United States securities and exchange commission logo
December 9, 2022
John Lawrie
Chief Executive Officer
TLG Acquisition One Corp.
515 North Flagler Drive, Suite 520
West Palm Beach, FL 33401
Re: TLG Acquisition One
Corp.
Registration
Statement on Form S-4
Filed November 14,
2022
File No. 333-268349
Dear John Lawrie:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 filed November 14, 2022
General
1. Please highlight the
risk that the sponsor will benefit from the completion of a business
combination and may be
incentivized to complete an acquisition of a less favorable target
company or on terms
less favorable to shareholders rather than liquidate.
2. Please highlight the
material risks to public warrant holders, including those arising from
differences between
private and public warrants. Clarify whether recent common stock
trading prices exceed
the threshold that would allow the company to redeem public
warrants. Clearly
explain the steps, if any, the company will take to notify all
shareholders, including
beneficial owners, regarding when the warrants become eligible
for redemption.
John Lawrie
TLG Acquisition One Corp.
December 9, 2022
Page 2
3. Please disclose the sponsor and its affiliates total potential
ownership interest in the
combined company, assuming exercise and conversion of all securities.
4. We note that certain shareholders agreed to waive their redemption
rights. Please describe
any consideration provided in exchange for this agreement.
5. Please revise to disclose all possible sources and extent of dilution
that shareholders who
elect not to redeem their shares may experience in connection with the
business
combination. Provide disclosure of the impact of each significant
source of dilution,
including the amount of equity held by founders, convertible
securities, including warrants
retained by redeeming shareholders, at each of the redemption levels
detailed in your
sensitivity analysis, including any needed assumptions.
6. Quantify the value of warrants, based on recent trading prices, that
may be retained by
redeeming stockholders assuming maximum redemptions and identify any
material
resulting risks.
7. It appears that underwriting fees remain constant and are not adjusted
based on
redemptions. Revise your disclosure to disclose the effective
underwriting fee on a
percentage basis for shares at each redemption level presented in your
sensitivity analysis
related to dilution.
8. We note that you have arranged to sell additional securities to raise
funds to satisfy the
minimum cash required to complete the business combination transaction
after returning
funds to redeeming stockholders. Revise the disclosure to discuss the
key terms of any
convertible securities and to disclose the potential impact of those
securities on non-
redeeming shareholders.
9. We note your disclosure on page 52 regarding Russia's invasion of
Ukraine. Please revise
your filing, as applicable, to provide more specific disclosure related
to the direct or
indirect impact that Russia's invasion of Ukraine and the international
response have had
or may have on your business. For additional guidance, please see the
Division of
FirstName LastNameJohn Lawrie
Corporation Finance's Sample Letter to Companies Regarding Disclosures
Pertaining to
Comapany NameTLG
Russia s Acquisition
Invasion of UkraineOneandCorp.
Related Supply Chain Issues, issued
by the Staff in May
2022.
December 9, 2022 Page 2
FirstName LastName
John Lawrie
FirstName LastNameJohn Lawrie
TLG Acquisition One Corp.
Comapany9,
December NameTLG
2022 Acquisition One Corp.
December
Page 3 9, 2022 Page 3
FirstName LastName
10. With a view toward disclosure, please tell us whether your sponsor is,
is controlled by, or
has substantial ties with a non-U.S. person. Please also tell us
whether anyone or any
entity associated with or otherwise involved in the transaction, is,
is controlled by, or has
substantial ties with a non-U.S. person. If so, also include risk
factor disclosure that
addresses how this fact could impact your ability to complete your
initial business
combination. For instance, discuss the risk to investors that you may
not be able to
complete an initial business combination with a U.S. target company
should the
transaction be subject to review by a U.S. government entity, such as
the Committee on
Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Further,
disclose that the time necessary for government review of the
transaction or a decision to
prohibit the transaction could prevent you from completing an initial
business
combination and require you to liquidate. Disclose the consequences of
liquidation to
investors, such as the losses of the investment opportunity in a
target company, any price
appreciation in the combined company, and the warrants, which would
expire worthless.
11. We note your disclosure that the Warrant Agreement contains an
exclusive forum
provision that applies to actions arising under the Securities Act and
does not apply to
actions arising under the Exchange Act. Section 9.3 of Exhibit 4.1
does not state that the
exclusive forum provision applies to the Securities Act and does not
apply to the
Exchange Act. Please revise or tell us how you will inform investors
in future filings that
the provision applies to actions arising under the Securities Act and
does not apply to
actions arising under the Exchange Act.
