333 Shares of Class A C

Filed Pursuant to Rule 424(b)(3) and Rule 424(c) Registration Statement No. 333-274657 January 12, 2024 PROSPECTUS SUPPLEMENT NO. 3 Electriq Power Holdings, Inc. 46,888,151 Shares of Class A Common Stock 3,000,000 Warrants 17,920,737 Shares of Class A Common Stock Issuable Upon Election of Series A Preferred Stock Holders 16,333,333 Shares of Class A Common Stock Issuable Upon Exercise of Warrants

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No.1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No.1) (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 numb

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE American LLC ("NYSE American" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove Redeemable Warrants, each exercisable for one share of Common Stock at an exercise price of $6.

Error! Unknown document property name. ACTIVE 691674942v11 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN R

Error! Unknown document property name. ACTIVE 691674942v11 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED

ACTIVE 691624996v8 TERMINATION AND SECURITY AGREEMENT This TERMINATION AND SECURITY AGREEMENT (this “Agreement”) is entered into effective as of December 14, 2023 (the “Effective Date”), by and among Electriq Power Holdings, Inc., a Delaware corporat

ACTIVE 691624996v8 TERMINATION AND SECURITY AGREEMENT This TERMINATION AND SECURITY AGREEMENT (this “Agreement”) is entered into effective as of December 14, 2023 (the “Effective Date”), by and among Electriq Power Holdings, Inc.

PROSPECTUS SUPPLEMENT NO. 2 Electriq Power Holdings, Inc. 46,888,151 Shares of Class A Common Stock 3,000,000 Warrants

Filed Pursuant to Rule 424(b)(3) and Rule 424(c) Registration Statement No. 333-274657 December 20, 2023 PROSPECTUS SUPPLEMENT NO. 2 Electriq Power Holdings, Inc. 46,888,151 Shares of Class A Common Stock 3,000,000 Warrants 17,920,737 Shares of Class A Common Stock Issuable Upon Election of Series A Preferred Stock Holders 16,333,333 Shares of Class A Common Stock Issuable Upon Exercise of Warrant

ACTIVE 691624996v8 TERMINATION AND SECURITY AGREEMENT This TERMINATION AND SECURITY AGREEMENT (this “Agreement”) is entered into effective as of December 14, 2023 (the “Effective Date”), by and among Electriq Power Holdings, Inc., a Delaware corporat

ACTIVE 691624996v8 TERMINATION AND SECURITY AGREEMENT This TERMINATION AND SECURITY AGREEMENT (this “Agreement”) is entered into effective as of December 14, 2023 (the “Effective Date”), by and among Electriq Power Holdings, Inc.

Error! Unknown document property name. ACTIVE 691674942v11 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN R

Error! Unknown document property name. ACTIVE 691674942v11 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Rep

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2023 Electriq Power Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2023 Electriq Power Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 28, 2023 Electriq Power Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware

Electriq Power Holdings, Inc. Announces Receipt of Continued Listing Standard Notice from NYSE

Electriq Power Holdings, Inc. Announces Receipt of Continued Listing Standard Notice from NYSE November 29, 2023 WEST PALM BEACH, FL-(BUSINESS WIRE)- Electriq Power Holdings, Inc. (“Electriq”) (NYSE: ELIQ) received written notice on November 22, 2023, from the New York Stock Exchange (“NYSE”) that Electriq is not in compliance with the NYSE continued listing standards, which require it to maintain

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Rep

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2023 Electriq Power Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware

PROSPECTUS SUPPLEMENT NO. 1 Electriq Power Holdings, Inc. 46,888,151 Shares of Class A Common Stock 3,000,000 Warrants

Filed Pursuant to Rule 424(b)(3) and Rule 424(c) Registration Statement No. 333-274657 November 15, 2023 PROSPECTUS SUPPLEMENT NO. 1 Electriq Power Holdings, Inc. 46,888,151 Shares of Class A Common Stock 3,000,000 Warrants 17,920,737 Shares of Class A Common Stock Issuable Upon Election of Series A Preferred Stock Holders 16,333,333 Shares of Class A Common Stock Issuable Upon Exercise of Warrant

Electriq Power Holdings, Inc. Reports Third Quarter 2023 Results WEST PALM BEACH, FL - November 14, 2023 – Electriq Power Holdings, Inc. (“Electriq”) (NYSE:ELIQ), a trusted provider of intelligent energy storage and management solutions for homes and

Electriq Power Holdings, Inc. Reports Third Quarter 2023 Results WEST PALM BEACH, FL - November 14, 2023 – Electriq Power Holdings, Inc. (“Electriq”) (NYSE:ELIQ), a trusted provider of intelligent energy storage and management solutions for homes and small businesses, today announces its financial results for the quarter ended September 30, 2023. Quarterly Financial Highlights: • Net Revenues of $

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

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 “Se

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)

1 CERTIFICATE OF DESIGNATION OF SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK OF ELECTRIQ POWER HOLDINGS, INC.

Amended and Restated Registration Rights Agreement, by and among TLG Acquisition One Corp. and certain security holders

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.

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)

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 ren

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.

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.

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.

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.

Employment Agreement dated August 22, 2023 by and between the Registrant and Petrina Thomson

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 re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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 ELECTR

Letter Agreement, dated September 21, 2023, by and between TLG Acquisition Founder LLC and Electriq Power Holdings, Inc.

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

Employment Agreement dated August 22, 2023 by and between the Registrant and Jan Klube

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 ren

Electriq Power Holdings, Inc. 46,888,151 Shares of Class A Common Stock 3,000,000 Warrants 17,920,737 Shares of Class A Common Stock Issuable Upon Election of Series A Preferred Stock Holders 16,333,333 Shares of Class A Common Stock Issuable Upon Ex

PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-274657 Electriq Power Holdings, Inc. 46,888,151 Shares of Class A Common Stock 3,000,000 Warrants 17,920,737 Shares of Class A Common Stock Issuable Upon Election of Series A Preferred Stock Holders 16,333,333 Shares of Class A Common Stock Issuable Upon Exercise of Warrants This prospectus relates to the issuance by Electriq Power H

Electriq Power Holdings, Inc. 625 N. Flagler Drive, Suite 1003 West Palm Beach, Florida 33401 November 9, 2023

Electriq Power Holdings, Inc. 625 N. Flagler Drive, Suite 1003 West Palm Beach, Florida 33401 November 9, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention: Sarah Sidwell and Evan Ewing Re: Electriq Power Holdings, Inc. Registration Statement on Form S-1 Filed on September 22,

As filed with the Securities and Exchange Commission on November 7, 2023.

As filed with the Securities and Exchange Commission on November 7, 2023. Registration No. 333-274657 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Electriq Power Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 4911 85-3310839 (State or other jurisdiction of

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Electriq Power Holdings, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2023 Electriq Power Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware

*****

VIA EDGAR October 26, 2023 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Sarah Sidwell and Evan Ewing Re: Electriq Power Holdings, Inc. Registration Statement on Form S-1 Filed on September 22, 2023 File No. 333-274657 Dear Ms. Sidwell and Mr. Ewing: Electriq Power Holdings, Inc. (the “Company

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Electriq Power Holdings, Inc.

As filed with the Securities and Exchange Commission on October 26, 2023.

As filed with the Securities and Exchange Commission on October 26, 2023. Registration No. 333-274657 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Electriq Power Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 4911 85-3310839 (State or other jurisdiction of

ng Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Electriq Power Holdings, Inc.

Electriq Power, Inc. 2015 Equity Incentive Plan.

Exhibit 99.1 ELECTRIQ POWER, INC. 2015 EQUITY INCENTIVE PLAN 1.Purposes of the Plan. The purposes of this Plan are: •to attract and retain the best available personnel for positions of substantial responsibility, •to provide additional incentive to Employees, Directors and Consultants, and •to promote the success of the Company’s business. The Plan permits the grant of Incentive Stock Options, Non

As filed with the Securities and Exchange Commission on October 20, 2023

As filed with the Securities and Exchange Commission on October 20, 2023 Registration No.

As filed with the Securities and Exchange Commission on October 4, 2023

As filed with the Securities and Exchange Commission on October 4, 2023 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Electriq Power Holdings, Inc.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Electriq Power Holdings, Inc.

Employment Agreement dated August 22, 2023 by and between the Registrant and Petrina Thomson.

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 re

Employment Agreement dated August 22, 2023 by and between the Registrant and Frank Magnotti.

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 ren

As filed with the Securities and Exchange Commission on September 22, 2023.

As filed with the Securities and Exchange Commission on September 22, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Electriq Power Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 4911 85-3310839 (State or other jurisdiction of incorporation or organi

Employment Agreement dated August 22, 2023 by and between the Registrant and Jan Klube.

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

Employment Agreement dated August 22, 2023 by and between the Registrant and James Van Hoof.

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 ren

Letter Agreement, dated September 21, 2023, by and between TLG Acquisition Founder LLC and Electriq Power Holdings, Inc.

