ElectrIQ Power, Inc. signed letter of intent to acquire TLG Acquisition One Corp. (NYSE:TLGA) from a group of shareholders for approximately $490 million in a reverse merger transaction on July 15, 2022. ElectrIQ Power, Inc. entered into an agreement to acquire TLG Acquisition One Corp. (NYSE:TLGA) from TLG Acquisition Founder LLC and others for approximately $490 million in a reverse merger transaction on November 13, 2022. Under the terms of the transaction, Electriq equity holders will receive aggregate merger consideration of $495 million, consisting of up to 49.5 million TLG's Class A common stock (valued at $10 per share), and the right to elect to receive up to $25 million in cash with a corresponding reduction in the number of shares of TLG common stock. At closing 2 million shares from the merger consideration, will be placed into an escrow account to be used as merger consideration incentive shares. Upon close of the transaction, Electriq's existing shareholders will continue to own a majority of the merged company. Upon closing of the transaction, the combined company will operate under the name Electriq Power Holdings Inc. and will be led by existing Electriq management with Mike Lawrie joining the board as Chairman. The combined company plans to publicly trade on the NYSE under the symbol ELIQ.

The transaction is subject to expiration or termination of all applicable waiting periods under HSR, effectiveness of the Registration Statement, Class A Common Stock to be issued in the merger having been listed on The New York Stock Exchange (“NYSE”) upon the closing, and otherwise satisfying the applicable listing requirements of NYSE, receipt of stockholder approval from stockholders of each of TLG and Electriq, TLG having net tangible assets following the redemptions of at least $5,000,001. The Boards of Directors of both Electriq and TLG have approved the proposed transaction. Closing of the transaction is expected during the first half of 2023. David Landau and Anthony Ain of Ellenoff Grossman & Schole LLP acted as legal advisor to ElectrIQ. Gerald M. Spedale and Chris Trester of Gibson, Dunn & Crutcher LLP acted as legal advisor to TLG. Truist Securities, Inc. and EarlyBird Capital acted as financial advisor to TLG. The Duff & Phelps Opinions practice of Kroll, LLC acted as financial advisor and fairness opinion provider to the Board of TLG. Morrow Sodali LLC acted as proxy solicitor and Continental Stock Transfer & Trust Company acted as transfer agent to TLG. National Bank of Canada Financial Inc. and National Bank Financial Inc. acted as financial advisors to ElectrIQ. TLG pay Duff & Phelps a fee of $500,000 for fairness opinion, a portion of which was paid upon delivery of opinion and a portion is payable upon consummation of the transaction. PricewaterhouseCoopers LLP and Synergetics, Inc. acted as due diligence provider to TLG.