12. Please revise to clarify whether any subscription agreements,
non-redemption agreements,
or backstop agreements for alternative financing will be fully
disclosed for shareholders to
consider in advance of the special meeting. To the extent you intend
to provide such
information to shareholders, disclose how you will inform your
shareholders of
arrangements formed after effectiveness. Finally, disclose whether you
have or are
currently negotiating any such arrangements.
13. Please disclose the name of the private lender and file any agreements
with the party
under Item 601 of Regulation S-K.
Cover Page
14. Please include on the inside front cover page the information set
forth
in Item 2 of Form S-4.
John Lawrie
FirstName LastNameJohn Lawrie
TLG Acquisition One Corp.
Comapany9,
December NameTLG
2022 Acquisition One Corp.
December
Page 4 9, 2022 Page 4
FirstName LastName
Unaudited Historical Comparative and Pro Forma Combined Per-Share Data of TLG
and
Electriq, page 26
15. We note the disclosure under note (3) that book value per share is
equal to total
stockholders' deficit (equity) divided by weighted average shares
outstanding; however, it
appears the historical book value per share for Electriq as of June
30, 2022 of $(0.23)
appears to have been calculated using total stockholders' (deficit)
plus mezzanine equity
divided by the weighted average common shares outstanding but
excluding the number of
shares of common stock the preferred stock will be converted into.
Please clarify or
revise the calculation of the historical book value per share for
Electriq. In addition,
please be advised that all book value per share disclosures in the
filing should be
calculated using the number of shares outstanding as of the balance
sheet date rather than
the number of weighted average shares outstanding during the period.
Risk Factors
The majority of our revenues in 2020, 2021 and 2022 to date were derived...,
page 38
16. We note that a majority of your revenue is derived from two customers.
Please disclose
the material terms of your agreements with these customers, including
but not limited to,
the term and termination provisions of the agreement and the identity
of the customers.
Please also file the agreements as exhibits to the registration
statement or tell us why you
do not believe they are required to be filed. See Item 601(b)(10) of
Regulation S-K.
We depend on a limited number of suppliers for key components..., page 39
17. We note that you rely on sole-source and limited-source suppliers for
key components,
including inverters and batteries, located in China. Please disclose
the risks of this
reliance and any disruptions you have experienced due to such
reliance.
A significant portion of our purchased components..., page 44
18. We note your risk factor that your supply chain may be impacted by
changes in the
policies, laws, rules and regulations of the United States or Chinese
governments, as well
as political unrest or unstable economic conditions in China. Update
your risks
characterized as potential if recent supply chain disruptions have
impacted your
operations.
The ongoing COVID-19 pandemic has impacted..., page 49
19. Please disclose whether your business segments, products, lines of
service, projects, or
operations are materially impacted by the pandemic related lockdowns
in China,
and discuss any steps you are taking to mitigate adverse impacts to
your business.
John Lawrie
FirstName LastNameJohn Lawrie
TLG Acquisition One Corp.
Comapany9,
December NameTLG
2022 Acquisition One Corp.
December
Page 5 9, 2022 Page 5
FirstName LastName
The execution of our growth strategy is dependent upon..., page 51
20. Please expand your discussion of interest rates to specifically
identify the impact of rate
increases on your operations and how your business has been affected.
For example,
describe whether you have experienced lower demand for your products
due to the
inability for customers to receive financing for your products as a
result of increased
interest rates.
Sponsor may have interests in the Business Combination..., page 71
21. Please clarify if the sponsor and its affiliates can earn a positive
rate of return on their
investment, even if other SPAC shareholders experience a negative rate
of return in the
post-business combination company.
Unaudited Pro Forma Condensed Combined Financial Information, page 97
22. We note your disclosures regarding pro forma adjustments related to
Other Transactions
included in the pro forma balance sheet as of June 30, 2022 and the
pro forma statement
of operations for the six months ended June 30, 2022. Please address
the following
regarding the Other Transactions adjustments:
Explain why you believe the pro forma statement of operations for
the year ended
December 31, 2021 is not required to also include the impact of
the Other
Transactions based on the requirement to present adjustments to
pro forma statements
of operations assuming they were made as of the beginning of the
fiscal year
presented. Alternatively, revise the annual pro forma statement
of operations to
include the impact of Other Transactions adjustments.
Disclose the conversion terms of the Lawrie Note.