Exhibit 10.22 TLG ACQUISITION FOUNDER LLC September 21, 2023 Electriq Power Holdings, Inc. 625 North Flagler Drive, Suite 1003 West Palm Beach, FL 33401 Attention: Jim Van Hoof Frank: As you know, Amendment No. 1 to the Sponsor Agreement which was signed in June 2023 (the “Amendment”) was intended to memorialize our agreement relating to, among other things, the conversion of Company operating exp

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 11, 2023 Electriq Power Holdings, Inc. (Exact name of registrant as specified in its charter) Delawar

INVESTOR PRESENTATION September 2023 Questions? Contact us at [email protected] DISCLAIMER This presentation (together with oral statements made in connection herewith, the "Presentation") is intended to provide summary information about the busin

electriqpowerinvestorpre INVESTOR PRESENTATION September 2023 Questions? Contact us at ir@electriqpower.

Electriq Power CEO to Speak at HC Wainwright Conference WEST PALM BEACH, Fla.--(BUSINESS WIRE)-- Electriq Power (Electriq) (NYSE:ELIQ), a provider of intelligent energy storage and management for homes and small businesses, today announced that its C

hcwainwrightconference-e Electriq Power CEO to Speak at HC Wainwright Conference WEST PALM BEACH, Fla.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Rep

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2023 Electriq Power Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 0

ELIQ / Electriq Power Holdings Inc - Class A / JEL Partnership Passive Investment

SC 13G 1 sched13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Electriq Power Holdings, Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 285046108 (CUSIP Number) July 31, 2023 (Date of Event which Requires Filing of this Statement) Check the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2023 Electriq Power Ho

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2023 Electriq Power Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39948 85-3310839 (State or other jurisdiction of incorporation) (Comm

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

EX-99.2 Exhibit 99.2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis provides information which management of Electriq Power Holdings, Inc. (together with its consolidated subsidiaries, the “Company,” “Electriq,” “we,” “us” and “our”) believes is relevant to an assessment and understanding of Electriq’s results of operatio

ELECTRIQ POWER, INC. AND SUBSIDIARIES Unaudited Condensed Consolidated Financial Statements June 30, 2023 and 2022

EX-99.1 Exhibit 99.1 ELECTRIQ POWER, INC. AND SUBSIDIARIES Unaudited Condensed Consolidated Financial Statements June 30, 2023 and 2022 TABLE OF CONTENTS Page(s) Condensed Consolidated Balance Sheets as of June 30, 2023 (unaudited) and December 31, 2022 3 Condensed Consolidated Statements of Operations (unaudited) 4 Condensed Consolidated Statements of Changes in Mezzanine Equity (unaudited) 5 Con

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 31, 2023 Electriq Power Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39948 85-3310839 (State or other jurisdiction of in

ELIQ / Electriq Power Holdings Inc - Class A / GBIF MANAGEMENT LTD. - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 ELECTRIQ POWER HOLDINGS, INC. (Name of Issuer) Common Shares, $0.0001 par value (Title of Class of Securities) 285046108 (CUSIP Number) GBIF Management Ltd. 2345 Yonge Street, Suite 804 Toronto, Ontario M4P 2E5 Canada (647) 484-8788 Copy to: Richard Raymer Dorsey & Whitney

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 O

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 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 Electriq Power Holdings, Inc. (Exact name of regist

ELIQ / Electriq Power Holdings Inc - Class A / O'Shanter Development Co Ltd - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Electriq Power Holdings, Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 285046108 (CUSIP Number) July 31, 2023 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to w

ELIQ / Electriq Power Holdings Inc - Class A / TLG Acquisition Founder LLC - SC 13D Activist Investment

SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Electriq Power Holdings, Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 285046108 (CUSIP Number) John Michael Lawrie 515 N. Flagler Drive, Suite 520 West Palm Beach, Florida 33401 (561) 945-8340 (Name, Addr

JOINT FILING STATEMENT PURSUANT TO RULE 13D-1(k)

EX-99.(H) EXHIBIT H JOINT FILING STATEMENT PURSUANT TO RULE 13D-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersign

(incorporated herein by reference to Exhibit 10.3 to the Current Report on 8-K filed by the Registrant on August 8, 2023).

Exhibit 10.3 TLG ACQUISITION ONE CORP. June 28, 2023 Meteora Capital, LLC To Whom It May Concern: This letter agreement is entered into in connection with Meteora Capital, LLC’s and its affiliated entities’ (the “Investor”) execution of that certain Non-Redemption Agreement, dated as of the date hereof (the “Agreement”), by and between Investor and TLG Acquisition One Corp., a Delaware corporation

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 8, 2023).

Exhibit 4.3 Execution Version AMENDMENT NO. 1 TO WARRANT AGREEMENT between TLG ACQUISITION ONE CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS AMENDMENT NO. 1 TO WARRANT AGREEMENT (this “Amendment”), dated as of July 31, 2023, is by and between TLG Acquisition One Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as war

Code of Business Conduct and Ethics (incorporated herein by reference to Exhibit 14.1 to the Current Report on 8-K filed by the Registrant on August 8, 2023).

Exhibit 14.1 CODE OF BUSINESS CONDUCT AND ETHICS OF ELECTRIQ POWER HOLDINGS, INC. 1 Introduction The Board of Directors (the “Board”) of Electriq Power Holdings, Inc., a Delaware corporation (the “Company”) has adopted this Code of Business Conduct and Ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers, employees, con

Letter dated August 4, 2023 from WithumSmith+Brown, PC (incorporated herein by reference to Exhibit 16.1 to the Current Report on 8-K filed by the Registrant on August 8, 2023).

Exhibit 16.1 August 4, 2023 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Ladies and Gentlemen: We have read Electriq Power Holdings, Inc.’s (formerly known as TLG Acquisition One Corp.) statements included under Item 4.01 of its Form 8-K dated August 4, 2023. We agree with the statements concerning our Firm under Item 4.01, in which we w

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 8, 2023).

Exhibit 10.14 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT, dated as of July 18, 2023 (this “Agreement”), is made by and between TLG Acquisition One Corp., a Delaware corporation (the “Company”), and James Lovewell (the “Investor”). This Agreement is being entered into in connection with the proposed business combination (the “Transaction”) between the Company and Electriq Powe

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 8, 2023).

Exhibit 10.13 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT, dated as of July 18, 2023 (this “Agreement ”), is made by and between TLG Acquisition One Corp., a Delaware corporation (the “Company”), and David T. Bell and Alison J. Bell with Joint Rights of Survivorship (the “Investor”). This Agreement is being entered into in connection with the proposed business combination (the

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below have the same meaning as terms defined and included elsewhere in this Current Report on Form 8-K and, if not defined in the Form 8-K, the Registration Statement on Form S-4 (File No. 333-268349) (the “Registration Statement”). Unless the context otherwise requires, the “Company” or “New Electriq”

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 8, 2023).

Exhibit 10.15 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT, dated as of July 28, 2023 (this “ Agreement”), is made by and between TLG Acquisition One Corp., a Delaware corporation (the “Company”), and O’Shanter Development Company Ltd. (the “Investor”). This Agreement is being entered into in connection with the proposed business combination (the “Transaction”) between the Comp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 31, 2023 Electriq Power Hold

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 31, 2023 Electriq Power Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39948 85-3310839 (State or other jurisdiction of incorporation) (Commis

List of Subsidiaries (incorporated herein by reference to Exhibit 21.1 to the Current Report on 8-K filed by the Registrant on August 8, 2023).

Exhibit 21.1 SUBSIDIARIES Legal Name State of Organization Electriq Power, Inc. Delaware Parlier Home Solar, LLC California Santa Barbara Home Power Program, LLC California Electriq Microgrid Services LLC Delaware

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 3, 2023 Electriq Power Hol

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 3, 2023 Electriq Power Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39948 85-3310839 (State or other jurisdiction of incorporation) (Commi

Electriq Power Holdings, Inc. Helps Goleta Drive Toward its 100% Renewable Power Goal; Offers Residents Solar+Storage with Zero Up-Front Costs

EX-99.1 Exhibit 99.1 Electriq Power Holdings, Inc. Helps Goleta Drive Toward its 100% Renewable Power Goal; Offers Residents Solar+Storage with Zero Up-Front Costs WEST PALM BEACH, Fla., Aug 3, 2023 – Electriq Power Holdings, Inc. (NYSE: ELIQ) (“Electriq”), a provider of intelligent energy storage and management for homes and small businesses, today announced the signing of an agreement with the C

Electriq Power Completes Merger with TLG Acquisition One Corp. to Facilitate Installations of Solar Energy plus Intelligent Storage Solutions

Exhibit 99.1 Electriq Power Completes Merger with TLG Acquisition One Corp. to Facilitate Installations of Solar Energy plus Intelligent Storage Solutions • Electriq Power’s proven technology platform and business model enables increased uptake of solar plus storage for customers across all demographic groups. • Electriq Power Holdings, Inc. common stock to begin trading today on the NYSE under th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 1, 2023 Electriq Power Hol

