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~~March 31, 2023

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

TLG Acquisition One Corp.

(Exact name of registrant as specified in its charter)


Delaware	001-39948	85-3310839
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)


515 North Flagler Drive, Suite 520 West Palm Beach, FL		33401
(Address Of Principal Executive Offices)		(Zip Code)

(561)

945-8340

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A common share, $0.0001 par value, and one-third of one redeemable warrant	TLGA.U	NYSE
Class A common shares included as part of the units	TLGA	NYSE
~~Redeemable warrants included as part of the units~~	~~TLGA WS~~	~~NYSE~~

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). Yes ☒ No ☐

As of ~~November~~

~~, 2022, 40,000,000~~May 12, 2023, 7,948,405 shares of Class A common stock, par value $0.0001 per share, and ~~10,000,000~~5,000,000 shares of Class F common stock, par value $0.0001 per share, were issued and outstanding.

TLG ACQUISITION ONE CORP.

Form 10-Q

For the Quarter Ended ~~September 30, 2022~~

~~Table of Contents~~March 31, 2023


		Page
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements		1
	Condensed Consolidated Balance Sheets as of ~~September 30, 2022~~March 31, 2023 (Unaudited) and December 31, ~~2021~~2022		1
	Unaudited Condensed Consolidated Statements of Operations for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~		2
	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~		3
	Unaudited Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~		4
	Notes to Unaudited Condensed Consolidated Financial Statements		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		2225
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		2630
Item 4.	Controls and Procedures		2630

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings		2731
Item 1A.	Risk Factors		2731
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities		2732
Item 3.	Defaults Upon Senior Securities		2832
Item 4.	Mine Safety Disclosures		2832
Item 5.	Other Information		2832
Item 6.	Exhibits		2833
	Signature		3034

PART I. FINANCIAL INFORMATION

Item 1.

Condensed Consolidated Financial Statements

TLG ACQUISITION ONE CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS


	March 31, 2023			December 31, 2022
	(Unaudited)
Assets:
Current assets:
Cash	$	15,406		$	19,750
Prepaid expenses		155,465			108,156

Total current assets		170,871			127,906
Cash and investments held in Trust Account		82,988,329			80,945,242

Total Assets	$	83,159,200		$	81,073,148

Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit:
Current liabilities:
Accounts payable	$	229,642		$	276,917
Accrued expenses		5,373,916			4,472,261
Working Capital Loan - related party		3,897,451			2,330,370
Income tax payable		1,173,779			1,055,680
Franchise tax payable		50,050			50

Total current liabilities		10,724,838			8,135,278
Derivative warrant liabilities		1,400,000			800,000
Deferred underwriting commissions		14,000,000			14,000,000

Total Liabilities		26,124,838			22,935,278
Commitments and Contingencies
Class A common stock subject to possible redemption, $0.0001 par value; 7,948,405 shares at redemption value of approximately $10.27 and $10.03 per share as of March 31, 2023 and December 31, 2022, respectively		81,614,773			79,739,786
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of March 31, 2023 and December 31, 2022		—			—
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; no non-redeemable shares issued and outstanding as of March 31, 2023 and December 31, 2022 (excluding 7,948,405 shares subject to possible redemption), respectively		—			—
Class F common stock, $0.0001 par value; 20,000,000 shares authorized; 5,000,000 and 10,000,000 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively		500			1,000
Additional paid-in capital		—			—
Accumulated deficit		(24,580,911	)		(21,602,916	)

Total stockholders’ deficit		(24,580,411	)		(21,601,916	)

Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit	$	83,159,200		$	81,073,148

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

TLG ACQUISITION ONE CORP.

UNAUDITED CONDENSED CONSOLIDATED ~~BALANCE SHEETS~~STATEMENTS OF OPERATIONS


	For The Three Months Ended March 31,
	2023			2022
General and administrative expenses	$	1,384,702		$	74,233
General and administrative expenses—related party		21,000			20,500
Franchise tax expenses		50,000			88,844

Loss from operations		(1,455,702	)		(183,577	)
Change in fair value of working capital loan - related party		457,919			—
Change in fair value of derivative warrant liabilities		(600,000	)		6,600,000
Income from cash and investments held in Trust Account		612,374			32,647

Net (loss) income before income taxes		(985,409	)		6,449,070
Income tax expense		(118,099	)		—

Net (loss) income	$	(1,103,508	)	$	6,449,070

Weighted average shares outstanding of Class A common stock		7,948,405			40,000,000

Basic and diluted net (loss) income per share, Class A common stock	$	(0.08	)	$	0.13

Weighted average shares outstanding of Class F common stock		6,611,111			10,000,000

Basic and diluted net (loss) income per share, Class F common stock	$	(0.08	)	$	0.13

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

TLG ACQUISITION ONE CORP.

September 30, 2022

December 31, 2021

Assets:

Current assets:

Cash
   $ 242,304 $ 48,491
Prepaid expenses
   413,132 105,654


Total current assets
   655,436 154,145
Investments held in Trust Account
   402,112,433 400,023,684


Total Assets

$
402,767,869

$
400,177,829



Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit:

Current liabilities:

Accounts payable
   $ 167,288 $ 48,917
Accrued expenses
   2,770,245 2,428,864
Working capital loan—related party
   2,820,000 920,000
Income tax payable
   426,868 —
Franchise tax payable
   30,000 121,425


Total current liabilities
   6,214,401 3,519,206
Derivative warrant liabilities
   1,000,000 10,600,000
Deferred underwriting commissions
   14,000,000 14,000,000


Total Liabilities
   21,214,401 28,119,206

Commitments and Contingencies


Class A common stock subject to possible redemption, $0.0001 par value; 40,000,000 shares at redemption value of approximately $10.04 and $10.00 per share as of September 30, 2022 and December 31, 2021
   401,505,838 400,000,000

Stockholders’ Deficit:


Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of September 30, 2022 and December 31, 2021
   —   —
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; no
non-redeemable
shares issued and outstanding as of September 30, 2022 and December 31, 2021
,
respectively
(excluding 40,000,000 shares subject to possible redemption)
   —   —
Class F common stock, $0.0001 par value; 20,000,000 shares authorized; 10,000,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021
   1,000 1,000
Additional
paid-in
capital
   —   —
Accumulated deficit
   (19,953,370 ) (27,942,377 )


Total stockholders’ deficit
   (19,952,370 ) (27,941,377 )


Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit

$
402,767,869

$
400,177,829

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2023


	Common Stock										Additional Paid-In Capital			Accumulated Deficit			Total Stockholders’ Deficit
	Class A				Class F
	Shares		Amount		Shares			Amount
Balance—December 31, 2022		—	$	—		10,000,000		$	1,000		$	—		$	(21,602,916	)	$	(21,601,916	)
Increase in redemption value of Class A common stock subject to possible redemption		—		—		—			—			(500	)		(1,874,487	)		(1,874,987	)
Forfeiture of Class F shares						(5,000,000	)		(500	)		500
Net loss		—		—		—			—			—			(1,103,508	)		(1,103,508	)

Balance—March 31, 2023 (unaudited)		—	$	—		5,000,000		$	500		$	—		$	(24,580,911	)	$	(24,580,411	)

FOR THE THREE MONTHS ENDED MARCH 31, 2022


	Common Stock								Additional Paid-In Capital		Accumulated Deficit			Total Stockholders’ Deficit
	Class A				Class F
	Shares		Amount		Shares		Amount
Balance—December 31, 2021		—	$	—		10,000,000	$	1,000	$	—	$	(27,942,377	)	$	(27,941,377	)
Net income		—		—		—		—		—		6,449,070			6,449,070

Balance—March 31, 2022 (unaudited)		—	$	—		10,000,000	$	1,000	$	—	$	(21,493,307	)	$	(21,492,307	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

TLG ACQUISITION ONE CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	For The Three Months Ended March 31,
	2023			2022

Cash Flows from Operating Activities:
Net (loss) income	$	(1,103,508	)	$	6,449,070
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Change in fair value of derivative warrant liabilities		600,000			(6,600,000	)
Change in fair value of working capital loan - related party		(457,919	)		—
Income from investments held in Trust Account		(612,374	)		(32,647	)
Changes in operating assets and liabilities:
Prepaid expenses		(47,309	)		(727,272	)
Accounts payable		(47,275	)		45,218
Accrued expenses		901,655			(439,967	)
Income tax payable		118,099			—
Franchise tax payable		50,000			(71,425	)

Net cash used in operating activities		(598,631	)		(1,377,023	)

Cash Flows from Investing Activities
Cash deposited in Trust Account		(1,430,713	)		—

