~~UNITED STATES~~

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,~~September 30, 2021

☐	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 of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)


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

(561)

945-8340

Registrant’s telephone number, including area code

Not Applicable

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

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


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

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

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

Regulation

S-T

(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such

files).

Yes

☒ No ☐

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

non-accelerated

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

Rule 12b-2

of the Exchange Act.

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

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

Rule

12b-2

of the Exchange Act). Yes ☒ No ☐

As of ~~May~~November

2412

, 2021,

40,000,000

shares of Class A common shares, par value $0.0001 per share, and 10,000,000

shares of Class F common shares, par value $0.0001 per share, were issued and outstanding, respectively.

Table of Contents

TLG ACQUISITION ONE CORP.

Form

10-Q

For the Quarter Ended ~~March 31,~~September 30, 2021

Table of Contents


		Page
PART I. FINANCIAL INFORMATION
Item 1.
~~Item 1.~~	Condensed Financial Statements		1
	Condensed Balance Sheets as of ~~March 31,~~September 30, 2021 (Unaudited) and December 31, 2020		1
	~~Unaudited~~ Condensed ~~Statement~~Statements of Operations for the Three and Nine Months Ended September 30, 2021 (Unaudited)		2
	~~Unaudited~~ Condensed ~~Statement~~Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2021 (Unaudited)		3
	~~Unaudited~~ Condensed Statement of Cash Flows for the Nine Months Ended September 30, 2021 (Unaudited)		4
	Notes to Unaudited Condensed Financial Statements		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		1820
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		2224
Item 4.	Controls and Procedures		24
~~Item 4.~~ PART II. OTHER INFORMATION
Item 1.	~~Controls and Procedures~~Legal Proceedings		2225
~~PART II. OTHER INFORMATION~~ Item 1A.	Risk Factors		25
Item 1. 2.	~~Legal Proceedings~~		23
~~Item 1A.~~	~~Risk Factors~~		23
~~Item 2.~~	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities		2325
Item 3.	Defaults Upon Senior Securities		2325
Item 4.	Mine Safety Disclosures		2325
Item 5.	Other Information		2325
Item 6.	Exhibits		2426

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1.

Condensed Financial Statements

TLG ACQUISITION ONE CORP.

CONDENSED BALANCE SHEETS

March 31, 2021

December 31, 2020


(Unaudited)

Assets:

Current assets:

Cash
   $ 258,437 $ 500
Prepaid expenses
   785,836 —

Total current assets


1,044,273

500

Investments held in Trust Account
   400,003,874 —
Deferred offering costs
   —   318,261

Total Assets

$
401,048,147

$
318,761


Liabilities and Stockholders’ Equity:

Current liabilities:

Accounts payable
   $ 18,000 $ 750
Accrued expenses
   106,250 157,261
Note payable - related party
   —   138,142
Franchise tax payable
   49,207 937

Total current liabilities
   173,457 297,090
Derivative warrant liabilities
   21,666,670 —
Deferred underwriting commissions
   14,000,000 —

Total Liabilities
   35,840,127 297,090
Commitments and Contingencies
0 0
Class A common stock, $0.0001 par value; 36,020,801 and
-0-
shares subject to possible redemption at $10.00 per share as of March 31, 2021 and December 31, 2020, respectively
   360,208,010 —
Stockholders’ Equity:

Preferred stock, $0.0001 par value; 1,000,000 shares authorized; NaN issued and outstanding as of March 31, 2021 and December 31, 2020
   0—   —
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 3,979,199 and
-0-
shares issued and outstanding (excluding
36,020,801
shares subject to possible redemption) as of March 31, 2021 and December 31, 2020, respectively
   398 —
Class F common stock, $0.0001 par value; 20,000,000 shares authorized; 10,000,000 shares issued and outstanding as of March 31, 2021 and December 31, 2020
   1,000 1,000
Additional
paid-in
capital
   — 24,000
Retained earnings (accumulated deficit)
   4,998,612 (3,329 )

Total stockholders’ equity
   5,000,010 21,671

Total Liabilities and Stockholders’ Equity

$
401,048,147

$
318,761


	September 30, 2021			December 31, 2020
	(Unaudited)
Assets
Current assets:
Cash	$	37,618		$	500
Prepaid expenses		365,391			—

Total current assets		403,009			500
Investments held in Trust Account		400,016,098			—
Deferred offering costs		—			318,261

Total Assets	$	400,419,107		$	318,761

Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit):
Current liabilities:
Accounts payable	$	270,064		$	750
Accrued expenses		1,760,330			157,261
Working Capital Loan - related party		570,000			—
Franchise tax payable		148,385			937
Note Payable - related party		—			138,142

Total current liabilities		2,748,779			297,090
Derivative warrant liabilities		13,733,330			—
Deferred underwriting commissions		14,000,000			—

Total Liabilities		30,482,109			297,090
Commitments and Contingencies		0			0
Class A common stock subject to possible redemption, $0.0001 par value; 40,000,000 and -0- at $10.00 per share as of September 30, 2021 and December 31, 2020, respectively		400,000,000			—
Stockholders’ Equity (Deficit):
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; NaN issued and outstanding as of September 30, 2021 and December 31, 2020		0—			—
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; as of September 30, 2021 and December 31, 2020, respectively		0			—
Class F common stock, $0.0001 par value; 20,000,000 shares authorized; 10,000,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively		1,000			1,000
Additional paid-in capital		—			24,000
Accumulated deficit		(30,064,002	)		(3,329	)

Total stockholders’ equity (deficit)		(30,063,002	)		21,671

Total Liabilities and Stockholders’ Equity (Deficit)	$	400,419,107		$	318,761

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

Table of Contents

TLG ACQUISITION ONE CORP.