Revise the notes to the pro forma statements of operations to more
fully explain how
the related adjustment(s) to interest expense are determined and,
if the assumed
interest rates are not fixed rates, quantify and disclose the
impact a potential change
in the assumed interest rate would have on the pro forma
financial statements as
required by Rule 11-02(a)(10) of Regulation S-X.
Explain how you determined the Other Transactions are probable.
23. We note the disclosures regarding the expected accounting treatment of
the Business
Combination, including the disclosure Electriq's existing stockholders
will hold the
"largest minority voting interest in New Electriq"; however, if
accurate, please clarify that
under each pro forma scenario Electriq's existing stockholders will
have a majority
interest in New Electriq.
John Lawrie
FirstName LastNameJohn Lawrie
TLG Acquisition One Corp.
Comapany9,
December NameTLG
2022 Acquisition One Corp.
December
Page 6 9, 2022 Page 6
FirstName LastName
24. We note disclosures in the filing related to a Minimum Cash Condition
that indicate TLG
must have minimum available funds equal to or in excess of $125
million at closing.
Please more clearly disclose and discuss how the Minimum Cash
Condition was
determined and how each pro forma scenario meets the Minimum Cash
Condition.
Further, it appears Electriq may have the option to waive the Minimum
Cash Condition
based on the terms of the Merger Agreement. Please clarify whether
Electriq has such an
option and, if they do, explain how you determined the current pro
forma financial
statements appropriately reflect the range of possible results that
may occur as required by
Rule 11-02(a)(10) of Regulation S-X. In addition, if applicable,
please revise Electriq's
MD&A to disclose and discuss the potential impact on the merged
entity's financial
condition if the Minimum Cash Condition is waived, including any
additional potential
risks and consequences to shareholders of the merged entity.
25. We note disclosures in the filing related to TLG s commitment to
enter into Financing
Agreements to raise not less than $120 million. Please more fully
explain why the
minimum and maximum pro forma scenarios do not not reflect the
additional financing
and clarify, if accurate, that the Business Combination may proceed
even if no additional
financing is obtained. In addition, please also more fully explain how
you determined the
assumptions used in the 86% redemption pro forma scenario, including
how that scenario
meets, or why it does not meet, the $120 million commitment. Based on
the disclosure
that a different mix of debt and equity would change the pro forma
financial information,
please also explain how you determined the current pro forma financial
statements
appropriately reflect the range of possible results that may occur as
required by Rule 11-
02(a)(10) of Regulation S-X.
26. Please more fully explain how you determined the appropriate
accounting treatment for
the 5 million New Incentive Shares and the 2 million Merger
Consideration Incentive
Shares that will be issued under each pro forma scenario, including
the authoritative
literature you relied on.
27. Refer to adjustment 2(d) to the pro forma balance sheet on page 102.
Please more fully
disclose the terms of $25 million cash distribution to Electriq's
existing equityholders and
the related accounting. Please specifically address if it represents a
pro rata distribution to
all existing equityholders.
28. Refer to adjustment 2(f) to the pro forma balance sheet on page 102.
Please explain why
the difference reflected in the accumulated deficit is not recorded in
the pro forma
statement of operations for the year ended December 31, 2021.
29. Refer to adjustment 2(g) to the pro forma balance sheet and adjustment
2(c) to the pro
forma statements of operations on page 102. Please disclose and
explain how you
determined it will be appropriate to reclassify the Public Warrants to
equity as a result of
the Business Combination and how you determined the Private and RBC
Warrants will
continue to be classified as liabilities.
John Lawrie
TLG Acquisition One Corp.
December 9, 2022
Page 7
30. Refer to adjustment 2(e) to the pro forma statements of operations on
page 103. Please
disclose how the interest rate related to the debt was determined and,
if the assumed
interest rate is not a fixed rate, quantify and disclose the impact a
potential change in the
assumed interest rate would have on the pro forma financial statements
as required by
Rule 11-02(a)(10) of Regulation S-X.
Information About TLG
Permitted Purchases of Our Securities, page 132
31. We note your disclosure on page 132 that TLG's sponsor, directors,
officers, advisors and
their affiliates may purchase public shares or warrants in the
open market and vote the
securities in favor of approval of the business combination
transaction. Please provide
your analysis on how such potential purchases would comply with Rule
14e-5.
Management of TLG
Conflicts of Interest, page 142
32. Please clarify how the board considered the conflicts of interest in
negotiating and
recommending the business combination.
