WEST PALM BEACH, Fla.--(BUSINESS WIRE)--Electriq Power Holdings, Inc. (“Electriq”) (NYSE:ELIQ), a trusted provider of intelligent energy storage and management solutions for homes and small businesses, was a sponsor of the Intersolar North America and Energy Storage North America (ISNA/ESNA) 2024 Solar Games Competition, hosted at the San Diego Convention Center from January 17-19, 2024. The 2024 Solar Games tournament featured eight residential solar installer teams from across the U.S., each installing ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ___________________________ (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39948 ___________________________ ELECTRIQ POWER HOLDINGS, INC. (Exact name of registrant as spe ...

Large accelerated filer ☐ Accelerated filer ☐ Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to (Commission File Number) (IRS Employer Identification No.) (833) 462-2883 Registrant's telephone number, including ar ...

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to TLG Acquisition One Corp. (Exact name of registrant as specified in its charter) Delaware 001-39948 85-3310839 (State or other jurisdiction of incorporation or or ...

Part I [Business](index=6&type=section&id=Item%201.%20Business) The company is a SPAC that raised $400 million and has entered into a merger agreement with Electriq Power, Inc - The company is a blank check company, or SPAC, whose purpose is to merge with an operating business and is considered a **"shell company"**[18](index=18&type=chunk) - On November 13, 2022, the company entered into a merger agreement with **Electriq Power, Inc**, which will become a wholly-owned subsidiary and the combined company will be renamed "Electriq Power Holdings, Inc"[27](index=27&type=chunk) Proposed Merger Consideration for Electriq | Consideration Component | Value/Amount | | :--- | :--- | | **Total Merger Consideration** | **$495 million** | | Stock Consideration | Up to 49,500,000 shares of Class A common stock (valued at $10.00/share) | | Optional Cash Consideration | Up to $25.0 million (with a corresponding reduction in shares) | | Escrowed Incentive Shares | 2,000,000 shares of Class A common stock placed in escrow | - The company's acquisition criteria targets businesses with an equity valuation between **$500 million and $2.0 billion** in sectors like technology, healthcare, and business services[53](index=53&type=chunk) - Following a stockholder vote, the deadline to complete a business combination was extended to August 1, 2023, which led to the redemption of **32,051,595 shares** of Class A common stock[63](index=63&type=chunk) [Risk Factors](index=17&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks including failure to complete its business combination, shareholder redemptions, and regulatory challenges - There is a risk of failing to complete an initial business combination by the **deadline of August 1, 2023**, which would lead to the company's liquidation and worthless warrants[89](index=89&type=chunk)[91](index=91&type=chunk) - The ability of public stockholders to redeem a large number of shares may make the company's financial condition unattractive to targets and could prevent completing a business combination[85](index=85&type=chunk)[87](index=87&type=chunk) - A **significant conflict of interest** exists as the sponsor, officers, and directors will lose their entire investment if a business combination is not completed[226](index=226&type=chunk) - The company faces the risk of being deemed an investment company, which was mitigated by liquidating its trust account's securities into cash, resulting in minimal interest income[181](index=181&type=chunk)[187](index=187&type=chunk)[188](index=188&type=chunk) - The Inflation Reduction Act of 2022 imposes a **1% excise tax** on stock repurchases, which may apply to redemptions and reduce cash available for a business combination[238](index=238&type=chunk) - The proposed business combination with Electriq may be subject to review by the **Committee on Foreign Investment in the United States (CFIUS)**, which could delay or block the transaction[171](index=171&type=chunk) - The company's independent registered public accounting firm has expressed substantial doubt about its ability to continue as a **"going concern"**[109](index=109&type=chunk) [Unresolved Staff Comments](index=53&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - None[245](index=245&type=chunk) [Properties](index=53&type=section&id=Item%202.%20Properties) The company maintains its executive offices in West Palm Beach, Florida - The company's executive offices are located in West Palm Beach, Florida[246](index=246&type=chunk) [Legal Proceedings](index=53&type=section&id=Item%203.%20Legal%20Proceedings) The company is not a party to any material pending legal proceedings - The company is not involved in any material legal proceedings[247](index=247&type=chunk) [Mine Safety Disclosures](index=53&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[248](index=248&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=54&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's stock trades on the NYSE, its warrants were delisted, and it has not paid dividends - The company's units (TLGA.U) and Class A Common Stock (TLGA) are traded on the NYSE, while the **Public Warrants were delisted** on November 21, 2022[250](index=250&type=chunk) - **No cash dividends** have been paid to date, and none are intended prior to the completion of the initial business combination[252](index=252&type=chunk) - The sponsor and RBC purchased **6,666,667 private placement warrants** at $1.50 per warrant in a private placement exempt from registration[255](index=255&type=chunk) [Selected Financial Data](index=55&type=section&id=Item%206.