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 1, 2023 Electriq Power Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39948 85-3310839 (State or other jurisdiction of incorporation) (Commi

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on August 14, 2023, pursuant to the provisions of Rule 12d2-2 (a).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Electriq Power Holdings, Inc.† (Exact name of

8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Electriq Power Holdings, Inc.† (Exact name of registrant as specified in its charter) Delaware 85-3310839 (State of incorporation or organization) (I.R.S. Employer Identification No.) 625

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 25, 2023 TLG Acquisition One

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 25, 2023 TLG Acquisition One Corp. (Exact name of registrant as specified in its charter) Delaware 001-39948 85-3310839 (State or other jurisdiction of incorporation) (Commission

TLG Acquisition One Corp. Stockholders Approve Previously Announced Business Combination with Electriq Power, Inc. and TLG Announces Cancellation of Extension Meeting

EX-99.1 Exhibit 99.1 TLG Acquisition One Corp. Stockholders Approve Previously Announced Business Combination with Electriq Power, Inc. and TLG Announces Cancellation of Extension Meeting West Palm Beach, Florida (July 25, 2023) – TLG Acquisition One Corp. (NYSE: TLGA; TLGA.U) (“TLG”), a publicly traded special purpose acquisition company, today announced that its stockholders voted to approve the

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).

EX-10.1 Exhibit 10.1 Date: July 23, 2023 To: TLG Acquisition One Corp., a Delaware corporation (“TLGA”) and Electriq Power, Inc., a Delaware corporation (“Target”). Address: 515 North Flagler Drive, Suite 520 West Palm Beach, FL 33401 From: (i) Meteora Special Opportunity Fund I, LP (“MSOF”), (ii) Meteora Capital Partners, LP (“MCP”) and (iii) Meteora Select Trading Opportunities Master, LP (“MSTO

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).

EX-10.2 Exhibit 10.2 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on July 23, 2023, by and among TLG Acquisition One Corp., a Delaware corporation (the “Company”) and the undersigned subscriber (“Subscriber”). WHEREAS, the Company and Eagle Merger Corp., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), entered i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 23, 2023 TLG Acquisition One

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 23, 2023 TLG Acquisition One Corp. (Exact name of registrant as specified in its charter) Delaware 001-39948 85-3310839 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 23, 2023 TLG Acquisition One

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 23, 2023 TLG Acquisition One Corp. (Exact name of registrant as specified in its charter) Delaware 001-39948 85-3310839 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 17, 2023 TLG Acquisition One

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 17, 2023 TLG Acquisition One Corp. (Exact name of registrant as specified in its charter) Delaware 001-39948 85-3310839 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 17, 2023 TLG Acquisition One

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 17, 2023 TLG Acquisition One Corp. (Exact name of registrant as specified in its charter) Delaware 001-39948 85-3310839 (State or other jurisdiction of incorporation) (Commis

TLG Acquisition One Corp. Announces Updates to its Joint Proxy Statement/Consent Solicitation Statement/Prospectus in Connection with its Proposed Business Combination and its Proxy Statement in Connection with its Extension Meeting

EX-99.1 Exhibit 99.1 TLG Acquisition One Corp. Announces Updates to its Joint Proxy Statement/Consent Solicitation Statement/Prospectus in Connection with its Proposed Business Combination and its Proxy Statement in Connection with its Extension Meeting West Palm Beach, Florida (July 14, 2023) – TLG Acquisition One Corp. (NYSE: TLGA; TLGA.U) (“TLG”), a publicly traded special purpose acquisition c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 14, 2023 TLG Acquisition One

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 14, 2023 TLG Acquisition One Corp. (Exact name of registrant as specified in its charter) Delaware 001-39948 85-3310839 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 17, 2023 TLG Acquisition One

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 17, 2023 TLG Acquisition One Corp. (Exact name of registrant as specified in its charter) Delaware 001-39948 85-3310839 (State or other jurisdiction of incorporation) (Commis

TLG Acquisition One Corp. Announces Updates to its Joint Proxy Statement/Consent Solicitation Statement/Prospectus in Connection with its Proposed Business Combination and its Proxy Statement in Connection with its Extension Meeting

EX-99.1 Exhibit 99.1 TLG Acquisition One Corp. Announces Updates to its Joint Proxy Statement/Consent Solicitation Statement/Prospectus in Connection with its Proposed Business Combination and its Proxy Statement in Connection with its Extension Meeting West Palm Beach, Florida (July 14, 2023) – TLG Acquisition One Corp. (NYSE: TLGA; TLGA.U) (“TLG”), a publicly traded special purpose acquisition c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 17, 2023 TLG Acquisition One

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 17, 2023 TLG Acquisition One Corp. (Exact name of registrant as specified in its charter) Delaware 001-39948 85-3310839 (State or other jurisdiction of incorporation) (Commission

TLG Acquisition One Corp. Announces Effectiveness of Registration Statement and July 25, 2023 Scheduled Special Meeting of Stockholders to Approve Business Combination with Electriq Power, Inc.

EX-99.1 Exhibit 99.1 TLG Acquisition One Corp. Announces Effectiveness of Registration Statement and July 25, 2023 Scheduled Special Meeting of Stockholders to Approve Business Combination with Electriq Power, Inc. West Palm Beach, Florida (July 17, 2023) – TLG Acquisition One Corp. (NYSE: TLGA; TLGA.U) (“TLG”), a publicly traded special purpose acquisition company, today announced that TLG’s regi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 14, 2023 TLG Acquisition One

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 14, 2023 TLG Acquisition One Corp. (Exact name of registrant as specified in its charter) Delaware 001-39948 85-3310839 (State or other jurisdiction of incorporation) (Commis

Filed by TLG Acquisition One Corp. and Electriq Power, Inc.

425 Filed by TLG Acquisition One Corp. and Electriq Power, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TLG Acquisition One Corp. Commission File No.: 001-39948 This Model Makes Energy Storage Accessible for People of All Incomes Frank Magnotti, Chief Executive Officer of Electriq Powe

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 herein by reference to Annex D-1 to the Proxy Statement/Consent Solicitation/Prospectus).

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-268349 JOINT PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS TLG ACQUISITION ONE CORP. 515 North Flagler Drive, Suite 520 West Palm Beach, Florida 33401 Dear Stockholder: On November 13, 2022, TLG Acquisition One Corp., a Delaware corporation (“TLG”), and Eagle Merger Corp., a Delaware corporation and wholly-owned su

TLG Acquisition One Corp. 515 North Flagler Drive, Suite 520 West Palm Beach, Florida 33401 (561) 945-8340

CORRESP TLG Acquisition One Corp. 515 North Flagler Drive, Suite 520 West Palm Beach, Florida 33401 (561) 945-8340 July 11, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Stephany Yang Re: Request for Acceleration of Effectiveness of Registration Statement on Form S-4 (File No. 333-268349) Ladies an

Form of Proxy Card.

EX-99.1 Exhibit 99.1 YOUR VOTE IS IMPORTANT! PLEASE VOTE BY: INTERNET Go To: www.proxypush.com/TLGA • Cast your vote online • Have your Proxy Card ready P.O. BOX 8016, CARY, NC 27512-9903 • Follow the simple instructions to record your vote PHONE Call 1-866-305-3294 • Use any touch-tone telephone • Have your Proxy Card ready • Follow the simple recorded instructions MAIL • Mark, sign and date your

As filed with the Securities and Exchange Commission on July 10, 2023.

S-4/A Table of Contents As filed with the Securities and Exchange Commission on July 10, 2023.

Securities Purchase Agreement, dated as of June 27, 2023, by and between Electriq Power, Inc. and ART Energy Services Inc.

EX-10.39 Exhibit 10.39 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT, dated as of June 27, 2023 (this “Agreement”), is made by and between Electriq Power, Inc. (the “Issuer”), a Delaware corporation, and ART Energy Services Inc. (the “Investor”), whose address is 950-2875, Boulevard Laurier Québec (Québec) G1V 2M2, Canada. Defined terms used but not otherwise defined herein shal

Filing Fee Table.

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) TLG ACQUISITION ONE CORP.

Abu Dhabi ● Beijing ● Brussels ● Century City ● Dallas ● Denver ● Dubai ● Frankfurt ● Hong Kong ● Houston ● London ● Los Angeles Munich ● New York ● Orange County ● Palo Alto ● Paris ● San Francisco ● Singapore ● Washington, D.C.

CORRESP Gibson, Dunn & Crutcher LLP 811 Main Street Houston, TX 77002-6117 Tel 346.

Securities Purchase Agreement, dated as of July 6, 2023, by and between TLG Acquisition One Corp. and Phyllis Lee.