~~UNAUDITED~~

CONDENSED ~~STATEMENT~~STATEMENTS OF OPERATIONS

For ~~the~~The Three and Nine Months Ended ~~March 31,~~September 30, 2021 (Unaudited)

General and administrative expenses
   $ 273,069
General and administrative expenses - related party
   14,000
Franchise tax expense
   97,996

Loss from operations
   (385,065 )
Offering costs allocated to derivative warrant liabilities    (1,413,340 )
Change in fair value of derivative warrant liabilities
   12,866,660
Income from investments held in Trust Account
   3,874

Earnings before income taxes
   11,072,129
Income tax expense
   0

Net income
   $ 11,072,129

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

Basic and diluted net income per share, Class A

common stock
   $ 0.00

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

Basic and diluted net income per share, Class F

common stock
   $ 1.11


	For the Three Months Ended September 30, 2021			For the Nine Months Ended September 30, 2021
General and administrative expenses	$	161,058		$	3,337,532
General and administrative expenses - related party		22,000			57,000
Franchise tax expenses		59,808			207,119

Loss from operations		(242,866	)		(3,601,651	)
Offering costs associated with derivative warrant liabilities		0			(1,413,340	)
Change in fair value of derivative warrant liabilities		4,933,340			20,800,000
Income from investments held in Trust Account		6,145			16,098

Earnings before income taxes		4,696,619			15,801,107
Income tax expense		0			0

Net income	$	4,696,619		$	15,801,107

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

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

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

Basic and diluted net income per share, Class F common stock	$	0.09		$	0.35

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

Table of Contents

TLG ACQUISITION ONE CORP.

~~UNAUDITED~~

CONDENSED ~~STATEMENT~~STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

For ~~the~~The Three and Nine Months Ended ~~March 31,~~September 30, 2021 (Unaudited)

Retained


Common Stock

Earnings /

Total


Class A

Class F

Additional Paid-In

(Accumulated

Stockholders’


Shares

Amount

Shares

Amount

Capital

Deficit)

Equity

Balance -– January 1, 2021


—

$
—

10,000,000


$
1,000


$
24,000

$
(3,329
)

$
21,671

Sale of units in initial public offering, less fair value of Public Warrants,    40,000,000 4,000 —      —      375,462,670 —   375,466,670
Offering costs
   —   —   —      —      (21,352,450 ) —   (21,352,450 )
Common stock subject to possible redemption
   (36,020,801 ) (3,602 ) —      —      (354,134,220 ) (6,070,188 ) (360,208,010 )
Net income    —   —   —      —      —

11,072,129 11,072,129

Balance - March 31, 2021 (unaudited)


3,979,199

$
398

10,000,000


$
1,000


$
—

$
4,998,612

$
5,000,010


	Common Stock														Total
	Class A				Class F				Additional Paid-In			Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Equity (Deficit)
Balance - January 1, 2021		0	$	0		10,000,000	$	1,000	$	24,000		$	(3,329	)	$	21,671
Accretion of Class A common stock subject to possible redemption amount		—		—		—		—		(24,000	)		(45,861,780	)		(45,885,780	)
Net income		—		—		—		—		—			11,072,129			11,072,129

Balance - March 31, 2021 (unaudited)		0	$	0		10,000,000	$	1,000	$	0		$	(34,792,980	)	$	(34,791,980	)
Net income		—		—		—		—		—			32,359			32,359

Balance - June 30, 2021 (unaudited)		0	$	0		10,000,000	$	1,000	$	0		$	(34,760,621	)	$	(34,759,621	)
Net income		—		—		—		—		—			4,696,619			4,696,619

Balance - September 30, 2021 (unaudited)		0	$	0		10,000,000	$	1,000	$	0		$	(30,064,002	)	$	(30,063,002	)

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

Table of Contents

TLG ACQUISITION ONE CORP.

~~UNAUDITED~~

CONDENSED STATEMENT OF CASH FLOWS

For ~~the Three~~The Nine Months Ended ~~March 31,~~September 30, 2021 (Unaudited)


Cash Flows from Operating Activities:
Net income	$	11,072,129			$	15,801,107
Adjustments to reconcile net income to net cash used in operating activities:				Adjustments to reconcile net income to net cash used in operating activities:
General and administrative expenses paid by related party under note payable		1,530				1,530
Offering costs allocated to derivative warrant liabilities		1,413,340				1,413,340
Change in fair value of derivative warrant liabilities		(12,866,660	)			(20,800,000	)
Income from investments held in Trust Account		(3,874	)			(16,098	)
Changes in operating assets and liabilities:
Prepaid expenses		(785,836	)			(365,391	)
Accounts payable		18,000				270,064
Accrued expenses		21,250				1,675,330
Franchise tax payable		48,270				147,448

Net cash used in operating activities		(1,081,851	)			(1,872,670	)

Cash Flows from Investing Activities
Cash deposited in Trust Account		(400,000,000	)			(400,000,000	)

Net cash used in investing activities		(400,000,000	)			(400,000,000	)

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

Net cash provided by financing activities		401,339,788				401,909,788

Net change in cash		257,937				37,118
Cash - beginning of the period		500				500

Cash - end of the period	$	258,437			$	37,618

Supplemental disclosure of noncash activities:
Deferred offering costs included in accrued expenses	$	85,000			$	85,000
Deferred offering costs paid by related party under promissory note	$	51,890			$	51,890
Accounts payable paid through promissory note	$	750			$	750
Deferred underwriting commissions in connection with the initial public offering	$	14,000,000			$	14,000,000
Initial value of common stock subject to possible redemption	$	343,866,050
Change in value of Class A common shares subject to possible redemption	$	(16,341,960	)

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

Table of Contents

TLG ACQUISITION ONE CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note

~~Note 1—Description~~ 1-Description

of Organization and Business Operations

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

.companies.

As of ~~March 31,~~September 30, 2021, the Company had not commenced any operations. All activity for the period from October 2, 2020 (inception) through ~~March 31,~~September 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below and, after the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate

non-operating

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

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

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

Upon the closing of the Initial Public Offering and the Private Placement, $400.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a Trust Account, and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule

2a-7

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

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

The Company will provide the holders of the Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be

~~10.00~~

$10.00 per Public Share).

Table of Contents

TLG ACQUISITION ONE CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The

~~The~~ per-share

amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than

~~$5,000,001.~~ $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its amended and restated certificate of incorporation ~~(the~~

(the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Initial Stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. RBC has also agreed to vote any Public Shares purchased after the Initial Public Offering for which it has voting control in favor of a Business Combination. In addition, the Initial Stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

The Amended and Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

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

pre-initial

Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or February 1, 2023, (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of the Public Shares, at a

per-share

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

The Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete ~~a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred~~

Table of Contents

TLG ACQUISITION ONE CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) not will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Capital Resources

As of ~~March 31,~~September 30, 2021, the Company had approximately ~~$258,000~~$38,000 in its operating bank account and a working capital deficit of approximately ~~$871,000.~~ $2.3 million.

