Item 1.01. Entry into a Material Definitive Agreement.
First Amendment to Merger Agreement
As previously disclosed, on
On
• eliminate the Minimum Cash Closing Condition; and
• replace TLG's agreement to use its reasonable best efforts to enter into subscription agreements, non-redemption agreements, backstop agreements or similar financing agreements (the "Financing Agreements") with one or more persons which shall raise or backstop an amount of at least$120.0 million with an agreement by TLG to use its reasonable best efforts to enter into Financing Agreements to provide at least the level of cash required to provide adequate operating liquidity for New Electriq throughDecember 31, 2023 .
A copy of the Amendment is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference. The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the Amendment filed herewith.
Amended and Restated Securities Purchase Agreement
As previously disclosed, on
On
A copy of the A&R Securities Purchase Agreement 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 A&R Securities Purchase Agreement is not complete and is qualified in its entirety by reference to the A&R Securities Purchase Agreement filed herewith.
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Additional Information and Where to Find It
This communication relates to the proposed Business Combination involving TLG
and Electriq. This communication may be deemed to be solicitation material in
respect of the proposed Business Combination. The proposed Business Combination
will be submitted to TLG's stockholders for their consideration. In connection
with the proposed Business Combination, TLG has filed with the
The Proxy Statement/Prospectus, any amendments or supplements thereto and other
relevant materials, and any other documents filed by TLG with the
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Participants in the Solicitation
TLG, Electriq and certain of their respective executive officers, directors,
other members of management and employees may, under the rules of the
Cautionary Statements Regarding Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as "anticipate," "believe," "could," "continue," "estimate," "expect," "forecast," "intend," "may," "might," "outlook," "plan," "possible," "potential," "predict," "project," "scheduled," "seek," "should," "will," "would" or similar expressions, but the absence of these words does not mean that a statement is not forward-looking. These statements are based on the beliefs and assumptions of the management of TLG and Electriq. Although TLG and Electriq believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither TLG nor Electriq can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 2.1 First Amendment to Merger Agreement, dated as ofDecember 23, 2022 , by and amongTLG Acquisition One Corp. ,Eagle Merger Corp. andElectriq Power, Inc. 10.1 Amended and Restated Securities Purchase Agreement, datedDecember 23, 2022 , betweenElectriq Power, Inc. andJohn Michael Lawrie . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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