%20Selected%20Financial%20Data) This item is not applicable as the company is a smaller reporting company - Not applicable[259](index=259&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=55&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company reported net income of $10.4 million in 2022, driven by non-operating items, but faces a going concern warning due to a working capital deficit - In connection with extending the business combination deadline, holders of **32,051,595 public shares redeemed them for approximately $324.4 million**[269](index=269&type=chunk) - As of December 31, 2022, the company had a **working capital deficit of approximately $7.0 million** and only $20,000 in its operating bank account[286](index=286&type=chunk) - Management has determined that liquidity issues and the mandatory liquidation deadline raise **substantial doubt about the company's ability to continue as a going concern**[288](index=288&type=chunk) Results of Operations (Year Ended Dec 31) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | **Net Income** | **$10.4 million** | **$17.9 million** | | Income from investments in Trust Account | $5.7 million | $23,684 | | Change in fair value of derivative warrant liabilities | $9.8 million (gain) | $23.9 million (gain) | | General and administrative expenses | ($4.4 million) | ($4.3 million) | - The company has a deferred underwriting commission of **$14.0 million**, payable only upon completion of a Business Combination[298](index=298&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=62&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This item is not required as the company is a smaller reporting company - The company is a smaller reporting company and is not required to provide this information[307](index=307&type=chunk) [Financial Statements and Supplementary Data](index=62&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section refers to the consolidated financial statements at the end of the report - The financial statements are located following Item 16 of the Annual Report[308](index=308&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=63&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants - None[310](index=310&type=chunk) [Controls and Procedures](index=63&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal controls over financial reporting were effective - Management concluded that **disclosure controls and procedures were effective** as of December 31, 2022[311](index=311&type=chunk) - Management determined that the company maintained **effective internal control over financial reporting** as of December 31, 2022[313](index=313&type=chunk) - No material changes were made to the internal control over financial reporting during the fourth quarter of 2022[315](index=315&type=chunk) [Other Information](index=63&type=section&id=Item%209B.%20Other%20Information) The company reports no other information - None[316](index=316&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=63&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[317](index=317&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=64&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The section details company leadership, board structure, and significant potential conflicts of interest for management - The executive team includes **John Michael Lawrie as CEO** and **David Johnson as CFO**[318](index=318&type=chunk) - The board has three standing committees (Audit, Compensation, Nominating) all composed of **independent directors**[328](index=328&type=chunk) - The company has adopted a **Code of Business Conduct and Ethics** applicable to all directors, officers, and employees[335](index=335&type=chunk) - **Significant conflicts of interest** exist, as officers and directors are not required to commit their full time to the company and have fiduciary duties to other entities[339](index=339&type=chunk)[340](index=340&type=chunk) [Executive Compensation](index=70&type=section&id=Item%2011.%20Executive%20Compensation) Officers and directors have not received cash compensation, only founder shares and expense reimbursements - **No officers or directors have received any cash compensation** for services rendered to the company[348](index=348&type=chunk) - In January 2021, each independent director received **40,000 founder shares** as compensation[348](index=348&type=chunk) - The sponsor, officers, and directors will be reimbursed for reasonable out-of-pocket expenses related to company activities[348](index=348&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=71&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) The sponsor and management hold significant voting control through their ownership of Class F founder shares Beneficial Ownership as of March 17, 2023 | Beneficial Owner | Class F Shares Owned | % of Class F | Total Voting Control | | :--- | :--- | :--- | :--- | | TLG Acquisition Founder LLC | 4,360,869 | 87.2% | 33.7% | | John Michael Lawrie (CEO) | 4,860,869 | 97.2% | 37.5% | | All officers and directors as a group (6 individuals) | 4,976,812 | 99.5% | 