United States securities and exchange commission logo
June 22, 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. 3 to
Registration Statement on Form S-4
Filed June 8, 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 April
7, 2023 letter.
Amendment No. 3 to Registration Statement on Form S-4 filed June 8, 2023
General
1. In the TLG letter to
stockholders, please restore the aggregate merger consideration
(expressed in U.S.
dollars) in the first sentence of the second paragraph.
John Lawrie
FirstName LastNameJohn Lawrie
TLG Acquisition One Corp.
Comapany
June NameTLG Acquisition One Corp.
22, 2023
June 22,
Page 2 2023 Page 2
FirstName LastName
2. Please tell us whether Truist Securities, Inc. ("Truist") was involved
in the preparation of
any disclosure that is included in the registration statement, or
material underlying
disclosure in the registration statement, including but not limited to
the disclosure
regarding the summary of the financial analyses prepared by Electriq
Power s
("Electriq") management and reviewed by the board of directors of TLG
Acquisition One
Corp. ("TLG") or the projected financial information of Electriq. If
Truist was involved
in preparing this disclosure, please also include a risk factor
describing their role in
connection with the preparation of the registration statement and the
valuation of Electriq
and that they disclaim any liability in connection with such
disclosure included in the
registration statement. If applicable, please also disclose the
rationale for continuing to
rely on information disclaimed by the professional organization
associated with or
responsible for such information.
3. Please disclose whether Truist assisted in the preparation or review
of any materials
reviewed by TLG s board of directors or management as part of their
services to
Electriq and whether Truist has withdrawn its association with those
materials and
notified TLG of such disassociation.
4. Please provide us with any correspondence between Truist and Electriq
relating to Truist's
resignation.
5. Please provide us with the engagement letter between Electriq and
Truist. We note you
will remain liable for certain provisions of the engagement letter and
the underwriting
agreement, please disclose the impacts of those obligations on the
Company in the
registration statement.
6. Please provide us with a letter from Truist stating whether it agrees
with the statements
made in your prospectus related to their resignation and, if not,
stating the respects in
which they do not agree. Please revise your disclosure accordingly to
reflect that you
have discussed the disclosure with Truist and it either agrees or does
not agree with the
conclusions and the risks associated with such outcome. If Truist does
not respond, please
revise your disclosure to indicate you have asked and not received a
response and disclose
the risks to investors. Additionally, please indicate that Truist
withdrew from its role as
financial advisor and forfeited its fees, if applicable, and that the
firm refused to discuss
the reasons for its resignation and forfeiture of fees, if applicable,
with management.
7. We note your disclosure that RBC Capital Markets, LLC ("RBC") had not
been formally
retained in connection with the business combination. Please describe
what relationship
existed between RBC and TLG after the close of the IPO, including any
financial or
merger-related advisory services conducted by RBC. For example,
clarify whether RBC
had any role in the identification or evaluation of business
combination targets.
John Lawrie
FirstName LastNameJohn Lawrie
TLG Acquisition One Corp.
Comapany
June NameTLG Acquisition One Corp.
22, 2023
June 22,
Page 3 2023 Page 3
FirstName LastName
8. Tell us whether RBC was involved in the preparation of any disclosure
that is included in
the Form S-4 registration statement, including any analysis underlying
disclosure in the
registration statement. If so, clarify their involvement, whether they
have retracted any
work product associated with the transaction, and the risk of such
withdrawal and reliance
on their expertise.
9. We note your disclosure that Truist and RBC did not provide you with a
reason for the fee
waiver. If there was no dialogue and you did not seek out the reasons
why Truist and
RBC waived their fees, despite already completing their services,
please indicate so in
your registration statement.
Unaudited Pro Forma Condensed Combined Financial Information, page 106
10. Based on disclosures in the forepart of the filing, please clarify how
you determined the
number of shares of New Electriq Common Stock that will be issued and
outstanding
immediately after the Business Combination for the Electriq
stockholders and the Sponsor
and certain affiliates.
Notes to Unaudited Pro Forma Condensed Combined Financial Information
2. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
Transaction Accounting Adjustments to the Unaudited Pro Forma Condensed
Combined Balance
Sheet, page 115
11. Refer to adjustment (d) on page 115. We note TLG intends to raise
approximately $9.5
million as part of the Financing Transactions at Closing through the
issuance of 950,000
shares of Class A common stock of New Electriq and the issuance of
475,000 shares of
New Electriq preferred stock; however, based on disclosures in the
forepart of the filing, it
appears the Post-Closing Lawrie Investment is only required to be
funded to the extent
amounts remaining in the trust account and any additional amounts
raised by TLG are less
than $28 million. To the extent the business combination may proceed
under the No
Redemption and 50% Redemption pro forma scenarios without the
Post-Closing Lawrie
Investment, it appears the pro forma financial statement would need to
be revised to
reflect those scenarios. Please clarify or revise.
12. Refer to adjustment (f) on page 116. We note your disclosure that
approximately $9.0
million of transactions costs are expected to be deferred and
subsequently paid within 12
months of the Closing pursuant to deferral agreements with various
service providers. On
page 29, you disclose approximately $2.4 million in transaction costs
are expected to be
deferred at Closing but are still being negotiated. Please update the
status of the
negotiations.
13. Refer to adjustment (m) on page 116. We note the adjustment to reflect
the non-
redemption of TLG's common stock, including the issuance of 71,839
shares of New
John Lawrie
TLG Acquisition One Corp.
June 22, 2023
Page 4
Electriq preferred stock at Closing to certain public stockholders
subject to non-
redemption agreements. Please clarify whether the non-redemption
agreements have been
executed and disclose the number of shares of TLG common stock subject to
these
agreements. To the extent it is less than the number of remaining shares
under the
Maximum Redemption pro forma scenario, please more fully explain how you
determined
the number of remaining shares under that scenario.
14. Refer to notes (a), (b), (d), (g), and (k) on pages 115 and 116. Please
clarify how you
allocated amounts associated with each transaction to the Class A common
stock and the
New Electriq preferred stock. Please also clarify how you calculated the
expenses
associated with the preferred stock recorded in the pro forma statements
of operations.
3. Loss Per Share, page 118
15. Please disclose and discuss the potential dilution that may result from
the conversion of
the New Electriq preferred stock.
Background of the Business Combination, page 230
16. We note your disclosure on page 240 that the valuation of Electriq was
reduced to $275
million. Please revise to disclose if the valuation was approved by the
TLG board. If so,
disclose all material factors that the board relied upon in agreeing to
the current valuation.
Explain the quantitative factors regarding why the valuation decreased.
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,
FirstName LastNameJohn Lawrie
Division of
Corporation Finance
Comapany NameTLG Acquisition One Corp.
Office of
Manufacturing
June 22, 2023 Page 4
cc: Gerry Spedale
FirstName LastName