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Filing Details

Accession Number:: 0000899243-23-017742
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-08-02 21:51:34
Reporting Period:: 2023-07-31

Accepted Time:: 2023-08-02 21:51:34
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1827871	Electriq Power Holdings Inc.	ELIQ	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1180454	M John Lawrie	C/O Electriq Power Holdings, Inc. 625 North Flagler Drive, Suite 1003 West Palm Beach FL 33401		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2023-07-31	1,250,000	$0.00	1,250,000	No	4	A	Indirect	See Footnote
Class A Common Stock	Acquisiton	2023-07-31	756,635	$0.00	756,635	No	4	A	Indirect	See Footnote
Class A Common Stock	Acquisiton	2023-07-31	1,562,500	$10.00	1,562,500	No	4	P	Direct
Class A Common Stock	Acquisiton	2023-07-31	1,090,217	$0.00	1,846,852	No	4	C	Indirect	See Footnote
Class A Common Stock	Acquisiton	2023-07-31	500,000	$0.00	500,000	No	4	C	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	A	Indirect	See Footnote
No	4	A	Indirect	See Footnote
No	4	P	Direct
No	4	C	Indirect	See Footnote
No	4	C	Indirect	See Footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class F Common Stock	Disposition	2023-07-31	3,270,652	$0.00	3,270,652	$0.00
Class A Common Stock	Class F Common Stock	Disposition	2023-07-31	1,090,217	$0.00	1,090,217	$0.00
Class A Common Stock	Class F Common Stock	Disposition	2023-07-31	500,000	$0.00	500,000	$0.00
Class A Common Stock	Warrants (right to buy)	Disposition	2023-07-31	1,000,000	$0.00	1,000,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
1,090,217			No	4	J	Indirect
0			No	4	C	Indirect
0			No	4	C	Indirect
1,000,000	2023-08-30	2028-07-31	No	4	J	Indirect

Footnotes

On July 31, 2023, JMLElectric LLC ("JML") received 1,250,000 shares of the Issuer's Class A Common Stock ("Class A Common Stock") in connection with the completion of the Issuer's business combination (the "Business Combination") with Electriq Power, Inc. ("Electriq").
Represents securities held by JML. The reporting person is the manager of JML and has sole voting and dispositive power over the shares held by JML.
On July 31, 2023, TLG Acquisition Founder LLC (the "Sponsor") received 756,635 shares of Class A Common Stock upon the conversion of working capital loans in connection with the completion of the Business Combination.
Represents securities held by the Sponsor. The reporting person is the manager of the Sponsor and has sole voting and dispositive power over the shares held by the Sponsor.
On July 31, 2023, the reporting person purchased 500,000 shares of Class A Common Stock from the Issuer pursuant to a private placement in exchange for $5.0 million. In connection with such investment, the reporting person received 250,000 shares of the Issuer's Series A Cumulative Redeemable Preferred Stock as an incentive.
Represents securities held by TLG Fund I, LP ("TLG Fund I"). The reporting person is the manager of the general partner of TLG Fund I, who has sole voting and dispositive power over the shares held by TLG Fund I.
The reporting person disclaims beneficial ownership of all of the securities that are or may be beneficially owned by the JML, Sponsor, TLG Fund I or any of their respective affiliates except to the extent of his pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities of the Issuer for purposes of Section 16 of the Exchange Act or otherwise.
Shares of Class F Common Stock of the Issuer ("Class F Common Stock") were convertible into shares of Class A Common Stock as described under the heading "Description of Securities-Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-252032) and the shares of Class F Common Stock had no expiration date.
On July 31, 2023, in connection with the closing of the Issuer's business combination, the Sponsor forfeited and surrendered for no consideration 3,270,652 shares of Class F Common Stock pursuant to the terms of the Sponsor Agreement, dated November 13, 2022 (as amended on June 8, 2023), by and among the Issuer, the Sponsor, TLG Fund I, Electriq and the other parties thereto.
The Issuer consummated its initial Business Combination on July 31, 2023, whereby, among other things, the shares of Class F Common Stock converted into shares of Class A Common Stock.
On July 31, 2023, the Sponsor received 1,000,000 warrants to purchase shares of Class A Common Stock for $6.57 per share upon the conversion of $1,500,000 of working capital loans in connection with the completion of the Business Combination.