UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒

Filed by a party other than the Registrant  ☐

Check the appropriate box:

TLG Acquisition One Corp.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

PRELIMINARY PROXY STATEMENT — STATEMENT—SUBJECT TO COMPLETION DATED NOVEMBER 3, 2022JUNE 26, 2023

TLG ACQUISITION ONE CORP.

515 North Flagler Drive, Suite 520

West Palm Beach, FL 33401

NOTICE OF SPECIAL MEETING TO

TO BE HELD ON [●], 20222023

TO THE STOCKHOLDERS OF TLG ACQUISITION ONE CORP.:

You are cordially invited to attend the special meeting (the “special meeting”) of stockholders of TLG Acquisition One Corp. (the “Company,” “we,” “us” or “our”),to be held at [●10:00 a.m. Eastern time, on [●], on [●], 2022. The2023. A live webcast of the special meeting will be held virtually,available online at https://www.cstproxy.com/tlgacquisitionone/2022.www.proxydocs.com/TLGA. At the special meeting, the stockholders will consider and vote upon the following proposals:

Each of the New Extension Amendment Proposal, the New Trust Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement. The special meeting will be a virtual meeting. You will be able to attend and participate in the special meeting online by visiting https://www.cstproxy.com/tlgacquisitionone/2022.www.proxydocs.com/TLGA. Please see “Questions and Answers about the Special Meeting-HowMeeting—How do I attend the virtual special meeting?” for more information.

The sole purpose of the New Extension Amendment and the New Trust Amendment is to provide the Company with sufficient time to complete a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similarits previously announced business combination involving(the “BusinessCombination”) with Electriq Power, Inc., a Delaware corporation (“Electriq”). On November 13, 2022, the Company, Eagle Merger Corp., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), entered into a Merger Agreement (as amended by the First Amendment to Merger Agreement dated December 23, 2022, the Second Amendment to Merger Agreement dated March 22, 2023, the Third Amendment to Merger Agreement dated June 8, 2023 and as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), with Electriq, pursuant to which Merger Sub will merge with and into Electriq, with Electriq surviving such merger as a wholly-owned subsidiary of the Company. The Merger Agreement provides a covenant pursuant to which the Company must use commercially reasonable efforts to extend the deadline to consummate its business combination as necessary. While the Company and one or more businesses (a “business combination”). While wethe other parties to the Merger Agreement are currently in discussions with respectworking towards satisfaction of the conditions to a business combination,completion of the Business Combination, the Company’s board of directors (the “Board”) currently believes that there willmay not be sufficient time before FebruaryAugust 1, 2023 to complete an initial business combination (the “Combination Period”). Accordingly, our Board believes that the New Extension is necessary in order to be able to consummate anthe Business Combination. The Board believes that the initial business combination.combination opportunity with Electriq is compelling and in the best interests of our stockholders. Therefore, our Board has determined that it is in the best interests of our stockholders to extend the date by which the Company must consummate a business combination to the Extended Date in order to provide our stockholders with the opportunity to participate in the prospective investment. InFor more information regarding the event that we enter into a definitive agreement for an initial business combination prior toBusiness Combination and the special meeting, we will issue a press release and file aMerger Agreement, please read the Company’s Current ReportReports on Form 8-K relating to the Business Combination that were filed with the United StatesU.S. Securities and Exchange Commission announcingon November 14, 2022, December 23, 2022, March 23, 2023 and June 14, 2023, including the proposed business combination. complete text of the Merger Agreement and related amendments provided as exhibits thereto, and the preliminary joint proxy statement/consent solicitation statement/prospectus included in the Registration Statement on Form S-4 that the Company initially filed on November 14, 2022, as amended by Amendment No. 1, filed on December 23, 2022, Amendment No. 2, filed on March 24, 2023 and Amendment No. 3, filed on June 8, 2023, in connection with the stockholder vote for the Merger Agreement, as it may be amended or supplemented from time to time. If the closing of the Business Combination occurs prior to the scheduled date of the special meeting, the special meeting will be cancelled and will not be held.

The purpose of the Adjournment Proposal is to allow the Company to adjourn the special meeting to a later date or dates if we determine that additional time is necessary to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the New Extension Amendment Proposal and the New Trust Amendment Proposal or if we determine that additional time is necessary to satisfy any condition to the implementation of the New Extension or to effectuate the New Extension. Each ofIf the Company, TLG Acquisition Founder LLC or any of their respective affiliates (the “Contributors”) have agreed that if theNew Extension Amendment Proposal and the New Trust Amendment Proposal are approved, theyTLG Acquisition Founder LLC (the “Sponsor”) will contribute tolend the trust account $0.1000 for each issued and outstanding public share that has not been redeemed forCompany the initial three-month Extension and $0.0333lesser of (i) an aggregate of $120,000 or (ii) $0.03 for each issued and outstanding public share that has not been redeemed for each subsequent one-month Extension, paidprovided on a month-to-month and as-needed basis and the Company will contribute such funds to the trust account (each being referred to herein as a “NewContribution”), upon five days’ advance notice prior to the applicable deadlines, to extend the Combination Period for an additional one (1) month period each time, up to three (3)five (5) times, until AugustJanuary 1, 2023.2024. In connection with the New Extension Amendment, if there is (i) no redemption of the public shares, each New Contribution will be $120,000, or approximately $0.015 per share, (ii) a 50% redemption of the public shares, each New Contribution will be approximately $119,226, or approximately $0.03 per share and (iii) an 80% redemption of the public shares, each New Contribution will be approximately $47,690, or $0.03 per share. The Board has determined that, given the Company’s expenditure of time, efforts and money on identifying suitable target business and completion of a business combination, it is in the best interests of its stockholders to approve the New Extension Amendment and the New Trust Amendment. Each New Contribution will be deposited in the trust account within two business days prior to the beginning of the additional extension period (or portion thereof), other than the first Contribution which will be made on the day of the approval of the Trust Amendment Proposal.. If the Company extends the time to complete a business combination to AugustJanuary 1, 2023,2024, the ContributorsSponsor would make aggregate Contributionsloans to the Company in connection with such extensions in the amount of $[7,996,000]$600,000 (assuming no more than 3,948,405 public shares are redeemed). to fund the New Contributions.

The ContributorsCompany will not make any New Contribution unless the New Extension Amendment Proposal and the New Trust Amendment Proposal are both approved and the Combination Period is extended. TheAny loan from the Sponsor to fund the New Contribution(s) will not bear any interest. The ContributionsSuch loans will not be lostrepaid if the Company is unable to consummate an initial business combination except to the extent of any funds held outside of the trust account. If the Company completes an initial business combination, Sponsor has agreed to convert the amounts borrowed from the Sponsor to fund the New Contributions into equity of the combined company at the closing of the Business Combination. The Company will have the sole discretion whether to continue extending the time to complete a business combination until the Extended Date, and if the Company determines not to continue extending for an additional period, any obligation to make additional New Contributions will terminate. If this occurs, or if the Company’s board of directors otherwise determines that the Company will not be able to consummate an initial business combination by the Extended Date and does not wish to seek an additional Extension, the Company would wind up the Company’s affairs and redeem 100% of the outstanding public shares in accordance with the same procedures set forth below that would be applicable if the New Extension Amendment Proposal and the New Trust Amendment Proposal are not approved.

The affirmative vote of 65% of the Company’s outstanding Class A common stock, par value $0.0001 per share (“Class A common stock” or the “public shares”), and Class F common stock, par value $0.0001 per share (“Class F common stock” or the “founder shares” and, together with the public shares, the “common stock”), voting together as a single class, will be required to approve the New Extension Amendment Proposal and the New Trust Amendment Proposal. Approval of the New Extension Amendment Proposal and the New Trust Amendment Proposal is a condition to the implementation of the New Extension.

The New Extension is also conditioned upon receipt of no more than 3,948,405 of the public shares being put to the Company for redemption, WHICH REQUIRES THAT A SUBSTANTIAL NUMBER OF PUBLIC STOCKHOLDERS (AS DEFINED BELOW) DO NOT REDEEM OR REDEEM ONLY A PORTION OF THEIR PUBLIC SHARES. The Company reserves the right to waive such condition and proceed with the New Extension, in its sole discretion. In addition, the Company will not proceed with the New Extension if the number of redemptions of our public shares causes the Company to have less than $5,000,001 of net tangible assets following approval of the New Extension Amendment Proposal and the New Trust Amendment Proposal.

do not make the Election would be entitled to have their public shares redeemed for cash if the Company has not completed a business combination by the Extended Date.

The Company estimates that the per share price at which the public shares may be redeemed from cash held in the trust account will be approximately $[$[●] at the time of the special meeting. The closing price of the Company’s Class A common stock on the New York Stock Exchange on [●], 2022,June 27, 2023, the record date of the special meeting, was $[$[●]. Accordingly, if the market price were to remain the same until the date of the special meeting, exercising redemption rights would result in a public stockholder receiving approximately $[$[●] more per share than if such stockholder sold the public shares in the open market. The Company cannot assure public stockholders that they will be able to sell their public shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.

The Adjournment Proposal, if adopted, will allow our Board to adjourn the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation of proxies.proxies or to provide additional time to satisfy any condition to the implementation of the New Extension or to effectuate the New Extension. The Adjournment Proposal will be presented to our stockholders only in the event that there are insufficient votes for or otherwise in connection with, the approval of the New Extension Amendment Proposal and the New Trust Amendment Proposal.Proposal or if we determine that additional time is necessary to satisfy any condition to the implementation of the New Extension or to effectuate the New Extension.

If the New Extension Amendment Proposal or the New Trust Amendment Proposal is not approved and the Company does not consummate an initial business combination within the Combination Period, as contemplated by the IPO prospectus and in accordance with our charter, 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, and subject to having lawfully available funds therefor, redeem 100% of the outstanding 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 taxes (less up to $100,000 of such 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 liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, including the warrants included in the units sold in the IPO (the “public warrants”), which will expire worthless in the event the Company winds up.

Enclosed is the proxy statement containing detailed information concerning the New Extension Amendment Proposal, the New Trust Amendment Proposal and the Adjournment Proposal and the special meeting. Whether or not you plan to attend the special meeting, the Company urges you to read this material carefully and vote your shares.

