TLG ACQU Item 1.01. Entry into a Material Definitive Agreement.
On
Pursuant to the Trust Amendment, the Company has the right to extend the time
for the Company to complete its initial business combination (the "Business
Combination Period") under the Trust Agreement on a monthly basis up to six
times from
A copy of the Trust Amendment is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Trust Amendment is not complete and is qualified in its entirety by reference to the Trust Amendment filed herewith.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As approved by its stockholders at the Special Meeting on
A copy of the Charter Amendment is filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference. The foregoing description of the Charter Amendment is not complete and is qualified in its entirety by reference to the Charter Amendment filed herewith.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Special Meeting of Stockholders
At the Special Meeting, the Company's stockholders voted on the proposals set forth below.
As of the close of business on
At the Special Meeting, holders of 38,954,889 shares of Common Stock (77.9% of the total number of shares of Common Stock issued and outstanding and entitled to vote) were represented by valid proxies or in person (including virtually). Therefore, a quorum was present at the Special Meeting. Each of the proposals was approved by the stockholders and the final voting results for each matter submitted to a vote of the stockholders at the Special Meeting are as follows:
1. Proposal No. 1 - The stockholders approved the proposal to amend the
Company's Amended and Restated Certificate of Incorporation, giving the
Company the right to extend the Business Combination Period on a monthly
basis up to six times from February 1, 2023 to August 1, 2023 (the
"Extension Amendment Proposal"). Adoption of the Extension Amendment
Proposal required approval by the affirmative vote of at least 65% of the
outstanding shares of Class A common stock and Class F common stock,
voting together as a single class. The voting results were as follows:
Votes For Votes Against Abstentions
38,593,889 320,779 40,221
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The Extension Amendment Proposal was approved having received "for" votes from holders of at least 65% of the issued and outstanding shares of Common Stock entitled to vote at the Special Meeting.
2. Proposal No. 2 - The stockholders approved the proposal to amend the
Company's Investment Management Trust Agreement, dated as of January 27,
2021 , with Continental Stock Transfer & Trust Company to allow the
Company to extend the Business Combination Period on a monthly basis up
to six times from February 1, 2023 to August 1, 2023 by depositing into
the Trust Account the lesser of (i) an aggregate of $600,000 or (ii)
$0.06 for each issued and outstanding public share that has not been
redeemed for each one-month Extension (the "Trust Amendment Proposal").
Adoption of the Trust Amendment Proposal required approval by the
affirmative vote of at least 65% of the outstanding shares of Class A
common stock and Class F common stock, voting together as a single class
. The voting results were as follows:
Votes For Votes Against Abstentions
38,593,889 320,779 40,221
The Trust Amendment Proposal was approved having received "for" votes from holders of at least 65% of the outstanding shares of Common Stock entitled to vote at the Special Meeting.
3. Proposal No. 3 - The stockholders approved the proposal to approve the
adjournment of the Special Meeting to a later date or dates, if
necessary, to permit further solicitation and vote of proxies in the
event that there were insufficient votes to approve the Extension
Amendment Proposal or the Trust Amendment Proposal or if the Company
determined that additional time was necessary to satisfy any condition to
the implementation of the Extension or to effectuate the Extension (the
"Adjournment Proposal"). Adoption of the Adjournment Proposal required
approval by the affirmative vote of the majority of the votes cast by
stockholders represented in person (including virtually) or by proxy at
the Special Meeting.
Votes For Votes Against Abstentions
38,599,120 315,548 40,221
The Adjournment Proposal was approved having received "for" votes from the majority of the votes cast by stockholders represented in person (including virtually) or by proxy at the Special Meeting. However, since there were sufficient votes to approve the Extension Amendment Proposal and the Trust Amendment Proposal and all conditions necessary to the implementation of the Extension and to effectuate the Extension were either satisfied or waived, it was not necessary to adjourn the Special Meeting.
Item 8.01. Other Events.
In connection with the stockholders' vote at the Special Meeting, the holders of 32,051,595 shares of Class A common stock properly exercised their right to redeem such shares (the "Redemptions") for a pro rata portion of the funds held in the Trust Account.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
3.1 Certificate of Amendment to the Amended and Restated Certificate of
Incorporation of TLG Acquisition One Corp.
10.1 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.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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