The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor on behalf of the Company to cover certain offering costs in exchange for issuance of Founder Shares (as defined in Note 4), and

loan from the Sponsor of approximately $192,000 under the

Note (as defined in Note 4). The Company

repaid the Note in full upon consummation of the Private Placement. Subsequent from the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust ~~Account.~~Account, and Working Capital Loans from affiliates. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company Working Capital Loans (as defined in Note 4) as may be required. The Company has drawn $570,000 under such loans as of September 30, 2021.

Based on the foregoing, management believes that the Company will have borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

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

Basis of Presentation

The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the ~~period~~periods presented. Operating results for the period for the three and nine months ended ~~March 31,~~September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, ~~2021 or any future period.~~2021.

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TLG ACQUISITION ONE CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Revision to Previously Reported Financial Statements

In preparation of the Company’s unaudited condensed financial statements as of and for quarterly period ended September 30, 2021, the Company concluded it should revise its financial statements to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC 480, paragraph

10-S99,

redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A common stock in permanent equity, or total stockholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company considered that the threshold would not change the nature of the underlying shares as redeemable and thus would be required to be disclosed outside equity. As a result, the Company revised its previously filed financial statements to classify all of its Class A common stock as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering in accordance with ASC 480. The change in the carrying value of the Class A common stock subject to possible redemption at the Initial Public Offering resulted in a decrease of approximately $3.8 million in additional

paid-in

capital and a charge of approximately $45.9 million to accumulated deficit, as well as a reclassification of 3,975,963 shares of Class A common stock from permanent equity to temporary equity.

The impact of the revision to the unaudited condensed balance sheets as of March 31, 2021, and June 30, 2021, is a reclassification of $39.8 million and $52.3 million, respectively, from total stockholders’ equity to Class A common stock subject to possible redemption. There is no impact to the reported amounts for total assets, total liabilities, cash flows, or net income (loss). In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company also revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, shares of Class A common stock and Class F common stock share pro rata in the income and losses of the Company.

Emerging Growth Company

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

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

non-emerging

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

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TLG ACQUISITION ONE CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Use of Estimates

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

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage ~~limits~~limit of

$250,000. As of ~~March~~September 30, 2021 and December 31, ~~2021,~~2020, the Company ~~has~~had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had 0 cash equivalents as of

~~March 31,~~ September 30, 2021 and December 31, 2020, held outside of the Trust Account.

Investments Held in Trust Account

The Company’s portfolio of investments held in

the Trust Account

is comprised ~~solely~~ of 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 investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. ~~The~~When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance ~~sheet~~sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these ~~investments~~securities are included in ~~interest~~ income from investments held in

Trust Account in the accompanying unaudited condensed ~~statement~~statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

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~~TLG ACQUISITION ONE CORP.~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term ~~nature~~

nature.

Fair Value Measurements

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

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

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

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

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TLG ACQUISITION ONE CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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

Derivative Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, ~~Derivatives~~“Derivatives and ~~Hedging~~Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is

re-assessed

at the end of each reporting ~~period~~

period.

with ASC 815. Accordingly, the Company

recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to

re-measurement

Black-Scholes option pricing model. The fair value of the Public Warrants has subsequently been determined using listed prices in an active market for such warrants, while the Private Placement Warrants continue to be measured at fair value using a modified Black-Scholes option pricing model. Derivative warrant liabilities are classified as

non-current

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

Working Capital Loan – Related Party

The Company has elected the fair value option to account for borrowings under Working Capital Loans with its affiliates, as defined and more fully described in Note 4. As a result of applying the fair value option, the Company records each draw at fair value with a gain or loss recognized at issuance, and subsequent changes in fair value are recorded as change in the fair value of working capital loan – related party on the condensed statements of operations. The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own estimates about the assumptions a market participant would use in pricing the liability.

Offering Costs Associated with the Initial Public Offering

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

non-operating

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

non-current

~~Table~~liabilities as their liquidation is not reasonably expected to require the use of ~~Contents~~

~~TLG ACQUISITION ONE CORP.~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

current assets or require the creation of current liabilities.

Class A Common Shares Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any)

is classified as liability instruments and ~~are~~is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) ~~are~~is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock ~~feature~~features certain

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TLG ACQUISITION ONE CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, ~~at March 31,~~as of September 30, 2021, ~~36,020,801~~ 40,000,000

shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) section of the

Company’s condensed balance ~~sheets.~~sheet. There were no shares of Class A common stock issued or outstanding as of December 31, 2020.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of redeemable shares of Class A common stock resulted in charges against additional

paid-in

capital and accumulated deficit.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income ~~Taxes.”~~Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of ~~March~~September 30, 2021 and December 31, ~~2021,~~2020, the Company had deferred tax assets aggregating ~~approximately $81,000,~~$1,225,192 and $700, which are subject to a full valuation ~~allowance.~~

allowance, respectively.

~~FASB~~ ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were 0 unrecognized tax benefits as of ~~March~~September 30, 2021

and December 31, ~~2021.~~ 2020.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. NaN amounts were accrued for the payment of interest and penalties as of ~~March~~September 30, 2021

and December 31, ~~2021.~~ 2020.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Net Income (Loss) Per Share of Common Stock

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class F common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share

~~Net income per share of common stock~~ is ~~computed~~calculated by dividing the net income ~~applicable to stockholders~~(loss) by the weighted average ~~number of~~ shares of common stock outstanding ~~during~~for the respective period. ~~We have~~

The calculation of diluted net income (loss) does not ~~considered~~consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and ~~Private Placement since~~ the ~~average market price~~private placement warrants to purchase an aggregate of ~~our~~20,000,000 shares of Class A common stock ~~for~~in the ~~three months ended March 31, 2021 was below~~calculation of diluted income (loss) per share because their inclusion would be anti-dilutive under the ~~warrants’ $11.50 exercise price.~~treasury stock method. As a result, diluted net income (loss) per ~~ordinary~~ share is the same as basic net income (loss) per ~~ordinary~~ share for the ~~period presented~~

~~The Company’s condensed~~

~~statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to~~three and nine months ended September 30, 2021. Accretion associated with the

~~two-class~~

~~method of income per share. Net income per share, basic and diluted, for~~ redeemable Class A common stock is ~~calculated by dividing the income~~excluded from investments held in the Trust Account of approximately $4,000, net of applicable franchise taxes of approximately $4,000 for the quarter ended March 31, 2021, by the weighted average number of shares of Class A common stock outstanding for the period. Net incomeearnings per share ~~basic and diluted, for Class F common stock for~~as the quarter ended March 31, 2021 is calculated by dividing the sum of all general and administration expenses of approximately $287,000, franchise taxes of approximately $94,000, noncash income for a change inredemption value approximates fair value of derivative warrant liabilities of approximately $12.9 million and offering costs associated with derivative warrant liabilities of approximately $1.4 million, resulting in net income of approximately $11.1 million, by the weighted average number of Class F common stock outstanding for the period.value.