Net cash used in investing activities		(1,430,713	)		—

Cash Flows from Financing Activities:
Proceeds received from Working Capital Loan—related party		2,025,000			1,400,000

Net cash provided by financing activities		2,025,000			1,400,000

Net change in cash		(4,344	)		22,977
Cash—beginning of the period		19,750			48,491

Cash—end of the period	$	15,406		$	71,468

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

~~TLG ACQUISITION ONE CORP.~~

~~UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS~~

For The Three Months Ended September 30,

For The Nine Months Ended September 30,


        2022

        2021

        2022

        2021

General and administrative expenses
   $ 1,676,761 $ 161,058 $ 1,835,743 $ 3,337,532
General and administrative expenses—related party
   21,000 22,000 62,500 57,000
Franchise tax expenses
   50,000 59,808 188,844 207,119


Loss from operations
   (1,747,761 ) (242,866 ) (2,087,087 ) (3,601,651 )
Offering costs associated with derivative warrant liabilities
   —   —   —   (1,413,340 )
Change in fair value of derivative warrant liabilities
   600,000 4,933,340 9,600,000 20,800,000
Income from investments held in Trust Account
   1,808,010 6,145 2,408,800 16,098


Net income before income taxes
   660,249 4,696,619 9,921,713 15,801,107
Income tax expense
   (369,182 ) —   (426,868 ) —


Net income
   $ 291,067 $ 4,696,619 $ 9,494,845 $ 15,801,107


Weighted average shares outstanding of Class A common stock
   40,000,000 40,000,000 40,000,000 35,457,875


Basic and diluted net income per share, Class A common stock
   $ 0.01 $ 0.09 $ 0.19 $ 0.35


Weighted average shares outstanding of Class F common stock, basic
   10,000,000 10,000,000 10,000,000 9,858,059


Basic net income per share, Class F common stock
   $ 0.01 $ 0.09 $ 0.19 $ 0.35


Weighted average shares outstanding of Class F common stock, diluted
   10,000,000 10,000,000 10,000,000 10,000,000


Diluted net income per share, Class F common stock
   $ 0.01 $ 0.09 $ 0.19 $ 0.35

~~The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.~~

~~Table of Contents~~

~~TLG ACQUISITION ONE CORP.~~

~~UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT~~

~~FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022~~

Common Stock

Additional Paid-In

Capital

Accumulated

Deficit

Total

Stockholders’

Deficit


Class A

Class F


Shares

Amount

Shares

Amount

Balance—December 31, 2021


—


$
—



10,000,000


$
1,000


$
—

$
(27,942,377
)

$
(27,941,377
)
Net income
   —      —      —      —      —   6,449,070 6,449,070










Balance—March 31, 2022 (unaudited)


—



—



10,000,000



1,000



—

(21,493,307
)

(21,492,307
)
Increase in redemption value of Class A common stock subject to possible redemption
   —      —      —      —      —   (117,010 ) (117,010 )
Net income
   —      —      —      —      —   2,754,708 2,754,708










Balance—June 30, 2022 (unaudited)


—



—



10,000,000



1,000



—

(18,855,609
)

(18,854,609
)
Increase in redemption value of Class A common stock subject to possible redemption
   —      —      —      —      —   (1,388,828 ) (1,388,828 )
Net income
   —      —      —      —      —   291,067 291,067










Balance—September 30, 2022 (unaudited)


—


$
—



10,000,000


$
1,000


$
—

$
(19,953,370
)

$
(19,952,370
)










FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021


Common Stock

Additional
Paid-In

Capital

Accumulated

Deficit

Total

Stockholders’

Deficit


Class A

Class F


Shares

Amount

Shares

Amount

Balance—January 1, 2021


—


$
—



10,000,000


$
1,000


$
24,000

$
(3,329
)

$
21,671

Accretion of Class A common stock subject to possible redemption amount
   —      —      —      —      (24,000 ) (45,861,780 ) (45,885,780 )
Net income
   —      —      —      —      —   11,072,129 11,072,129










Balance—March 31, 2021 (unaudited)


—



—



10,000,000



1,000



—

(34,792,980
)

(34,791,980
)
Net income
   —      —      —      —      —   32,359 32,359










Balance—June 30, 2021 (unaudited)


—



—



10,000,000



1,000



—

(34,760,621
)

(34,759,621
)
Net income
   —      —      —      —      —   4,696,619 4,696,619










Balance—September 30, 2021 (unaudited)


—


$
—



10,000,000


$
1,000


$
—

$
(30,064,002
)

$
(30,063,002
)

~~The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.~~

~~Table of Contents~~

~~TLG ACQUISITION ONE CORP.~~

~~UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

For The Nine Months Ended September 30,


2022

2021

Cash Flows from Operating Activities:

Net income
   $ 9,494,845 $ 15,801,107
Adjustments to reconcile net income to net cash used in operating activities:

General and administrative expenses paid by related party under note payable
   —   1,530
Offering costs allocated to derivative warrant liabilities
   —   1,413,340
Change in fair value of derivative warrant liabilities
   (9,600,000 ) (20,800,000 )
Income from investments held in Trust Account
   (2,408,800 ) (16,098 )
Changes in operating assets and liabilities:

Prepaid expenses
   (307,478 ) (365,391 )
Accounts payable
   118,371 270,064
Accrued expenses
   341,382 1,675,330
Income tax payable
   426,868 —
Franchise tax payable
   (91,425 ) 147,448


Net cash used in operating activities
   (2,026,237 ) (1,872,670 )


Cash Flows from Investing Activities

Investment income released from Trust Account to pay for taxes
   320,050 —
Cash deposited in Trust Account
   —   (400,000,000 )


Net cash provided by (used in) investing activities
   320,050 (400,000,000 )


Cash Flows from Financing Activities:

Repayment of note payable to related party
   —   (192,312 )
Proceeds received from initial public offering, gross
   —   400,000,000
Proceeds received from private placement
   —   10,000,000
Working Capital Loan—related party
   1,900,000 570,000
Offering costs paid
   —   (8,467,900 )


Net cash provided by financing activities
   1,900,000 401,909,788


Net change in cash
   193,813 37,118

Cash—beginning of the period
   48,491 500


Cash—end of the period

$
242,304

$
37,618



Supplemental disclosure of noncash activities:

Deferred offering costs included in accrued expenses
   $ —   $ 85,000
Deferred offering costs paid by related party under promissory note
   $ —   $ 51,890
Accounts payable paid through promissory note
   $ —   $ 750
Deferred underwriting commissions in connection with the initial public offering
   $ —   $ 14,000,000

~~The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.~~

~~Table of Contents~~

TLG Acquisition One Corp.

Notes to Unaudited Condensed Consolidated Financial Statements

~~September 30, 2022~~

March 31, 2023

Note

~~1-Description~~

1 — Description of Organization and Business Operations

TLG Acquisition One Corp. (the “Company”) is a blank check company incorporated in Delaware on October 2, 2020, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of ~~September 30, 2022,~~March 31, 2023, the Company had not commenced any operations. All activity for the period from October 2, 2020 (inception) through ~~September 30, 2022~~March 31, 2023, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below and, after the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company ~~generates~~will generate

non-operating

income in the form of interest income on investments from the proceeds derived from the Initial Public Offering.

The Company’s sponsor is TLG Acquisition Founder LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 27, 2021. On February 1, 2021, the Company consummated its Initial Public Offering of 40,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 5,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $400.0 million, and incurring offering costs of approximately $22.7 million, of which $14.0 million was for deferred underwriting commissions ~~(See Note~~(Note 5).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 4,666,667 and 2,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) to the Sponsor and RBC Capital Markets, LLC, in its capacity as a purchaser of Private Placement Warrants (“RBC”), respectively, at a price of $1.50 per Private Placement Warrant, generating total proceeds of $10.0 million ~~(See Note~~(Note 4).

trust account (“

Trust ~~Account~~

”Account”),

and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days

or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under ~~Rule~~

~~2a-7~~

Rule2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if any, and excluding the amount of any deferred underwriting discount held in trust) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-business combination company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide the holders of the Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or

Table of Contents

TLG Acquisition One Corp.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2023

conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share).

~~Table of Contents~~

~~TLG Acquisition One Corp.~~

~~Notes to Unaudited Condensed Consolidated Financial Statements~~

~~September 30, 2022~~

The

per-share

amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards ~~Board~~Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Initial Stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. RBC has also agreed to vote any Public Shares purchased after the Initial Public Offering for which it has voting control in favor of a Business Combination. In addition, the Initial Stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Amended and Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The holders of the Founder Shares (as defined in Note 4) (the “Initial Stockholders”) agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or

pre-initial

Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination ~~within 24 months from the closing of the Initial Public Offering, or February~~by June 1, 2023 (

as(as such period may be extended to August 1, 2023 or further extended pursuant to a stockholder vote,

the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of the Public Shares, at a

per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors

of the Company (the “Board”),

dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included ~~with the other~~

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TLG Acquisition One Corp.