EX-10.40 Exhibit 10.40 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT, dated as of July 6, 2023 (this “Agreement”), is made by and between TLG Acquisition One Corp., a Delaware corporation (the “Company”), and Phyllis Lee (the “Investor”), whose address is 401-10 Four Seasons Pl., Toronto, ON, M9B 6H7. This Agreement is being entered into in connection with the proposed business

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Form of Warrant Agreement

EX-10.38 Exhibit 10.38 WARRANT TO PURCHASE SHARES OF CLASS A COMMON STOCK of ELECTRIQ POWER HOLDINGS, INC. Dated as of , 2023 Void after the date specified in Section 8 No. [ ] THIS CERTIFIES THAT, for value received, or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Electriq Power Holdings, Inc., a

List of Subsidiaries.

EX-21.1 Exhibit 21.1 SUBSIDIARIES Legal Name State of Organization Eagle Merger Corp. Delaware

Electriq Power Holdings, Inc. 2023 Equity Incentive Plan (incorporated herein by reference to Annex G to the Proxy Statement/Consent Solicitation/Prospectus).

S-4/A Table of Contents As filed with the Securities and Exchange Commission on June 29, 2023.

Form of Proxy Card.

EX-99.1 Exhibit 99.1 YOUR VOTE IS IMPORTANT! PLEASE VOTE BY: INTERNET Go To: www.proxypush.com/TLGA Cast your vote online Have your Proxy Card ready P.O. BOX 8016, CARY, NC 27512-9903 Follow the simple instructions to record your vote PHONE Call 1-866-305-3294 Use any touch-tone telephone Have your Proxy Card ready Follow the simple recorded instructions MAIL Mark, sign and date your Proxy Card Fo

Master Installer Services Agreement, dated March 13, 2023, by and between Everbright, LLC and Electriq Microgrid Services, LLC.

EX-10.37 Exhibit 10.37 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. MASTER INSTALLER SERVICES AGREEMENT By and Between EVERBRIGHT, LLC And Electriq Microgrid Services, L

Securities Purchase Agreement, dated as of June 26, 2023, by and between Eelctriq Power, Inc. and PHI Group Holdings Inc.

EX-10.35 Exhibit 10.35 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT, dated as of June 26, 2023 (this “Agreement”), is made by and between Electriq Power, Inc. (the “Issuer”), a Delaware corporation, and PHI GROUP HOLDINGS INC. (the “Investor”), whose address is 407 Rue Saint-Pierre, Montreal Quebec, H2Y 2M3. Defined terms used but not otherwise defined herein shall have the res

Abu Dhabi ● Beijing ● Brussels ● Century City ● Dallas ● Denver ● Dubai ● Frankfurt ● Hong Kong ● Houston ● London ● Los Angeles Munich ● New York ● Orange County ● Palo Alto ● Paris ● San Francisco ● Singapore ● Washington, D.C.

CORRESP Gibson, Dunn & Crutcher LLP 811 Main Street Houston, TX 77002-6117 Tel 346.

Form of Employment Agreement.

EX-10.34 Exhibit 10.34 FORM OF EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of [●], is by and between Electriq Power, Inc., a Delaware corporation (to be renamed “ELIQ” in connection with the Merger (as defined below), “Electriq”), and [●] (the “Executive”). WHEREAS, prior to the date hereof, TLG Acquisition One Corp., a Delaware corporation (to be renamed “[Electriq

Filing Fee Table.

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) TLG ACQUISITION ONE CORP.

Securities Purchase Agreement, dated as of June 23, 2023, by and between TLG Acquisition One Corp. and Kevin & Christine Chessen Revocable Trust DTD 11/06/02.

EX-10.36 Exhibit 10.36 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT, dated as of 6/23/2023 (this “Agreement”), is made by and between TLG Acquisition One Corp., a Delaware corporation (the “Company”), and Kevin & Christine Chessen Revocable Trust DTD 11/06/02 (the “Investor”), whose address is 155 Circle Ave, Mill Valley, CA 94941. This Agreement is being entered into in connec

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).

Exhibit 10.33 Indemnification Agreement This Indemnification Agreement (“Agreement”) is made as of , 2023 by and between Electriq Power Holdings, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement. Recitals WHEREAS, the Board of Dire

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 8, 2023 TLG Acquisition One

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 8, 2023 TLG Acquisition One Corp. (Exact name of registrant as specified in its charter) Delaware 001-39948 85-3310839 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 8, 2023 TLG Acquisition One

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 8, 2023 TLG Acquisition One Corp. (Exact name of registrant as specified in its charter) Delaware 001-39948 85-3310839 (State or other jurisdiction of incorporation) (Commiss

Confidentiality and Disclaimer This presentation (together with oral statements made in connection herewith, the Presentation ) is intended to provide confidential summary information about the business of Electriq Power, Inc. (“we,” “us,” “our,” “El

Exhibit 99.1 Investor Presentation June 2023 Questions? Contact us at [email protected] 1 Confidentiality and Disclaimer This presentation (together with oral statements made in connection herewith, the Presentation ) is intended to provide confidential summary information about the business of Electriq Power, Inc. (“we,” “us,” “our,” “Electriq” or the “Company”) with respect to the proposed bu

Confidentiality and Disclaimer This presentation (together with oral statements made in connection herewith, the Presentation ) is intended to provide confidential summary information about the business of Electriq Power, Inc. (“we,” “us,” “our,” “El

EX-99.1 Exhibit 99.1 Investor Presentation June 2023 Questions? Contact us at [email protected] 1 Confidentiality and Disclaimer This presentation (together with oral statements made in connection herewith, the Presentation ) is intended to provide confidential summary information about the business of Electriq Power, Inc. (“we,” “us,” “our,” “Electriq” or the “Company”) with respect to the pro

Securities Purchase Agreement, dated as of June 8, 2023, by and between Electriq Power, Inc. and John Michael Lawrie (incorporated by reference to Exhibit 10.22 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).

EX-10.22 2 d376522dex1022.htm EX-10.22 Exhibit 10.22 Execution Version SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT, dated as of June 8, 2023 (this “Agreement”), is made by and between Electriq Power, Inc. (the “Issuer”), a Delaware corporation, and John Michael Lawrie (the “Investor”), whose address is 515 N. Flagler Drive, Suite 520, West Palm Beach, FL 33401. Defined terms u

Consent of Kroll, LLC.

Exhibit 99.2 CONSENT OF DUFF & PHELPS Kroll, LLC, operating through its Duff & Phelps Opinions Practice (“Duff & Phelps”), hereby consents to (i) the inclusion of our fairness opinion, dated June 8, 2023, to the Board of Directors of TLG Acquisition One Corp. in the filing of the joint proxy statement/consent solicitation statement/prospectus on Form S-4 of TLG Acquisition One Corp., to be filed o

Form of Notes Conversion Agreement, dated as of June 8, 2023 (incorporated by reference to Exhibit 10.28 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).

EX-10.28 8 d376522dex1028.htm EX-10.28 Exhibit 10.28 FORM OF ELECTRIQ POWER, INC. NOTE CONVERSION AGREEMENT This Note Conversion Agreement (this “Agreement”), dated as of June 8, 2023, is entered into by and between Electriq Power, Inc., a Delaware corporation (the “Company”) and [] (the “Noteholder”). The Company and the Noteholder are each sometimes referred to herein individually as a “Party” a

Securities Purchase Agreement, dated as of June 8, 2023, by and between Electriq Power, Inc. and O’Shanter Development Company Limited (incorporated by reference to Exhibit 10.23 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).

EX-10.23 Exhibit 10.23 Execution Version SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT, dated as of June 8, 2023 (this “Agreement”), is made by and between Electriq Power, Inc. (the “Issuer”), a Delaware corporation, O’Shanter Development Company Limited (the “Investor”), whose address is 245 Carlaw Avenue, Suite 107, Toronto, Ontario M4M 2S1, Canada. Defined terms used but not

Securities Purchase Agreement, dated as of June 8, 2023, by and between Electriq Power, Inc. and 1961823 Ontario Inc. (incorporated by reference to Exhibit 10.32 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).

EX-10.32 Exhibit 10.32 Execution Version SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT, dated as of June 8, 2023 (this “Agreement”), is made by and between Electriq Power, Inc. (the “Issuer”), a Delaware corporation, and 1961823 Ontario Inc. (the “Investor”), whose address is 25 Dale Avenue Toronto ON Canada M4W 1K2. Defined terms used but not otherwise defined herein shall have

Securities Purchase Agreement, dated as of June 8, 2023, by and between Electriq Power, Inc. and O’Shanter Development Company Ltd. (incorporated by reference to Exhibit 10.31 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).

EX-10.31 11 d376522dex1031.htm EX-10.31 Exhibit 10.31 Execution Version SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT, dated as of June 8, 2023 (this “Agreement”), is made by and between Electriq Power, Inc. (the “Issuer”), a Delaware corporation, and O’Shanter Development Company Ltd. (the “Investor”), whose address is 245 Carlaw Ave, Suite 107 Toronto, Ontario, M4M 2S1. Define

Form of Securities Purchase Agreement, dated as of June 8, 2023, by and between Electriq Power, Inc. and certain investors (incorporated by reference to Exhibit 10.24 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).