38.4% | - Several institutional investors, including **Meteora Capital, LLC (8.9%)** and **Sculptor Capital LP (8.0%)**, are beneficial owners of more than 5% of the Class A common stock[352](index=352&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=72&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company has multiple related-party transactions with its sponsor, including loans, warrants, and service agreements - The sponsor purchased founder shares for $25,000 and **private placement warrants for $7.0 million**[356](index=356&type=chunk)[357](index=357&type=chunk) - The company pays an affiliate of the sponsor **$7,000 per month** for office space, administrative, and support services[360](index=360&type=chunk) - The sponsor has provided a working capital loan facility of up to **$8,000,000**, of which approximately **$3.0 million was outstanding** as of December 31, 2022[362](index=362&type=chunk) - The board of directors has determined that three of its members are **"independent directors"** under NYSE listing standards[368](index=368&type=chunk) [Principal Accounting Fees and Services](index=74&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) This section details audit and tax fees paid to the company's independent accounting firm for 2022 and 2021 Accounting Fees Paid to WithumSmith+Brown, PC | Fee Type | 2022 | 2021 | | :--- | :--- | :--- | | Audit Fees | $135,720 | $108,150 | | Audit-Related Fees | $0 | $0 | | Tax Fees | $9,100 | $8,570 | | All Other Fees | $0 | $0 | Part IV [Exhibits, Financial Statement Schedules](index=75&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists all filed exhibits, including the merger agreement with Electriq and various sponsor agreements - Key exhibits filed include the **Merger Agreement with Electriq Power, Inc.** and its first amendment[379](index=379&type=chunk) - Other significant exhibits include the Warrant Agreement, Registration Rights Agreement, and the Amended and Restated Promissory Note for the working capital loan[379](index=379&type=chunk)[381](index=381&type=chunk) [Form 10-K Summary](index=77&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable - Not applicable[383](index=383&type=chunk) Financial Statements [Report of Independent Registered Public Accounting Firm](index=80&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The auditor issued a standard opinion but included a 'Going Concern' paragraph due to liquidity risks - The auditor's report contains a **"Going Concern" paragraph**, citing the company's liquidity needs and mandatory liquidation date as raising substantial doubt about its ability to continue[394](index=394&type=chunk) [Consolidated Balance Sheets](index=81&type=section&id=Consolidated%20Balance%20Sheets) The balance sheet shows total assets of $81.1 million as of year-end 2022, significantly reduced by shareholder redemptions Consolidated Balance Sheet Data (as of Dec 31) | Account | 2022 | 2021 | | :--- | :--- | :--- | | Cash and investments held in Trust Account | $80,945,242 | $400,023,684 | | Total Assets | $81,073,148 | $400,177,829 | | Total Liabilities | $22,935,278 | $28,119,206 | | Class A common stock subject to possible redemption | $79,739,786 | $400,000,000 | [Consolidated Statements of Operations](index=82&type=section&id=Consolidated%20Statements%20of%20Operations) The company reported net income of $10.4 million for 2022, driven by investment income and fair value changes of warrants Consolidated Statement of Operations Data (Year Ended Dec 31) | Account | 2022 | 2021 | | :--- | :--- | :--- | | Loss from operations | ($4,676,313) | ($4,620,942) | | Change in fair value of derivative warrant liabilities | $9,800,000 | $23,933,330 | | Income from investments held in Trust Account | $5,683,750 | $23,684 | | **Net Income** | **$10,441,388** | **$17,922,732** | [Consolidated Statements of Cash Flows](index=84&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Cash flows were dominated by financing activities, showing $324.4 million paid for stock redemptions Consolidated Statement of Cash Flows Data (Year Ended Dec 31) | Cash Flow Category | 2022 | 2021 | | :--- | :--- | :--- | | Net cash used in operating activities | ($2,528,791) | ($2,211,797) | | Net cash provided by (used in) investing activities | $324,762,191 | ($400,000,000) | | Net cash provided by (used in) financing activities | ($322,262,141) | $402,259,788 | [Notes to Consolidated Financial Statements](index=85&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail the proposed Electriq merger, shareholder redemptions, related-party transactions, and fair value measurements - Note 1 details the proposed business combination with Electriq and the extension of the combination period to August 1, 2023, accompanied by the redemption of **32,051,595 public shares for ~$324.4 million**[427](index=427&type=chunk)[428](index=428&type=chunk)[431](index=431&type=chunk) - Note 4 describes related party transactions, including the founder shares, private placement warrants, and a **working capital loan facility from the sponsor for up to $8 million**[492](index=492&type=chunk)[497](index=497&type=chunk)[501](index=501&type=chunk) - Note 9 explains that derivative warrant liabilities are measured at fair value using market prices (Level 1), observable inputs (Level 2), and model-based inputs (Level 3)[537](index=537&type=chunk)[543](index=543&type=chunk)[545](index=545&type=chunk)