Information About Electriq
Sales, Marketing and Partnerships, page 160
33. We note your disclosure that in March 2021, you entered into a
commercial supply
agreement. Please tell us what consideration you have given to filing
the agreement as
a material contract under Item 601(b)(10) of Regulation S-K.
Change of Auditors, page 163
34. Due to the fact that Electriq changed auditors during 2022 and is the
predecessor entity,
please be advised that Electriq is required to provide all the
disclosures required by Item
304 of Regulation S-K, including a letter from their former auditor,
filed as an exhibit to
the filing, agreeing or disagreeing with the disclosures.
Electriq's Management's Discussion and Analysis of Financial Condition and
Results of
Operations, page 165
35. Please discuss whether supply chain disruptions materially affect your
outlook or business
FirstName LastNameJohn Lawrie
goals. Specify whether these challenges have materially impacted your
results of
Comapany NameTLG
operations Acquisition
or capital Oneand
resources Corp.
quantify, to the extent possible,
how your sales, profits,
and/or liquidity
December 9, 2022 Page 7 have been impacted.
FirstName LastName
John Lawrie
FirstName LastNameJohn Lawrie
TLG Acquisition One Corp.
Comapany9,
December NameTLG
2022 Acquisition One Corp.
December
Page 8 9, 2022 Page 8
FirstName LastName
36. We note that you have experienced supply chain disruptions. Revise to
discuss known
trends or uncertainties resulting from mitigation efforts undertaken,
if any. Explain
whether any mitigation efforts introduce new material risks, including
those related to
product quality, reliability, or regulatory approval of products.
Beneficial Ownership of Securities
Post-Business Combination Beneficial Ownership Table, page 184
37. Please revise your beneficial ownership table to clearly indicate the
beneficial owner and
natural person with dispositive voting power for GBIF Management Ltd.
and JEL
Partnership. Refer to Item 403 of Regulation S-K.
Executive Compensation Arrangements, page 197
38. Please confirm that you will file the employment agreements referenced
on page 197 as
exhibits once you enter into them with your executive officers.
The Business Combination
Unaudited Prospective Financial Information of Electriq, page 224
39. We note your disclosure that the financial projections are based on
numerous assumptions.
Please expand to disclose whether the projections are in line with
historic operating
trends. Address why the change in trends is appropriate or assumptions
are reasonable.
Clearly describe the basis for projecting this growth and the factors
or contingencies that
would affect such growth ultimately materializing.
The Business Combination
Interests of Sponsor and TLG's Directors..., page 227
40. Please expand your disclosure regarding the sponsor s ownership
interest in the target
company. Disclose the approximate dollar value of the interest based
on the transaction
value and recent trading prices as compared to the price paid.
U.S. Federal Income Tax Considerations, page 258
41. We note the Merger Agreement indicates that the parties intend that
the merger will
qualify as a reorganization within the meaning of Section 368(a) of
the Internal Revenue
Code. Please file a tax opinion as an exhibit to your registration
statement. Please revise
your disclosure beginning on page 258 to address Section 368(a) and
any consequences to
shareholders. Also provide summary and risk factor disclosure and
revise your Questions
and Answers section to briefly address the tax consequences. Refer to
Item 601(b)(8) of
Regulation S-K. For guidance, please refer to Staff Legal Bulletin No.
19.
John Lawrie
FirstName LastNameJohn Lawrie
TLG Acquisition One Corp.
Comapany9,
December NameTLG
2022 Acquisition One Corp.
December
Page 9 9, 2022 Page 9
FirstName LastName
Index to Financial Statements, page F-1
42. Please provide updated interim financial statements and related
disclosures for TLG and
Electriq as required by Rule 8-08 of Regulation S-X.
Consolidated Financial Statements - Electriq
2. Summary of Significant Accounting Policies
Revenue Recognition, page F-77
43. Please revise the revenue recognition policy to more fully address the
following:
Disclose when control is transferred for product sales.
Disclose the general timing of system installations and clarify
the nature of the "input
method", including how you determined it is appropriate.
Clarify if, and how, revenue is allocated between product sales
and system
installations.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Stephany Yang at (202) 551-3167 or Anne McConnell at
(202) 551-
3709 if you have questions regarding comments on the financial statements and
related
matters. Please contact Patrick Fullem at 202-551-8337 or Jay Ingram at (202)
551-3397 with
any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Gerry Spedale