Electriq Power completes merger with TLG; begins trading as ELIQ on NYSE

Electriq Power Holdings, Inc.

On July 31, 2023, the merger closed; 29.9M Class A shares and 1.4M preferred shares issued to Electriq stockholders.
7.7M public shares redeemed; post-closing 38.1M Class A shares and 2.6M preferred shares outstanding.
$3.0M prepayment shortfall under Forward Purchase Agreement with Meteora; up to $50M right of first refusal on future financings.
New board includes John Michael Lawrie (15.7% owner), Frank Magnotti, and others; ticker ELIQ starts Aug 1 on NYSE.
Registration rights and indemnification agreements entered; legacy Electriq holders may request underwritten offerings >$30M.

item 1.01 item 2.01 item 5.02 item 9.01 item 4.01 item 3.03 item 5.01 item 5.03 item 5.05 item 5.06 item 8.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

Electriq Power Holdings, Inc.: The Company Board approved and adopted the Amended and Restated Bylaws, effective as of the Effective Time (effective 2023-07-31).

Change: bylaw amendment
Effective: 2023-07-31

Exact text from the filing

On the Closing Date, the Company Board approved and adopted the Amended and Restated Bylaws of the Company (the “ Bylaws ”), effective as of the Effective Time.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Electriq Power Holdings, Inc.: The Company Board adopted a new code of business conduct and ethics ('Code') effective July 31, 2023 (effective 2023-07-31).

Change: code of ethics
Effective: 2023-07-31

Exact text from the filing

In connection with the Closing of the Business Combination, on July 31, 2023 and effective as of such date, the Company Board adopted a new code of business conduct and ethics (the “ Code ”) applicable to the Company’s employees, officers and directors.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

Electriq Power Holdings, Inc.: TLG stockholders approved a new amended and restated certificate of incorporation ('New Charter') to replace the existing charter following the Business Combination (effective 2023-07-31).

Change: charter amendment
Effective: 2023-07-31

Exact text from the filing

TLG’s stockholders also approved a new amended and restated certificate of incorporation (“ New Charter ”) to replace TLG’s Amended and Restated Certificate of Incorporation (the “ Charter ”) following the consummation of the Business Combination.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

Electriq Power Holdings, Inc.: As a result of the Business Combination, TLG ceased being a shell company (effective 2023-07-31).

Change: shell status
Effective: 2023-07-31

Exact text from the filing

As a result of the Business Combination, TLG ceased being a shell company.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Electriq Power Holdings, Inc. entered into Registration Rights Agreement with TLG, Sponsor, John Michael Lawrie, RBC and certain stockholders of Electriq valued at $30.0 million (effective 2023-07-31).

Action: entry
Counterparty: TLG, Sponsor, John Michael Lawrie, RBC and certain stockholders of Electriq
Value: $30.0 million
Effective: 2023-07-31

Exact text from the filing

On July 31, 2023, in connection with the Closing, TLG, Sponsor, John Michael Lawrie, RBC and certain stockholders of Electriq entered into an amended and restated registration rights agreement (the “ Registration Rights Agreement ”)

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Electriq Power Holdings, Inc. entered into Letter Agreement with Meteora Capital, LLC valued at $50.0 million (effective 2023-06-28).

Action: entry
Counterparty: Meteora Capital, LLC
Value: $50.0 million
Effective: 2023-06-28

Exact text from the filing

On June 28, 2023, TLG entered into a letter agreement (the “ Letter Agreement ”) with Meteora Capital, LLC (“ Meteora ”), pursuant to which Meteora has a right of first refusal to participate in future financings of TLG (excluding any equity line of credit arrangement) in an amount up to $50.0 million.

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Source: SEC EDGAR

accession 0001193125-23-203886

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