Your vote is important. If you are a stockholder of record, please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the special meeting. If you are a stockholder of record, you may also cast your vote virtually at the special meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote virtually at the special meeting by obtaining a proxy from your brokerage firm or bank. Your failure to vote or instruct your broker or bank how to vote will have the same effect as voting against the New Extension Amendment Proposal and the New Trust Amendment Proposal, and an abstention will have the same effect as voting against the New Extension Amendment Proposal and the New Trust Amendment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Adjournment Proposal.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on [●], 2022:2023: This notice of meeting and the accompanying proxy statement are available at [●].www.proxydocs.com/TLGA.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD PUBLIC SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT BY 5:00 P.M. EASTERN TIME ON [●[●], 2022,2023, THE DATE THAT IS TWO BUSINESS DAYS PRIOR TO THE SCHEDULED VOTE AT THE SPECIAL MEETING, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, INCLUDING THE LEGAL NAME, PHONE NUMBER, AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, AND (3) DELIVER YOUR SHARES OF CLASS A COMMON STOCK TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

PROXY STATEMENT —STATEMENT— DATED [●], 20222023

TLG ACQUISITION ONE CORP.

515 North Flagler Drive, Suite 520

West Palm Beach, FL 33401

PROXY STATEMENT FOR THE SPECIAL MEETING OF STOCKHOLDERS

STOCKHOLDERS TO BE HELD ON [●], 20222023

The special meeting of stockholders (the “special meeting”“special meeting”) of TLG Acquisition One Corp., a Delaware corporation (the “Company,” “we,” “us” or “our”), will be held at [●10:00 a.m. Eastern time, on [●], on [●], 2022. The2023. A live webcast of the special meeting will be held virtually,available online at https://www.cstproxy.com/tlgacquisitionone/2022.www.proxydocs.com/TLGA. At the special meeting, the stockholders will consider and vote upon the following proposals:

The purpose of the New Extension Amendment Proposal, the New Trust Amendment Proposal, and, if necessary the Adjournment Proposal, is more fully described herein. The special meeting will be a virtual meeting. You will be able to attend and participate in the special meeting online by visiting https://www.cstproxy.com/tlgacquisitionone/2022.www.proxydocs.com/TLGA. Please see “Questions and Answers about the Special Meeting-HowMeeting—How do I attend the virtual special meeting?” for more information.

The sole purpose of the New Extension Amendment and the New Trust Amendment is to provide the Company with sufficient time to complete a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similarits previously announced business combination involving(the “Business Combination”) with Electriq Power, Inc., a Delaware corporation (“Electriq”). On November 13, 2022, the Company, Eagle Merger Corp., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”) entered into a Merger Agreement (as amended by the First Amendment to Merger Agreement dated December 23, 2022, the Second Amendment to Merger Agreement dated March 22, 2023, the Third Amendment

to Merger Agreement dated June 8, 2023 and as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), with Electriq, pursuant to which Merger Sub will merge with and into Electriq, with Electriq surviving such merger as a wholly-owned subsidiary of the Company. The Merger Agreement provides a covenant pursuant to which the Company must use commercially reasonable efforts to extend the deadline to consummate its initial business combination as necessary. While the Company and one or more businesses (a “business combination”). While wethe other parties to the Merger Agreement are currently in discussions with respectworking towards satisfaction of the conditions to a business combination,completion of the Business Combination, the Company’s board of directors (the “Board”) currently believes that there willmay not be sufficient time before FebruaryAugust 1, 2023 to complete an

amounts borrowed from the Sponsor to fund the New Contributions into equity of the combined company at the closing of the Business Combination. The Company will have the sole discretion whether to continue extending the time to complete a business combination until the Extended Date, and if the Company determines not to continue extending for an additional period, any obligation to make additional New Contributions will terminate. If this occurs, or if the Company’s board of directors otherwise determines that the Company will not be able to consummate an initial business combination by the Extended Date and does not wish to seek an additional Extension, the Company would wind up the Company’s affairs and redeem 100% of the outstanding public shares in accordance with the same procedures set forth below that would be applicable if the New Extension Amendment Proposal and the New Trust Amendment Proposal are not approved.

The affirmative vote of 65% of the Company’s outstanding Class A common stock (“Class A common stock” or the “public shares”) and Class F common stock (“Class F common stock” or the “founder shares” and, together with the public shares, the “common stock”“common stock”), voting together as a single class, will be required to approve the New Extension Amendment Proposal and the New Trust Amendment Proposal. Approval of the New Extension Amendment Proposal and the New Trust Amendment Proposal is a condition to the implementation of the New Extension.

The New Extension is also conditioned upon receipt of no more than 3,948,405 of the public shares being put to the Company for redemption, WHICH REQUIRES THAT A SUBSTANTIAL NUMBER OF PUBLIC STOCKHOLDERS (AS DEFINED BELOW) DO NOT REDEEM OR REDEEM ONLY A PORTION OF THEIR PUBLIC SHARES. The Company reserves the right to waive such condition and proceed with the New Extension, in its sole discretion. In addition, the Company will not proceed with the New Extension if the number of redemptions of our public shares causes the Company to have less than $5,000,001 of net tangible assets following approval of the New Extension Amendment Proposal and the New Trust Amendment Proposal.

Approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person (including virtually) or by proxy at the special meeting.

Our Board has fixed the close of business on [●], 2022June 27, 2023 as the record date for determining the Company’s stockholders entitled to receive notice of and vote at the special meeting and any adjournment thereof. Only holders of record of the Company’s common stock on that date are entitled to have their votes counted at the special meeting or any adjournment thereof. A complete list of stockholders of record entitled to vote at the

may be only a fraction of the $[●] (including interest, but less the funds used to pay taxes) that was in the trust account as of the record date. In such event, the Company may still seek to obtain additional funds to complete a business combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.

The Company estimates that the per share price at which the public shares may be redeemed from cash held in the trust account will be approximately $[●] at the time of the special meeting. The closing price of the Company’s Class A common stock on the New York Stock Exchange (the “NYSE”) on [●], 2022,June 27, 2023, the record date of the special meeting, was $[●]. Accordingly, if the market price were to remain the same until the date of the special meeting, exercising redemption rights would result in a public stockholder receiving approximately $[●] more per share than if such stockholder sold the public shares in the open market. The Company cannot assure public stockholders that they will be able to sell their public shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.

The Adjournment Proposal, if adopted, will allow our Board to adjourn the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation of proxies.proxies or to provide additional time to satisfy any condition to the implementation of the New Extension or to effectuate the New Extension. The Adjournment Proposal will be presented to our stockholders only in the event that there are insufficient votes for or otherwise in connection with, the approval of the New Extension Amendment Proposal and the New Trust Amendment Proposal.Proposal or if we determine that additional time is necessary to satisfy any condition to the implementation of the New Extension or to effectuate the New Extension.

If the New Extension Amendment Proposal or the New Trust Amendment Proposal is not approved and the Company does not consummate an initial business combination within the Combination Period, as contemplated by the IPO prospectus and in accordance with charter, 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, and subject to having lawfully available funds therefor, redeem 100% of the outstanding 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 taxes (less up to $100,000 of such 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 liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event the Company winds up.

that the Sponsor’s only assets are securities of the Company. Therefore, we cannot assure that the Sponsor would be able to satisfy those obligations.

Under the Delaware General Corporation Law (the “DGCL”), stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

However, because the Company will not be complying with Section 280 of the DGCL, Section 281(b) of the DGCL requires the Company to adopt a plan, based on facts known to the Company at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against the Company within the subsequent ten years following our dissolution. However, because the Company is a blank check company, rather than an operating company, and our operations have been limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.

If the New Extension Amendment Proposal and the New Trust Amendment Proposal are approved, such approval will constitute consent for the Company to (i) remove from the trust account an amount (the “Withdrawal Amount”) equal to the number of public shares properly redeemed multiplied by the per share price, equal to the aggregate amount then on deposit in the trust account as of two business days prior to such approval, including interest earned on the funds held in the trust account and not previously released to the Company to pay taxes, divided by the number of then outstanding public shares and (ii) deliver to the holders of such redeemed public shares their portion of the Withdrawal Amount. The remainder of such funds shall remain in the trust account and be available for use by the Company to complete a business combination on or before the Extended Date. Holders of public shares who do not redeem their public shares now will retain their redemption rights and their ability to vote on a business combination through the Extended Date if the New Extension Amendment Proposal and the New Trust Amendment Proposal are approved.

Our Board has fixed the close of business on [●], 2022June 27, 2023 as the date for determining the Company stockholders entitled to receive notice of and vote at the special meeting. Only record holders of the Company’s common stock at the close of business on the record date are entitled to vote or have their votes cast at the special meeting. On the record date, there were 40,000,0007,948,405 outstanding shares of the Company’s Class A common stock and 10,000,0005,000,000 outstanding shares of the Company’s Class F common stock, which vote together as a single

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS

This proxy statement contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, including as they relate to a business combination. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. They involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by these statements. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this proxy statement, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.forward- looking. When the Company discusses its strategies or plans, including as they relate to a business combination, it is making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, the Company’s management. Actual results and stockholders’ value will be affected by a variety of risks and factors, including, without limitation, international, national and local economic conditions, merger, acquisition and business combination risks, financing risks, geo-political risks, acts of terror or war, and those risk factors described under “Item 1A. Risk Factors” of the Company’sour Annual Report on Form 10-K filed with the SEC on March 25, 2022 and20, 2023, our Quarterly Report on Form 10-Q filed with the SEC on May 16, 2022, in this proxy statement and in15, 2023, our other reports the Company fileswe file with the SEC.SEC and the Form S-4. Many of the risks and factors that will determine these results and stockholders’ value are beyond the Company’s ability to control or predict.

All such forward-looking statements speak only as of the date of this proxy statement. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-lookingforward- looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. All subsequent written or oral forward-looking statements attributable to us or persons acting on the Company’s behalf are qualified in their entirety by this “Forward-Looking Statements” section.

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RISK FACTORS

You should consider carefully all of the risks described in our Annual Report on Form 10-K filed filed with the SEC on March 25, 2022,20, 2023, our Quarterly Report on Form 10-Q filed filed with the SEC on May 16, 2022 and in the15, 2023, our other reports we file with the SEC and the Form S-4 before making a decision to invest in our securities. Furthermore, if any of the following events occur, our business, financial condition and operating results may be materially adversely affected or we could face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described in our Annual Report on Form 10-K, our our Quarterly Reports on Form 10-Q, our Form 10-QS-4 and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results or result in our liquidation.

