Sec Form 13G Filing - TLG Acquisition Founder LLC filing for ELECTRIQ PWR HLDGS INC (ELIQQ) - 2023-02-14

The remainder of this cover page shall be filled out of a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

  NAME OF REPORTING PERSON

  TLG Acquisition Founder LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  - 0 -

  SHARED VOTING POWER

  4,360,869^(1)(2)(3)

  SOLE DISPOSITIVE POWER

  - 0 -

  SHARED DISPOSITIVE POWER

  4,360,869^(1)(2)(3)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  4,360,869^(1)(2)(3)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  35.4%⁽³⁾

  TYPE OF REPORTING PERSON

  OO (Delaware limited liability company)

After giving effect to the Forfeiture (as defined below), consists of 4,360,869 shares of Class A common stock, par value $0.0001 per share (“Class A common stock”), of TLG Acquisition One Corp. (the “Issuer”) acquirable upon conversion of 4,360,869 shares of Class F common stock, par value $0.0001 per share (“Class F common stock”), of the Issuer.

Excludes 4,666,667 shares of Class A common stock issuable upon the exercise of 4,666,667 private placement warrants of the Issuer owned by TLG Acquisition Founder LLC (“Sponsor”). Each warrant is exercisable to purchase one share of Class A common stock at $11.50 per share, subject to adjustment, and becomes exercisable beginning on the later of 12 months of the closing of the Issuer’s initial public offering or 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation.

On January 30, 2023, Sponsor forfeited and surrendered for no consideration 5,000,000 shares of Class F common stock (the “Forfeiture”) pursuant to the terms of the Sponsor Agreement, dated November 13, 2022 (the “Sponsor Agreement”), by and among the Issuer, Sponsor, TLG Fund I, LP, Electriq Power, Inc. and the other parties thereto. Before giving effect to the Forfeiture, Sponsor beneficially owned 9,360,869 shares of Class A common stock that were acquirable upon conversion of 9,360,869 shares of Class F common stock (or 54.1% of the outstanding shares of Class A common stock assuming all shares of Class F common stock beneficially owned by Sponsor were converted into shares of Class A common stock).

  NAME OF REPORTING PERSON

  John Michael Lawrie

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

   United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  500,000⁽¹⁾⁽²⁾

  SHARED VOTING POWER

  4,360,869^(1)(2)(3)

  SOLE DISPOSITIVE POWER

  500,000⁽¹⁾⁽²⁾

  SHARED DISPOSITIVE POWER

  4,360,869^(1)(2)(3)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  4,860,869^(1)(2)(3)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  37.9%⁽³⁾

  TYPE OF REPORTING PERSON

  IN

After giving effect to the Forfeiture, represents 4,360,869 shares of Class F common stock held by Sponsor and 500,000 shares of Class F common stock held by TLG Fund I, LP. The shares held by Sponsor are beneficially owned by John Michael Lawrie (“Mr. Lawrie”), the Chairman of the Board of Directors, Chief Executive Officer and President, and the manager of Sponsor, who has shared voting and dispositive power over the shares held by Sponsor. The shares held by TLG Fund I, LP are beneficially owned by Mr. Lawrie, the manager of the general partner of TLG Fund I, LP, who has sole voting and dispositive power over the shares held by TLG Fund I, LP. Mr. Lawrie disclaims beneficial ownership of the shares held by Sponsor and TLG Fund I, LP except to the extent of his pecuniary interest therein.

Excludes 4,666,667 shares of Class A common stock issuable upon the exercise of 4,666,667 private placement warrants of the Issuer owned by Sponsor. Each warrant is exercisable to purchase one share of Class A common stock at $11.50 per share, subject to adjustment, and becomes exercisable beginning on the later of 12 months of the closing of the Issuer’s initial public offering or 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation.

On January 30, 2023, Sponsor forfeited and surrendered for no consideration 5,000,000 shares of Class F common stock pursuant to the terms of the Sponsor Agreement. Before giving effect to the Forfeiture, Mr. Lawrie beneficially owned 9,860,869 shares of Class A common stock that were acquirable upon conversion of 9,860,869 shares of Class F common stock (or 55.4% of the outstanding shares of Class A common stock assuming all shares of Class F common stock beneficially owned by Mr. Lawrie were converted into shares of Class A common stock).

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

Address of Principal Business Office or, if none, Residence:

Citizenship:

Titles of Classes of Securities:

CUSIP Number:

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):

Ownership

Amount beneficially owned:

Sponsor is the beneficial owner of 4,360,869 shares of Class A common stock after giving effect to the Forfeiture (or 9,360,869 before giving effect to the Forfeiture); and

Mr. Lawrie is the beneficial owner of 4,860,869 shares of Class A common stock after giving effect to the Forfeiture (or 9,860,869 before giving effect to the Forfeiture).

Percent of class:

35.4% for Sponsor after giving effect to the Forfeiture (or 54.1% before giving effect to the Forfeiture); and

37.9% for Mr. Lawrie after giving effect to the Forfeiture (or 55.4% before giving effect to the Forfeiture).

Number of shares as to which such person has:

Sole power to vote or to direct the vote:

0 shares of Class A common stock for Sponsor; and

500,000 shares of Class A common stock for Mr. Lawrie.

Shared power to vote or to direct the vote:

4,360,869 shares of Class A common stock for Sponsor after giving effect to the Forfeiture (or 9,360,869 before giving effect to the Forfeiture); and

4,360,869 shares of Class A common stock for Mr. Lawrie after giving effect to the Forfeiture (or 9,360,869 before giving effect to the Forfeiture).

Sole power to dispose or to direct the disposition of:

0 shares of Class A common stock for Sponsor; and

500,000 shares of Class A common stock for Mr. Lawrie.

Shared power to dispose or to direct the disposition of:

4,360,869 shares of Class A common stock for Sponsor after giving effect to the Forfeiture (or 9,360,869 before giving effect to the Forfeiture); and

4,360,869 shares of Class A common stock for Mr. Lawrie after giving effect to the Forfeiture (or 9,360,869 before giving effect to the Forfeiture).

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certification.

Exhibit No.

Description

515 North Flagler Drive, Suite 520

West Palm Beach, FL 33401

515 North Flagler Drive, Suite 520

West Palm Beach, FL 33401