Notes to Unaudited Condensed Consolidated Financial Statements

~~September 30, 2022~~

March 31, 2023

with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) not will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Trust Account Redemptions and Extension of Combination Period

On December 19, 2022, the Company held a special meeting of stockholders at which such stockholders approved the proposal to amend the Amended and Restated Certificate of Incorporation giving the Company the right to extend the business combination deadline 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 “Extension”). On each of January 30, 2023, February 24, 2023, March

, 2023 and May 1, 2023 the Company deposited $476,904 into the Trust Account in order to extend the business combination deadline to March 1, 2023, April 1, 2023, May 1, 2023 and June 1, 2023, respectively.

In connection with such vote, the holders of an aggregate of 32,051,595 Public Shares exercised their right to redeem their shares for an aggregate of approximately $324.4

million in cash held in the Trust Account. Additionally, upon shareholder approval of the Extension, the Sponsors agreed that they would forfeit for no consideration 5,000,000 shares of Class F common stock in connection with the Extension, which shares of Class F common stock will be cancelled (the “Forfeiture”). The Forfeiture occurred on January 30, 2023.

~~Note~~Proposed Business Combination

~~2-Basis~~

On November 13, 2022, the Company and Eagle Merger Corp., a Delaware corporation and wholly-owned subsidiary of ~~Presentation~~the Company (“Merger Sub”), entered into a Merger Agreement, as amended on December 23, 2022 and ~~Summary~~March 22, 2023 and as may be further amended (the “Merger Agreement”) with Electriq Power, Inc., a Delaware corporation (“Electriq”). If the transactions contemplated by the Merger Agreement (the “Transactions”) are completed, Merger Sub will merge with and into Electriq, with Electriq surviving such merger as a wholly-owned subsidiary of ~~Significant Accounting Policies~~the Company (the “Merger”). As a result of the Merger, and upon consummation of the Merger and the other Transactions (together with the Merger, the “Proposed Business Combination”), the separate corporate existence of Electriq will cease to exist and the holders of Electriq common stock, preferred stock, options, warrants and other convertible securities (collectively, the “Electriq equityholders”) will become equityholders of the Company, which will change its name to “Electriq Power Holdings, Inc.” in connection with the Business Combination ( “New Electriq”).

As part of the Merger, Electriq equityholders will receive aggregate merger consideration (the “Merger Consideration”) of $495 million, consisting of up to 49,500,000 shares of the Company’s Class A common stock, valued at $10.00 per share. At the closing of the Merger (the “Closing”), 2,000,000 shares of the Company’s Class A common stock from the Merger Consideration (the “Merger Consideration Incentive Shares”) will be placed into an escrow account to be used as Merger Consideration Incentive Shares. As part of the Merger Consideration,

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TLG Acquisition One Corp.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2023

holders of Electriq’s warrants and options not exercised prior to the Merger will receive replacement warrants and options, respectively, to purchase shares of the Company’s Class A common stock based on the value of the Merger Consideration per share of Electriq common stock.

Pursuant to the Merger Agreement, the Company 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 to provide at least the level of cash required to provide adequate operating liquidity for New Electriq through December 31, 2023 (such transactions, the “Financings”).

In connection with the Financings, 7,000,000 shares of the Company’s Class A common stock (the “Incentive Shares”) will be placed in escrow at Closing, consisting of 5,000,000 newly issued shares of The Company’s 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 equity holders, and any Merger Consideration Incentive Shares not paid out in the Financing will be returned to the Electriq equity holders.

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 the Company (the “Registration Statement / Proxy Statement”). 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.

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.

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 Company’s 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, (e) receipt of stockholder approval from stockholders of each of the Company and Electriq for consummation of the Merger and other related necessary matters and (f) the Company having net tangible assets following the redemptions of at least $5,000,001.

The parties to the Merger Agreement submitted their respective HSR notifications on December 12, 2022, and the waiting period under the HSR with respect to the transaction expired at 11:59 p.m., Eastern Time, on January 11, 2023. 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 has not been consummated on or prior to June 1, 2023.

In connection with the execution of the Merger Agreement, certain security holders of Electriq (the “Electriq Holders”) entered into

lock-up

agreements (each, a

“Lock-up

Agreement”) with Electriq and the Company. Pursuant to the

Lock-up

Agreements, the Electriq Holders agreed, among other things, that their shares of the Company’s Class A common stock received as Merger Consideration may not be transferred until the earlier to occur of (i) six months following Closing and (ii) the date after the Closing on which New Electriq completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of New Electriq stockholders having the right to exchange their equity holdings in New Electriq for cash, securities or other property (the

“Lock-up”).Notwithstanding

the foregoing, if, after the Closing, (i) the volume weighted average price per share of the

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TLG Acquisition One Corp.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2023

ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after ~~February~~June 1, 2023

~~(as~~ (as such period may be extended ~~pursuant~~ to ~~a stockholder vote)~~August 1, 2023).

he The unaudited condensed consolidated financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. The Company intends to complete a Business Combination before the mandatory liquidation date.

Note 2 — Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and Article 8 of Regulation

S-X.

Accordingly, certain disclosures included in the annual financial statements have been condensed or omitted from these unaudited condensed consolidated financial statements as they are not required for interim financial statements under GAAP and the rules of the SEC. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023 or any future period.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form

10-K

for the year ended December 31, 2022, as filed with the SEC on March 20, 2023, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2022, is derived from the audited financial statements presented in the Company’s Annual Report on Form

10-K

for the year ended December 31, 2022.

Principles of Consolidation

The consolidated financial statements of the Company include its wholly-owned subsidiary, Eagle Merger Corp., that was formed in connection with a potential Business Combination. All inter-company accounts and transactions are eliminated in consolidation.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

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~~Use~~TLG Acquisition One Corp.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2023

se of Estimates

The preparation of financial statements in conformity with GAAP

requires

the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Concentration of Credit Risk

~~Financial instruments that potentially subject~~The Company has significant cash balances at financial institutions which throughout the ~~Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may~~year regularly exceed the ~~Federal Deposit Insurance Corporation coverage~~federally insured limit of $250,000. AsAny loss incurred or a lack of ~~September 30, 2022~~access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and ~~December 31, 2021, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.~~cash flows.

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~~TLG Acquisition One Corp.~~

~~Notes to Unaudited Condensed Consolidated Financial Statements~~

~~September 30, 2022~~

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of ~~September 30,~~March 31, 2022 and December 31, ~~2021,~~2022, held outside of the Trust Account.

Investments Held in Trust Account

~~The~~Prior to December 28, 2022, the Company’s portfolio of investments held in the Trust Account iswas comprised of U.S.

~~Treasury~~

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185

days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented onin the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from cash and investments held in Trust Account in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed consolidated balance sheets, primarily due to their short-term nature, except for the derivative warrant liabilities (see Note 9).

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TLG Acquisition One Corp.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2023

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

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~~TLG Acquisition One Corp.~~

~~Notes to Unaudited Condensed Consolidated Financial Statements~~

~~September 30, 2022~~

~~Derivative~~erivative Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash

flow

, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is

re-assessed

at the end of each reporting period.

The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to

re-measurement

at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed consolidated statements of operations. The initial fair values of the Public Warrants and Private Placement Warrants have each been measured at fair value using a modified Black-Scholes option pricing model. The fair value of the Public Warrants and Private Placement Warrants have subsequently been determined using listed prices in an active market for such warrants. Derivative warrant liabilities are classified as

non-current

liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Working Capital Loan-Related Party

The Company has elected the fair value option to account for borrowings under the Working Capital Loan with its affiliates that are subject to conversion, as defined and more fully described in Note 4. As a result of applying the fair value option, the Company records each convertible tranche, when drawn, at fair value with a gain or loss recognized at issuance, and subsequent changes in fair value are recorded as change in the fair value of Working Capital Loan-related party on the

unaudited

condensed consolidated statements of operations. The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own estimates about the assumptions a market participant would use in pricing the liability.

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TLG Acquisition One Corp.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2023

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as

non-operating

expenses in the condensed consolidated statements of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as

non-current

liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021, 40,000,000~~2022, 7,948,405 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed consolidated balance sheets.