If we were deemed to be an investment company for purposes of the Investment Company Act of 1940, as amended (the “Investment Company Act”), we may be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate the Company. To avoid that result, on or shortly prior to the 24-month anniversary anniversary of the effective date of the registration statement relating to our initial public offering,IPO, we will liquidateliquidated the securities held in the trust account and instead hold all funds in the trust account in cash. As a result, following such liquidation, we will likely receive minimal interest, if any, on the funds held in the trust account, which would reduce the dollar amount that our public shareholdersstockholders would receive upon any redemption or liquidation of the Company.

On March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”), relating to, among other things, circumstances in which special purpose acquisition companies (“SPACs”) such as us could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria. To comply with the duration limitation of the proposed safe harbor, a SPAC would have a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a SPAC to file a Current Report on Form 8-K announcing announcing that it has entered into an agreement with a target company for an initial business combination no later than 18 months after the effective date of the registration statement relating to the SPAC’s initial public offering. Such SPAC would then be required to complete its initial business combination no later than 24 months after the effective date of the registration statement relating to its initial public offering.

There is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours, that has not entered into a definitive agreement within 18 months after the effective date of the registration statement relating to its initial public offering or that does not complete its initial business combination within 24 months after such date. We have not entered into a definitive business combination agreement within 18 months after the effective date of the registration statement relating to our initial public offering,IPO, and dodid not expect to complete our initial business combination within 24 months of such date. As a result, it is possible that a claim could be made that we have been operating as an unregistered investment company. If we were deemed to be an investment company for purposes of the Investment Company Act, we might be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate. If we are required to liquidate, our investors would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of our stock and warrants following such a transaction, and our warrants would expire worthless.

The funds inFrom the trust account have, sinceclosing of the IPO until December 28, 2022, the net proceeds of our IPO been held onlyand certain proceeds from the concurrent private placement were invested 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 orand in money market funds investing solely in United States Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, toAct which invest only in direct

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U.S. government treasury obligations. To mitigate the risk of us being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment

The process of government review could be lengthy. Because we have only a limited time to complete the Business Combination, our failure to obtain any required approvals within the requisite time-period may require us to liquidate. Accordingly,If we liquidate, our public stockholders may determine, in our discretion, to liquidate the securitiesonly receive their pro rata share of amounts held in the trust account, atand our warrants will expire worthless. This will also cause you to lose any time, even priorpotential investment opportunity in the Business Combination and the chance of realizing future gains on your investment through any price appreciation in the combined company.

Under the Inflation Reduction Act of 2022, TLG may have liability for the 1% stock buyback tax to the 24-month anniversary,extent holders of Class A common stock exercise their redemption rights.

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 (the “Excise Tax”) on certain repurchases of stock by publicly traded U.S. domestic corporations and instead hold all funds incertain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The Excise Tax is imposed on the trust account in cash,repurchasing corporation itself, not its stockholders from which would further reduceshares are repurchased. The amount of the dollar amount our public shareholders would receive upon anyExcise 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 liquidation.other share repurchase that occurs after December 31, 2022, in connection with the 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 the 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 nature and amount of any equity issuances in connection with the Business Combination (or otherwise issued not in connection with the Business Combination but issued within the same taxable year of the Business Combination) and (iii) 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. Depending on the number of holders of Class A common stock who exercise their redemption rights in connection with the Business Combination, extension or otherwise, the imposition of the Excise Tax could be applicable to TLG and adversely affect the cash we have available for our operations following the business combination.

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire document, including the annexes to this proxy statement.

Why am I receiving this proxy statement?

This proxy statement and the enclosed proxy card are being sent to you in connection with the solicitation of proxies by our Board for use at the special meeting, or at any adjournments thereof. This proxy statement summarizes the information that you need to make an informed decision on the proposals to be considered at the special meeting.

The Company is a blank check company formed in 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. On February 1, 2021, the Company consummated the IPO of 40,000,000 units (the “units”), including the underwriters’ over-allotment option of 5,000,000 units that was exercised in full. Each unit consists of one share of Class A common stock at a par value $0.0001 per share (the “public shares”) and one-third of one redeemable warrant. Each whole warrant (the “public warrants”) is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The units were sold at an offering price of $10.00 per unit, generating gross proceeds of $400,000,000. Simultaneously with the closing of the IPO, the Company consummated the sale of an aggregate of 6,666,6667 warrants (the “private placement warrants”) at a price of $1.50 per warrant in a private placement to the Sponsor and RBC Capital Markets, LLC (“RBC”), generating gross proceeds to the Company of $10,000,000.

Following the closing of the IPO on February 1, 2021, an amount of $400,000,000 ($10.00 per unit) from the net proceeds of the sale of the units in the IPO and the sale of the private placement warrants was placed in the trust account. The trust account was invested 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 meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earliest of: (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s charter (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if the Company does not complete our initial business combination within 24 months from the closing of the IPO or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial business combination within the Combination Period (as defined below). Like most blank check companies, our charter provides for the return of the IPO proceeds held in the trust account to the holders of shares of common stock sold in the IPO if there is no qualifying business combination consummated on or before a certain date (the “Combination Period”). On December 19, 2022, the Company obtained stockholder approval to extend the Combination Period on a monthly basis up to six times from February 1, 2023 to August 1, 2023 by depositing into the trust account the lesser of (i) an aggregate of $600,000 or (ii) $0.06 for each issued and outstanding public share that has not been redeemed for each one-month extension. In connection with the approval of the extension, the holders of 32,051,595 shares of Class A common stock properly exercised their right to redeem such shares for a pro rata portion of the funds held in the trust account. As a result, approximately $324.4 million (or approximately $10.12 per share) was withdrawn from the trust account to pay such holders and approximately $83.0 million remained in the trust account as of March 31, 2023. In our case, such certain date is Februarythe Combination Period has been extended to July 1, 2023.2023 and the Company has committed to deposit another $476,904 into the trust account to extend the Combination Period to August 1, 2023 before this special meeting. Our Board has determined that it is in the best interests of the Company to amend the Company’s charter to allow the Company, without another stockholder vote, to elect to extend the date to consummate a business combination from February 1, 2023 to May 1, 2023 and on a monthly basis up to three five

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times from the Amended Date to August 1, 2023 to January 1, 2024 in order to allow the Company more time to complete a business combination. Therefore, our Board is submitting the proposals described in this proxy statement for the stockholders to vote upon.

What is being voted on?

You are being asked to vote on each of the New Extension Amendment Proposal, the New Trust Amendment Proposal and, if presented, the Adjournment Proposal. The proposals are listed below:

more than 3,948,405 of the public shares being put to the Company for redemption, WHICH REQUIRES THAT A SUBSTANTIAL NUMBER OF PUBLIC STOCKHOLDERS DO NOT REDEEM OR REDEEM ONLY A PORTION OF THEIR PUBLIC SHARES. The Company reserves the right to waive such condition and proceed with the New Extension, in its sole discretion. The Company will not proceed with the New Extension if redemptions of our public shares cause the Company to have less than $5,000,001 of net tangible assets following approval of the New Extension Amendment Proposal and the New Trust Amendment Proposal.

If the New Extension is implemented, such approval will constitute consent for the Company to remove the Withdrawal Amount from the trust account, deliver to the holders of redeemed public shares their portion of the Withdrawal Amount and retain the remainder of the funds in the trust account for the Company’s use in connection with consummating a business combination on or before the Extended Date.

If the New Extension Amendment Proposal and the New Trust Amendment Proposal are approved and the New Extension is implemented, the removal of the Withdrawal Amount from the trust account in connection with the Election will reduce the amount held in the trust account following the Election. The Company cannot predict the amount that will remain in the trust account after such withdrawal if the New Extension Amendment Proposal and the New Trust Amendment Proposal are approved and the amount remaining in the trust account may be only a fraction of the $[●] (including interest but less the funds used to pay taxes) that was in the trust account as of the record date. In such event, the Company may still seek to obtain additional funds to complete a business combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.

may not be sufficient time within the Combination Period to complete an initial business combination. Accordingly, the Company has determined to seek stockholder approval to extend the date by which the Company has to complete the business combination.Business Combination.

The sole purpose of the New Extension Amendment and the New Trust Amendment is to provide the Company with sufficient time to complete a business combination,its previously announced Business Combination with Electriq, which our Board believes is in the best interest of our stockholders. The Company believes that given the Company’s expenditure of time, effort and money on searching for potential business combination opportunities, including the fact that we and the other parties to the Merger Agreement are in active discussions regarding a business combination,working towards satisfaction of the conditions to the completion of the Business Combination, circumstances warrant providing public stockholders an opportunity to consider an initial business combination. In the event that we enter into a definitive agreement for an initial business combination prior toBusiness Combination. For more information regarding the special meeting, we will issue a press releaseBusiness Combination and file athe Merger Agreement, please read the Company’s Current ReportReports on Form 8-K relating to the Business Combination that were filed with the SEC announcingon November 14, 2022, December 23, 2022, March 23, 2023 and June 14, 2023, including the proposed business combination.complete text of the Merger Agreement and the related amendments provided as exhibits thereto, and the Form S-4. The purpose of the Adjournment Proposal is to allow the Company to adjourn the special meeting to a later date or dates if we determine that additional time is necessary to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the New Extension Amendment Proposal and the New Trust Amendment Proposal or if we determine that additional time is necessary to satisfy any condition to the implementation of the New Extension or to effectuate the New Extension. Accordingly, our Board is proposing the New Extension Amendment Proposal, the New Trust Amendment Proposal and, if necessary, the Adjournment Proposal to extend the Company’s corporate existence until the Extended Date.

You are not being asked to vote on any proposed business combinationthe Business Combination at this time. If the New Extension is implemented and you do not elect to redeem your public shares now, you will retain the right to vote on any proposed business combination when and if one is submitted to the public stockholders (provided that you are a stockholder on the record date for a meeting to consider a business combination)the Business Combination) and the right to redeem your public shares for a pro rata portion of the trust account in the event that a proposed business

The Trust Agreement currently provides that if a business combination has not been consummated upon the date which is 24 months after the closing of the IPO, or Februaryby August 1, 2023, the trust account is to be liquidated and its proceeds are to be distributed to the Company’s public stockholders of record as of such date, 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 that may be released to the Company to pay dissolution expenses). The purpose of the New Trust Amendment is to amend the Trust Agreement to extend the liquidation date, without another stockholder vote, of the trust account from February 1, 2023 to May 1, 2023 and on a monthly basis up to threefive times from the Amended Date to August 1, 2023 to January 1, 2024 to match the Company’s charter if the New Extension Amendment is approved.