~~Recent Accounting Pronouncements~~

~~In August 2020, the FASB issued Accounting Standards Update (“ASU”) No.~~

~~2020-06,~~

~~Debt—Debt with Conversion and Other Options (Subtopic~~

~~470-20)~~

~~and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic~~

~~815-40):~~

~~Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity~~

~~(“ASU~~

~~2020-06”),~~

~~which~~

1011

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TLG ACQUISITION ONE CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock:


	For the Three Months Ended September 30, 2021				For the Nine Months Ended September 30, 2021
	Class A		Class F		Class A		Class F
Basic and diluted net income (loss) per common stock:
Numerator:
Allocation of net income (loss)	$	3,757,295	$	939,324	$	12,363,724	$	3,437,383
Denominator:
Basic and diluted weighted average common stock outstanding		40,000,000		10,000,000		35,457,875		9,858,059

Basic and diluted net income (loss) per common stock	$	0.09	$	0.09	$	0.35	$	0.35

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”)

No. 2020-06,

Debt-Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic

815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity

(“ASU

2020-06”),

which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU

2020-06

also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU

2020-06

on January 1, 2021. Adoption of the ASU

2020-06

did not impact the Company’s financial position, results of operations or cash flows.

~~Management~~The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates if currently adopted would have a material effect on the ~~accompanying~~Company’s unaudited condensed financial statements.

Note ~~3 —~~ 3—Initial Public Offering

On February 1, 2021, the Company consummated its Initial Public Offering of 40,000,000 Units, including 5,000,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $400.0 million, and incurring offering costs of approximately $22.7 million, of which $14.0 million was for deferred underwriting commissions.

Each Unit consists of one share of Class A common stock and

one-third

of one redeemable warrant (each, a “Public Warrant”)~~. Each~~.Each whole Public Warrant will entitle the holder to purchase 1 share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6)8).

Note ~~4 —~~ 4—Related Party Transactions

Founder Shares

On October 13, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in exchange for 8,625,000 shares of the Company’s Class F common stock, par value $0.0001 per share (the “Founder Shares”)..Subsequently, in October 2020, 431,250 Founder Shares were transferred to an affiliate of the Sponsor. In January 2021, the Sponsor transferred 40,000 Founder Shares to each of the independent directors at their original purchase price. 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. The Initial Stockholders agreed to forfeit up to 1,250,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriter exercised its over-allotment option in full on February 1, 2021; thus, these

1,250,000

Founder Shares are no longer subject to forfeiture.

The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination; (B) subsequent to the initial Business Combination, if the last reported sale price of the Class A common stock equals or exceeds $12.00

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TLG ACQUISITION ONE CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any

30-trading

day period commencing at least 150 days after the initial Business Combination; and (C) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Private Placement Warrants

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 4,666,667 and 2,000,000 Private Placement Warrants to the Sponsor and RBC, respectively, at a price of $1.50 per Private Placement Warrant, generating total proceeds of $10.0 million.

Each whole Private Placement Warrant is exercisable for 1 whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be

non-redeemable

for cash and exercisable on a cashless basis so long as they are held by the Sponsor, RBC, or their permitted transferees.

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~~TLG ACQUISITION ONE CORP.~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

Related Party Loans

On October 13, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was

0n-interest

bearing and due upon the completion of the Initial Public Offering. The Company borrowed approximately $192,000 under the Note and repaid the Note in full upon consummation of the Private Placement. As of September 30, 2021, no further drawdowns are permitted.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of

~~March 31,~~ September 30, 2021, ~~and~~$570,000 was drawn on the Working Capital Loans, which is presented at fair value of approximately $570,000 on the accompanying unaudited condensed balance sheets. As of December 31, 2020, the Company had

0 borrowings under the Working Capital Loans.

Administrative Services Agreement

The Company entered into an agreement with an affiliate of the Sponsor, pursuant to which the Company agreed to pay a total of $7,000 per month for office space, administrative and support services to such affiliate. Upon completion of the initial Business Combination or the liquidation, the Company will cease paying these monthly

fees. The Company incurred ~~$14,000~~$22,000 and $57,000 in general and administrative expenses related to the agreement, which is recognized in the accompanying unaudited condensed consolidated statement of operations for the three and nine months ended ~~March 31,~~September 30, 2021, respectively. As of September 30, 2021

and December 30, 2020,

there was $35,000

and

$0 in accounts payable asrelated to this agreement.

Table of ~~March 31, 2021.~~Contents

TLG ACQUISITION ONE CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any reasonable

out-of-pocket

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

out-of-pocket

expenses incurred by such persons in connection with activities on the Company’s behalf.

Note ~~5 —~~ 5—Commitments and Contingencies

Registration Rights

The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, had registration rights to require the Company to register a sale of any of the Company’s securities held by them (in the case of the Founder Shares, only after conversion to Class A common stock) pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders had certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. Notwithstanding the foregoing, RBC may not exercise its demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the registration statement. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

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~~TLG ACQUISITION ONE CORP.~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

Underwriting Agreement

The Company granted the underwriters a

45-day

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

The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $8.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters were entitled to a deferred fee of $0.35 per Unit, or $14.0 million in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Risks and Uncertainties

Management continues to evaluate the impact of the

COVID-19

pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial ~~statement.~~statements. The condensed financial ~~statement does~~statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 6 — - Class A Common Stock Subject to Possible Redemption

The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to 1 vote for each share. As of September 30, 2021, there were 40,000,000 shares of Class A common stock outstanding, all of which were subject to possible redemption.

