United States securities and exchange commission logo
July 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. 4 to
Registration Statement on Form S-4
Filed June 29, 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 June
22, 2023 letter.
Amendment No. 4 to Registration Statement on Form S-4 filed June 29,
2023
Unaudited Pro Forma Condensed Combined Financial Information, page 106
1. We note your response
to comment 13 and your disclosures in the filing (e.g., on page xv)
that depending on the
timing of the non-redemption agreement, a person may also receive
a 0.5 common share
incentive for every two shares not redeemed. Please clarify and
disclose the terms of
the non-redemption agreement, including how the timing determines
whether a person may
also receive a 0.5 common share incentive for every two shares not
redeemed, and clarify
if and how the pro forma financial statements reflect these
agreements. Also, as
previously requested, please revise the filing to explain how the
number of public
stockholder shares that remain outstanding under the Maximum
Redemption scenario
were determined.
John Lawrie
TLG Acquisition One Corp.
July 7, 2023
Page 2
2. We note your response to comment 14, including your disclosures regarding
the assumed
fair value of the New Electriq preferred stock. We also note adjustment
(g) on page 117
and adjustment (gg) on page 118 record additional interest expense in the
pro forma
statements of operations related to the preferred stock; however, it is
not clear to us if or
how the pro forma financial statements reflect accretion of the New
Electriq preferred
stock from its carrying value to its redemption value. In this regard, we
note the New
Electriq preferred stock is recorded at its estimated fair value of
$17,833,000 in the pro
forma balance sheet and interest expense is recorded at 15% of the
redemption value of
the 2,743,489 New Electriq preferred stock that will be issued in the pro
forma statements
of operations. Based on your disclosures, we note interest expense will
be paid through
the issuance of 1,429,015 additional shares of New Electriq preferred
stock such that the
redemption value of the total 4,172,504 shares of New Electriq preferred
stock that will be
outstanding on the redemption date will be $41,725,040, an increase of
~$24,000,000 over
the current carrying value. Please revise the filing to clarify if and
how accretion of the
New Electriq preferred stock from its carrying value to its redemption
value is reflected in
the pro forma statements of operations or revise them accordingly.
Exhibits
3. We refer to the legal opinion filed as Exhibit 5.1. Please revise to
remove any
assumptions of material facts underlying the opinion. For example, we
note counsel has
assumed that "upon issuance of... the total number of shares of Common
Stock or
Preferred Stock, as applicable, issued and outstanding will not exceed
the total number of
shares of Common Stock or Preferred Stock, as applicable, that the
Company is then
authorized to issue under its certificate of incorporation..." See Item
II.B.3.a of Staff
Legal Bulletin No. 19.
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
July 7, 2023 Page 2
cc: Gerry Spedale
FirstName LastName