Our Board recommends that you vote in favor of the New Extension Amendment Proposal and the New Trust Amendment Proposal but expresses no opinion as to whether you should redeem your public shares.

Why should I vote for the Adjournment Proposal?

If the Adjournment Proposal is presented and not approved by our stockholders, our Board may not be able to adjourn the special meeting to a later date in the event that there are insufficient votes for or otherwise in connection with, the approval of the New Extension Amendment Proposal and the New Trust Amendment Proposal.Proposal or if we determine that additional time is necessary to satisfy any condition to the implementation of the New Extension or to effectuate the New Extension.

Our Board recommends that you vote in favor of the Adjournment Proposal.

When would the Board abandon the New Extension Amendment Proposal and the New Trust Amendment Proposal?

Our Board will abandon the New Extension Amendment and the New Trust Amendment Proposal if our stockholders do not approve the New Extension Amendment Proposal and the New Trust Amendment Proposal. In addition, notwithstanding stockholder approval of the New Extension Amendment Proposal, our Board will retain the right to abandon and not implement the New Extension Amendment at any time without any further action by our stockholders.

number of securities for which the Company has received redemption requests pursuant to its redemption offer. Any such purchases that are completed after the record date for the special meeting may include an agreement with a selling stockholder that such stockholder, for so long as it remains the record holder of the shares in question, will vote in favor of the New Extension Amendment Proposal and the New Trust Amendment Proposal and/or will not exercise its redemption rights with respect to the shares so purchased.Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood that the proposals to be voted upon at the special meeting are approved by the requisite number of votes and to reduce the number of public shares that are redeemed. In the event that such purchases do occur, the purchasers may seek to purchase shares from stockholders who would otherwise have voted against the New Extension Amendment Proposal and the New Trust Amendment Proposal and elected to redeem their shares for a portion of the trust account. Any public shares held by or subsequently purchased by our affiliates may be voted in favor of the Extension Amendment Proposal and Trust Amendment Proposal. None of the initial stockholders, advisors or their respective affiliates may make any such purchases when they are in possession of any material non-public information regarding the Company or its securities not disclosed to the seller or during a restricted period under Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company does not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules.

Does the Board recommend voting for the approval of the New Extension Amendment Proposal, the New Trust Amendment Proposal and, if presented, the Adjournment Proposal?

Yes. After careful consideration of the terms and conditions of the proposals, the Board has determined that the New Extension Amendment Proposal, the New Trust Amendment Proposal and, if presented, the Adjournment Proposal are in the best interests of the Company and its stockholders. The Board unanimously recommends that stockholders vote “FOR” the New Extension Amendment Proposal, the New Trust Amendment Proposal and, if presented, the Adjournment Proposal.

What vote is required to adopt the New Extension Amendment Proposal and the New Trust Amendment Proposal?

Approval of the New Extension Amendment Proposal and the New Trust Amendment Proposal will require the affirmative vote of holders of 65% of the Company’s outstanding Class A common stock and Class F common stock, voting together as a single class, including those shares held as a constituent part of our units, on the record date.

If the New Extension Amendment Proposal and the New Trust Amendment Proposal are approved, any holder of public shares may redeem all or a portion of their public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to such approval, including interest earned on the funds held in the trust account and not previously released to the Company to pay taxes, divided by the number of then outstanding public shares. However, the Company may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001.

meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting. If you transfer your public shares prior to the record date, you will have no right to vote those shares at the special meeting. If you acquired your public shares after the record date, you will still have an opportunity to redeem them if you so decide.

What if I don’t want to vote for the New Extension Amendment Proposal and/or the New Trust Amendment Proposal?

If you do not want the New Extension Amendment Proposal or the New Trust Amendment Proposal to be approved, you must abstain, not vote, or vote against the proposal. If the New Extension Amendment Proposal and the New Trust Amendment Proposal are approved, and the New Extension is implemented, then the Withdrawal Amount will be withdrawn from the trust account and paid to the redeeming holders.

What if I don’t want to vote for the Adjournment Proposal?

If you do not want the Adjournment Proposal to be approved, you must vote against the proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the vote on the Adjournment Proposal.

Will you seek any further extensions to liquidate the trust account?

Other than the extensionNew Extension until the Extended Date as described in this proxy statement, the Company does not currently anticipate seeking any further extension to consummate its initial business combination, although it may determine to do so in the future.

What happens if the New Extension Amendment Proposal or the New Trust Amendment Proposal is not approved?

If the New Extension Amendment Proposal or the New Trust Amendment Proposal is not approved and the Company has not consummated an initial business combination within 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, and subject to having lawfully available funds therefor, redeem 100% of the outstanding 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 taxes (less up to $100,000 of such 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 liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete an initial business combination within the Combination Period.

The initial stockholders have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the charter. There will be no distribution from the trust account with respect to our warrants, which will expire worthless in the event we wind up.

will involve completing the closing conditions to the Merger Agreement, including, without limitation, holding a special meeting to consider and approve the Business Combination and related proposals.

If the New Extension Amendment Proposal is approved, the Company will file an amendment to the charter with the Secretary of State of the State of Delaware in the form of Annex A hereto. The Company will remain a reporting company under the Exchange Act, and its units public shares, and public warrantsshares will remain publicly traded. The Company will also execute an amendment to the Trust Agreement in the form of Annex B hereto.

If the New Extension Amendment Proposal and the New Trust Amendment Proposal are approved, the Contributors have agreed theySponsor will contribute tolend the trust account $0.1000 for each issued and outstanding public share that has not been redeemed forCompany the initial three-month Extension and $0.0333lesser of (i) $120,000 or (ii) $0.03 for each issued and outstanding public share that has not been redeemed for each subsequent one-month Extension, paidprovided on a month-to-month and as-needed basis and the Company will contribute such funds to the trust account, upon five days’ advance notice prior to the applicable deadlines, to extend the Combination Period for an additional one-month period up to five times from FebruaryAugust 1, 2023 to MayJanuary 1, 2023 and on a monthly basis up to three times from the Amended Date to August 1, 2023.2024. Each New Contribution will be deposited in the trust account within two business days prior to the beginning of the additional extension period (or portion thereof), other than the first Contribution which will be made on the day of the approval of the Trust Amendment Proposal.. If the Company extends the time to complete a business combination to AugustJanuary 1, 2023,2024, the ContributorsSponsor would make aggregate Contributionsloans to the Company in connection with such extensions in the amount of $[7,996,000]$600,000 (assuming no more than 3,948,405 public shares are redeemed). to fund the New Contributions.

If the New Extension Amendment Proposal and the New Trust Amendment Proposal are approved, the removal of the Withdrawal Amount from the trust account will reduce the amount remaining in the trust account and increase the percentage interest of the Company’s common stock held by our initial stockholders through the founder shares. If stockholders approve the Business Combination, the Company expects to consummate the Business Combination as soon as possible following stockholder approval and satisfaction of the other conditions to the consummation of the Business Combination.

If I do not redeem my shares now, would I still be able to vote on an initial business combination and exercise my redemption rights with respect to an initial business combination?

Yes. If you do not redeem your shares in connection with the New Extension Amendment Proposal, then, assuming you are a stockholder as of the record date for voting on a business combination, you will be able to vote on the business combinationBusiness Combination when it is submitted to stockholders. You will also retain your right to redeem your public shares upon consummation of a business combination, subject to any limitations set forth in the charter, as amended.

When and where is the special meeting?

The special meeting will be held at [●]10:00 a.m. Eastern time, on [●], 2022,2023, in virtual format. The Company’s stockholders may attend, vote and examine the list of stockholders entitled to vote at the special meeting by visiting https://www.cstproxy.com/tlgacquisitionone/2022www.proxydocs.com/TLGA and entering the control number found on their proxy card, voting instruction form or notice included in their proxy materials. You may also attend the special meeting telephonically by dialing 1-800-450-7155 (toll-free within the United States and Canada) or 1-857-999-9155 (outside of the United States and Canada, standard rates apply). The pin number for telephone access is 6507178#, but please note that you will not be able to vote or ask questions if you choose to participate telephonically. The special meeting will be held in virtual meeting format only. You will not be able to attend the special meeting physically.

How do I attend the virtual special meeting, andmeeting?

You will Inot be able to ask questions?

If you are a registered stockholder, you received a proxy card fromattend the Company’s transfer agent, Continental Stock Transfer & Trust Company (“transfer agent”). The form contains instructions on how to attend

provide the transfer agent to receive a control number. If you plan to vote atregistered name on your account and the name of your broker, bank or other nominee as part of the attendance process. On the day of the special meeting, you will need[●], 2023, stockholders may begin to have a legal proxy from your bank or broker or if you would like to join and not vote,log into the transfer agent will issue you a guest control number with proof of ownership. Either way you must contact the transfer agent for specific instructions on how to receive the control number. We can be contacted at the number or email address above. Please allow up to 72 hours prior to thevirtual-only special meeting for processing your control number.

If you do not have internet capabilities, you can listen only15 minutes prior to the special meeting by dialing 1-800-450-7155, within the U.S. and Canada, or 1-857-999-9155 (standard rates apply) outside the U.S. and Canada; when prompted enter the pin number 6507178#. This is listen only, you will not be able to vote or enter questions during the special meeting.

How do I vote?

If you are a holder of record of Company common stock, including those shares held as a constituent part of our units, you may vote virtually at the special meeting or by submitting a proxy for the special meeting. Whether or not you plan to attend the special meeting virtually, the Company urges you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. You may still attend the special meeting and vote virtually if you have already voted by proxy.

If your shares of Company common stock, including those shares held as a constituent part of our units, are held in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the special meeting. However, since you are not the stockholder of record, you may not vote your shares virtually at the special meeting unless you request and obtain a valid proxy from your broker or other agent.

How do I change my vote?

If you have submitted a proxy to vote your shares and wish to change your vote, you may do so by delivering a later-dated, signed proxy card prior to the date of the special meeting or by voting virtually at the special meeting. Attendance at the special meeting alone will not change your vote. You also may revoke your proxy by sending a notice of revocation to the Company at 515 North Flagler Drive, Suite 520, West Palm Beach, FL 33401, Attn: Corporate Secretary.

