TLG Acquisition One Corp. (NYSE: TLGA; TLGA.U) (“TLG”), a
publicly traded special purpose acquisition company, today
announced that TLG’s registration statement on Form S-4, relating
to the previously announced business combination between TLG and
Electriq Power, Inc. (“Electriq”), a leading provider of
residential energy storage solutions, has been declared effective
by the U.S. Securities and Exchange Commission (the “SEC”).
TLG will mail the definitive joint proxy statement/consent
solicitation statement/prospectus (the “Proxy Statement”) to
stockholders of record as of the close of business on June 8, 2023.
The Proxy Statement contains a notice and voting instruction form
or a proxy card relating to the special meeting of TLG’s
stockholders (the “Special Meeting”).
The Special Meeting to approve the proposed business combination
is scheduled to be held on July 25, 2023 at 10:00 a.m. Eastern Time
in virtual meeting format. If the proposals at the Special Meeting
are approved, the parties anticipate that the business combination
will close and the combined entity will commence trading on the New
York Stock Exchange under the new ticker symbol “ELIQ” shortly
thereafter, subject to the satisfaction or waiver, as applicable,
of all other closing conditions.
Every stockholder’s vote is important, regardless of the number
of shares held. Accordingly, TLG requests that each stockholder
complete, sign, date and return a proxy card (online or by mail) as
soon as possible and, if by internet, no later than 11:59 p.m.
Eastern Time on July 24, 2023, to ensure that the stockholder’s
shares will be represented at the Special Meeting. Stockholders who
hold shares in “street name” (i.e. those stockholders whose shares
are held of record by a broker, bank or other nominee) should
contact their broker, bank or nominee to ensure that their shares
are voted.
If any TLG stockholder does not receive the Proxy Statement,
such stockholder should (i) confirm his or her Proxy Statement’s
status with his or her broker or (ii) contact Morrow Sodali LLC,
TLG’s proxy solicitor (“Morrow Sodali”), for assistance via email
at TLGA.info@investor.morrowsodali.com or toll-free call at (800)
662-5200. Banks and brokers can place a collect call to Morrow
Sodali at (203) 658-9400.
About Electriq
Electriq, founded in 2014 in Silicon Valley, provides turnkey
intelligent energy storage and management solutions for homes and
small businesses. Electriq’s solutions deliver always-available,
low-cost clean energy, even during intermittent outages and
inclement weather. Those solutions enable cities, municipalities,
and utilities to provide their constituents with a path to
sustainable and resilient sources of energy, regardless of
socio-economic status. Electriq announced in November 2022 it had
entered into a definitive transaction agreement with TLG
Acquisition One Corp. (NYSE: TLGA), a publicly traded special
purpose acquisition company. Upon closing of the transaction, the
combined company will operate under the name Electriq Power
Holdings, Inc. The company’s combined shares are expected to trade
on the NYSE under the symbol “ELIQ.”
About TLG
TLG Acquisition One Corp. is a special purpose acquisition
company formed by The Lawrie Group for the purpose of effecting a
merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses.
Additional Information and Where to Find It
This communication relates to the proposed business combination
(“Business Combination”) involving TLG and Electriq. This
communication may be deemed to be solicitation material in respect
of the proposed Business Combination. The proposed Business
Combination has been submitted to TLG’s stockholders for their
consideration. In connection with the proposed Business
Combination, TLG has filed with the SEC a registration statement on
Form S-4 (the “Form S-4”), in which a joint proxy statement/consent
solicitation statement/prospectus (the “Proxy Statement/Consent
Solicitation Statement/Prospectus”) was included. The information
in the Form S-4 may be changed. TLG also intends to file other
relevant documents with the SEC regarding the proposed Business
Combination. The Form S-4 has been declared effective by the SEC
and the definitive Proxy Statement/Consent Solicitation
Statement/Prospectus is being mailed to TLG’s stockholders in
connection with TLG’s solicitation of proxies for the vote of TLG’s
stockholders, and Electriq’s stockholders in connection with
Electriq’s solicitation of written consent, in connection with the
proposed Business Combination and other matters as described in
such Proxy Statement/Consent Solicitation Statement/Prospectus, and
serves as the prospectus relating to the offer of the securities to
be issued to Electriq’s stockholders in connection with the
completion of the proposed Business Combination. BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED BUSINESS
COMBINATION, INVESTORS AND STOCKHOLDERS OF TLG AND INVESTORS AND
STOCKHOLDERS OF ELECTRIQ AND OTHER INTERESTED PERSONS ARE URGED TO
READ THE DEFINITIVE PROXY STATEMENT/CONSENT SOLICITATION
STATEMENT/PROSPECTUS REGARDING THE PROPOSED BUSINESS COMBINATION
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER
RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED BUSINESS COMBINATION.