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to TLG Acquisition One Corp. (Exact name of registrant as specified in its charter) Delaware 001-39948 85-3310839 (State or other jurisdiction of incorporation o ...

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to TLG Acquisition One Corp. (Exact name of registrant as specified in its charter) Delaware 001-39948 85-3310839 (State or other jurisdiction of incorporation or org ...

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to TLG Acquisition One Corp. (Exact name of registrant as specified in its charter) Delaware 001-39948 85-3310839 (State or other jurisdiction of incorporation or or ...

Company Overview - The company was incorporated in October 2020 as a blank check company and has not generated any revenue to date[20]. - The Initial Public Offering (IPO) was completed on February 1, 2021, raising gross proceeds of $400 million from the sale of 40 million units at $10.00 per unit[22]. - A total of $400 million from the IPO and private placement was placed in a trust account, with transaction costs amounting to approximately $22.7 million[24]. Acquisition Strategy - The company aims to identify acquisition targets with an equity valuation between $500 million to $2 billion[34]. - Target sectors include technology, healthcare, financial services, and business services, focusing on companies that can benefit from scale and synergies[34]. - The management team plans to leverage their extensive industry networks to arrange synergistic business combinations[32]. - The company intends to utilize a proprietary Value Creation Model to drive long-term operational success, focusing on strategy, asset allocation, financial model, management team, and culture[31]. - The management team has experience in navigating financial and operational challenges, particularly in sectors impacted by technological disruption[29]. Due Diligence and Business Combination - The company will conduct thorough due diligence on prospective target businesses, including meetings with management and document reviews[38]. - The initial business combination must involve operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account[43]. - The company anticipates structuring its initial business combination to acquire 100% of the target business's equity interests or assets, but may acquire less than 100% to meet specific objectives[44]. - The deadline to complete the initial business combination is set for February 1, 2023[45]. Stockholder Rights and Redemption - Public stockholders will have the opportunity to redeem shares at a per-share price initially anticipated to be $10.00, based on the Trust Account balance[51]. - Redemption rights are limited to ensure net tangible assets remain above $5,000,001, preventing the company from being classified as a "penny stock"[52]. - If the initial business combination is not completed within 24 months, the company will redeem 100% of public shares at the Trust Account balance, leading to liquidation[54]. - The company requires 15,000,001 public shares, approximately 37.5%, or 2,500,001 shares, approximately 6.25%, to be voted in favor of an initial business combination for approval[65]. - If stockholder approval is not sought, public stockholders may only redeem shares for cash, limiting their ability to evaluate specific merits or risks of target businesses[66][67]. Financial Risks and Concerns - The company faces competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[57]. - The company has substantial doubt about its ability to continue as a going concern if it cannot raise additional funds or complete a business combination by February 1, 2023[105]. - The funds in the Trust Account may be reduced below $10.00 per public share due to third-party claims or other liabilities[104]. - The company may face bankruptcy risks if it distributes proceeds from the Trust Account to public stockholders before addressing creditor claims, potentially leading to recovery actions by a bankruptcy court[113]. - If the company does not complete its initial business combination within the required timeframe, public stockholders may receive approximately $10.00 per share upon liquidation of the Trust Account[94]. Operational Challenges - The company may face challenges in negotiating business combinations due to the time constraint imposed by the 24-month deadline[75][76]. - The company may need to reserve cash in the Trust Account for closing conditions, which could limit its ability to complete desirable business combinations[72]. - The company may incur substantial debt to complete a business combination, which could adversely affect its leverage and financial condition[153]. - The company may face challenges in completing multiple business combinations simultaneously, leading to increased costs and operational risks[160]. Compliance and Regulatory Issues - The company must maintain specific financial metrics to ensure continued listing on the NYSE, including a minimum share price of $4.00 and a total market capitalization of at least $200 million[198]. - If the NYSE delists the company's securities, it could lead to reduced liquidity and increased trading restrictions, impacting the ability to raise additional capital[199]. - The company is classified as a "blank check" company under U.S. securities laws, with net tangible assets exceeding $5 million, exempting it from certain SEC rules[204]. - The company must ensure that investment securities do not constitute more than 40% of total assets to avoid being regulated as an investment company under the Investment Company Act[209]. Internal Controls and Governance - The company concluded that its disclosure controls and procedures were not effective as of December 31, 2021, which may adversely affect investor confidence and business results[142]. - The company has acknowledged that remediation measures for internal control improvements may be time-consuming and costly, with no assurance of achieving the intended effects[145]. - The initial stockholders may exert significant influence over corporate actions, including amendments to the certificate of incorporation, due to their substantial ownership[216]. Market and Investment Considerations - The public warrants have an exercise price of $11.50 per share, which is higher than typical offerings, making them more likely to expire worthless[213]. - The company may pursue acquisition opportunities in industries or sectors outside of its management's expertise, which could lead to inadequate risk assessment and potential value reduction for securityholders[134]. - The company has not yet selected a specific target business for its initial business combination, making it difficult to evaluate the associated risks and merits[131].

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to TLG Acquisition One Corp. (Exact name of registrant as specified in its charter) Delaware 85-3310839 (State or other jurisdiction of incorporation or organiza ...