EX-10.24 Exhibit 10.24 FORM OF SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT, dated as of June 8, 2023 (this “Agreement”), is made by and between Electriq Power, Inc. (the “Issuer”), a Delaware corporation, [] (the “Investor”), whose address is []. Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination

Securities Purchase Agreement, dated as of June 8, 2023, by and between Electriq Power, Inc. and Jonathan Krehm (incorporated by reference to Exhibit 10.30 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).

EX-10.30 Exhibit 10.30 Execution Version SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT, dated as of June 8, 2023 (this “Agreement”), is made by and between Electriq Power, Inc. (the “Issuer”), a Delaware corporation, and Jonathan Krehm (the “Investor”), whose address is 27 Sherbourne St., North Apt 2 Toronto, Ontario Canada M4W2T3. Defined terms used but not otherwise defined he

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).

Table of Contents As filed with the Securities and Exchange Commission on June 8 , 2023.

Securities Purchase Agreement, dated as of June 8, 2023, by and between Electriq Power, Inc. and John Michael Lawrie (incorporated by reference to Exhibit 10.29 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).

EX-10.29 Exhibit 10.29 Execution Version SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT, dated as of June 8, 2023 (this “Agreement”), is made by and between Electriq Power, Inc. (the “Issuer”), a Delaware corporation, and John Michael Lawrie (the “Investor”), whose address is 515 N. Flagler Drive, Suite 520, West Palm Beach, FL 33401. Defined terms used but not otherwise defined

Filing Fee Table.

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) TLG ACQUISITION ONE CORP.

Abu Dhabi • Beijing • Brussels • Century City • Dallas • Denver • Dubai • Frankfurt • Hong Kong • Houston • London • Los Angeles • Munich New York • Orange County • Palo Alto • Paris • San Francisco • Singapore • Washington, D.C.

CORRESP Gibson, Dunn & Crutcher LLP 811 Main Street Houston, TX 77002-6117 Tel 346.

Securities Purchase Agreement, dated as of June 8, 2023, by and between TLG Acquisition One Corp. and John Michael Lawrie (incorporated by reference to Exhibit 10.26 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).

EX-10.26 6 d376522dex1026.htm EX-10.26 Exhibit 10.26 Execution Version SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT, dated as of June 8, 2023 (this “Agreement”), is made by and between TLG Acquisition One Corp., a Delaware corporation (the “Company”), and Michael John Lawrie (the “Investor”), whose address is 515 N. Flagler Drive, Suite 520, West Palm Beach, FL 33401. This Agre

Electriq Power, Inc. Notes Conversion Agreement, dated as of June 8, 2023, by and between Electriq Power, Inc., TLG Acquisition One Corp. and John Michael Lawrie (incorporated by reference to Exhibit 10.27 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).

EX-10.27 Exhibit 10.27 Execution Version ELECTRIQ POWER, INC. NOTES CONVERSION AGREEMENT This Notes Conversion Agreement (this “Agreement”), dated as of June 8, 2023, is entered into by and between Electriq Power, Inc., a Delaware corporation (the “Company”), TLG Acquisition One Corp., a Delaware corporation (“Pubco”) and John Michael Lawrie, including his successors and assigns (the “Notesholder”

Form of Securities Purchase Agreement, dated as of June 8, 2023, by and between TLG Acquisition One Corp. and certain investors (incorporated by reference to Exhibit 10.25 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).

EX-10.25 Exhibit 10.25 FORM OF SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT, dated as of June 8, 2023 (this “Agreement”), is made by and between TLG Acquisition One Corp., a Delaware corporation (the “Company”), and [ ] (the “Investor”), whose address is [ ]. This Agreement is being entered into in connection with the proposed business combination (the “Transaction”) between th

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to TLG Acquisition One Corp. (Exact name of registran

Electriq to Deliver Solar+Storage with Zero Up-Front Cost to All San Luis Obispo County Residents in Collaboration with the SLO Climate Coalition

425 Filed by TLG Acquisition One Corp. and Electriq Power, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TLG Acquisition One Corp. Commission File No.: 001-39948 Electriq to Deliver Solar+Storage with Zero Up-Front Cost to All San Luis Obispo County Residents in Collaboration with the S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 24, 2023 TLG Acquisition On

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 24, 2023 TLG Acquisition One Corp. (Exact name of registrant as specified in its charter) Delaware 001-39948 85-3310839 (State or other jurisdiction of incorporation) (Commissio

Confidentiality and Disclaimer This presentation (together with oral statements made in connection herewith, the Presentation ) is intended to provide confidential summary information about the business of Electriq Power, Inc. (“we,” “us,” “our,” “El

EX-99.1 Exhibit 99.1 Investor Presentation March 24, 2023 Questions? Contact us at [email protected] 1 Confidentiality and Disclaimer This presentation (together with oral statements made in connection herewith, the Presentation ) is intended to provide confidential summary information about the business of Electriq Power, Inc. (“we,” “us,” “our,” “Electriq” or the “Company”) with respect to th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 24, 2023 TLG Acquisition On

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 24, 2023 TLG Acquisition One Corp. (Exact name of registrant as specified in its charter) Delaware 001-39948 85-3310839 (State or other jurisdiction of incorporation) (Commi

Confidentiality and Disclaimer This presentation (together with oral statements made in connection herewith, the Presentation ) is intended to provide confidential summary information about the business of Electriq Power, Inc. (“we,” “us,” “our,” “El

Exhibit 99.1 Investor Presentation March 24, 2023 Questions? Contact us at [email protected] 1 Confidentiality and Disclaimer This presentation (together with oral statements made in connection herewith, the Presentation ) is intended to provide confidential summary information about the business of Electriq Power, Inc. (“we,” “us,” “our,” “Electriq” or the “Company”) with respect to the propos

Consent of Neha Palmer to be named as a director.

Exhibit 99.5 Consent to be Named as a Director In connection with the filing by TLG Acquisition One Corp. (the “Company”) of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all

Consent of Gideon Soesman to be named as a director.

Exhibit 99.7 Consent to be Named as a Director In connection with the filing by TLG Acquisition One Corp. (the “Company”) of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all

Consent of Kristina Peterson to be named as a director.

EX-99.6 9 d376522dex996.htm EX-99.6 Exhibit 99.6 Consent to be Named as a Director In connection with the filing by TLG Acquisition One Corp. (the “Company”) of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Reg

Consent of Carol L. Coughlin to be named as a director.

EX-99.4 Exhibit 99.4 Consent to be Named as a Director In connection with the filing by TLG Acquisition One Corp. (the “Company”) of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any

As filed with the Securities and Exchange Commission on March 24, 2023. Registration No. 333-268349 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF

Table of Contents As filed with the Securities and Exchange Commission on March 24, 2023.

Beijing • Brussels • Century City • Dallas • Denver • Dubai • Frankfurt • Hong Kong • Houston • London • Los Angeles • Munich New York • Orange County • Palo Alto • Paris • San Francisco • São Paulo • Singapore • Washington, D.C.

CORRESP Gibson, Dunn & Crutcher LLP 811 Main Street Houston, TX 77002-6117 Tel 346.

Consent of Kroll, LLC.

EX-99.2 Exhibit 99.2 CONSENT OF DUFF & PHELPS Kroll, LLC, operating through its Duff & Phelps Opinions Practice (“Duff & Phelps”), hereby consents to (i) the inclusion of our fairness opinion, dated March 22, 2023, to the Board of Directors of TLG Acquisition One Corp. in the filing of the joint proxy statement/consent solicitation statement/prospectus on Form S-4 of TLG Acquisition One Corp., to

Form of First Amendment to Lock-up Agreement, dated as of March 22, 2023, by and among certain stockholders of Electriq, Electriq and TLG.

EX-10.2 Exhibit 10.2 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 Hol

First Amendment to Amended and Restated Securities Purchase Agreement, dated as of March 22, 2023, between Electriq Power, Inc. and John Michael Lawrie.

EX-10.1 Exhibit 10.1 Execution Version FIRST AMENDMENT TO AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT This FIRST AMENDMENT TO AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of March 22, 2023, by and between Electriq Power, Inc., a Delaware corporation (the “Company”), and John Michael Lawrie, including his successors and assigns (the “Purch

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.

EX-2.1 Exhibit 2.1 Execution Version SECOND AMENDMENT TO MERGER AGREEMENT This SECOND AMENDMENT TO MERGER AGREEMENT (this “Amendment”) is made and entered into as of March 22, 2023, by and among TLG Acquisition One Corp., a Delaware corporation (“Parent”), Eagle Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and Electriq Power, Inc., a Delaware

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 22, 2023 TLG Acquisition On

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 22, 2023 TLG Acquisition One Corp. (Exact name of registrant as specified in its charter) Delaware 001-39948 85-3310839 (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 22, 2023 TLG Acquisition On

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 22, 2023 TLG Acquisition One Corp. (Exact name of registrant as specified in its charter) Delaware 001-39948 85-3310839 (State or other jurisdiction of incorporation) (Commi

Form of First Amendment to First Lock-Up Agreement (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 March 23, 2023).