TLG Acquisition One Corp.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2023

Note

~~6-Class~~

6 — Class A Common Stock Subject to Possible Redemption

The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, there were ~~40,000,000~~7,948,405 shares of Class A common stock outstanding, all of which were subject to possible redemption.

~~The~~As of March 31, 2023 and December 31, 2022, the Class A common stock issued in the Initial Public Offering and issued as part of the Over-Allotment Units is recognized in Class A common stock subject to possible redemption as follows:

Gross proceeds from Initial Public Offering
   $ 400,000,000
Less:

Fair value of Public Warrants at issuance
   (24,533,330 )
Offering costs allocated to Class A common stock subject to possible redemption
   (21,284,250 )
Plus:

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~~TLG Acquisition One Corp.~~

~~Notes to Unaudited Condensed Consolidated Financial Statements~~

~~September 30, 2022~~

Accretion on Class A common stock subject to possible redemption amount
   45,817,580


Class A common stock subject to possible redemption as of December 31, 2021
   400,000,000
Increase in redemption value of Class A common stock subject to possible redemption
   1,505,838


Class A common stock subject to possible redemption as of September 30, 2022
   $ 401,505,838


Gross proceeds from Initial Public Offering	$	400,000,000
Less:
Fair value of Public Warrants at issuance		(24,533,330	)
Offering costs allocated to Class A common stock subject to possible redemption		(21,284,250	)
Plus:
Accretion on Class A common stock subject to possible redemption amount		45,817,580

Class A common stock subject to possible redemption, as of December 31, 2021		400,000,000

Plus:

Accretion on Class A common stock subject to possible redemption amount		4,101,927

Less:

Redemption of Class A common stock subject to possible redemption amount		(324,362,141	)
Class A common stock subject to possible redemption, as of December 31, 2022		79,739,786
Plus:
Accretion on Class A common stock subject to possible redemption amount		1,874,987

Class A common stock subject to possible redemption, as of March 31, 2023	$	81,614,773

Note

~~7-Stockholders’~~

7 — Stockholders’ Deficit

Preferred Stock

-The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s

Board.

As of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, there were no shares of preferred stock issued or outstanding.

Class

A Common Stock

-The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, there were ~~40,000,000~~7,948,405 shares of Class A common stock issued and outstanding. All shares subject to possible redemption have been classified as temporary equity (see Note 6).

Class

F Common Stock

-The Company is authorized to issue 20,000,000 shares of Class F common stock with a par value of $0.0001 per share. As of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, there were 5,000,000 and 10,000,000 shares of Class F common stock outstanding, after giving retrospective application of the stock dividend as discussed in Note 4.4, retrospectively. Of the 10,000,000 shares of Class F common stock initially issued, up to 1,250,000 shares of Class F common stock were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Initial Stockholders would collectively own 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. The underwriter exercised its

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TLG Acquisition One Corp.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2023

over-allotment option in full on February 1, 2021; thus, these 1,250,000 shares of Class F common stock are no longer subject to forfeiture. On January 30, 2023, in connection with the Extension, the Sponsors agreed that they would forfeit for no consideration 5,000,000 shares of Class F common stock in connection with the Extension, which shares of Class F common stock will be cancelled. The Forfeiture occurred.

The Amended and Restated Certificate of Incorporation provides that, prior to the initial Business Combination, only holders of the Founder Shares will have the right to vote on the election of directors. Holders of the Public Shares will not be entitled to vote on the election of directors during such time. These provisions of the Amended and Restated Certificate of Incorporation may only be amended if approved by holders of at least 90% of the outstanding common stock entitled to vote thereon. With respect to any other matter submitted to a vote of the stockholders, including any vote in connection with the initial Business Combination, except as required by applicable law or the applicable rules of the

New York Stock Exchange

then in effect, holders of the Founder Shares and holders of the Public Shares will vote together as a single class, with each share entitling the holder to one vote.

The Class F common stock will automatically convert into Class A common stock at the time of the initial Business Combination, or earlier at the option of the holder, on a

one-for-one

basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which shares of Class F common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class F common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class F common stock will equal, in the aggregate, on an

as-converted

basis, 20% of the sum of the total number of shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination.

Note 8 — Warrants

~~Table of Contents~~

~~TLG Acquisition One Corp.~~

~~Notes to Unaudited Condensed Consolidated Financial Statements~~

~~September 30, 2022~~

~~Note~~

~~8-Warrants~~

As of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, the Company had ~~an aggregate of 20,000,000 warrants outstanding, comprised of~~ 13,333,333 Public Warrants and 6,666,667 Private ~~Warrants.~~ Warrants outstanding, respectively.

Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of the Class A common stock until the warrants expire or are redeemed. If a registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the

Board,

, and in

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TLG Acquisition One Corp.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2023

the case of any such issuance to the initial stockholders or their respective affiliates, without taking into account any Founder Shares held by them, as applicable, prior to such issuance) (the “Newly Issued Price”), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be

non-redeemable

so long as they are held by the Sponsor, RBC or their permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor, RBC or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Redemption of warrants for cash:

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):

in whole and not in part;

at a price of $0.01 per warrant;

upon a minimum of 30 days’ prior written notice of redemption; and

if, and only if, the last reported sale price of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within

30-trading

day

period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the

30-day

redemption period. Any such exercise would not be on a “cashless” basis and would require the exercising holder to pay the exercise price for each warrant being exercised.

~~Table of Contents~~

~~TLG Acquisition One Corp.~~

~~Notes to Unaudited Condensed Consolidated Financial Statements~~

~~September 30, 2022~~

If the Company calls the warrants for redemption as described above, the management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.”

Redemption of warrants for Class A common stock:

Commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding warrants:

in whole and not in part;

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock;

if, and only if, the last reported sale price of Class A common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company send the notice of redemption to the warrant holders;

if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding Public Warrants, as described above; and

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TLG Acquisition One Corp.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2023

if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the

30-day

period after written notice of redemption is given.

The “fair market value” of Class A common stock for the above purpose shall mean the average last reported sale price of Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Note

~~9-Fair~~

9 — Fair Value Measurements

The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis

of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

~~September 30, 2022:~~

March 31, 2023:

Description

Quoted Prices
in Active
Markets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Other
Unobservable
Inputs
(Level 3)

Assets:

Investments held in Trust Account-Money market fund
   $ 402,112,433    $ —      $ —
Liabilities:

Derivative warrant liabilities-Public warrants
   $ 666,670    —      —
Derivative warrant liabilities-Private placement warrants
   $ —      $ 333,330    $
Working Capital Loan-related party
   $ —      $ —      $ 2,820,000

~~Table of Contents~~

~~TLG Acquisition One Corp.~~

~~Notes to Unaudited Condensed Consolidated Financial Statements~~

~~September 30, 2022~~


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Liabilities:

Derivative warrant liabilities - Public warrants	$	933,330	$	—	$	—
Derivative warrant liabilities - Private placement warrants	$	—	$	466,670	$	—
Working Capital Loan - related party	$	—	$	—	$	3,897,451

December 31, ~~2021:~~

2022:

Description

Quoted Prices
in Active
Markets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Other
Unobservable
Inputs
(Level 3)

Assets:

Investments held in Trust Account-Money market fund
   $ 400,023,684    $ —      $ —
Liabilities:

Derivative warrant liabilities-Public warrants
   $ 6,933,330    —      —
Derivative warrant liabilities-Private placement warrants
   $ —      $ —      $ 3,666,670
Working Capital Loan-related party
   $ —      $ —      $ 920,000


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Liabilities:

Derivative warrant liabilities - Public warrants	$	533,330	$	—	$	—
Derivative warrant liabilities - Private placement warrants	$	—	$	266,670	$	—
Working Capital Loan - related party	$	—	$	—	$	2,330,370

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants was transferred from a Level 3 measurement to a Level 1 fair value measurement in March 2021, upon trading of the Public Warrants in an active market. The estimated fair value of the Private Placement Warrants was transferred from a Level 3 to a Level 2 on January 1, 2022, as the key inputs to the valuation model became directly or indirectly observable from the Public Warrants listed price. There were no other transfers between levels of the hierarchy for the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 and the year ended December 31, ~~2021.~~2022.

Level 1 assets include investments in money market funds that invest solely in U.S. Treasury securities. Level 1 liabilities include Public Warrants which are recognized at fair value based on the listed price in an active market for such warrants.

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TLG Acquisition One Corp.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2023

The fair value of the Public Warrants and Private Placement Warrants was initially measured using a modified Black-Scholes option pricing model. The fair value of the Public Warrants and Private Placement Warrants has subsequently been determined using listed prices in an active market for such warrants.