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TLG ACQUISITION ONE CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Class A common stock issued in the Initial Public Offering and issued as part of the Over-Allotment Units were recognized in Class A common stock subject to possible redemption as follows:

Class A common stock subject to possible redemption


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

Class A common stock subject to possible redemption	$	400,000,000

Note 7—Stockholders’ Equity (Deficit)

Preferred Stock

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

As of ~~March 31,~~September 30, 2021 and December 31, 2020, there were

0 shares of preferred stock issued or outstanding.

Class

A Common Stock

- The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of ~~March 31,~~September 30, 2021, there were ~~3,979,199~~40,000,000 shares of Class A common stock issued and ~~outstanding, excluding 36,020,801~~outstanding. All shares subject to possible

~~redemption.~~ redemption have been classified as temporary equity (see Note 6). As of December 31, 2020, there were 0 shares of Class A common stock issued or outstanding.

Class

F Common Stock

- The Company is authorized to issue 20,000,000 shares of Class F common stock with a par value of $0.0001

per share. As of ~~March 31,~~September 30, 2021 and December 31, 2020, there were

10,000,000

shares of Class F common stock outstanding, after giving retrospective application of the stock dividend as discussed in Note 4. Of the

10,000,000

shares of Class F common stock outstanding at December 31, 2020, up to

1,250,000 shares of Class F common stock were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Initial Stockholders would collectively own 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. The underwriter exercised its over-allotment option in full on February 1, 2021; thus, these 1,250,000 shares of Class F common stock are no longer subject to forfeiture.

The amended and restated certificate of incorporation will provide that, prior to the initial Business Combination, only holders of the Founder Shares will have the right to vote on the election of directors. Holders of the Public Shares will not be entitled to vote on the election of directors during such time. These provisions of the amended and restated certificate of incorporation may only be amended if approved by holders of at least 90% of the outstanding common stock entitled to vote thereon. With respect to any other matter submitted to a vote of the stockholders, including any vote in connection with the initial Business Combination, except as required by applicable law or the applicable rules of the NYSE then in effect, holders of the Founder Shares and holders of the Public Shares will vote together as a single class, with each share entitling the holder to one vote.

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

one-for-one

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

as-converted

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TLG ACQUISITION ONE CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

basis, 20% of the sum of the total number of shares of common stock outstanding upon the completion of the Initial

Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination.

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~~TLG ACQUISITION ONE CORP.~~Note 8—Warrants

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

~~Note 7 — Warrants~~

As of ~~March~~September 30, 2021 and December 31, ~~2021,~~2020, the Company had

13,333,333

and 0 Public Warrants and

6,666,667

and 0 Private Warrants ~~outstanding.~~outstanding, respectively.

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

The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the board of directors, and in the case of any such issuance to the initial stockholders or their respective affiliates, without taking into account any Founder Shares held by them, as applicable, prior to such issuance) (the “Newly Issued Price”), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be

non-redeemable

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

Redemption of warrants for cash:

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

in whole and not in part;

at a price of $0.01 per warrant;

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

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TLG ACQUISITION ONE CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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

30-trading

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

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~~TLG ACQUISITION ONE CORP.~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

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

30-day

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

exercised.

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

Redemption of warrants for Class A common stock:

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

in whole and not in part;

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

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

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

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

30-day

period after written notice of redemption is given.

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

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

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TLG ACQUISITION ONE CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note ~~8 —~~ 9—Fair Value Measurements

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of ~~March 31,~~September 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. There were 0 assets and liabilities that ~~are~~were measured at fair value on a recurring basis as of December 31, 2020.


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account - Money market fund	$	400,003,874	$	—	$	—
Investments held in Trust Account—Money market fund							$	400,016,098	$	—	$	—
Liabilities:
Derivative warrant liabilities - Public warrants	$	7,600,000		—		—
Derivative warrant liabilities - Private placement warrants	$	—	$	—	$	14,066,670
Derivative warrant liabilities—Public warrants							$	7,600,000		—		—
Derivative warrant liabilities—Private placement warrants							$	—	$	—	$	6,133,330
Working Capital loan—related party							$	—	$	—	$	570,000

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants was transferred from a Level 3 measurement to a Level 1 fair value measurement in March 2021, upon trading of the Public Warrants in an active market. There were no other transfers between levels of the hierarchy for the three and nine months ended ~~March 31,~~September 30, 2021.

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

The fair value of the Public Warrants and Private Placement Warrants ~~have~~were initially ~~been~~ measured ~~at fair value~~ using a modified Black-Scholes option pricing model. The fair value of the Public Warrants has subsequently been determined using listed prices in an active market for such warrants, while the fair value of Private Placement Warrants continues to be estimated using a Black-Scholes option pricing model.

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~~TLG ACQUISITION ONE CORP.~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

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

zero-coupon

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

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

February 1, 2021

March 31, 202
1

Exercise price
   $ 11.50 $ 11.50
Stock price
   $ 9.40 $ 9.68
Term (yrs)
   5 5
Volatility
   31.0 % 29.0 %
Risk-free rate
   0.69 % 0.92 %

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

Level 3 - Derivative warrant liabilities at December 31, 2020    $ 0
Issuance of Public and Private Warrants
   34,533,330
Transfer of Public Warrants to Level 1
   (24,533,330 )
Change in fair value of derivative warrant liabilities
   4,066,670

Level 3 - Derivative warrant liabilities at March 31, 2021
   $ 14,066,670

~~Note 9 — Revision to Prior Period Financial Statement~~

~~During the course of preparing the quarterly report on Form~~

~~10-Q~~

for the three-month period ended March 31, 2021, the Company identified a misstatement in its misapplication of accounting guidance related to the Company’s Warrants in the Company’s previously issued audited balance sheet dated February 1, 2021, filed on Form

~~8-K~~

~~on February 5, 2021 (the~~

~~“Post-IPO~~

~~Balance Sheet”) and should no longer be relied upon. As such, the Company is restating its Post-IPO Balance Sheet within this quarterly report.~~

On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since issuance on February 1, 2021, the Company’s Warrants have been accounted for as equity within the Company’s previously reported balance sheets. After discussion and evaluation, including with the Company’s audit committee, management concluded that the Warrants should be presented as liabilities with subsequent fair value remeasurement.