How are votes counted?

Votes will be counted by the inspector of election appointed for the special meeting, who will separately count “FOR” and “AGAINST” votes, abstentions and broker non-votes. Because approval of the New Extension Amendment Proposal and the New Trust Amendment Proposal requires the affirmative vote of the stockholders holding at least 65% of the shares of Class A common stock and Class F common stock outstanding on the record date, voting together as a single class, abstentions and broker non-votes will have the same effect as votes against the New Extension Amendment Proposal and the New Trust Amendment Proposal.

What is a quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if at least a majority of the outstanding shares of common stock on the record date, including those shares held as a constituent part of our units, are represented virtually or by proxy at the special meeting.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote virtually at the special meeting. Because all of the proposals to be voted on at the special meeting are expected to be treated as “non-routine” matters, banks, brokers and other nominees will not have authority to vote on any proposals unless instructed, so we do not expect there to be any broker non-votes at the special meeting. If there is no quorum, the presiding officer of the special meeting may adjourn the special meeting to another date.

Who can vote at the special meeting?

Only holders of record of the Company’s common stock, including those shares held as a constituent part of our units, at the close of business on [●], 2022,June 27, 2023, are entitled to have their vote counted at the special meeting and any adjournments or postponements thereof. As of the record date, 40,000,0007,948,405 public shares and 10,000,0005,000,000 shares of Class F common stock were outstanding and entitled to vote.

Stockholder of Record: Shares Registered in Your Name. If on the record date your shares or units were registered directly in your name with the Company’s transfer agent, Continental Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder of record, you may vote virtually at the special meeting or vote by proxy. Whether or not you plan to attend the special meeting virtually, the Company urges you to fill out and return the enclosed proxy card to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank. If on the record date your shares or units were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the special meeting virtually. However, since you are not the stockholder of record, you may not vote your shares virtually at the special meeting unless you request and obtain a valid proxy from your broker or other agent.

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, and subject to having lawfully available funds therefor, redeem 100% of the outstanding 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 taxes (less up to $100,000 of such 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 theright to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and requirements of other applicable law. There will be no distribution from the trust account with respect to our warrants, which will expire worthless in the event the Company winds up.

What happens to the Company warrants if the New Extension Amendment Proposal and the New Trust Amendment Proposal are approved?

If the New Extension Amendment Proposal and the New Trust Amendment Proposal are approved, the Company will continue its efforts to consummate a business combination until the Extended Date and will retain the blank check company restrictions previously applicable to it. The warrants will remain outstanding in accordance with their terms.

How are the funds in the trust account currently being held?

With respect toFrom the regulationclosing of special purpose acquisition companies like the Company, on March 30,IPO until December 28, 2022, the SEC issuednet proceeds of our IPO and certain proceeds from the SPAC Rule Proposals relating to, among other items, disclosuresconcurrent private placement were invested in business combination transactions involving SPACs and private operating companies;U.S. government securities within the condensed financial statement requirements applicable to transactions involving shell companies; the usemeaning set forth in Section 2(a)(16) of projections by SPACs in SEC filings in connection with proposed business combination transactions; the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act, of 1940, as amended, including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities.

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. Public stockholders may elect to redeem all or a portion oftheir public shares regardless of whether they vote for or against the New Extension Amendment Proposal and regardless of whether they hold public shares on the record date.

If you hold your shares through a bank or broker, you must ensure your bank or broker complies with the requirements identified herein, including submitting a written request that your shares be redeemed for cash to the transfer agent and delivering your shares to the transfer agent prior to 5:00 p.m. Eastern time on [●], 20222023 (two business days before the scheduled vote at the special meeting). You will only be entitled to receive cash in connection with a redemption of these shares if you continue to hold them until the effective date of the New Extension Amendment and Election.

Through DTC’s DWAC (Deposit/Withdrawal at Custodian) System, this electronic delivery process can be accomplished by the stockholder, whether or not it is a record holder or its shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system.

If I am a unit holder, can I exercise redemption rights with respect to my units?

No. Holders of outstanding units must separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares.

If you hold units registered in your own name, you must deliver the certificate for such units to Continental Stock Transfer & Trust Company, our transfer agent, with written instructions to separate such units into public shares, and public warrants. This must be completed far enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your redemption rights upon the separation of the public shares from the units. See “How do I redeem my public shares?” above.

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares of common stock.

Who is paying for this proxy solicitation?

The Company will pay for the entire cost of soliciting proxies. The Company has engaged Morrow Sodali LLC (“Morrow Sodali”) to assist in the solicitation of proxies for the special meeting. The Company has agreed

You may also contact the Company’s proxy solicitor at:

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, CT 06902

Tel: (800) 662-5200 (toll-free) or

(203) 658-9400 (banks and brokers can call collect)

Email: TLGA.info@investor.morrowsodali.com

For more information regarding the Business Combination and the Merger Agreement, please read the Company’s Current Reports on Form 8-K relating to the Business Combination that were filed with the U.S. Securities and Exchange Commission on November 14, 2022, December 23, 2022, March 23, 2023 and June 14, 2023, including the complete text of the Merger Agreement and the related amendments provided as exhibits thereto, and the Form S-4.You may also obtain additional information about the Company from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

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THE SPECIAL MEETING

Date, Time, Place and Purpose of the Special Meeting

The special meeting will be held at [●],10:00 a.m. Eastern time, on [●], 2022. The2023. A live webcast of the special meeting will be held virtually,available online at https://www.cstproxy.com/tlgacquisitionone/2022.www.proxydocs.com/TLGA. At the special meeting, the stockholders will consider and vote upon the following proposals.

Voting Power; Record Date

You will be entitled to vote or direct votes to be cast at the special meeting if you owned our common stock, including as a constituent part of a unit, at the close of business on [●], 2022,June 27, 2023, the record date for the special meeting. You will have one vote per share for each share of common stock you owned at that time. Our warrants do not carry voting rights.

At the close of business on the record date, there were 40,000,0007,948,405 shares of Class A common stock and 10,000,0005,000,000 shares of Class F common stock outstanding, each of which entitles its holder to cast one vote per share. The warrants do not carry voting rights.

Votes Required

Approval of the New Extension Amendment Proposal and the New Trust Amendment Proposal will require the affirmative vote of holders of 65% of the Company’s Class A common stock and Class F common stock, voting together as a single class, outstanding on the record date.

Approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person (including virtually) or by proxy at the special meeting.

If you do not vote (i.e., you “abstain” from voting), your action will have the same effect as an “AGAINST” vote with regards to the New Extension Amendment Proposal and the New Trust Amendment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Adjournment Proposal.

Amendment Proposal would receive payment of the redemption price for such shares soon after the completion of the New Extension Amendment.

If you do not want the Adjournment Proposal to be approved, you must vote against the proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Adjournment Proposal.

Voting

You can vote your shares at the special meeting by proxy or virtually.

You can vote by proxy by having one or more individuals who will be at the special meeting vote your shares for you. These individuals are called “proxies” and using them to cast your vote at the special meeting is called voting “by proxy.”

If you wish to vote by proxy, you must (i) complete the enclosed form, called a “proxy card,” and mail it in the envelope provided or (ii) submit your proxy by telephone or over the Internet (if those options are available to you) in accordance with the instructions on the enclosed proxy card or voting instruction card.

If you complete the proxy card and mail it in the envelope provided or submit your proxy by telephone or over the Internet as described above, you will designate Ashok NayyarJohn Michael Lawrie and Barry BestDavid Johnson to act as your proxy at the special meeting. One of them will then vote your shares at the special meeting in accordance with the instructions you have given them in the proxy card or voting instructions, as applicable, with respect to the proposals presented in this proxy statement. Proxies will extend to, and be voted at, any adjournment(s) of the special meeting.

Alternatively, you can vote your shares in person by attending the special meeting virtually.

A special note for those who plan to attend the special meeting and vote virtually: if your shares or units are held in the name of a broker, bank or other nominee, please follow the instructions you receive from your broker, bank or other nominee holding your shares. You will not be able to vote at the special meeting unless you obtain a legal proxy from the record holder of your shares.

Our Board is asking for your proxy. Giving our Board your proxy means you authorize it to vote your shares at the special meeting in the manner you direct. You may vote for or against any proposal or you may abstain from voting. All valid proxies received prior to the special meeting will be voted. All shares represented by a proxy will be voted, and where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the specification so made. If no choice is indicated on the proxy, the shares will be voted “FOR” the New Extension Amendment Proposal, the New Trust Amendment Proposal and, if presented, the Adjournment Proposal, and as the proxy holders may determine in their discretion with respect to any other matters that may properly come before the special meeting.

Stockholders who have questions or need assistance in completing or submitting their proxy cards should contact our proxy solicitor, Morrow Sodali, at (203) 658-9400 (call collect), (800) 662-5200 (call toll-free), or by sending an email to TLGA.info@investor.morrowsodali.com.

Stockholders who hold their shares in “street name,” meaning the name of a broker or other nominee who is the record holder, must either direct the record holder of their shares to vote their shares or obtain a legal proxy from the record holder to vote their shares at the special meeting.

Drive, Suite 520, West Palm Beach, FL 33401, either a written notice of revocation bearing a date later than the date of such proxy or a subsequent proxy relating to the same shares or by attending the special meeting and voting virtually.

Simply attending the special meeting will not constitute a revocation of your proxy. If your shares are held in the name of a broker or other nominee who is the record holder, you must follow the instructions of your broker or other nominee to revoke a previously given proxy.

Attendance at the Special Meeting

Only holders of common stock, their proxy holders and guests the Company may invite may attend the special meeting. If you wish to attend the special meeting virtually but you hold your shares or units through someone else, such as a broker, please follow the instructions you receive from your broker, bank or other nominee holding your shares. You must bring a legal proxy from the broker, bank or other nominee holding your shares, confirming your beneficial ownership of the shares and giving you the right to vote your shares.