The estimated fair value of the Private Placement Warrants, prior to being a Level 2 measurement, is determined using Level 3 inputs. Inherent in an option pricing simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common shares based on historical volatility of select peer companies’ common shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury

zero-coupon

yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

~~The first~~Up to $1.5 million in outstanding principal of the Working Capital Loan may be converted, at the lender’s option, into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants will be identical to the Private Placement Warrants. The Company has elected the fair value option to account for the borrowings under the Working Capital ~~Loan that are subject to conversion.~~Loan. The fair value of the ~~convertible portion of the Working Capital Loan~~working capital loan was ~~based on recent transactions~~estimated utilizing discounted cash flow techniques and estimated to approximate its principal value as of September 30, 2022 and December 31, 2021. As a result, there were no unobservable inputs that have been internally developed by the Company which need to be disclosed. The embedded conversion was determined to have de minimis value as of December 31, 2021, at each subsequent funding date and at September 30, 2022. The Company valued the embedded conversion option using a Black-Scholes option model assuming the warrants as the underlying. The traded price of the Public Warrants as of each measurement date was used as a proxy for the underlying warrant price.

The time to maturity was estimated based on management’s estimated time to close a Business Combination. The volatility was derived from the traded prices of the Public Warrants. The discounted value of the loan host ~~was considered to approximate its principal value given~~is based on observable high yield rates and management’s estimated probability of closing a Business Combination.

As of March 31, 2023 and December 31, 2022, all funds in the ~~expected short time to maturity.~~Trust Account are held as cash.

~~Table of Contents~~

~~TLG Acquisition One Corp.~~

~~Notes to Unaudited Condensed Consolidated Financial Statements~~

~~September 30, 2022~~

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:


	December 31, 2021			March 31, 2023			December 31, 2022
Exercise price	$	11.50
Stock price	$	9.73
Term (years)		5
Working Capital Loan:
Warrant price				$	0.04		$	0.04
Volatility		10.5	%		0.01	%		0.01	%
Risk-free rate		1.44	%		3.57	%		3.99	%
Discount rate					15.76	%		15.76	%
Probability of Business Combination					80.00	%		80.00	%
Term (years)					0.25			0.25

The change in the fair value of Level 3 liabilities for the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 is summarized as follows:


	Working Capital Loans- Related Party
Level 3 - Instruments December 31, 2022	$	2,330,370
Borrowings of working capital loan - related party		2,025,000
Change in fair value of working capital loan - related party		(457,919	)

Level 3 - Instruments at March 31, 2023	$	3,897,451

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TLG Acquisition One Corp.

   Derivative
Warrant
Liabilities    Working
Capital
Loans-
Related Party
Level 3 - Instruments January 1, 2021
   $ —      $ —
Issuance of Public and Private Placement Warrants
   38,400,000    —
Transfer of Public Warrants to Level 1
   (24,533,330 )    —
Change in fair value of derivative warrant liabilities
   (10,200,000 )    —
Working capital loan - related party
   —      920,000
Level 3 - Instruments at December 31, 2021
   3,666,670    920,000
Transfer of Private Placement Warrants from Level 3 to Level 2
   (3,666,670 )    —
Working capital loan - related party
   —      1,400,000




Level 3 - Instruments at March 31, 2022
   —      2,320,000
Working capital loan - related party
   —      500,000




Level 3 - Instruments at June 30, 2022
   $ —      $ 2,820,000
Level 3 - Instruments at September 30, 2022
   $ —      $ 2,820,000

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2023

The change in the fair value of Level 3 derivative warrant liabilities for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 is summarized as follows:

   Derivative
Warrant
Liabilities    Working Capital
Loans- Related
Party
Level 3 - Instruments January 1, 2021
   $ —      $ —
Issuance of Public and Private Placement Warrants
   38,400,000    —
Transfer of Public Warrants to Level 1
   (24,533,330 )    —
Change in fair value of derivative warrant liabilities
   200,000    —




Level 3 - Instruments at March 31, 2021
   14,066,670    —
Change in fair value of derivative warrant liabilities
   (6,066,670 )    100,000
Working capital loan - related party
   —    100,000

Level 3 - Instruments at June 30, 2021
   8,000,000    100,000
Change in fair value of derivative warrant liabilities
   (1,866,670 )    470,000




Level 3 - Instruments at September 30, 2021
   $ 6,133,330    $ 570,000


	Derivative Warrant Liabilities			Working Capital Loans- Related Party
Level 3 - Instruments December 31, 2021	$	3,666,670		$	920,000
Transfer of Private Placement Warrants from Level 3 to Level 2		(3,666,670	)		—
Working capital loan - related party		—			1,400,000

Level 3 - Instruments at March 31, 2022	$	—		$	2,320,000

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~~TLG Acquisition One Corp.~~

Note 10 — Subsequent Events

~~Notes to Unaudited Condensed Consolidated Financial Statements~~

~~September 30, 2022~~

~~Note~~

~~10-Subsequent~~

~~Events~~

The Company evaluated subsequent events and transactions that occurred after the unaudited condensed consolidated balance ~~sheet~~sheets date up to the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, other than the below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.

Trading in the Company’s warrants issued in connection with its IPO (the “Public Warrants”) was suspended on November 4, 2022, based on “abnormally low” price levels, pursuant to Section 802.01D of the New York Stock Exchange (“NYSE”) Listed Company Manual. The NYSE will apply to the SEC to delist the Public Warrants upon completion of all applicable procedures, including any appeal by us of the NYSE’s decision.

~~Proposed Business Combination~~

On ~~November 1~~

~~, 2022,~~April 26, 2023, the Company ~~entered into a Merger Agreement (as amended, supplemented or otherwise modified from time to time in accordance with its terms,~~borrowed $550,000 against the ~~“Merger Agreement”) with Electriq Power, Inc., a Delaware Corporation (“Electriq”), as disclosed in a Current Report on Form 8-K as filed with~~Working Capital Loan. As of this filing the ~~SEC by~~total amount borrowed against the Working Capital Loan was $5,595,000 and $2,405,000 was available for withdrawal.

On May 1, 2023, the Company ~~on November 14, 2022.~~

Ifdeposited $476,904 into the transactions contemplated by the Merger Agreement are completed (the “Transactions”), Electriq will survive such merger as a wholly owned subsidiary of the Company (the “Merger”). As a result of the Merger, and upon consummation of the Merger and the other Transactions contemplated by the Merger Agreement (together with the Merger, the “Proposed Business Combination”), the separate corporate existence of Electriq will cease and the holders of Electriq common stock, preferred stock, options and warrants will become equityholders of the Company, which will change its name to “Electriq Power Holdings, Inc.”Trust Account in ~~connection with the Proposed Business Combination.~~

~~For additional information regarding the Merger Agreement and the Transactions contemplated therein, see the Current Report on Form 8-K as filed with the SEC by the Company on November 14, 2022.~~

~~Extension Proposal~~

The Company intends to seek an extension of the date by which it must consummate a Business Combination as the Board currently believes that there will not be sufficient time before February 1, 2023 to complete a Business Combination. On November 3, 2022, the Company filed a preliminary proxy statement on Schedule 14A with the SEC for the purposes of seeking its stockholder approvalorder to extend the ~~Combination Period from February~~business combination deadline to June 1, 2023.

On May 10, 2023, the Company received notice that RBC Capital Markets, LLC is waiving their rights to ~~May 1, 2023 (the date that is 27 months from~~receive the ~~closing date of~~Deferred Discount as defined in the ~~IPO) (the “Amended Date”) and on a monthly basis up to three times from the Amended Date to August 1, 2023 (the date that is 30 months from the closing date of the IPO).~~Underwriting Agreement.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

References to the “Company,” “TLG Acquisition One Corp.,” “our,” “us” or “we” refer to TLG Acquisition One Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited interim condensed consolidated financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange ~~Act.~~Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, ~~2021, our Quarterly Reports on Form~~ ~~10-Q~~ ~~for the periods ending March 31, 2022 and June 30,~~ 2022 and our other SEC filings. Any of those factors could result in a significant material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

Overview

We are a blank check company incorporated in Delaware on October 2, 2020. We were formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.

Our sponsor is TLG Acquisition Founder LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for our Initial Public Offering was declared effective on January 27, 2021. On February 1, 2021, we consummated our Initial Public Offering of 40,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 5,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $400.0 million, and incurring offering costs of approximately $22.7 million, of which $14.0 million was for deferred underwriting commissions.

Simultaneously with the closing of the Initial Public Offering, we consummated the private placement (“Private Placement”) of 4,666,667 and 2,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) to the Sponsor and RBC Capital Markets, LLC, in its capacity as a purchaser of Private Placement Warrants (“RBC”), respectively, at a price of $1.50 per Private Placement Warrant, generating total proceeds of $10.0 million.

