Exhibit 107
Calculation of Filing Fee Tables
Form S-4
(Form Type)
TLG ACQUISITION ONE CORP.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | |||||||||
Newly Registered Securities | ||||||||||||||||
Fees to Be Paid | Equity | Class A common stock, par value $0.0001 per share | Other | 31,016,250(1) | — | $327,841,763(2) | 0.00011020 | $36,128 | ||||||||
Fees to Be Paid | Equity | Series A Cumulative Redeemable Preferred Stock, par value $0.0001 per share | Other | 2,139,111(3) | — | $7,130,370(4) | 0.00011020 | $786 | ||||||||
Fees to Be Paid | Equity | Class A common stock upon the redemption of Series A Cumulative Redeemable Preferred Stock | Other | 21,391,110(5) | — | — | — | (6) | ||||||||
Fees to Be Paid | Equity | Warrants to Purchase Class A common stock | Other | 2,056,682(7) | — | — | — | (8) | ||||||||
Fees to Be Paid | Equity | Class A common stock underlying the Warrants | Other | 2,056,682(9) | — | $21,739,129(10) | 0.00011020 | $2,396 | ||||||||
Fees Previously Paid | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||
Carry Forward Securities | ||||||||||||||||
Carry Forward Securities | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||
Total Offering Amounts | $356,711,262 | $39,310 | ||||||||||||||
Total Fees Previously Paid | — | |||||||||||||||
Total Fee Offsets | $61,248 | |||||||||||||||
Net Fee Due | $0 |
(1) | Represents the estimated maximum number of shares of Class A common stock (“Common Stock”) of TLG Acquisition One Corp. (the “Registrant”) to be issued to holders of common stock, preferred stock, options, warrants and other convertible securities of Electriq Power, Inc. (“Electriq”) upon the completion of the merger (the “Merger”) contemplated by the Merger Agreement, dated as of November 13, 2022, as amended on December 23, 2022, March 22, 2023 and June 8, 2023, by and among the Registrant, Eagle Merger Corp. and Electriq (as amended, the “Merger Agreement”), estimated solely for the purpose of calculating the registration fee. |
(2) | Estimated solely for purposes of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended (the “Securities Act”), and calculated pursuant to Rules 457(f)(1) and 457(c) under the Securities Act. Such amount equals the product of (i) $10.57, the average of the high and the low prices per share of the Common Stock, as reported on the New York Stock Exchange on June 28, 2023, which is within five business days prior to the filing of this Registration Statement on Form S-4, and (ii) the maximum aggregate number of shares of Common Stock of the Registrant proposed to be issued pursuant to this Registration Statement on Form S-4. |
(3) | Represents the estimated maximum number of shares of Series A Cumulative Redeemable Preferred Stock (“TLG preferred stock”) to be issuable to holders of Series B Cumulative Redeemable Preferred Stock of Electriq (“Electriq cumulative preferred stock”) upon the completion of the Merger, comprised of (i) 1,406,500 shares of TLG preferred stock to be issued upon the completion of the Merger in exchange for the outstanding shares of Electriq cumulative preferred stock immediately prior to the closing of the Merger and (y) 732,611 shares of TLG preferred stock expected to be issued as payable in kind dividends of 15% per annum on or prior to the third anniversary of the closing of the Merger. |
(4) | Estimated solely for purposes of calculating the registration fee required by Section 6(b) of the Securities Act and calculated pursuant to Rules 457(f)(2) under the Securities Act. Electriq is a private company, no market exists for its securities and it has an accumulated capital deficit. Therefore, the proposed maximum aggregate offering price for the shares of TLG preferred stock expected to be issued pursuant to the Merger is one-third of the aggregate stated value or liquidation preference of the shares of Electriq preferred stock expected to be exchanged in the Merger. |
(5) | Represents 21,391,110 shares of Common Stock reserved for issuance (the “Reserved Shares”), which represents the maximum number of shares of Common Stock that may be issued upon the redemption of the 2,139,111 shares of TLG preferred stock registered on this Registration Statement on Form S-4. |
(6) | No separate registration fee required pursuant to Rule 457(i) under the Securities Act. |
(7) | Consists of up to 2,056,682 of the Registrant’s warrants that may be issued in exchange for Electriq’s warrants outstanding immediately prior to the closing of the Merger (the “Replacement Warrants”). |
(8) | No separate registration fee required pursuant to Rule 457(g) under the Securities Act. |
(9) | Represents the estimated maximum number of shares of Common Stock issuable upon the exercise of the Replacement Warrants. |
(10) | Estimated solely for purposes of calculating the registration fee required by Section 6(b) of the Securities Act and calculated pursuant to Rule 457(f)(1) and 457(c) under the Securities Act. Such amount equals the product of (i) $10.57, the average of the high and the low prices per share of the Registrant’s Common Stock, as reported on the New York Stock Exchange on June 28, 2023, which is within five business days prior to the filing of this Registration Statement on Form S-4, and (ii) 2,056,682 shares of Common Stock of the Registrant issuable in exchange for the Replacement Warrants. |
Table 2: Fee Offset Claims and Sources
Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Fee Paid with Fee Offset Source | ||||||||
Rules 457(b) and 0-11(a)(2) | ||||||||||||||
Fee Offset Claims | S-4 | 333-268349 | November 14, 2022 | $61,248(11) | ||||||||||
Fee Offset Sources | TLG Acquisition One Corp. | S-4 | 333-268349 | June 29, 2023 | $39,310(12) |
(11) | The Registrant previously paid $61,248 upon the initial filing of this Registration Statement on Form S-4 on November 14, 2022. |
(12) | Pursuant to the recalculation procedure set forth in Instruction 2.A.iv of the Instructions to the Calculation of Filing Fee Tables and Related Disclosure on Form S-4, the Registrant has recalculated the filing fee due for this Registration Statement on Form S-4 and has claimed an offset of $61,248 pursuant to Rule 457(b) under the Securities Act as set forth in Table 2. The $61,248 offset corresponds to the fee the Registrant previously paid in connection with the 55,634,269 shares of Common Stock previously registered upon the initial filing of this Registration Statement on Form S-4 on November 14, 2022. The number of shares of Common Stock registered on this Registration Statement on Form S-4 has been decreased to 33,072,932 pursuant to this Amendment No. 4 (excluding the Reserved Shares for which no separate registration fee is required pursuant to Rule 457(i) under the Securities Act). The Registrant confirms that (i) this Amendment No. 4 is a pre-effective amendment, (ii) it has increased the amount of shares of TLG preferred stock registered on this Registration Statement on Form S-4 pursuant to this Amendment No. 4 from 0 to 2,139,111, (iii) it has increased the amount of TLG warrants registered on this Registration Statement on Form S-4 pursuant to this Amendment No. 4 from 239,532 to 2,056,682, (iv) it has decreased the amount of shares of Common Stock registered on this Registration Statement on Form S-4 pursuant to this Amendment No. 4 from 55,634,269 to 33,072,932 (excluding the Reserved Shares for which no separate registration fee is required pursuant to Rule 457(i) under the Securities Act), and (v) it has not relied on Rule 457(o) under the Securities Act to calculate the filing fee due for the initial filing or any prior pre-effective amendments to this Registration Statement on Form S-4. |