~~The Warrants were reflected as a component of equity in the~~

~~Post-IPO~~

Balance Sheet as opposed to liabilities on the balance sheet, based on the Company’s application of ASC 815. The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815 to the warrant agreement. The Company reassessed its accounting for Warrants issued on


	September 30, 2021
Exercise price	$	11.50
Stock price	$	9.85
Term (yrs)		5
Volatility		16.0	%
Risk-free rate		0.55	%

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TLG ACQUISITION ONE CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~February 1, 2021,~~

The change in ~~light of~~ the ~~SEC Staff’s published views. Based on this reassessment, management determined that the Warrants should be classified as liabilities measured at~~ fair value ~~upon issuance, with subsequent changes in fair value reported in~~of Level 3 derivative warrant liabilities for the ~~Company’s statement of operations each reporting period.~~nine months ended September 30, 2021 is summarized as follows:

~~The Company concluded that the misstatement was not material to the~~

~~Post-IPO~~

~~Balance Sheet and the misstatement had no material impact to any prior interim period. The effect of the revisions to the~~

~~Post-IPO~~

~~Balance Sheet is as follows:~~

As of February
1
, 2021


As Previously
Reported

Restatement
Adjustments

As Restated

Balance Sheet

Total assets
   $ 402,379,699    $ 0      $ 402,379,699

Liabilities and stockholders’ equity

Total current liabilities
   $ 1,113,641    $ 0      $ 1,113,641
Deferred underwriting commissions
   14,000,000    0      14,000,000
Derivative warrant liabilities
   0      34,533,330    34,533,330

Total liabilities
   15,113,641    384,533,330    49,646,971
Class A common
stock,
$0.0001 par value; shares subject to possible redemption
   382,266,050    (38,400,000 )    347,732,720
Stockholders’ equity

Prefer
r
ed shares- $0.0001 par value
   0      0      0
Class A common
stock
- $0.0001 par value
   177    346    523
Class F common
stock
- $0.0001 par value
   1,000    0      1,000
Additional
paid-in-capital
   5,060,183    5,279,664    10,339,847
Accumulated deficit
   (61,352 )    (5,280,010 )    (5,341,362 )

Total stockholders’ equity
   5,000,008    0      5,000,008

Total liabilities and stockholders’ equity
   $ 402,379,699    $ 0      $ 402,379,699


	Derivative Warrant Liabilities			Working Capital Loans - Related Party

Level 3—Derivative warrant liabilities at January 1, 2021	$	—		$	—
Issuance of Public and Private Placement Warrants		34,533,330			—
Transfer of Public Warrants to Level 1		(24,533,330	)		—
Change in fair value of derivative warrant liabilities		4,066,670			—

Level 3—Derivative warrant liabilities at March 31, 2021		14,066,670			—
Change in fair value of derivative warrant liabilities		(6,066,670	)		100,000
Working capital loan—related party		570,000			100,000

Level 3—Derivative warrant liabilities and working capital loans- related party at June 30, 2021		8,570,000			—
Change in fair value of derivative warrant liabilities		(1,866,670	)		470,000

Level 3—Derivative warrant liabilities and working capital loans- related party at September 30, 2021	$	6,133,330		$	570,000

Note ~~10 —~~ 10—Subsequent Events

The Company evaluated subsequent events and transactions that occurred up to the date ~~unaudited~~the condensed financial statements were issued. Based upon this review, the Company ~~determined that, except as disclosed in Note 9, there have been no~~did not identify any subsequent events that would have ~~occurred that would require adjustments to the disclosures~~required adjustment or disclosure in the ~~unaudited~~ condensed financial statements.

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Item 2.

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

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

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form

10-Q

includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings.

Overview

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

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

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

Upon the closing of the Initial Public Offering and the Private Placement, $400.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a Trust Account, and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule

2a-7

under the Investment Company Act, as determined by us, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

Our management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that we will be able to complete a Business Combination successfully. We must complete one or more initial Business Combinations having

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an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to

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management for working capital purposes, if any, and excluding the amount of any deferred underwriting discount held in trust) at the time of the agreement to enter into the initial Business Combination. However, we will only complete a Business Combination if the post-business combination company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

If we are unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or February 1, 2023, (the “Combination Period”), we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of the Public Shares, at a

per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Liquidity and Capital Resources

As of ~~March 31,~~September 30, 2021, we had approximately ~~$258,000~~$38,000 in our operating bank account and a working capital deficit of approximately ~~$871,000.~~$2.3 million. Our liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from our Sponsor to cover certain of our offering costs in exchange for issuance of Class F common stock, and a loan from our Sponsor of approximately $192,000 under a promissory note. We repaid the promissory note in full upon consummation of the Private Placement. Subsequent to the consummation of the Initial Public Offering, our liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, loan us ~~Working Capital Loans (as defined in Note 4)~~working capital loans as may be required.

Based on the foregoing, management believes that we will have sufficient working capital and borrowing capacity from our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors to meet our needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, we will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Management continues to evaluate the impact of the

COVID-19

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

Results of Operations

Our entire activity since inception up to ~~March 31,~~September 30, 2021 was in preparation for our formation and the Initial Public Offering and, after the Initial Public Offering, identifying a target company for a Business Combination. We do not expect to be generating any operating revenues until the closing and completion of our initial Business Combination.

For the three months ended ~~March 31,~~September 30, 2021, we had net income of approximately ~~$11.1~~$4.7 million, due largely to a noncash gain resulting from changes in fair value of derivative warrant liabilities of approximately ~~$12.9~~$4.9 million, partially offset by operating expenses of approximately $236,000. Operating expenses consisted of approximately $161,000 in general and administrative expenses, $22,000 in general and administrative expenses with related parties and approximately $60,000 in franchise tax expenses.

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For the nine months ended September 30, 2021, we had net income of approximately $15.8 million, due largely to a noncash gain resulting from changes in fair value of derivative warrant liabilities of approximately $20.8 million, partially offset by a

non-operating

expense of approximately $1.4 million related to offering costs for derivative warrant liabilities and operating expenses of approximately ~~$385,000.~~$3.6 million. Operating expenses consisted of

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approximately ~~$273,000~~$3.3 million in general and administrative expenses, ~~$14,000~~$57,000 in general and administrative expenses with related parties and approximately ~~$98,000~~$207,000 in franchise tax expenses.

