TLG ACQU Item 1.01. Entry Into a Material Definitive Agreement.
General
On
Merger Consideration
As part of the Merger, Electriq equityholders will receive aggregate merger
consideration (the "Merger Consideration") of
Financings and Share Reserve
Pursuant to the Merger Agreement, TLG has agreed 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 at least
In connection with the Financings, 7,000,000 shares of Parent Class A Common Stock (the "Incentive Shares") will be placed in escrow at Closing, consisting of 5,000,000 newly issued shares of Parent Class A Common Stock (the "New Incentive Shares") and the 2,000,000 Merger Consideration Incentive Shares. The New Incentive Shares will be paid out as incentives in the Financings first, followed by the Merger Consideration Incentive Shares. At the termination of the escrow, any New Incentive Shares not paid out in the Financing will be transferred 50% to the Sponsor (defined in the Merger Agreement) and 50% to the Electriq equityholders, and any Merger Consideration Incentive Shares not paid out in the Financing will be returned to the Electriq equityholders.
Other Covenants
The Merger Agreement includes covenants of Electriq with respect to operation of its business prior to consummation of the Merger. The Merger Agreement also contains additional covenants of the parties, including, among others, a covenant to make any required filings pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR"), and the preparation and filing of a registration statement on Form S-4 relating to the Merger and containing a proxy statement of TLG (the "Registration Statement / Proxy Statement").
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The Merger Agreement also contains exclusivity provisions prohibiting Electriq and its subsidiaries from soliciting, initiating, knowingly facilitating, participating in, entering into, continuing discussions, negotiations or transactions with, or knowingly encouraging or responding to any inquiries or proposals by, or providing any information to any person relating to or that could reasonably be expect to lead to, or enter into or consummate any transaction relating to a Competing Company Transaction (as defined in the Merger Agreement), subject to limited exceptions specified therein.
Representations and Warranties
The Merger Agreement contains customary representations and warranties of the parties thereto with respect to the parties, the Business Combination contemplated by the Merger Agreement and their respective business operations and activities. The representations and warranties of the parties generally do not survive the Closing.
Conditions to Consummation of the Business Combination
Consummation of the Business Combination is generally subject to customary
conditions, including (a) expiration or termination of all applicable waiting
periods under HSR, (b) the absence of any law or governmental order prohibiting
the consummation of the Merger, (c) the effectiveness of the Registration
Statement / Proxy Statement, (d) the Parent Class A Common Stock to be issued in
the Merger having been listed on
Other conditions to the obligation of TLG to consummate the Business Combination
include, among others, that no material adverse effect with respect to Electriq
shall have occurred since the date of the Merger Agreement. Other conditions to
the obligation of Electriq to consummate the Business Combination include, among
others, TLG must have minimum available funds equal to or in excess of
Termination
The Merger Agreement may be terminated under certain customary and limited
circumstances at any time prior to the Closing, including by mutual written
consent or if the Business Combination have not been consummated on or prior to
A copy of the Merger Agreement 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 Merger Agreement and the Business Combination is not complete and is subject to, and qualified in its entirety by, reference to the actual agreement. The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Merger Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. In particular, the assertions embodied in the representations and warranties in the Merger Agreement were made as of a specified date, are modified or qualified by information in one or more confidential disclosure letters prepared in connection with the execution and delivery of the Merger Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to investors, or may have been used for the purpose of allocating risk
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between the parties. Accordingly, the representations and warranties in the Merger Agreement are not necessarily characterizations of the actual state of . . .
Item 7.01 Regulation FD Disclosure.
On
Furnished herewith as Exhibit 99.2 hereto and incorporated by reference herein
is the investor presentation dated
The foregoing (including the information presented in Exhibits 99.1 and 99.2 hereto) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act. The submission of the information set forth in this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Item 7.01, including the information presented in Exhibits 99.1 and 99.2 hereto, that is provided solely in connection with Regulation FD.
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 intends to file with the
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the completion of the proposed Business Combination. TLG also intends to file
other relevant documents with the
The Registration Statement / Proxy Statement, 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. Forward-looking statements contained in this Current Report on Form 8-K include, but are not limited to, statements about the ability of TLG and Electriq prior to
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the Business Combination, and New Electriq following the Business Combination, to: execute their business strategy, including expansions in new geographies; meet the closing conditions to the Business Combination, including approval by stockholders of TLG and Electriq on the expected terms and schedule; realize the benefits expected from the proposed Business Combination; continue to develop new energy storage solutions and software-enabled services to meet constantly evolving customer demands; develop, design, and sell products and services that are differentiated from those of competitors; anticipate the impact of the COVID-19 pandemic and its effect on business and financial conditions; manage risks associated with operational changes in response to the COVID-19 pandemic; minimize supply chain risks by diversifying the sources of key product components while maintaining component acquisition costs; attract, train, and retain effective directors, officers and key technical and sales personnel; enhance future operating and financial results; comply with laws applicable to their business, including environmental, health and safety regulations and policies; stay abreast of modified or new laws and regulations applicable to their business, including any changes in technician qualification requirements or data and privacy regulation; anticipate the impact of, and respond to, new accounting standards; anticipate the significance and timing of contractual obligations; respond to the failure of customers and partners to comply with contractual obligations; manage operational risks associated with construction, utility interconnection and installation permitting; respond to fluctuations in foreign currency exchange rates and political unrest and regulatory changes in international markets from various events; deliver on contractual commitments with existing customers and convert non-binding letters of intent into binding agreements; maintain key strategic relationships with partners and customers; acquire new customers; respond to uncertainties associated with product and service development and market acceptance and adoption of solar and energy storage solutions; successfully defend litigation; upgrade and maintain information technology systems; access, collect, and use personal data about consumers; protect proprietary software and enforce intellectual property rights; anticipate rapid technological changes in the energy storage industry; meet future liquidity requirements and comply with any applicable restrictive covenants related to indebtedness; maintain the listing on, or the delisting of TLG's or New Electriq's securities from, the NYSE or an inability to have our securities listed on the NYSE or another national securities exchange following . . .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 2.1† Merger Agreement, dated as ofNovember 13, 2022 , by and among TLG, Merger Sub and Electriq. 10.1 Lock-up Agreement, dated as ofNovember 13, 2022 , by and among certain stockholders of Electriq, Electriq and TLG. 10.2 Sponsor Agreement, dated as ofNovember 13, 2022 by and among TLG, Electriq, the Sponsor, an affiliate of Sponsor and TLG's independent directors. 10.3 Form of Support Agreement, by and among certain stockholders of Electriq, Electriq and TLG. 10.4 Stockholders' Agreement, dated as ofNovember 13, 2022 , by and among New Electriq, Sponsor and certain former Electriq equityholders. 10.5 Form of Registration Rights Agreement, by and among New Electriq, Sponsor and certain of its affiliates, RBC and certain former stockholders of Electriq. 10.6 Securities Purchase Agreement, dated as ofNovember 13, 2022 , between Electriq andJohn Michael Lawrie . 99.1 Press Release, datedNovember 14, 2022 . 99.2 Investor Presentation, datedNovember 14, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
† Certain of the exhibits and schedules to this Exhibit have been omitted in
accordance with Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to theSEC upon its request.
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