| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On November 13, 2022, TLG Acquisition One Corp. (“TLG”) and Eagle Merger Corp., a Delaware corporation and wholly-owned subsidiary of TLG, entered into an agreement and plan of merger (as amended by the First Amendment to Merger Agreement dated December 23, 2022, the Second Amendment to Merger Agreement dated March 22, 2023, the Third Amendment to Merger Agreement dated June 8, 2023 and as it may be further amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”) with Electriq Power, Inc. (“Electriq”), a Delaware corporation (the “Merger”). TLG is referred to herein as “New Electriq” after the consummation of the Merger.
On July 25, 2023, TLG held a special meeting of stockholders in lieu of the 2023 annual meeting of the stockholders (the “Special Meeting”). At the Special Meeting, TLG’s stockholders approved the following proposals (collectively, the “Proposals”): (1) a proposal to approve the business combination between TLG and Electriq (the “Business Combination” and such proposal, the “Business Combination Proposal”); (2) a proposal to adopt the Second Amended and Restated Certificate of Incorporation of New Electriq (the “Proposed Charter” and such proposal, the “Charter Proposal”); (3) seven separately presented proposals, as described below, to approve certain governance provisions in the Proposed Charter and New Electriq’s bylaws (collectively, the “Non-Binding Governance Proposals”), which were separately presented in accordance with Securities and Exchange Commission (the “SEC”) guidance and which were each voted upon on a non-binding advisory basis; (4) a proposal to approve, for purposes of complying with applicable listing rules of the New York Stock Exchange: (i) the issuance of shares of TLG common stock to Electriq equityholders pursuant to the Merger Agreement, together with shares of New Electriq common stock upon exercise of replacement warrants and options to purchase shares of New Electriq common stock issued to holders of Electriq’s warrants and options not exercised prior to the Merger; (ii) the issuance of shares of TLG common stock upon conversion of the TLG Class F Common Stock (as defined below) and in connection with the Closing Financings, the Post-Closing Lawrie Investment, the Working Capital Loan Conversion and the Lawrie Notes Conversion (each as defined in the Company’s joint proxy statement/consent solicitation statement/prospectus filed with the SEC on July 12, 2023 (the “Proxy Statement”)); (iii) the reservation for issuance of the shares of New Electriq common stock issuable upon the conversion of shares of TLG preferred stock that are expected to be issued in connection with the closing of the Merger, the Closing Financings, the Post-Closing Lawrie Investment, the Working Capital Loan Conversion and the Lawrie Notes Conversion; and (iv) the reservation for issuance of the shares of New Electriq common stock issuable upon the exercise of up to 1,000,000 warrants of New Electriq that are expected to be issued to satisfy up to $1,500,000 of the outstanding Working Capital Loans (as defined in the Proxy Statement) (the “NYSE Proposal”); (5) a proposal to elect the seven directors named below to serve on the Board of Directors of New Electriq (the “Board���) until the 2024 annual meeting of New Electriq stockholders and, in each case, until their respective successors are duly elected and qualified (the “Director Election Proposal”); and (6) a proposal to approve and adopt the Electriq Power Holdings, Inc. 2023 Equity Incentive Plan, to be effective upon the consummation of the Business Combination (the “Equity Incentive Plan Proposal”).
As of the close of business on June 8, 2023, the record date for the Special Meeting, there were 7,948,405 shares of Class A common stock, par value $0.0001 per share (the “TLG Class A Common Stock”), and 5,000,000 shares of Class F common stock, par value $0.0001 per share (the “TLG Class F Common Stock,” and, together with the TLG Class A Common Stock, the “TLG Common Stock”), outstanding. A total of 11,365,663 shares of TLG Common Stock, representing approximately 87.8% of the outstanding shares of TLG Common Stock entitled to vote were present in person or by proxy, constituting a quorum for purposes of each Proposal voted upon by stockholders of TLG Class A Common Stock and TLG Class F Common Stock, voting as a single class. A total of 6,365,663 shares of TLG Class A Common Stock, representing approximately 80.1% of the outstanding shares of TLG Class A Common Stock entitled to vote were present in person or by proxy, constituting a quorum for purposes of the separate class vote by holders of TLG Class A Common Stock pursuant to Proposal 2. A total of 5,000,000 shares of TLG Class F Common Stock, representing 100.0% of the outstanding shares of TLG Class F Common Stock entitled to vote were present in person or by proxy, constituting a quorum for purposes of the separate class votes by holders of TLG Class F Common Stock pursuant to Proposals 2 and 5.