The Proxy Statement/Consent Solicitation Statement/Prospectus,
any amendments or supplements thereto and other relevant materials,
and any other documents filed by TLG with the SEC, may be obtained
once such documents are filed with the SEC free of charge at the
SEC’s website at www.sec.gov or free of charge from TLG at
https://tlgacquisitions.com/investor-relations/default.aspx or by
directing a written request to TLG at 515 North Flagler Drive,
Suite 520, West Palm Beach, FL 33401.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Participants in the Solicitation
TLG, Electriq and certain of their respective executive
officers, directors, other members of management and employees may,
under the rules of the SEC, be deemed to be “participants” in the
solicitation of proxies in connection with the proposed Business
Combination.
Information regarding TLG’s directors and executive officers is
available in its Annual Report on Form 10-K for the year ended
December 31, 2022, which was filed with the SEC on March 20, 2023
(the “Annual Report”). To the extent that holdings of TLG’s
securities have changed from the amounts reported in the Annual
Report, such changes have been or will be reflected on Statements
of Changes in Beneficial Ownership on Form 4 filed with the SEC.
These documents may be obtained free of charge from the sources
indicated above. Other information regarding the participants in
the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, is contained
in the Form S-4, the Proxy Statement/Consent Solicitation
Statement/Prospectus and other relevant materials relating to the
proposed Business Combination to be filed with the SEC when they
become available. Stockholders and other investors should read the
Proxy Statement/Consent Solicitation Statement/Prospectus carefully
when it becomes available before making any voting or investment
decisions.
Cautionary Statement Regarding Forward-Looking
Statements
This communication includes “forward-looking statements” within
the meaning of the “safe harbor” provisions of the U.S. Private
Securities Litigation Reform Act of 1995. Generally, statements
that are not historical facts in this communication are
forward-looking statements. Forward-looking statements herein
generally relate to future events or the future financial or
operating performance of TLG, Electriq or the combined company
expected to result from the Business Combination (the “Combined
Company”). For example, projections of future financial or
operational performance of Electriq or the Combined Company are
forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as “may,” “ should,”
“ expect,” “ intend,” “ will,” “estimate,” “ anticipate,” “
believe,” “ predict,” “project,” “target,” “budget,” “forecast,”
“could,” “continue,” “plan,” or “potentially” or the negatives of
these terms or variations of them or similar terminology. Such
forward-looking statements are based on beliefs and assumptions and
on information currently available to management of TLG or Electriq
and are subject to risks, uncertainties, and other factors which
could cause actual results to differ materially from those
expressed or implied by such forward-looking statements.
These forward-looking statements are based upon estimates and
assumptions that, while considered reasonable by TLG, Electriq and
their management, as the case may be, are inherently uncertain and
subject to material change. There can be no assurance that future
developments affecting TLG or Electriq will be those that it has
anticipated. New risks and uncertainties may emerge from time to
time, and it is not possible to predict all risks and
uncertainties. Factors that may cause actual results to differ
materially from current expectations include, but are not limited
to, various factors beyond management’s control, including general
economic conditions and other risks, uncertainties and factors set
forth in TLG’s SEC filings. Nothing in this communication should be
regarded as a representation by any person that the forward-looking
statements set forth herein will be achieved or that any of the
contemplated results of such forward-looking statements will be
achieved. You should not place undue reliance on forward-looking
statements in this communication, which speak only as of the date
they are made and are qualified in their entirety by reference to
the cautionary statements herein and the risk factors of TLG and
Electriq described above. Neither TLG nor Electriq undertakes any
duty to update these forward-looking statements. In addition, no
responsibility, liability or duty of care is or will be accepted by
TLG, Electriq or any other person for updating or revising this
communication or providing any additional information to any
recipient and any such liability is expressly disclaimed.
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version on businesswire.com: https://www.businesswire.com/news/home/20230717900561/en/
Media enquiries for TLG – email mail@tlgacquisitions.com
Media enquiries for Electriq – email ir@electriqpower.com
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