EX-10.2 Exhibit 10.2 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 Hol

First Amendment to Amended and Restated Securities Purchase Agreement, dated March 22, 2023, between Electriq Power, Inc. and John Michael Lawrie (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (File No. 001-39948) filed with the SEC on March 23, 2023).

Exhibit 10.1 Execution Version FIRST AMENDMENT TO AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT This FIRST AMENDMENT TO AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of March 22, 2023, by and between Electriq Power, Inc., a Delaware corporation (the “Company”), and John Michael Lawrie, including his successors and assigns (the “Purchaser”).

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).

EX-2.1 Exhibit 2.1 Execution Version SECOND AMENDMENT TO MERGER AGREEMENT This SECOND AMENDMENT TO MERGER AGREEMENT (this “Amendment”) is made and entered into as of March 22, 2023, by and among TLG Acquisition One Corp., a Delaware corporation (“Parent”), Eagle Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and Electriq Power, Inc., a Delaware

Electriq Power Announces Nominees for New Public Company Board of Directors

425 Filed by TLG Acquisition One Corp. and Electriq Power, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TLG Acquisition One Corp. Commission File No.: 001-39948 Electriq Power Announces Nominees for New Public Company Board of Directors WEST PALM BEACH, Fla., March 22, 2023 (GLOBE NEWS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PUR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 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 001-399

Electriq Power Secures $300 Million of Solar+Storage Financing New agreement ensures access to zero-up-front-cost, clean energy systems for homeowners across California

425 Filed by TLG Acquisition One Corp. and Electriq Power, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TLG Acquisition One Corp. Commission File No.: 001-39948 Electriq Power Secures $300 Million of Solar+Storage Financing New agreement ensures access to zero-up-front-cost, clean ener

Filed by TLG Acquisition One Corp. and Electriq Power, Inc.

Filed by TLG Acquisition One Corp. and Electriq Power, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TLG Acquisition One Corp. Commission File No.: 001-39948 The following is an edited transcript of the question and answer session following prepared remarks by Electriq Power, Inc. and T

Filed by TLG Acquisition One Corp. and Electriq Power, Inc.

425 Filed by TLG Acquisition One Corp. and Electriq Power, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TLG Acquisition One Corp. Commission File No.: 001-39948 The following are prepared remarks by Electriq Power, Inc. and TLG Acquisition One Corp. for an energy transition conference

Confidentiality and Disclaimer This presentation (together with oral statements made in connection herewith, the Presentation ) is intended to provide confidential summary information about the business of Electriq Power, Inc. (“we,” “us,” “our,” “El

EX-99.1 Exhibit 99.1 Investor Presentation March 8, 2023 Questions? Contact us at [email protected] 1 Confidentiality and Disclaimer This presentation (together with oral statements made in connection herewith, the Presentation ) is intended to provide confidential summary information about the business of Electriq Power, Inc. (“we,” “us,” “our,” “Electriq” or the “Company”) with respect to the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 8, 2023 TLG Acquisition One

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 8, 2023 TLG Acquisition One Corp. (Exact name of registrant as specified in its charter) Delaware 001-39948 85-3310839 (State or other jurisdiction of incorporation) (Commission

Confidentiality and Disclaimer This presentation (together with oral statements made in connection herewith, the Presentation ) is intended to provide confidential summary information about the business of Electriq Power, Inc. (“we,” “us,” “our,” “El

EX-99.1 Exhibit 99.1 Investor Presentation March 8, 2023 Questions? Contact us at [email protected] 1 Confidentiality and Disclaimer This presentation (together with oral statements made in connection herewith, the Presentation ) is intended to provide confidential summary information about the business of Electriq Power, Inc. (“we,” “us,” “our,” “Electriq” or the “Company”) with respect to the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 8, 2023 TLG Acquisition One

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 8, 2023 TLG Acquisition One Corp. (Exact name of registrant as specified in its charter) Delaware 001-39948 85-3310839 (State or other jurisdiction of incorporation) (Commis

JOINT FILING AGREEMENT

EX-99.1 2 tlgaex9901.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regula

TLGA / TLG Acquisition One Corp. / Meteora Capital, LLC - SC 13G Passive Investment

SC 13G 1 tlga13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TLG Acquisition One Corp. (Name of Issuer) Class A Common stock, par value $0.0001 (Title of Class of Securities) 87257M108 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appr

TLGA / TLG Acquisition One Corp. / TLG Acquisition Founder LLC - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 TLG Acquisition One Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Titles of Class of Securities) 87257M 108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriat

TLGA / TLG Acquisition One Corp. / Yakira Capital Management, Inc. - 13G Passive Investment

SC 13G 1 tlga13g.htm 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TLG Acquisition One Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 87257M108 (CUSIP Number) NICHOLAS SABATINI, CFO & CCO; 1555 POST ROAD EAST, SUITE 202, WESTPORT, CT 06880; (203) 341-0702 (Name, Address and Te

TLGA / TLG Acquisition One Corp. / AQR CAPITAL MANAGEMENT LLC - AQR CAPITAL MANAGEMENT LLC Passive Investment

SC 13G 1 tlga21423.htm AQR CAPITAL MANAGEMENT LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 TLG Acquisition One Corp. (Name of Issuer) ClassA common stock, par value $0.0001 per share (Title of Class of Securities) 87257M108 (CUSIP Number) December 30, 2022 (Date of Event which Requires Filing of this Statement) C

TLGA.U / TLG Acquisition One Corp. Units, each consisting of one share of Class A common stock and one-third / Owl Creek Asset Management, L.P. - TLG ACQUISITION ONE CORP. Passive Investment

SC 13G 1 p23-0771sc13g.htm TLG ACQUISITION ONE CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TLG Acquisition One Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 87257M207 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Che

TLGA.U / TLG Acquisition One Corp. Units, each consisting of one share of Class A common stock and one-third / Sculptor Capital LP - SC 13G Passive Investment

SC 13G 1 d390072dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TLG Acquisition One Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 87257M207 (CUSIP Number) January 6, 2023 (Date of Event Which Requires Filing of this Statement)

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).

EX-2.1 2 d409022dex21.htm EX-2.1 Exhibit 2.1 Execution Version FIRST AMENDMENT TO MERGER AGREEMENT This FIRST AMENDMENT TO MERGER AGREEMENT (this “Amendment”) is made and entered into as of December 23, 2022, by and among TLG Acquisition One Corp., a Delaware corporation (“Parent”), Eagle Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and Electr

Beijing • Brussels • Century City • Dallas • Denver • Dubai • Frankfurt • Hong Kong • Houston • London • Los Angeles • Munich New York • Orange County • Palo Alto • Paris • San Francisco • São Paulo • Singapore • Washington, D.C.

Gibson, Dunn & Crutcher LLP 811 Main Street Houston, TX 77002-6117 Tel 346.718.6600 www.gibsondunn.com December 23, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attn: Stephany Yang Re: TLG Acquisition One Corp. Registration Statement on Form S-4 Filed November 14, 2022 File No. 333-268349 Dear Ms. Yang: On behalf of

Letter regarding change in certifying accountant.

EX-16.1 2 d376522dex161.htm EX-16.1 Exhibit 16.1 December 23, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Ladies and Gentleman: We have read the statements made by Electriq Power, Inc. under the heading “Change in Independent Registered Public Accounting Firm” in Amendment No. 1 to Form S-4 of TLG Acquisition One Corp. We agree with the statements concerning o

As filed with the Securities and Exchange Commission on December 23, 2022. Registration No. 333-268349 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT

Table of Contents As filed with the Securities and Exchange Commission on December 23, 2022.

Amended and Restated Securities Purchase Agreement, dated December 23, 2022, between Electriq Power, Inc. and John Michael Lawrie.

Exhibit 10.1 Execution Version AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT This Amended and Restated Securities Purchase Agreement (this ?Agreement?) is dated as of December 23, 2022, between Electriq Power, Inc., a Delaware corporation (the ?Company?), and John Michael Lawrie, including his successors and assigns (the ?Purchaser?). WHEREAS, the Company and Purchaser entered into that certa

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 23, 2022 TLG Acquisition One Corp. (Exact name of registrant as specified in its charter) Delaware 001-39948 85-3310839 (State or other jurisdiction of incorporation) (Commis

Consent of Kroll, LLC.