Contractual Obligations

Administrative Support Agreement

We entered into an agreement with an affiliate of the Sponsor, pursuant to which we agreed to pay a total of $7,000 per month for office space, administrative and support services to such affiliate. Upon completion of the initial Business Combination or the liquidation, we will cease paying these monthly fees. We incurred approximately ~~$14,000~~$22,000 and $57,000 in general and administrative expenses in the accompanying unaudited condensed statements of operations in the three and nine months ended ~~March 31,~~September 30, 2021, respectively, related to the administrative support agreement.

The Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any reasonable

out-of-pocket

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

out-of-pocket

expenses incurred by such persons in connection with activities on our behalf.

Underwriting Agreement

We granted the underwriters a

45-day

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

Critical Accounting Policies

Derivative Warrant Liabilities

~~We do~~The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. WeThe Company ~~evaluate~~evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is

re-assessed

at the end of each reporting period.

The ~~13,333,333~~ warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the ~~6,666,667~~ Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, ~~we recognize~~the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to

re-measurement

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

non-current

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

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Class A common shares subject to possible redemption

We account for our Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A common stock isare classified as stockholders’ equity. Our Class A common stock feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, ~~at March 31,~~as of September 30, 2021, ~~36,028,301~~40,000,000 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of our ~~condensed~~ balance ~~sheets.~~sheet. There were no shares of Class A common stock issued or outstanding as of December 31, 2020.

Immediately upon the closing of the Initial Public Offering, we recognized the accretion from initial book value to redemption amount. The change in the carrying value of redeemable shares of Class A common stock resulted in charges against additional

paid-in

capital and accumulated deficit.

Net income per common share

We have two classes of shares, which are referred to as Class A common stock and Class F common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share ~~of common stock~~ is ~~computed~~calculated by dividing the net income ~~applicable to stockholders~~(loss) by the weighted average ~~number of~~ shares of common stock outstanding ~~during~~for the respective period. ~~We have~~

The calculation of diluted net income (loss) does not ~~considered~~consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and ~~Private Placement~~the private placement warrants to purchase an aggregate of 20,000,000 shares of Class A common stock in the calculation of diluted ~~earnings~~income (loss) per share, ~~since~~because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted ~~earnings~~net income (loss) per share is the same as basic ~~earnings~~net income (loss) per share for the ~~period presented.~~

~~The statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to~~three and nine months ended September 30, 2021. Accretion associated with the

~~two-class~~

Recent Accounting Pronouncements

In August 2020, the FASB issued ~~ASU~~ Accounting Standards Update (“ASU”)

No.

2020-06, “Debt—Debt

~~Debt—Debt~~ with Conversion and Other Options ~~(Subtopic~~

(Subtopic 470-20) and

~~and~~ Derivatives and Hedging—Contracts in Entity’s Own Equity ~~(Subtopic~~

(Subtopic 815-40): Accounting

~~Accounting~~ for Convertible Instruments and Contracts in an Entity’s Own ~~Equity~~

Equity” (“ASU

2020-06”), which

~~which~~ simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU

~~2020-06~~

ASU

2020-06 on

on January 1, 2021. Adoption of the ASU

~~2020-06~~

did not impact ~~our~~the Company’s financial position, results of operations or cash flows.

~~Management~~The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the ~~accompanying~~Company’s unaudited condensed financial statements.

Off-Balance

Sheet Arrangements

As of ~~March 31,~~September 30, 2021, we did not have any

off-balance

sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation

S-K.

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JOBS Act

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

non-emerging

growth companies. As a result, the financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of

non-emerging

growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule

12b-2

of the Exchange Act and are not required to provide the information otherwise required under this item. As of March 31, 2021, we were not subject to any market or interest rate risk. The net proceeds of the Initial Public Offering, including amounts in the Trust Account, will be invested in U.S. government securities with a maturity of 185 days or less or in money market funds that meet certain conditions under Rule

~~2a-7~~

under the Investment Company Act, that invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

~~We have not engaged in any hedging activities since our inception and we do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.~~

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended ~~March 31,~~September 30, 2021, as such term is defined in Rules

13a-15(e)

and

15d-15(e)

under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer ~~has~~have concluded that during the period covered by this report, our disclosure controls and procedures were ~~not~~ effective as of March 31, 2021, due solely to the material weakness in our internal control over financial reporting described in Note 9 — Revision to Prior Period Financial Statement, included in Part 1, Item 1 of this Form 10-Q. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our unaudited interim financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the unaudited condensed financial statements included in this Quarterly Report on Form 10-Q present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

September 30, 2021.

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

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended ~~March 31,~~September 30, 2021 covered by this Quarterly Report on

Form 10-Q that

has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. The material weakness discussed below was remediated during the quarter ended September 30, 2021.

Remediation of a Material Weakness in Internal Control over Financial Reporting

In connection with our management’s assessment of our internal control over financial reporting as ~~the errors~~of June 30, 2021, we identified ~~in Note 9 — Revision to Prior Period Financial Statement, included in Part 1, Item 1 of this Form 10-Q had not yet been identified. Management has implemented remediation steps to address the~~a material weakness ~~and to improve~~in our internal control over financial reporting. ~~Specifically, we expanded and improved~~The identified material weakness pertained to our ~~review process~~control activities solely due to our misapplication of the accounting for ~~complex securities and~~our warrants as liabilities. Our control activities were not designed appropriately to ensure that our related accounting ~~standards. We plan to further improve this process by enhancing access to~~conclusions were sufficiently documented and reviewed for compliance with U.S. generally accepted accounting ~~literature, identification~~principles (“GAAP”). The material weakness resulted in a material misstatement of ~~third-party professionals with whom to consult regarding complex~~current liabilities and stockholders’ equity on our balance sheet as well as a material misstatement of our net income within our statement of operations.

During the second quarter of 2021, our management enhanced and revised the design of our controls and procedures over our accounting ~~applications and consideration~~for derivative liabilities. These enhancements include our implementation of additional ~~staff with the requisite experience and training~~procedures related to ~~supplement existing accounting professionals. The elements~~documentation of our ~~remediation plan can only be accomplished over time,~~management’s evaluation of the facts and ~~we can offer no assurance~~circumstances supporting its judgments and conclusions surrounding our accounting for derivative liabilities as well as consultation with third-party accounting and valuation experts with relevant knowledge and experience to assist our management with its evaluation of our accounting for such items.

As a result of these enhancements, our management concluded that ~~these initiatives will ultimately have~~ the ~~intended effects.~~material weakness was remediated as of September 30, 2021.