Solicitation of Proxies

Your proxy is being solicited by our Board on the proposals being presented to the stockholders at the special meeting. The Company has agreed to pay Morrow Sodali a fee of $[●].$20,000. The Company will also reimburse Morrow Sodali for reasonable and customary out-of-pocket expenses. The Company has engaged EarlyBird to assist with raising capital in connection with the Business Combination. EarlyBird may also solicit proxies in connection with the special meeting. The Company will reimburse EarlyBird for certain expenses incurred in performing services. Any fees to be paid by the Company to EarlyBird for its services are conditioned on the closing of the Business Combination. In addition to these mailed proxy materials, our directors and executive officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. The Company may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. You may contact Morrow Sodali at:

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, CT 06902

Tel: (800) 662-5200 (toll-free) or

(203) 658-9400 (banks and brokers can call collect)

Email: TLGA.info@investor.morrowsodali.com

The cost of preparing, assembling, printing and mailing this proxy statement and the accompanying form of proxy, and the cost of soliciting proxies relating to the special meeting, will be borne by the Company.

Some banks and brokers have customers who beneficially own common stock listed of record in the names of nominees. The Company intends to request banks and brokers to solicit such customers and will reimburse them for their reasonable out-of-pocket expenses for such solicitations. If any additional solicitation of the holders of our outstanding common stock is deemed necessary, the Company (through our directors and executive officers) anticipates making such solicitation directly.

No Right of Appraisal

The Company’s stockholders do not have appraisal rights under the DGCL in connection with the proposals to be voted on at the special meeting. Accordingly, our stockholders have no right to dissent and obtain payment for their shares.

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Other Business

The Company is not currently aware of any business to be acted upon at the special meeting other than the matters discussed in this proxy statement. The form of proxy accompanying this proxy statement confers

THE NEW EXTENSION AMENDMENT PROPOSAL

Background

We are a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We were incorporated in Delaware on October 2, 2020. On October 13, 2020, we issued an aggregate of 431,2508,625,000 founder shares to the Sponsor in exchange for an aggregate capital contribution of $25,000. On January 27, 2021, the Company effected a stock dividend of 0.15942029 of a share of Class F common stock for each outstanding share of Class F common stock, resulting in an aggregate of 10,000,000 shares of Class F common stock outstanding.

On February 1, 2021, we consummated the IPO of 40,000,000 units, including the underwriters’ over-allotmentover- allotment option of 5,000,000 units that was exercised in full. Each unit consists of one share of Class A common stock and one-third of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per share. The units were sold at a price of $10.00 per unit, generating gross proceeds of $400,000,000. Simultaneously with the closing of the IPO, we consummated the sale of an aggregate of 6,666,667 private placement warrants at a price of $1.50 per warrant in a private placement to the Sponsor and RBC, generating gross proceeds to the Company of $10,000,000.

A total of $400,000,000 of the net proceeds from our initial public offering and the private placement were deposited in a trust account established for the benefit of the Company’s public stockholders.

On December 19, 2022, we held a special meeting of stockholders, at which, our stockholders approved the proposal to amend our then existing Amended and Restated Certificate of Incorporation, giving us the right to extend the Combination Period on a monthly basis up to six times from February 1, 2023 to August 1, 2023 (the “First Extension”). Additionally, the stockholders approved the proposal to amend the Investment Management Trust Agreement, dated as of January 27, 2021, with Continental Stock Transfer & Trust Company to extend the Combination Period on a monthly basis up to six times from February 1, 2023 to August 1, 2023 by depositing into the Trust Account the lesser of (i) an aggregate of $600,000 or (ii) $0.06 for each issued and outstanding public share that has not been redeemed for each one-month Extension.

In connection with the votes to approve such proposals, 32,051,595 shares of Class A common stock were redeemed for a total of approximately $324.4 million. In addition in January 2023, Sponsor relinquished 5,000,000 shares of Class F common stock for no consideration, which shares of Class F common stock were cancelled. Following the First Extension, the Company had 7,948,405 shares of Class A common stock outstanding and 5,000,000 shares of Class F common stock outstanding. The Company deposited into the trust account five monthly payments of $476,904 each and currently has until July 1, 2023 to consummate the Business Combination. The Company has committed to deposit another $476,904 into the trust account to extend the Combination Period to August 1, 2023 before this special meeting.

The New Extension Amendment

The Company is proposing to amend its Amended and Restated Certificate of Incorporation (as amended to date, our “charter”) to allow the Company, without another stockholder vote, to elect to extend the date by which the Company must consummatecomplete a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses, which we refer to as our initial business combination (the “New Extension”), on a monthly basis up to five times from August 1, 2023 to January 1, 2024 by depositing into the Extended Date.trust account the lesser of (i) an aggregate of $120,000 or (ii) $0.03 for each issued and outstanding public share that has not been redeemed for each one-month Extension. In connection with the New Extension Amendment, if there is (i) no redemption of the public shares, each New Contribution will be $120,000, or approximately $0.015 per share, (ii) a 50% redemption of the public shares, each New Contribution will be approximately $119,226, or approximately $0.03 per share and (iii) an 80% redemption of the public shares, each New Contribution will be approximately $47,690, or $0.03 per share.

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The sole purpose of the New Extension Amendment is to provide the Company with sufficient time to complete an initial business combination.its previously announced Business Combination with Electriq. Approval of the New Extension Amendment Proposal is a condition to the implementation of the New Extension.

We are currently in active negotiations with respect to a business combination. InThe New Extension is also conditioned upon receipt of no more than 3,948,405 of the event that we enter into a definitive agreement for an initial business combination priorpublic shares being put to the special meeting, weCompany for redemption, WHICH REQUIRES THAT A SUBSTANTIAL NUMBER OF PUBLIC STOCKHOLDERS DO NOT REDEEM OR REDEEM ONLY A PORTION OF THEIR PUBLIC SHARES. The Company reserves the right to waive such condition and proceed with the New Extension, in its sole discretion. In addition, the Company will issue a press releasenot proceed with the New Extension if the number of redemptions of our public shares causes the Company to have less than $5,000,001 of net tangible assets following approval of the New Extension Amendment Proposal and file athe New Trust Amendment Proposal.

For more information regarding the Business Combination and the Merger Agreement, please read the Company’s Current ReportReports on Form 8-K relating to the Business Combination that were filed with the U.S. Securities and Exchange Commission (the “SEC announcing a proposed business combination.”) on November 14, 2022, December 23, 2022, March 23, 2023 and June 14, 2023 including the complete text of the Merger Agreement and the related amendments provided as exhibits thereto, and the Form S-4.

If the New Extension Amendment Proposal is not approved and the Company has not consummated an initial business combination within 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, and subject to having lawfully available funds therefor, redeem 100% of the outstanding 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 taxes (less up to $100,000 of such 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 liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete an initial business combination within the Combination Period.

A copy of the proposed amendment to the Company’s charter is attached to this proxy statement as Annex A. A.

If the New Extension Amendment Proposal is Not Approved

Stockholder approval of the New Extension Amendment Proposal is required for the implementation of our Board’s plan to extend the date by which we must consummate an initial business combination. Therefore, our Board will abandon and not implement the New Extension Amendment unless our stockholders approve the New Extension Amendment Proposal.

If the New Extension Amendment Proposal is not approved and the Company does not consummate an initial business combination within the Combination Period, as contemplated by the IPO prospectus and in accordance with our charter, 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, and subject to having lawfully available funds therefor, redeem 100% of the outstanding 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 taxes (less up to $100,000 of such 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 liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event the Company winds up.

The holders of the founder shares have waived their rights to participate in any liquidation distribution with respect to such shares. There will be no distribution from the trust account with respect to the Company’s warrants, which will expire worthless in the event the New Extension Amendment Proposal is not approved. The Company will pay the costs of liquidation from its remaining assets outside of the trust account. If such funds are insufficient, the Sponsor has agreed to advance it the funds necessary to complete such liquidation and has agreed not to seek repayment of such expenses.

If the New Extension Amendment Proposal is Approved

If the New Extension Amendment Proposal is approved, the Company will file an amendment to the charter with the Secretary of State of the State of Delaware in the form of Annex A hereto to extend the time it has to complete a business combination until the Extended Date. The Company will remain a reporting company under the Exchange Act, and its units, common stock and public warrants will remain publicly traded. The Company and the other parties to the Merger Agreement will then continue to work towards satisfaction of the conditions to consummate a business combinationthe completion of the Business Combination by the Extended Date.

additional funds to complete a business combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all. We will not proceed with the New Extension if redemptions or repurchases of our public shares cause us to have less than $5,000,001 of net tangible assets following approval of the New Extension Amendment Proposal.

Redemption Rights

If the New Extension Amendment Proposal is approved, and the New Extension is implemented, public stockholders may elect to redeem their shares for a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to such approval, including interest earned on the funds held in the trust account and not previously released to the Company to pay taxes, divided by the number of then outstanding public shares. However, the Company may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. If the New Extension Amendment Proposal is approved by the requisite vote of stockholders, the remaining holders of public shares will retain the opportunity to have their public shares redeemed in conjunction with the consummation of a business combination, subject to any limitations set forth in our charter, as amended. In addition, public stockholders who vote for the New Extension Amendment Proposal and do not make the Election would be entitled to have their shares redeemed for cash if the Company has not completed a business combination by the Extended Date.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED HEREIN, INCLUDING SUBMITTING A WRITTEN REQUEST THAT YOUR SHARES BE REDEEMED FOR CASH TO THE TRANSFER AGENT AND DELIVERING YOUR SHARES TO THE TRANSFER AGENT PRIOR TO 5:00 P.M. EASTERN TIME ON [●], 20222023 (TWO BUSINESS DAYS BEFORE THE SCHEDULED VOTE AT THE SPECIAL MEETING). YOU WILL ONLY BE ENTITLED TO RECEIVE CASH IN CONNECTION WITH A REDEMPTION OF THESE SHARES IF YOU CONTINUE TO HOLD THEM UNTIL THE EFFECTIVE DATE OF THE NEW EXTENSION AMENDMENT PROPOSAL AND ELECTION.

Pursuant to our charter, a public stockholder may request that the Company redeem all or a portion of such public stockholder’s public shares for cash if the New Extension Amendment Proposal is approved. You will be entitled to receive cash for any public shares to be redeemed only if you:

Through DTC’s DWAC (Deposit/Withdrawal at Custodian) System, this electronic delivery process can be accomplished by the stockholder, whether or not it is a record holder or its shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $100 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is the Company’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Such stockholders will have less time to make their investment decision than those stockholders that deliver their shares through the DWAC system. Stockholders who request physical stock certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares. Certificates that have not been tendered in accordance with these procedures prior to the vote on the New Extension Amendment will not be redeemed for cash held in the trust account on the redemption date. In the event that a public stockholder tenders its shares and decides prior to the vote at the special meeting that it does not want to redeem its shares, the stockholder may withdraw the tender. If you delivered your shares for redemption to our transfer agent and decide prior to the vote at the special meeting not to redeem your public shares, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed above. In the event that a public stockholder tenders shares and the New Extension Amendment Proposal is not approved, these shares will not be redeemed and the physical certificates representing these shares will be returned to the stockholder promptly following the determination that the New Extension Amendment will not be approved. The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the New Extension would receive payment of the redemption price for such shares soon after the completion of the New Extension Amendment. The transfer agent will hold the certificates of public stockholders that make the election until such shares are redeemed for cash or returned to such stockholders.