EX-99.2 6 d376522dex992.htm EX-99.2 Exhibit 99.2 CONSENT OF DUFF & PHELPS Kroll, LLC, operating through its Duff & Phelps Opinions Practice (“Duff & Phelps”), hereby consents to (i) the inclusion of our fairness opinion, dated November 13, 2022, to the Board of Directors of TLG Acquisition One Corp. in the filing of the joint proxy statement/consent solicitation statement/prospectus that forms a p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 23, 2022 TLG Acquisition

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 23, 2022 TLG Acquisition One Corp. (Exact name of registrant as specified in its charter) Delaware 001-39948 85-3310839 (State or other jurisdiction of incorporation) (Co

Amended and Restated Securities Purchase Agreement, dated December 23, 2022, between Electriq Power, Inc. and John Michael Lawrie (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (File No. 001-39948) filed with the SEC on December 23, 2022).

EX-10.1 3 d409022dex101.htm EX-10.1 Exhibit 10.1 Execution Version AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT This Amended and Restated Securities Purchase Agreement (this “Agreement”) is dated as of December 23, 2022, between Electriq Power, Inc., a Delaware corporation (the “Company”), and John Michael Lawrie, including his successors and assigns (the “Purchaser”). WHEREAS, the Company a

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.

EX-2.1 2 d409022dex21.htm EX-2.1 Exhibit 2.1 Execution Version FIRST AMENDMENT TO MERGER AGREEMENT This FIRST AMENDMENT TO MERGER AGREEMENT (this “Amendment”) is made and entered into as of December 23, 2022, by and among TLG Acquisition One Corp., a Delaware corporation (“Parent”), Eagle Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and Electr

Amendment No. 1 to Investment Management Trust Agreement, dated December 19, 2022, by and between TLG Acquisition One Corp. and Continental Stock Transfer & Trust Company, as trustee (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 December 21, 2022).

Exhibit 10.1 Execution Version AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this ?Amendment?) is made as of December 19, 2022, by and between TLG Acquisition One Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). Capitalized terms co

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 19, 2022 TLG Acquisition One Corp. (Exact name of registrant as specified in its charter) Delaware 001-39948 85-3310839 (State or other jurisdiction of incorporation) (Commis

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of TLG Acquisition One Corp. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-39948) filed with the SEC on December 21, 2022).

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TLG ACQUISITION ONE CORP. TLG Acquisition One Corp., a corporation organized and existing under the by virtue of the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify: 1. The name of the corporation is TLG Acquisition One Corp. The corporation was originally incorporate

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 5, 2022 TLG Acquisition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 5, 2022 TLG Acquisition One Corp. (Exact name of registrant as specified in its charter) Delaware 001-39948 85-3310839 (State or other jurisdiction of incorporation) (Commiss

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 5, 2022 TLG Acquisition One Corp. (Exact name of registrant as specified in its charter) Delaware 001-39948 85-3310839 (State or other jurisdiction of incorporation) (Commiss

TLG Acquisition One Corp./Electriq Power Illustrative Common Equity Term Sheet • Electriq Power Holdings, Inc. (post-transaction parent company) Security • Class A Common Stock Amount to be Raised • $70mm Price Per Share • $10.00 per share, pre-incen

Exhibit 99.1 TLG Acquisition One Corp./Electriq Power Illustrative Common Equity Term Sheet ? Electriq Power Holdings, Inc. (post-transaction parent company) Security ? Class A Common Stock Amount to be Raised ? $70mm Price Per Share ? $10.00 per share, pre-incentive for downside protection Use of Proceeds ? Growth Capital lustrative Incentive Structure (Upfront) 0.5 shares for each commitment of

TLG Acquisition One Corp./Electriq Power Illustrative Common Equity Term Sheet • Electriq Power Holdings, Inc. (post-transaction parent company) Security • Class A Common Stock Amount to be Raised • $70mm Price Per Share • $10.00 per share, pre-incen

EX-99.1 Exhibit 99.1 TLG Acquisition One Corp./Electriq Power Illustrative Common Equity Term Sheet • Electriq Power Holdings, Inc. (post-transaction parent company) Security • Class A Common Stock Amount to be Raised • $70mm Price Per Share • $10.00 per share, pre-incentive for downside protection Use of Proceeds • Growth Capital lustrative Incentive Structure (Upfront) 0.5 shares for each commit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

LETTER

United States securities and exchange commission logo November 28, 2022 John Michael Lawrie Chief Executive Officer TLG Acquisition One Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1

Beijing • Brussels • Century City • Dallas • Denver • Dubai • Frankfurt • Hong Kong • Houston • London • Los Angeles • Munich New York • Orange County • Palo Alto • Paris • San Francisco • São Paulo • Singapore • Washington, D.C.

Gibson, Dunn & Crutcher LLP 811 Main Street Houston, TX 77002-6117 Tel 346.718.6600 www.gibsondunn.com November 23, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attn: Ruairi Regan Re: TLG Acquisition One Corp. Preliminary Proxy Statement on Schedule 14A Filed November 3, 2022 File No. 001-39948 Dear Mr. Regan: On beh

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.

Support Agreement, dated as of November 13, 2022, by and among TLG Acquisition One Corp. and the other parties thereto (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No. 001-39948) filed with the SEC on November 14, 2022).

Exhibit 10.3 FORM OF SUPPORT AGREEMENT This SUPPORT AGREEMENT (this ?Agreement?) is entered into as of November 13, 2022, by and among TLG Acquisition One Corp., a Delaware corporation (?Parent?), Electriq Power, Inc., a Delaware corporation (the ?Company?) and the undersigned stockholder of the Company (the ?Stockholder?). Each of Parent, the Company and the Stockholder are sometimes referred to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 13, 2022 TLG Acquisition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 13, 2022 TLG Acquisition One Corp. (Exact name of registrant as specified in its charter) Delaware 001-39948 85-3310839 (State or other jurisdiction of incorporation) (Commis

Securities Purchase Agreement, dated as of November 13, 2022, between Electriq and John Michael Lawrie.

Exhibit 10.6 Execution Version SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of November 13, 2022, between Electriq Power, Inc., a Delaware corporation (the ?Company?), and John Michael Lawrie, including his successors and assigns (the ?Purchaser?). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a

Stockholders’ Agreement, dated as of November 13, 2022, by and among New Electriq, Sponsor and certain former Electriq equityholders.

Exhibit 10.4 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 (

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) TLG ACQUISITION ONE CORP.

Form of Stockholders’ Agreement (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (File No. 001-39948) filed with the SEC on November 14, 2022).

Exhibit 10.4 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 (

Lock-up Agreement, dated as of November 13, 2022, by and among certain stockholders of Electriq, Electriq and TLG.

Exhibit 10.1 Execution Version LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this ?Agreement?) is made and entered into as of November 13, 2022 by and among (i) TLG Acquisition One Corp., a Delaware corporation (together with its successors, ?Parent?), (ii) Electriq Power, Inc., a Delaware corporation (the ?Company?), and (iii) the undersigned Persons (each, a ?Holder?). WHEREAS, Parent, Eagle Merger

As filed with the Securities and Exchange Commission on November 14, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TLG ACQUISITION

Table of Contents As filed with the Securities and Exchange Commission on November 14, 2022.

Form of Registration Rights Agreement, by and among New Electriq, Sponsor and certain of its affiliates, RBC and certain former stockholders of Electriq.

Exhibit 10.5 FORM OF 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 [?], 2022 (the ?Effective Date?) by and among (i) TLG Acquisition One Corp., a Delaware corporation (the ?Company?), (ii) the stockholders of the Company l

Electriq Power to Merge with TLG Acquisition One Corp., List on NYSE Executive Briefing Document November 14, 2022

425 1 d414952d425.htm 425 Filed by TLG Acquisition One Corp. and Electriq Power, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TLG Acquisition One Corp. Commission File No.: 001-39948 Electriq Power to Merge with TLG Acquisition One Corp., List on NYSE Executive Briefing Document Novemb

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to TLG Acquisition One Corp. (Exact name of regis

Merger Agreement, dated as of November 13, 2022, by and among TLG, Merger Sub and Electriq.

Exhibit 2.1 Execution Version MERGER AGREEMENT by and among TLG ACQUISITION ONE CORP., EAGLE MERGER CORP. and ELECTRIQ POWER, INC. Dated as of November 13, 2022 TABLE OF CONTENTS Page ARTICLE 1 THE MERGER AND RELATED MATTERS 1 Section 1.1 The Merger 1 Section 1.2 Governing Documents 2 Section 1.3 Effect on Securities 2 Section 1.4 Exchange Procedures 7 Section 1.5 The Closing 8 Section 1.6 Deliver

Form of Registration Rights Agreement, by and among New Electriq, Sponsor and certain of its affiliates, RBC and certain former stockholders of Electriq.

Exhibit 10.5 FORM OF 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 [?], 2022 (the ?Effective Date?) by and among (i) TLG Acquisition One Corp., a Delaware corporation (the ?Company?), (ii) the stockholders of the Company l

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 13, 2022 TLG Acquisition One Corp. (Exact name of registrant as specified in its charter) Delaware 001-39948 85-3310839 (State or other jurisdiction of incorporation) (Commis

Filed by TLG Acquisition One Corp. and Electriq Power, Inc.