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PART

~~PART II—OTHER~~ II-OTHER

INFORMATION

Item 1.

Legal Proceedings.

None.

Item 1A.

Risk Factors.

There have been no material changes from the risk factors previously disclosed in our final prospectus for the Initial Public Offering as filed with the SEC on January 29, 2021.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

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

In connection with the Initial Public Offering, our sponsor had agreed to loan us an aggregate of up to $300,000 pursuant to a promissory note. This loan is

non-interest

bearing and payable on the consummation of the Initial Public Offering. We borrowed an aggregate of $192,000 under a promissory note. We repaid the promissory note in full upon consummation of the Private Placement.

Of the gross proceeds received from the Initial Public Offering and the full exercise of the option to purchase additional Shares, $400,000,000 was placed in the Trust Account. The net proceeds of the Initial Public Offering and certain proceeds from the Private Placement are invested in U.S. government treasury bills with a maturity of 180 days or less and in money market funds meeting certain conditions under Rule

2a-7

under the Investment Company Act which invest only in direct U.S. government treasury obligations.

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

Item 3.

Defaults upon Senior Securities.

None.

Item 4.

Mine Safety Disclosures.

Not applicable.

Item 5.

Other Information.

None.

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Item 6.

Exhibits.


Exhibit Number		Description

10.1		Promissory Note dated as of May 25, 2021, between the Company and the Sponsor (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 16, 2021).

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

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

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

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

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

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

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

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

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SIGNATURE

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

2527


		March 31, 2021			December 31, 2020
		(Unaudited)
Assets:
Current assets:
Cash		$	258,437		$	500
Prepaid expenses			785,836			—

Total current assets			1,044,273			500
Investments held in Trust Account			400,003,874			—
Deferred offering costs			—			318,261

Total Assets		$	401,048,147		$	318,761

Liabilities and Stockholders’ Equity:
Current liabilities:
Accounts payable		$	18,000		$	750
Accrued expenses			106,250			157,261
Note payable - related party			—			138,142
Franchise tax payable			49,207			937

Total current liabilities			173,457			297,090
Derivative warrant liabilities			21,666,670			—
Deferred underwriting commissions			14,000,000			—

Total Liabilities			35,840,127			297,090
Commitments and Contingencies	0			0
Class A common stock, $0.0001 par value; 36,020,801 and -0- shares subject to possible redemption at $10.00 per share as of March 31, 2021 and December 31, 2020, respectively			360,208,010			—
Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; NaN issued and outstanding as of March 31, 2021 and December 31, 2020			0—			—
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 3,979,199 and -0- shares issued and outstanding (excluding 36,020,801 shares subject to possible redemption) as of March 31, 2021 and December 31, 2020, respectively			398			—
Class F common stock, $0.0001 par value; 20,000,000 shares authorized; 10,000,000 shares issued and outstanding as of March 31, 2021 and December 31, 2020			1,000			1,000
Additional paid-in capital			—			24,000
Retained earnings (accumulated deficit)			4,998,612			(3,329	)

Total stockholders’ equity			5,000,010			21,671

Total Liabilities and Stockholders’ Equity		$	401,048,147		$	318,761


General and administrative expenses	$	273,069
General and administrative expenses - related party		14,000
Franchise tax expense		97,996

Loss from operations		(385,065	)
Offering costs allocated to derivative warrant liabilities		(1,413,340	)
Change in fair value of derivative warrant liabilities		12,866,660
Income from investments held in Trust Account		3,874

Earnings before income taxes		11,072,129
Income tax expense		0

Net income	$	11,072,129

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

Basic and diluted net income per share, Class A common stock	$	0.00

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

Basic and diluted net income per share, Class F common stock	$	1.11


														Retained
	Common Stock													Earnings /			Total
	Class A						Class F				Additional Paid-In			(Accumulated			Stockholders’
	Shares			Amount			Shares		Amount		Capital			Deficit)			Equity
Balance -– January 1, 2021		—		$	—			10,000,000	$	1,000	$	24,000		$	(3,329	)	$	21,671
Sale of units in initial public offering, less fair value of Public Warrants,		40,000,000			4,000			—		—		375,462,670			—			375,466,670
Offering costs		—			—			—		—		(21,352,450	)		—			(21,352,450	)
Common stock subject to possible redemption		(36,020,801	)		(3,602	)		—		—		(354,134,220	)		(6,070,188	)		(360,208,010	)
Net income		—			—			—		—		—			11,072,129			11,072,129

Balance - March 31, 2021 (unaudited)		3,979,199		$	398			10,000,000	$	1,000	$	—		$	4,998,612		$	5,000,010


	February 1, 2021			March 31, 202 1
Exercise price	$	11.50		$	11.50
Stock price	$	9.40		$	9.68
Term (yrs)		5			5
Volatility		31.0	%		29.0	%
Risk-free rate		0.69	%		0.92	%


Level 3 - Derivative warrant liabilities at December 31, 2020	$	0
Issuance of Public and Private Warrants		34,533,330
Transfer of Public Warrants to Level 1		(24,533,330	)
Change in fair value of derivative warrant liabilities		4,066,670

Level 3 - Derivative warrant liabilities at March 31, 2021	$	14,066,670


	As of February 1 , 2021
	As Previously Reported			Restatement Adjustments			As Restated
Balance Sheet
Total assets	$	402,379,699		$	0		$	402,379,699

Liabilities and stockholders’ equity
Total current liabilities	$	1,113,641		$	0		$	1,113,641
Deferred underwriting commissions		14,000,000			0			14,000,000
Derivative warrant liabilities		0			34,533,330			34,533,330

Total liabilities		15,113,641			384,533,330			49,646,971
Class A common stock, $0.0001 par value; shares subject to possible redemption		382,266,050			(38,400,000	)		347,732,720
Stockholders’ equity
Prefer r ed shares- $0.0001 par value		0			0			0
Class A common stock - $0.0001 par value		177			346			523
Class F common stock - $0.0001 par value		1,000			0			1,000
Additional paid-in-capital		5,060,183			5,279,664			10,339,847
Accumulated deficit		(61,352	)		(5,280,010	)		(5,341,362	)

Total stockholders’ equity		5,000,008			0			5,000,008

Total liabilities and stockholders’ equity	$	402,379,699		$	0		$	402,379,699

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company