United States securities and exchange commission logo
April 7, 2023
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.
Amendment No. 2 to
Registration Statement on Form S-4
Filed March 24,
2023
File No. 333-268349
Dear John Lawrie:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our
January 11, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-4 filed March 24,
2023
Risk Factors
Significant inflation could adversely affect our business..., page 41
1. We note your risk
factor indicating that significant inflation could adversely affect your
business and financial
results. Please update this risk factor in future filings if recent
inflationary pressures
have materially impacted your operations. In this regard, identify
the types of
inflationary pressures you are facing and how your business has been
affected.
John Lawrie
FirstName LastNameJohn Lawrie
TLG Acquisition One Corp.
Comapany
April NameTLG Acquisition One Corp.
7, 2023
April 27, 2023 Page 2
Page
FirstName LastName
Risk Factors
The warrant agreement designates the courts of the State of New York..., page
88
2. We note your disclosure that the forum selection provision will not
apply to actions
arising under the Securities Act or Exchange Act. Please ensure that
the forum selection
provision in the warrant agreement states this clearly, or tell us how
you will inform
investors in future filings that the provision does not apply to any
actions arising under the
Securities Act or Exchange Act.
Risk Factors
The Proposed Charter will provide that the..., page 92
3. We note that your forum selection provision identifies the federal
district courts of the
United States as the exclusive forum for actions arising under the
Securities Act. Please
revise your disclosure to state that there is uncertainty as to
whether a court would enforce
such provision. Please also state that investors cannot waive
compliance with the federal
securities laws and the rules and regulations thereunder. In that
regard, we note that
Section 22 of the Securities Act creates concurrent jurisdiction for
federal and state courts
over all suits brought to enforce any duty or liability created by the
Securities Act or the
rules and regulations thereunder.
Unaudited Pro Forma Condensed Combined Financial Information, page 99
4. Refer to adjustment (d) to the pro forma balance sheet on page 105. It
appears the
reference to item (c) in the pro forma statements of operations should
be item (d) in the
pro forma statements of operations. Please revise appropriately.
5. Refer to adjustment (f) to the pro forma balance sheet on page 106.
Please disclose if
there were changes in the conversion terms of the O'Shanter note
payable and explain any
accounting implications of issuing the new incentive shares.
6. We note disclosures that the maximum redemption scenario assumes
7,488,405 Public
Shares are redeemed (for example, in the Cover Letter and on pages
xiii, 2, 17, 25, 27, 71,
101, and 188) are not consistent with other disclosures that appear to
indicate the
redemption of 7,448,405 Public Shares (for example, on pages xiv, 3,
26, 101, and 106).
Please clarify or correct any inconsistencies throughout the filing
and any corresponding
percentages, as necessary.
7. We note your responses to prior comments 7 and 8. Please disclose
which fees, incurred
in connection with the business combination, service providers have
agreed to defer
payments for, quantify the amounts deferred, and explain the terms of
the deferrals,
including when the fees will be required to be paid. In addition, in
regard to adjustment
(c) to the pro forma balance sheet, please disclose which fees will be
paid in cash and
explain why these cash payments do not appear to reduce any accrued
amounts disclosed
in adjustment (c) to the pro forma balance sheet.
John Lawrie
TLG Acquisition One Corp.
April 7, 2023
Page 3
8. We note your response to prior comment 8 and the disclosures in
adjustment (e) to the pro
forma balance sheet that you intend to raise $30 million in additional
equity financing and
is reflected in the pro forma financial statements; however, absent
agreements to raise
additional equity, please more fully explain to us how you determined
reflecting the
equity proceeds in the pro forma financial statements is probable as
required by Rule 11-
01(a) of Regulation S-X. We also note your response indicates the
proposed business
combination can proceed with less than $30 million in additional
equity financing;
therefore, please more fully explain to us how you determined the pro
forma financial
statements appropriately reflect the range of possible results (i.e.
proceeds of less than $30
million in additional equity financing under each redemption scenario)
or revise them as
required by Rule 11-02(a)(10) of Regulation S-X.
9. We note your disclosure one of the conditions to the Business
Combination is TLG will
have at least $5,000,001 of net tangible assets as of the date of the
Closing and your
disclosure the Maximum Redemption Scenario satisfies this condition.
We also note it
now appears TLG's historical liabilities will remain outstanding as of
the Closing;
therefore, it is not clear if or how the Maximum Redemption Scenario
will satisfy the net
tangible asset condition. Please revise the filing to clarify how you
determined the net
tangible asset condition will be satisfied under the Maximum
Redemption Scenario
currently presented.
10. Refer to note 3 on page 107. Please revise or clarify why potentially
dilutive securities do
not include outstanding stock options of Electriq that appear will be
converted into stock
options of the combined entity. This comment is also applicable to
disclosures of
additional dilution sources throughout the filing.
Electriq's Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Liquidity and Capital Resources
Sources of Liquidity, page 180
11. We note your disclosure that the Business Combination includes $41.5
million of
additional equity financing raised through the issuance of 2,500,000
shares of Class A
common stock at $10.00 per share, and that 1,250,000 Incentive Shares
are allocated to
the financing stockholders. Please correct or reconcile these amounts to
disclosures
elsewhere in the filing, for example, on page 2 where you disclose $30.0
million of
additional equity financing will be raised through the issuance of
4,500,000 shares of
FirstName LastNameJohn Lawrie
Class A common stock (including 1,500,000 Incentive Shares). This
comment is also
Comapany NameTLG
applicable to theAcquisition One Corp.
additional equity financing disclosures on page 71 in
which the
April 7,maximum
2023 Pageredemption
3 scenario also assumes $25.0 million of
additional equity financing.
FirstName LastName
John Lawrie
FirstName LastNameJohn Lawrie
TLG Acquisition One Corp.
Comapany
April NameTLG Acquisition One Corp.
7, 2023
April 47, 2023 Page 4
Page
FirstName LastName
Unaudited Prospective Financial Information of Electriq, page 238
12. Revise your disclosure to explain how your updated financial
projections are
representative of your current business operations and future plans,
given that you
generated approximately $16.0 million in revenue in the fiscal year
ended December 31,
2022.
U.S. Federal Income Tax Considerations, page 274
13. We note your disclosure on page 275 that Exhibit 8.1 is the opinion of
Ellenoff
Grossman. Similarly, we note your disclosure on page 277 that Exhibit
8.2 is the opinion
of Gibson Dunn. Exhibit 8.1 appears to be the opinion of Gibson Dunn,
and Exhibit 8.2
appears to be the opinion of Ellenoff Grossman. Please revise
accordingly.
Exhibits
14. We note you entered into a multi-year agreement with a major U.S.
clean-energy
company. Please file the agreement as an exhibit to this registration
statement or advise
why you believe it is not required to be filed pursuant to Item
601(b)(10) of Regulation S-
K.
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