Filed by TLG Acquisition One Corp. and Electriq Power, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TLG Acquisition One Corp. Commission File No.: 001-39948 The following is an edited transcript of a video made available by TLG Acquisition One Corp. and Electriq Power, Inc. on November

Filed by TLG Acquisition One Corp. and Electriq Power, Inc.

425 1 d414952d425.htm 425 Filed by TLG Acquisition One Corp. and Electriq Power, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TLG Acquisition One Corp. Commission File No.: 001-39948 Memo to Employees Regarding Announcement of Merger When: November 14, 2022 From: Frank Magnotti To: All

ELECTRIQ POWER Investor Presentation November 14, 2022 T | L | G TLG Acquisition One Corp

Exhibit 99.2 ELECTRIQ POWER Investor Presentation November 14, 2022 T | L | G TLG Acquisition One Corp Confidentiality and Disclaimer This presentation (together with oral statements made in connection herewith, the ?Presentation?) is intended to provide confidential summary information about the business of Electriq Power, Inc. (?we,? ?us,? ?our,? ?Electriq? or the ?Company?) with respect to the

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).

Exhibit 2.1 Execution Version MERGER AGREEMENT by and among TLG ACQUISITION ONE CORP., EAGLE MERGER CORP. and ELECTRIQ POWER, INC. Dated as of November 13, 2022 TABLE OF CONTENTS Page ARTICLE 1 THE MERGER AND RELATED MATTERS 1 Section 1.1 The Merger 1 Section 1.2 Governing Documents 2 Section 1.3 Effect on Securities 2 Section 1.4 Exchange Procedures 7 Section 1.5 The Closing 8 Section 1.6 Deliver

Securities Purchase Agreement, dated as of November 13, 2022, between Electriq and John Michael Lawrie.

Exhibit 10.6 Execution Version SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of November 13, 2022, between Electriq Power, Inc., a Delaware corporation (the ?Company?), and John Michael Lawrie, including his successors and assigns (the ?Purchaser?). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a

Form of Support Agreement, by and among certain stockholders of Electriq, Electriq and TLG.

Exhibit 10.3 FORM OF SUPPORT AGREEMENT This SUPPORT AGREEMENT (this ?Agreement?) is entered into as of November 13, 2022, by and among TLG Acquisition One Corp., a Delaware corporation (?Parent?), Electriq Power, Inc., a Delaware corporation (the ?Company?) and the undersigned stockholder of the Company (the ?Stockholder?). Each of Parent, the Company and the Stockholder are sometimes referred to

Consent of Frank Magnotti to be named as a director.

EX-99.3 6 d376522dex993.htm EX-99.3 Exhibit 99.3 Consent to be Named as a Director In connection with the filing by TLG Acquisition One Corp. (the “Company”) of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Reg

Consent of Kroll, LLC.

Exhibit 99.2 CONSENT OF DUFF & PHELPS Kroll, LLC, operating through its Duff & Phelps Opinions Practice (?Duff & Phelps?), hereby consents to (i) the inclusion of our fairness opinion, dated November 13, 2022, to the Board of Directors of TLG Acquisition One Corp. in the filing of the joint proxy statement/consent solicitation statement/prospectus on Form S-4 of TLG Acquisition One Corp., to be fi

ELECTRIQ POWER Investor Presentation November 14, 2022 T | L | G TLG Acquisition One Corp

Exhibit 99.2 ELECTRIQ POWER Investor Presentation November 14, 2022 T | L | G TLG Acquisition One Corp Confidentiality and Disclaimer This presentation (together with oral statements made in connection herewith, the ?Presentation?) is intended to provide confidential summary information about the business of Electriq Power, Inc. (?we,? ?us,? ?our,? ?Electriq? or the ?Company?) with respect to the

Form of First Lock-Up Agreement (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).

Exhibit 10.1 Execution Version LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this ?Agreement?) is made and entered into as of November 13, 2022 by and among (i) TLG Acquisition One Corp., a Delaware corporation (together with its successors, ?Parent?), (ii) Electriq Power, Inc., a Delaware corporation (the ?Company?), and (iii) the undersigned Persons (each, a ?Holder?). WHEREAS, Parent, Eagle Merger

U.S. Home Solar Battery Storage Solutions Provider Electriq Power to Merge with TLG Acquisition One Corp.

Exhibit 99.1 U.S. Home Solar Battery Storage Solutions Provider Electriq Power to Merge with TLG Acquisition One Corp. ? Electriq Power Holdings Inc. will become a publicly listed company on NYSE under the new ticker symbol, ?ELIQ? ? Transaction values Electriq Power at a pro forma pre-money equity value of $495 million ? Transaction is expected to provide up to $125 million in cash proceeds ? Bui

U.S. Home Solar Battery Storage Solutions Provider Electriq Power to Merge with TLG Acquisition One Corp.

Exhibit 99.1 U.S. Home Solar Battery Storage Solutions Provider Electriq Power to Merge with TLG Acquisition One Corp. ? Electriq Power Holdings Inc. will become a publicly listed company on NYSE under the new ticker symbol, ?ELIQ? ? Transaction values Electriq Power at a pro forma pre-money equity value of $495 million ? Transaction is expected to provide up to $125 million in cash proceeds ? Bui

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).

Exhibit 10.2 Execution Version SPONSOR AGREEMENT This SPONSOR AGREEMENT (the ?Sponsor Agreement?), dated as of November 13, 2022, is entered into by and among TLG Acquisition Founder LLC, a Delaware limited liability company (?Sponsor?), TLG Acquisition One Corp., a Delaware corporation (?Parent?), each of the undersigned Persons, each of whom is a member of Parent?s board of directors and/or mana

Sponsor Agreement, dated as of November 13, 2022 by and among TLG, Electriq, the Sponsor, an affiliate of Sponsor and TLG’s independent directors.

Exhibit 10.2 Execution Version SPONSOR AGREEMENT This SPONSOR AGREEMENT (the ?Sponsor Agreement?), dated as of November 13, 2022, is entered into by and among TLG Acquisition Founder LLC, a Delaware limited liability company (?Sponsor?), TLG Acquisition One Corp., a Delaware corporation (?Parent?), each of the undersigned Persons, each of whom is a member of Parent?s board of directors and/or mana

LETTER

United States securities and exchange commission logo November 9, 2022 John Michael Lawrie Chief Executive Officer TLG Acquisition One Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 O

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to TLG Acquisition One Corp. (Exact name of registrant

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to TLG Acquisition One Corp. (Exact name of registran

Amended and Restated Promissory Note dated as of March 15, 2022, between the Company and the Sponsor.

Exhibit 10.1 THIS AMENDED AND RESTATED PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBS

Description of Securities.

Exhibit 4.2 DESCRIPTION OF SECURITIES Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 200,000,000 shares of Class A common stock, $0.0001 par value each, 20,000,000 shares of Class F common stock, $0.0001 par value each and 1,000,000 shares of undesignated preferred stock, $0.0001 par value each. The following description summarizes the m

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PUR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 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 001-399

TLGA / TLG Acquisition One Corp. / TLG Acquisition Founder LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TLG Acquisition One Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Titles of Class of Securities) 87257M 108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT JOINT FILING AGREEMENT, dated as of the 10th day of February, 2022, among TLG Acquisition Founder LLC and John Michael Lawrie (collectively, the ?Joint Filers?).

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 1, 2021 TLG Acquisition One Corp. (Exact name of registrant as specified in its charter) Delaware 001-39948 85-3310839 (State or other jurisdiction of inc

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT P

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to TLG Acquisition One Corp. (E

TLG ACQUISITION ONE CORP.

Exhibit 99.1 TLG ACQUISITION ONE CORP. Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of February 1, 2021 (as Restated) F-3 Notes to Financial Statement (as Restated) F-4 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of TLG Acquisition One Corp. Opinion on the Financial Statement We have audited the accompanying

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 1, 2022 TLG Acquisition One Corp. (Exact name of registrant as specified in its charter) Delaware 001-39948 85-3310839 (State or other jurisdiction of incorporation) (Commiss

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 12, 2022 TLG Acquisition One Corp. (Exact name of registrant as specified in its charter) Delaware 001-39948 85-3310839 (State or other jurisdiction of incorporation) (Commiss

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to TLG Acquisition One Corp. (Exact name of regis

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 O

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to TLG Acquisition One Corp. (Exact name of registrant

Promissory Note dated as of May 25, 2021, between the Company and the Sponsor (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 16, 2021).

Exhibit 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to TLG Acquisition One Corp. (Exact nam

SEC FILE NUMBER

SEC FILE NUMBER 001-39948 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

TLG Acquisition One Corp. Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing March 22, 2021

Exhibit 99.1 TLG Acquisition One Corp. Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing March 22, 2021 West Palm Beach, FL, March 17, 2021 ? TLG Acquisition One Corp. (the ?Company?) today announced that commencing March 22, 2021, holders of the units sold in the Company?s initial public offering of 40,000,000 units may elect to separately trade the shares of Cla