If properly demanded, the Company will redeem each public share for 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 taxes, divided by the number of then outstanding public shares. Based onThe Company estimates that the amountper share price at which the public shares may be redeemed from cash held in the trust account as of the record date, this would amount towill be approximately $[●] per share.at the time of the special meeting. The closing price of the public shares on the NYSE on [●], 2022,June 27, 2023, the record date, was $[●]. Accordingly, if the market price were to remain the same until the date of the special meeting, exercising redemption rights would result in a public stockholder receiving approximately $[●] more per share than if such stockholder sold the public shares in the open market. The Company cannot assure public stockholders that they will be able to sell their public shares in the open market, even if the market price per

Interests of the Company’s Directors and Executive Officers

When you consider the recommendation of our Board, you should keep in mind that the Company’s executive officers and directors, and their affiliates, have interests that may be different from, or in addition to, your interests as a stockholder. These interests include, among other things:

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Additionally, if the New Extension Amendment Proposal is approved and we consummate an initial business combination, the Sponsor, officers and directors may have additional interests as will beare described in the proxy statement for the business combination.Form S-4.

U.S. Federal Income Tax Considerations

The following discussion is a summary of the material U.S. federal income tax considerations for a U.S. HoldersHolder and a Non-U.S. HoldersHolder (each as defined below, and together, “Holders”) of public shares (i) of the New Extension Amendment Proposal and (ii) that electelects to have theirits public shares redeemed for cash if the New Extension Amendment Proposal is approved. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or non-U.S. tax laws are not discussed. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service (the “IRS”), in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect the tax consequences discussed below. We have not sought and will not seek any rulings from the IRS regarding the matters discussed

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below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the transactions contemplated by the New Extension Amendment (including any redemption of the public shares in connection therewith) with respect to any public shares held through the units (including alternative characterizations of the units).

This discussion is limited to holdersa Holder that hold theirholds its public shares as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a holder’sHolder’s particular circumstances, including the impact of the alternative minimum tax or the Medicare contribution tax on net investment income. In addition, it does not address consequences relevant to holdersHolders subject to special rules, including, without limitation:

THE EXERCISE OF REDEMPTION RIGHTS IN CONNECTION THEREWITH. EACH HOLDER SHOULD CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF THE NEW EXTENSION AMENDMENT PROPOSAL AND THE EXERCISE OF REDEMPTION RIGHTS, INCLUDING THE APPLICABILITY AND EFFECTS OF U.S. FEDERAL NON-INCOME, STATE AND LOCAL AND NON-U.S. TAX LAWS.

Tax Treatment of Non-Redeeming Stockholders

A Holder of public stockholder whoshares that does not elect to redeem theirits public shares (including any public stockholder who votesHolders that vote in favor of the New Extension Amendment) will continue to own its public shares, and will not recognize any income, gain or loss for U.S. federal income tax purposes solely as a result of the New Extension Amendment Proposal.

Tax TreatmentExercise of Redeeming Stockholdersthe Redemption Rights

Generally

The U.S. federal income tax consequences to a Holder of public shares that exercises its redemption rights with respect to its public shares to receive cash in exchange for all or a portion of its public shares will depend on whether the redemption qualifies as a sale of public shares under Section 302 of the Code.

Whether a redemption of public shares qualifies for sale treatment will depend largely on the total number of shares of the Company’s stock treated as held by a Holder before and after the redemption (including any stock of the Company treated as constructively owned by the Holder as a result of owning public warrants) relative to all of the stock of the Company outstanding both before and after the redemption. The redemption of public shares generally will be treated as a sale of public shares (rather than as a corporate distribution) if the redemption satisfies one of the following tests: The redemption (1) is “substantially disproportionate” with respect to the Holder, (2) results in a “complete termination” of the Holder’s interest in the Company or (3) is “not essentially equivalent to a dividend” with respect to the Holder (the “Section 302(b) Tests”).

For a redemption to be substantially disproportionate with respect to a Holder, the percentage of the Company’s outstanding voting stock actually and constructively owned by the Holder immediately following the redemption of public shares must, among other requirements, be less than eighty percent (80%) of the percentage of the Company’s outstanding voting stock actually and constructively owned by the Holder immediately before the redemption (taking into account redemptions by other Holders of public shares).

There will be a complete termination of a Holder’s interest if either (1) all of the public shares actually and constructively owned by the Holder are redeemed or (2) all of the public shares actually owned by the Holder are redeemed and the Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the Holder does not constructively own any other public shares (including any stock constructively owned by the Holder as a result of owning public warrants).

A redemption of public shares will not be essentially equivalent to a dividend if the redemption results in a “meaningful reduction” of the Holder’s proportionate interest in the Company. Whether the redemption will result in a meaningful reduction in a Holder’s proportionate interest in the Company will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation where such stockholder exercises no control over corporate affairs may constitute such a “meaningful reduction” where such stockholder exercises no control over corporate affairs.

If none of the Section 302(b) Tests are satisfied, then the redemption of public shares will be treated as a corporate distribution to the Holder.

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U.S. Holders

As used herein, a “U.S. Holder” is a beneficial owner of a public share who or that is, for U.S. federal income tax purposes:

suspended, then non-corporate U.S. Holders may not be able to satisfy the one-year holding period requirement for long-term capital gain treatment, in which case any gain on a sale or taxable disposition of the shares or warrants would be subject to short-term capital gain treatment and would be taxed at regular ordinary income tax rates. Long-term capital gains recognized by non-corporate U.S. Holders generally will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations.

A U.S. HoldersHolder who holdholds different blocks of public shares (including as a result of holding different blocks of public shares purchased or acquired on different dates or at different prices) should consult theirits tax advisors to determine howadvisor regarding the above rules apply to them.

U.S. Holders who actually or constructively own at least five percent (5%) by vote or value (or, if the public shares are not then considered to be publicly traded, at least one percent (1%) by vote or value) or morefederal income tax considerations of the

Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a Non-U.S.Holder generally will be allowed as a credit against such Non-U.S.Holder’s U.S. federal income tax liability and such Holder generally may entitle such Non-U.S. Holder toobtain a refund provided thatof any excess amounts withheld under the required information isbackup withholding rules by timely furnished tofiling the IRS.

Foreign Account Tax Compliance Act

Provisions commonly referred to as “FATCA” impose withholding of thirty percent (30%) on payments of dividends (including constructive dividends) on public shares to “foreign financial institutions” (which is broadly definedappropriate claim for this purpose and in general includes investment vehicles) and certain other non-U.S. entities unless various U.S. information reporting and due diligence requirements (generally relating to ownership by U.S. persons of interests in or accounts with those entities) have been satisfied by, or an exemption applies to, the

redeem their shares for a portion of the trust account. Any public shares held by or subsequently purchased by our affiliates may be voted in favor of the Extension Amendment. None of the initial stockholders, advisors or their respective affiliates may make any such purchases when they are in possession of any material non-public information regarding the Company or its securities not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. The Company does not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules.

THE NEW TRUST AMENDMENT PROPOSAL

Overview

The Company entered into the Trust Agreement in connection with the IPO and a potential business combination. The Trust Agreement was amended in connection with the First Extension to permit the Company to extend the Combination period to August 1, 2023.

The New Trust Amendment would amend the Trust Agreement to authorize the New Extension as contemplated by the New Extension Amendment Proposal.

Reasons for the Proposal

The purpose of the New Trust Amendment Proposal is to authorize the New Extension under the Trust Agreement, as the New Extension is not contemplated under the Trust Agreement’s current terms.

We believe that given the Company’s expenditure of time, effort and money on pursuing an initial business combination, circumstances warrant providing public stockholders an opportunity to consider a business combination.the Business Combination. For the Company to implement the New Extension, the Trust Agreement must be amended to authorize the New Extension.

Vote Required for Approval

The affirmative vote by holders of 65% of the Company’s outstanding Class A common stock and Class F common stock, voting together as a single class, is required to approve the New Trust Amendment.

If you do not vote, you abstain from voting or you fail to instruct your broker or other nominee as to the voting of shares you beneficially own, your action will have the same effect as a vote “AGAINST” the New Trust Amendment Proposal. If you do not want the New Trust Amendment Proposal approved, you must abstain, not vote, or vote “AGAINST” the New Trust Amendment Proposal.

The Company’s initial stockholders and their respective affiliates are expected to vote any common stock over which they have voting control (including any public shares owned by them) in favor of the New Trust Amendment Proposal.

The initial stockholders are not entitled to redeem the founder shares or any public shares held by them. On the record date, the initial stockholders beneficially owned and were entitled to vote 10,000,0005,000,000 founder shares, which represents 20%approximately 39% of the Company’s issued and outstanding common stock.

Recommendation

Our Board has determined that the New Trust Amendment Proposal is in the best interests of the Company and its stockholders. Our Board has approved and declared advisable adoption of the New Trust Amendment Proposal.

OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” THE NEW TRUST AMENDMENT PROPOSAL.

The existence of financial and personal interests of our directors and officers may result in a conflict of interest on the part of one or more of the directors or officers between what he, she or they may believe is in the best interests of the Company and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the proposals. See the section entitled “The New Extension Amendment Proposal — Interests of the Company’s Directors and Executive Officers” for a further discussion.

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THE ADJOURNMENT PROPOSAL

Overview

The Adjournment Proposal, if adopted, will allow our Board to adjourn the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation of proxies in the event that there are insufficient votes for or otherwise in connection with, the New Extension Amendment Proposal or the New Trust Amendment Proposal.Proposal or if we determine that additional time is necessary to satisfy any condition to the implementation of the New Extension or to effectuate the New Extension. The Adjournment Proposal will be presented to our stockholders only in the event that there are insufficient votes for or otherwise in connection with, the approval of the New Extension Amendment Proposal and the New Trust Amendment Proposal.Proposal or if we determine that additional time is necessary to satisfy any condition to the implementation of the New Extension or to effectuate the New Extension.