Upon the closing of the Initial Public Offering and the Private Placement, $400.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement ~~was~~were placed in a trust account (the “Trust Account”), and ~~will be~~until December 28, 2022, were invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act, as determined by ~~us, until the earlier of: (i) the completion~~us. On December 28, 2022, we liquidated our portfolio of ~~a Business Combination and (ii) the distribution of~~investments held in the Trust Account ~~as described below.~~and converted it into cash held in the Trust Account.

2225

Our management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that we will be able to complete a Business Combination successfully. We must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if any, and excluding the amount of any deferred underwriting discount held in trust) at the time of the agreement to enter into the initial Business Combination. However, we will only complete a Business Combination if the post-business combination company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

If we are unable to complete a Business Combination ~~within 24 months from the closing of the Initial Public Offering, or February~~by June 1, 2023 (as such period may be extended ~~pursuant~~ to ~~a stockholder vote,~~August 1, 2023, the “Combination Period”), we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Trust Account Redemptions and Extension of Combination Period

On December 19, 2022, we held a special meeting of stockholders at which such time our stockholders approved the proposal to amend our amended and restated certificate of incorporation giving the Company the right to extend the Business Combination deadline 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 “Extension”). The Company has elected to extend the Business Combination deadline four times and has deposited $476,904 for each monthly extension, or approximately $1.9 million in the aggregate, into the Trust Account in order to extend the Business Combination deadline to June 1, 2023.

In connection with such vote, the holders of an aggregate of 32,051,595 Public Shares exercised their right to redeem their shares for an aggregate of approximately $324.4 million in cash held in the Trust Account. Additionally, upon shareholder approval of the Extension, our Sponsor agreed that they would forfeit for no consideration 5,000,000 shares of Class F common stock in connection with the Extension, which shares of Class F common stock will be cancelled (the “Forfeiture”). The Forfeiture occurred on January 30, 2023.

Proposed Business Combination

On November 13, 2022, we entered into a Merger Agreement (as amended by that First Amendment to Merger Agreement, dated December 23, 2022, the Second Amendment to Merger Agreement, dated March 22, 2023, and as it may be further amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”) with Electriq Power, Inc., a Delaware Corporation (“Electriq”), as disclosed in a Current Report on Form 8-K as filed with the U.S. Securities and Exchange Commission (the “SEC”) by the Company on November 14, ~~2022~~2022.

If the transactions contemplated by the Merger Agreement are completed (the “Transactions”), Electriq will survive such merger as a wholly owned subsidiary of the Company (the “Merger”). As a result of the Merger, and upon consummation of the Merger and the other Transactions contemplated by the Merger Agreement (together with the Merger, the “Proposed Business Combination”), the separate corporate existence of Electriq will cease and the holders of Electriq common stock, preferred stock, options and warrants will become equityholders of the Company, which will change its name to
~~“Electriq~~ “Electriq Power Holdings, Inc.” in connection with the Proposed Business Combination.

Effective as of April 10, 2023, Truist Securities, Inc. resigned and withdrew from its role as financial advisor and structuring agent to the Company and waived its entitlement to all fees and expense reimbursements in connection with the Business Combination. Effective as of May 10, 2023, RBC waived its entitlement to the deferred underwriting commissions payable in connection with the Initial Public Offering in the amount of $14,000,000.

For additional information regarding the Merger Agreement and the Transactions contemplated therein, see the Current ~~Report~~Reports on Form 8-K as filed with the SEC by the Company on November 14, ~~2022.~~2022, December 23, 2022 and March 23, 2023.

Liquidity and Going Concern

As of ~~September 30, 2022,~~March 31, 2023, we had ~~approximately $242,000~~$15,406 in our operating bank account and a working capital deficit of ~~approximately $5.1~~$9,280,411 million (excluding income and franchise taxes).

Our liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from our Sponsor to cover certain of our offering costs in exchange for issuance of Class F common stock, and a loan from our Sponsor of approximately $192,000 under a promissory note. We repaid the promissory note in full upon consummation of the Private Placement. Subsequent to the consummation of the Initial Public Offering, our liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, loan us working capital loans as may be required. The Sponsor and the Company executed a non-interest-bearing promissory note in May 2021, providing the Company the ability to borrow up to $2,000,000 (the “Original Note”). In March 2022, the Sponsor and the Company amended and restated the Original Note, providing the Company the ability to borrow up to $5,000,000. On September 29, 2022, the Sponsor and the Company amended the Working Capital Loan, providing the Company the ability to borrow up to $8,000,000. The Company has drawn ~~approximately $2.8 million~~$5,045,000 under such loans as of ~~September 30, 2022.~~March 31, 2023.

In connection with our assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements-Going Concern,” we have determined that the liquidity condition, mandatory liquidation and subsequent dissolution raises substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after ~~February~~June 1, 2023 (as such period may be extended pursuant to a stockholder vote). The condensed consolidated financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern.

We intend to seek an extension of the date by which we must consummate a Business Combination as our Board currently believes that there will not be sufficient time before February 1, 2023 to complete a Business Combination. On November 3, 2022, we filed a preliminary proxy statement on Schedule 14A with the SEC for the purposes of seeking stockholder approval to extend the Combination Period from February 1, 2023 to May 1, 2023 (the date that is 27 months from the closing date of the IPO) (the “Amended Date”) and on a monthly basis up to three times from the Amended Date to August 1, 2023 (the date that is 30 months from the closing date of the IPO).

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on our financial position, results of our operations and/or search for a target company, the specific impact is not readily determinable as of the date of the condensed consolidated financial statements. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any share redemption or other share repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent we would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise will depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by us and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in our ability to complete a Business Combination.

Results of Operations

Our entire activity from inception up to ~~September 30, 2022~~March 31, 2023 was in preparation for our formation and the Initial Public Offering and, after the Initial Public Offering, identifying a target company for a Business Combination. We do not expect to be generating any operating revenues until the closing and completion of our initial Business Combination.

For the three months ended ~~September 30, 2022,~~March 31, 2023, we had net ~~income~~loss of ~~approximately $291,000,~~$1,103,508, which consisted of ~~approximately $1.8 million~~$612,374 in interest income from investments held in the trust account, partially offset by $1,405,702 in general and administrative expenses, non-operating ~~income~~expense of ~~approximately $600,000~~$142,081 resulting from changes in fair value of derivative warrant liabilities ~~partially offset by approximately $1.7 million~~and convertible note, $118,099 in ~~general~~income tax expense and ~~administrative expenses,~~ $50,000 in franchise ~~tax expense and approximately $369,000 in income~~ tax expense.

For the three months ended ~~September 30, 2021,~~March 31, 2022, we had net income of ~~approximately $4.7 million,~~$6,449,070, due largely to a noncash gain resulting from changes in fair value of derivative warrant liabilities of ~~approximately $4.9 million,~~$6,600,000, partially offset by operating expenses of ~~approximately $236,000. Operating expenses consisted of approximately $161,000 in general~~$94,733 and ~~administrative expenses, $22,000 in general and administrative expenses with related parties and approximately $60,000 in franchise tax expenses.~~

For the nine months ended September 30, 2022, we had net income of approximately $9.5 million, which consisted of approximately $2.4 million in interest income from investments held in the trust account and ~~non-operating~~ income of approximately $9.6 million resulting from changes in fair value of derivative warrant liabilities, partially offset by approximately $1.9 million in general and administrative expenses, approximately $189,000$88,844 in franchise tax expense ~~and approximately $427,000 in income tax expense.~~

For the nine months ended September 30, 2021, we had net income of approximately $15.8 million, due largely to a noncash gain resulting from changes in fair value of derivative warrant liabilities of approximately $20.8 million, partially offset by a ~~non-operating~~ expense of approximately $1.4 million related to offering costs for derivative warrant liabilities and operating expenses of approximately $3.6 million. Operating expenses consisted of approximately $3.3 million in general and administrative expenses, $57,000 in general and administrative expenses with related parties and approximately $207,000 in franchise tax expenses..

Contractual Obligations

Administrative Support Agreement

We entered into an agreement with an affiliate of the Sponsor, pursuant to which we agreed to pay a total of $7,000 per month for office space, administrative and support services to such affiliate. Upon completion of the initial

Business Combination or the liquidation, we will cease paying these monthly fees. We incurred $21,000 and $21,000 in general and administrative expenses related to the agreement, which is recognized in the accompanying condensed consolidated statements of operations for the three months ended ~~September 30,~~March 31, 2023 and 2022, and 2021, respectively. We incurred $62,500 and $56,000 in general and administrative expenses related to the agreement, which is recognized in the accompanying condensed consolidated statements of operations for the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022 and December, 2021, there was $0 and $35,000 in accounts payable related to this agreement, respectively.

The Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any reasonable out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. Our audit committee will review on a quarterly basis all payments that were made by us to the Sponsor, officers, directors or any of their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of reasonable out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

Underwriting Agreement

We granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 5,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriter exercised its over-allotment option in full on February 1, 2021.

The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $8.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters were entitled to a deferred fee of $0.35 per Unit, or $14.0 million in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement. Effective as of May 10, 2023, RBC, the sole underwriter of the Initial Public Offering, waived its entitlement to the deferred underwriting fee of $14.0 million.

Critical Accounting ~~Policies~~Estimates

Derivative Warrant Liabilities

We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to the FASB ASC Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The ~~preparation of financial statements~~warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ~~accounting principles generally accepted~~ASC 815. Accordingly, we recognized the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the ~~United States~~Company’s consolidated statements of ~~America requires management~~operations. The initial fair value of the Public Warrants and Private Placement Warrants have each been measured at fair value using a modified Black-Scholes option pricing model. The fair value of the Public Warrants and Private Placement Warrants has subsequently been determined using listed prices in an active market for such warrants. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. A summary of our significant accounting policies is included in Note 2 to our condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report. Certain of our accounting policies are considered critical, as these policies are the most important to the depiction of our condensed consolidated financial statements and require ~~significant, difficult or complex judgments, often employing~~ the use of current assets or require the creation of current liabilities. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Working Capital Loan-Related Party

We have elected the fair value option to account for borrowings under the Working Capital Loan with our affiliates. As a result of applying the fair value option, we recognize each borrowing, when drawn, at fair value with a gain or loss recognized at issuance, and subsequent changes in fair value are recognized as change in the fair value of Working Capital Loan-related party in the consolidated statements of operations. The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own estimates about the ~~effects of matters that are inherently uncertain. Such policies are summarized~~assumptions a market participant would use in pricing the ~~Management’s Discussion and Analysis of Financial Condition and Results of Operations section in our Annual Report on Form~~ ~~10-K~~ ~~filed with the SEC on March 25, 2022. There have been no significant changes in the application of our critical accounting policies during the nine months ended September 30, 2022.~~liability.

Recent Accounting Pronouncements

See Note 2 to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report for a discussion of recent accounting pronouncements.

Off-Balance Sheet Arrangements

As of ~~September 30, 2022,~~March 31, 2023, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

JOBS Act

The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting

standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, the condensed consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended ~~September 30, 2022,~~March 31, 2023, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer has concluded that during the period covered by this report, our disclosure controls and procedures were effective as of ~~September 30, 2022.~~March 31, 2023.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended ~~September 30, 2022~~March 31, 2023 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

2630

PART II-OTHER INFORMATION

Item 1.

Legal Proceedings.

None.

Item 1A.

Risk Factors.

As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC on March ~~25, 2022 and updated in our Quarterly Report on Form~~ ~~10-Q~~ ~~filed with the SEC on May 16, 2022,~~20, 2023, other than as described below. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, notTruist Securities, Inc. has resigned from its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any share redemption or other share repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent we would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise will depend on a number of factors, including (i) the fair market value of the redemptions and repurchasesfinancial advisory role in connection with the Business Combination ~~extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature~~ and ~~amount of any “PIPE” or other equity issuances~~its structuring agent role in connection with athe financings related to the Business Combination, ~~(or otherwise issued~~and investors should not put any reliance on the fact that any such investment bank was involved with any aspect of the Business Combination. Although not formally retained in connection with athe Business Combination, ~~but issued within~~RBC has waived its entitlement to the ~~same taxable year of a Business Combination)~~deferred underwriting commissions payable in connection with our Initial Public Offering.

Effective April 10, 2023, Truist Securities, Inc. (“Truist”) resigned from, and ~~(iv) the content of regulations~~ceased or refused to act in, every capacity and other guidance from the Treasury. In addition, because the excise tax would be payable by us and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reductionrelationship in which it was described in the ~~cash available~~Registration Statement on ~~hand to complete a~~Form S-4 filed in connection with the Business Combination and the proxy statement contained therein (collectively, the “Registration Statement / Proxy Statement”) and waived all rights to all fees under its engagement letter with TLG. Effective as of May 10, 2023, RBC, the sole underwriter of the Initial Public Offering, resigned from, or ceased or refused to act in, ~~our~~every capacity and relationship in which it was described in the Registration Statement/Proxy Statement and waived its entitlement to the deferred underwriting fee of $14.0 million. Neither Truist nor RBC provided a reason for its resignation and neither TLG nor Electriq will speculate as to their motivations for resigning their respective roles. Neither Truist nor RBC communicated to TLG or Electriq, and neither TLG nor Electriq are aware, that the resignations were the result of any dispute or disagreement with TLG or Electriq, including any disagreement relating to the disclosure in the Registration Statement/Proxy Statement, the scope of their respective engagements or their ability to complete asuch engagements, or any matter relating to TLG’s or Electriq’s operations, prospects, policies, procedures or practices. The primary services rendered by Truist in connection with the Business Combination included serving as financial advisor to our board of directors, structuring agent in connection with the financings related to the Business Combination, supporting the preparation of the investor presentations at the direction of TLG’s management and providing general advisory services in the context of proposed targets of TLG. RBC had not been formally retained in connection with the Business Combination.

Truist and RBC waived their entitlement to certain fees which would be owed upon completion of the Business Combination, which were comprised of approximately $3.3 million for Truist, as a financial advisory fee, and $14.0 million for RBC, as a deferred underwriting fee. Such a fee waiver for services already rendered is unusual. The waiver of these fees will result in a reduction of costs after the closing of the Business Combination. Aside from underwriting fees paid to RBC in connection with our Initial Public Offering, neither Truist nor RBC has received any fees in connection with the Business Combination, notwithstanding that their services have been largely complete and, as such, their fee waiver could be characterized as gratuitous upon completion of the Business Combination.

Truist claims no remaining role in the Business Combination and has disclaimed any responsibility for any portion of the Registration Statement/Proxy Statement filed by TLG with the SEC. RBC has also has disclaimed any responsibility for any portion of the Registration Statement/Proxy Statement. Furthermore, TLG and, following completion of the Business Combination, the surviving company, will remain liable for the provisions of the engagement letter with Truist and the underwriting agreement with RBC that survive their resignation, including, for example, with respect to indemnity and contribution.

It is the understanding of both TLG and Electriq that the SEC has received similar resignation letters from investment banks in connection with other business combination transactions involving special purpose acquisition companies. When a financial institution is named in a registration statement, it may presume a level of due diligence and independent analysis on the part of such financial institution ordinarily associated with a professional engagement. The withdrawal of Truist and the waiver of the deferred underwriting commissions by RBC indicates that they do not want to be associated with the disclosure or the underlying business analysis related to this transaction, and the resignation of these banks from other business combination transactions involving special purpose acquisition companies indicates that they do not want to be associated with such disclosure or business analysis for any companies undergoing such transactions. Investors should not place any reliance upon the fact that any of Truist of RBC previously were involved with the Business Combination.

Because Truist’s financial advisory services on the Business Combination were substantially complete, and RBC never rendered any such financial advisory services on the Business Combination, TLG and Electriq do not believe that these resignations will impact in any way the consummation of the Business Combination and neither TLG nor Electriq expects to hire additional financial advisors in connection with the Business Combination. Nonetheless, it is possible that Truist’s resignation or RBC’s waiver may adversely affect market perception of the Business Combination generally. If market perception of the Business Combination is negatively impacted, an increased number of TLG stockholders may vote against the proposed Business Combination or seek to redeem their shares for cash.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities.

Simultaneously with the closing of the Initial Public Offering, we consummated the Private Placement of 4,666,667 and 2,000,000 Private Placement Warrants to the Sponsor and RBC, respectively, at a price of $1.50 per Private Placement Warrant, generating total proceeds of $10.0 million. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

In connection with the Initial Public Offering, our sponsor had agreed to loan us an aggregate of up to $300,000 pursuant to a promissory note. This loan is non-interest bearing and payable on the consummation of the Initial Public Offering. We borrowed an aggregate of $192,000 under a promissory note. We repaid the promissory note in full upon consummation of the Private Placement.

Of the gross proceeds received from the Initial Public Offering and the full exercise of the option to purchase additional Shares, $400,000,000 was placed in the Trust Account. ~~The~~From the closing of the Initial Public Offering until December 28, 2022, the net proceeds of the Initial Public Offering and certain proceeds from the Private Placement ~~are~~were invested in U.S. government treasury bills with a maturity of ~~180~~185 days or less and in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. On December 28, 2022, we liquidated our portfolio of investments held in the Trust Account and converted it into cash held in the Trust Account.

We paid a total of approximately $8.7 million in underwriting discounts and commissions related to the Initial Public Offering. In addition, the underwriters agreed to defer $14.0 million in underwriting discounts and commissions.

Item 3.

Defaults upon Senior Securities.

None.

Item 4.

Mine Safety Disclosures.

Not applicable.

Item 5.

Other Information.

None.

Item 6.

Exhibits.


Exhibit Number		Description

31.1* 2.1		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., Eagle Merger Corp. and Electriq Power, Inc. (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-39948), filed with the U.S. Securities and Exchange Commission on March 22, 2023)

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

10.2		Form of First Amendment to Lock-up Agreement, dated as of March 22, 2023, by and among TLG Acquisition One Corp., Electriq Power, Inc. and certain stockholders of TLG Acquisition One Corp. and Electriq Power, Inc. (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-39948), filed with the U.S. Securities and Exchange Commission on March 22, 2023).

31.1		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2* 31.2		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document-the XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document


104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

2933

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

3034


	September 30, 2022			December 31, 2021
Assets:
Current assets:
Cash	$	242,304		$	48,491
Prepaid expenses		413,132			105,654

Total current assets		655,436			154,145
Investments held in Trust Account		402,112,433			400,023,684

Total Assets	$	402,767,869		$	400,177,829

Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit:
Current liabilities:
Accounts payable	$	167,288		$	48,917
Accrued expenses		2,770,245			2,428,864
Working capital loan—related party		2,820,000			920,000
Income tax payable		426,868			—
Franchise tax payable		30,000			121,425

Total current liabilities		6,214,401			3,519,206
Derivative warrant liabilities		1,000,000			10,600,000
Deferred underwriting commissions		14,000,000			14,000,000

Total Liabilities		21,214,401			28,119,206

Commitments and Contingencies

Class A common stock subject to possible redemption, $0.0001 par value; 40,000,000 shares at redemption value of approximately $10.04 and $10.00 per share as of September 30, 2022 and December 31, 2021		401,505,838			400,000,000

Stockholders’ Deficit:

Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of September 30, 2022 and December 31, 2021		—			—
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; no non-redeemable shares issued and outstanding as of September 30, 2022 and December 31, 2021 , respectively (excluding 40,000,000 shares subject to possible redemption)		—			—
Class F common stock, $0.0001 par value; 20,000,000 shares authorized; 10,000,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021		1,000			1,000
Additional paid-in capital		—			—
Accumulated deficit		(19,953,370	)		(27,942,377	)

Total stockholders’ deficit		(19,952,370	)		(27,941,377	)

Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit	$	402,767,869		$	400,177,829


	For The Three Months Ended September 30,						For The Nine Months Ended September 30,
	2022			2021			2022			2021
General and administrative expenses	$	1,676,761		$	161,058		$	1,835,743		$	3,337,532
General and administrative expenses—related party		21,000			22,000			62,500			57,000
Franchise tax expenses		50,000			59,808			188,844			207,119

Loss from operations		(1,747,761	)		(242,866	)		(2,087,087	)		(3,601,651	)
Offering costs associated with derivative warrant liabilities		—			—			—			(1,413,340	)
Change in fair value of derivative warrant liabilities		600,000			4,933,340			9,600,000			20,800,000
Income from investments held in Trust Account		1,808,010			6,145			2,408,800			16,098

Net income before income taxes		660,249			4,696,619			9,921,713			15,801,107
Income tax expense		(369,182	)		—			(426,868	)		—

Net income	$	291,067		$	4,696,619		$	9,494,845		$	15,801,107

Weighted average shares outstanding of Class A common stock		40,000,000			40,000,000			40,000,000			35,457,875

Basic and diluted net income per share, Class A common stock	$	0.01		$	0.09		$	0.19		$	0.35

Weighted average shares outstanding of Class F common stock, basic		10,000,000			10,000,000			10,000,000			9,858,059

Basic net income per share, Class F common stock	$	0.01		$	0.09		$	0.19		$	0.35

Weighted average shares outstanding of Class F common stock, diluted		10,000,000			10,000,000			10,000,000			10,000,000

Diluted net income per share, Class F common stock	$	0.01		$	0.09		$	0.19		$	0.35


	Common Stock								Additional Paid-In Capital			Accumulated Deficit			Total Stockholders’ Deficit
	Class A				Class F
	Shares		Amount		Shares		Amount
Balance—December 31, 2021		—	$	—		10,000,000	$	1,000	$	—		$	(27,942,377	)	$	(27,941,377	)
Net income		—		—		—		—		—			6,449,070			6,449,070

Balance—March 31, 2022 (unaudited)		—		—		10,000,000		1,000		—			(21,493,307	)		(21,492,307	)
Increase in redemption value of Class A common stock subject to possible redemption		—		—		—		—		—			(117,010	)		(117,010	)
Net income		—		—		—		—		—			2,754,708			2,754,708

Balance—June 30, 2022 (unaudited)		—		—		10,000,000		1,000		—			(18,855,609	)		(18,854,609	)
Increase in redemption value of Class A common stock subject to possible redemption		—		—		—		—		—			(1,388,828	)		(1,388,828	)
Net income		—		—		—		—		—			291,067			291,067

Balance—September 30, 2022 (unaudited)		—	$	—		10,000,000	$	1,000	$	—		$	(19,953,370	)	$	(19,952,370	)


FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021
	Common Stock								Additional Paid-In Capital			Accumulated Deficit			Total Stockholders’ Deficit
	Class A				Class F
	Shares		Amount		Shares		Amount
Balance—January 1, 2021		—	$	—		10,000,000	$	1,000	$	24,000		$	(3,329	)	$	21,671
Accretion of Class A common stock subject to possible redemption amount		—		—		—		—		(24,000	)		(45,861,780	)		(45,885,780	)
Net income		—		—		—		—		—			11,072,129			11,072,129

Balance—March 31, 2021 (unaudited)		—		—		10,000,000		1,000		—			(34,792,980	)		(34,791,980	)
Net income		—		—		—		—		—			32,359			32,359

Balance—June 30, 2021 (unaudited)		—		—		10,000,000		1,000		—			(34,760,621	)		(34,759,621	)
Net income		—		—		—		—		—			4,696,619			4,696,619

Balance—September 30, 2021 (unaudited)		—	$	—		10,000,000	$	1,000	$	—		$	(30,064,002	)	$	(30,063,002	)


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account-Money market fund	$	402,112,433	$	—	$	—
Liabilities:
Derivative warrant liabilities-Public warrants	$	666,670		—		—
Derivative warrant liabilities-Private placement warrants	$	—	$	333,330	$
Working Capital Loan-related party	$	—	$	—	$	2,820,000


	Derivative Warrant Liabilities			Working Capital Loans- Related Party
Level 3 - Instruments January 1, 2021	$	—		$	—
Issuance of Public and Private Placement Warrants		38,400,000			—
Transfer of Public Warrants to Level 1		(24,533,330	)		—
Change in fair value of derivative warrant liabilities		(10,200,000	)		—
Working capital loan - related party		—			920,000
Level 3 - Instruments at December 31, 2021		3,666,670			920,000
Transfer of Private Placement Warrants from Level 3 to Level 2		(3,666,670	)		—
Working capital loan - related party		—			1,400,000

Level 3 - Instruments at March 31, 2022		—			2,320,000
Working capital loan - related party		—			500,000

Level 3 - Instruments at June 30, 2022	$	—		$	2,820,000
Level 3 - Instruments at September 30, 2022	$	—		$	2,820,000


	Derivative Warrant Liabilities			Working Capital Loans- Related Party
Level 3 - Instruments January 1, 2021	$	—		$	—
Issuance of Public and Private Placement Warrants		38,400,000			—
Transfer of Public Warrants to Level 1		(24,533,330	)		—
Change in fair value of derivative warrant liabilities		200,000			—

Level 3 - Instruments at March 31, 2021		14,066,670			—
Change in fair value of derivative warrant liabilities		(6,066,670	)		100,000
Working capital loan - related party		—			100,000

Level 3 - Instruments at June 30, 2021		8,000,000			100,000
Change in fair value of derivative warrant liabilities		(1,866,670	)		470,000

Level 3 - Instruments at September 30, 2021	$	6,133,330		$	570,000

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Emerging growth company