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved by our stockholders, our Board may not be able to adjourn the special meeting to a later date in the event that there are insufficient votes for or otherwise in connection with, the approval of the New Extension Amendment Proposal or the New Trust Amendment Proposal.Proposal or if we determine that additional time is necessary to satisfy any condition to the implementation of the New Extension or to effectuate the New Extension.

Required Vote

The approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the Company’s stockholders represented in person (including virtually) or by proxy at the special meeting. Accordingly, if a valid quorum is otherwise established, a stockholder’s failure to vote by proxy or in person (including virtually) at the special meeting or an abstention will have no effect on the outcome of the vote on the Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Adjournment Proposal.

Recommendation

As discussed above, after careful consideration of all relevant factors, our Board has determined that the Adjournment Proposal is in the best interests of the Company and its stockholders. Our Board has approved and declared advisable the adoption of the Adjournment Proposal.

OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ADJOURNMENT PROPOSAL.

The existence of financial and personal interests of our directors and officers may result in a conflict of interest on the part of one or more of the directors or officers between what he, she or they may believe is in the best interests of the Company and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the proposals. See the section entitled “The New Extension Amendment Proposal — Interests of the Company’s Directors and Executive Officers” for a further discussion.

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PRINCIPAL STOCKHOLDERS

The following table sets forth information regarding the beneficial ownership of our common stock as of [●], 2022,June 27, 2023, the record date of the special meeting, by:

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. The following table does not reflect record or beneficial ownership of the public warrants or private placement warrants as these warrants are not exercisable within 60 days of the date of this proxy statement.

The beneficial ownership of our common stock is based on 50,000,00012,948,405 shares of common stock issued and outstanding as of [●], 2022,June 27, 2023, consisting of 40,000,0007,948,405 shares of Class A common stock and 10,000,0005,000,000 founder shares.

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DELIVERY OF DOCUMENTS TO STOCKHOLDERS

Pursuant to the rules of the SEC, the Company and its agents that deliver communications to its stockholders are permitted to deliver to two or more stockholders sharing the same address a single copy of the Company’s proxy statement. Upon written or oral request, the Company will deliver a separate copy of the proxy statement to any stockholder at a shared address who wishes to receive separate copies of such documents in the future. Stockholders receiving multiple copies of such documents may likewise request that the Company deliver single copies of such documents in the future. Stockholders may notify the Company of their requests by emailing or writing the Company at the Company’s principal executive offices at 515 North Flagler Drive, Suite 520, West Palm Beach, FL 33401, Attn: Corporate Secretary.

WHERE YOU CAN FIND MORE INFORMATION

The Company files annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an internet web site that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC. The public can obtain any documents that we file electronically with the SEC at http://www.sec.gov.

You may obtain additional copies of this proxy statement, at no cost, and you may ask any questions you may have about the New Extension Amendment Proposal, the New Trust Amendment Proposal or the Adjournment Proposal by contacting us at the following address or email:

TLG Acquisition One Corp.

515 North Flagler Drive, Suite 520

West Palm Beach, FL 33401

Attn: [●]Investor Relations

Email: [●]mail@tlgacquisitions.com

You may also obtain these documents at no cost by requesting them in writing or by telephone from the Company’s proxy solicitation agent at the following address and telephone number:

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, CT 06902

Tel: (800) 662-5200 (toll-free) or

(203) 658-9400 (banks and brokers can call collect)

Email: TLGA.info@investor.morrowsodali.com

In order to receive timely delivery of the documents in advance of the special meeting, you must make your request for information no later than [●], 20222023 (one week prior to the date of the special meeting).

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ANNEX A

PROPOSED SECOND CERTIFICATE OF

AMENDMENT TO THE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

TLG ACQUISITION ONE CORP.

TLG Acquisition One Corp., a corporation organized and existing under the by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:

RESOLVED,that Section 9.1(c) is hereby added toamended and restated in its entirety in Article IX of the Amended and Restated Certificate of Incorporation as follows:

“(c) In the event that the Corporation has not consummated an initial Business Combination within 24 months from the date of the closing of the Offering,by August 1, 2023, upon the Corporation’s or Sponsor’s request, the Corporation may extend the Required Period by (i) three months on a single occasion (the “Initial Extension”) and (ii) following the Initial Extension, one month each on up to threefive occasions (each, a “Subsequent Extension”an “Extension”), but in no event to a date later than AugustJanuary 1, 20232024 (or, in each case, if the Office of the Delaware Division of Corporations shall not be open for business (including filing of corporate documents) on such date, the next date upon which the Office of the Delaware Division of Corporations shall be open); provided that (i) the Corporation or the Sponsor (or their respective affiliates or permitted designees) will deposit into the Trust Account $0.1000 for each issued and outstanding Offering Share that has not been redeemed for the Initial Extension and $0.0333lesser of (i) an aggregate of $120,000 or (ii) $0.03 for each issued and outstanding Offering Share that has not been redeemed for each Subsequent Extension (each, a “Contribution”“Contribution”) and (ii) the procedures relating to any such extension, as set forth in the Trust Agreement, shall have been complied with. Any Contribution shall be held in the Trust Account and used to fund the redemption of the Offering Shares in accordance with Section 9.2.”

IN WITNESS WHEREOF, the corporation has caused this Certificate of Amendment to be signed this day of [●], 2022.2023.

A-1

ANNEX B

PROPOSED AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT

THIS AMENDMENT NO. 12 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of [●], 2022,2023, by and between TLG Acquisition One Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated January 27, 2021, by and between the parties hereto, as amended by Amendment No. 1 to the Investment Management Trust Agreement, dated December 19, 2022 (the “Trust Agreement”).

WHEREAS, $400,000,000 of the gross proceeds from the Offering and sale of the Private Placement Warrants was deposited into the Trust Account;

WHEREAS, Section 1(i) of the Trust Agreement provides that the Trustee is to liquidate the Trust Account and distribute the Property in the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a Termination Letter; or (y) the date which is 24 months after the closing of the Offering if a Termination Letter has not been received by the Trustee prior to such date; provided that such date can be extended until August 1, 2023;

WHEREAS, Section 6(c) of the Trust Agreement provides that Section 1(i) of the Trust Agreement may not be modified, amended or deleted without the affirmative vote of sixty-five percent (65%) of the then outstanding shares of Class A Common Stock and Class F common stock, par value $0.0001 per share, of the Company, voting together as a single class;

WHEREAS, the Company obtained the requisite vote of the stockholders of the Company to approve this Amendment; and

WHEREAS, each of the Company and Trustee desire to amend the Trust Agreement as provided herein.

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

(i) Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement. The following defined term in the Trust Agreement shall be amended and restated in their entirety:

“Trust Agreement” shall mean that certain Investment Management Trust Agreement, dated January 27, 2021, by and between TLG Acquisition One Corp. and Continental Stock Transfer & Trust Company, as amended by the Amendment No. 1 to Investment Management Trust Agreement dated [●], 2022.”;December 19, 2022 and

(ii) The term “Property” shall be deemed as further amended by the Amendment No. 2 to include any Contribution paid to the Trust Account in accordance with the terms of the Amended and Restated Certificate of Incorporation and the Trust Agreement.

EXHIBIT E

[Letterhead of Company]

[Insert date]

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez

Re: Trust Account — Extension Letter

Dear Mr. Wolf and Ms. Gonzalez:

Pursuant to paragraphs 1(j) and 1(m) of the Investment Management Trust Agreement between TLG Acquisition One Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of

IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first written above.

YOUR VOTE IS IMPORTANT.IMPORTANT! PLEASE VOTE TODAY.

Vote by Internet – QUICK BY: INTERNET Go To: www.proxypush.com/TLGA • Cast your vote online • Have your Proxy Card ready P.O. BOX 8016, CARY, NC 27512-9903 • Follow the simple instructions to record your vote PHONE    Call «««1-866-305-3294 EASY

IMMEDIATE – 24 Hours a Day, 7 Days a Week or by Mail

SignatureSignature, if held jointlyDate2022.

Signature should agree with name printed hereon. If stock is held • Use any touch-tone telephone • Have your Proxy Card ready • Follow the simple recorded instructions MAIL • Mark, sign and date your Proxy Card • Fold and return your Proxy Card in the name of more than one person, EACH joint owner should sign. Executors, administrators,trustees, guardians and attorneys should indicate the capacity in which they sign. Attorneys should submit powers of attorney .

TLG Acquisition One Corp. Special Meeting of Stockholders Please make your marks like this: X THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF PROPOSALS 1, 2, AND 3, IF PRESENTED BOARD OF DIRECTORS PROPOSAL THE TRUST AMENDMENT PROPOSAL AND THE ADJOURNMENT PROPOSAL, RESPECTIVELY.

(ContinuedYOUR VOTE RECOMMENDS FOR AGAINST ABSTAIN 1. Proposal 1—New Extension Amendment Proposal FOR Amend the Company’s amended and restated certificate of incorporation to extend the date by #P1# #P1# #P1# which the Company has to consummate a business combination (each, an “Extension”) on a monthly basis up to five times from August 1, 2023 to January 1, 2024. 2. Proposal 2—New Trust Amendment Proposal FOR Amend the Company’s trust agreement to extend the date on which the trustee must liquidate the #P2# #P2# #P2# trust account established by the Company in connection with its initial public offering on a monthly basis up to five times from August 1, 2023 to January 1, 2024 by depositing the lesser of (i) an aggregate of $120,000 or (ii) $0.03 for each issued and outstanding share of the Company’s Class A common stock that has not been redeemed for each one-month Extension. 3. Proposal 3—Adjournment Proposal FOR Adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation #P3# #P3# #P3# and vote of proxies in the event that there are insufficient votes to approve Proposal 1 or Proposal 2 or if the Company determines that additional time is necessary to satisfy any condition to the implementation of the Extension or to effectuate the extension. You must register to attend the meeting online and/or participate at www.proxydocs.com/TLGA Authorized Signatures—Must be completed for your instructions to be marked, datedexecuted. Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, executors, guardians, attorneys-in-fact, etc., should include title and signed onauthority. Corporations should provide full name of corporation and title of authorized officer signing the reverse side)Proxy/Vote Form. Attorneys-in-fact should submit powers of attorney. Signature (and Title if applicable) Date Signature (if held jointly) Date