TLG Acquisition One Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Financial Statements and Exhibits
$TLGA
Industrial Machinery/Components
Miscellaneous
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 14, 2023
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Securities registered pursuant to Section 12(b) of the Act:
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| Item 1.01 | Entry into a Material Definitive Agreement. | ||||
In accordance with the previously announced binding term sheet between Electriq Power Holdings, Inc. (the “Company”) and Meteora Capital LLC and its affiliates (“Meteora”), the Company and Meteora entered into a Termination and Security Agreement (the “Agreement”) on December 14, 2023 (the “Agreement Date”), pursuant to which (i) Meteora will continue to hold the 3,734,062 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) it acquired pursuant to the Forward Purchase Agreement dated July 23, 2023 (the “Forward Purchase Agreement”) and the FPA Funding Amount PIPE Subscription Agreement dated July 23, 2023, free and clear of all obligations or restrictions, (ii) the Prepayment Shortfall, as defined in the Forward Purchase Agreement, is deemed repaid in full and (iii) the Forward Purchase Agreement is terminated except with respect to the sections entitled “Other Provisions — (i) Securities Contract; Swap Agreement” and “Other Provisions — (d) Indemnification,” which will remain in full force and effect.
In addition, pursuant to the Agreement, if the Company raises a minimum of $7,000,000 of total capital in the future, Meteora will make a $500,000 PIPE investment in the Company on terms pari-passu with other similar investors.
Pursuant to the Agreement, the Company issued to Meteora a warrant (the “Warrant”) to purchase 3,500,000 shares of Common Stock at a price per share of $0.001. The Warrant may be exercised for a period of five years commencing on the Agreement Date. Meteora is restricted to exercising the Warrant for a number of shares of Common Stock equal to a fixed value of $3,500,000 (the “Exercise Maximum”).
The description of the Agreement and the Warrant do not purport to be complete and are qualified in their entirety by reference to the Agreement and the Warrant, attached hereto as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein. If any Warrants remain unexercised after the Exercise Maximum is reached, the balance of Warrants shall be terminated.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On December 8, 2023, the Company received information related to an interpretation of the staff of the U.S. Securities and Exchange Commission that the Company understands is applicable to SPAC-related companies that have entered into “forward purchase agreements,” “pre-paid forward transactions,” and/or “backstop agreements” (collectively, “Purchase Agreements”). The interpretation relates to the accounting and reporting for certain Purchase Agreements for which the repurchase price has been partially prepaid; in particular, that the prepayment amount may not be reported as an asset.
On December 15, 2023, the Audit Committee of the Board of Directors of the Company (the “Audit Committee”), after considering the recommendations of management, concluded that the Company’s previously issued consolidated financial statements as of and for the quarter ended September 30, 2023 (the “Financial Statements”), included in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, should no longer be relied upon. Similarly, any other previously filed or furnished reports, related earnings releases, guidance, investor presentations, or similar communications of the Company describing the Financial Statements should no longer be relied upon.
The determination relates to the Company’s interpretation of the aforementioned accounting guidance applicable to the Forward Purchase Agreement, which was generally consistent with the accounting application of some other SPACs that had entered into similar arrangements. The Company determined that: (i) the amount prepaid to Meteora under the Forward Purchase Agreement previously recorded as net current assets should be restated by reclassifying the prepayment amount to equity, and (ii) the recording of a liability, which represents the value of the derivative liability as of September 30, 2023 associated with the Forward Purchase Agreement including the in-substance written put option, the maturity consideration and the share consideration, and should be reflected as a current liability in the Company’s condensed consolidated balance sheet as of September 30, 2023. The net difference was previously recorded as a forward purchase contract asset within total current assets in the Company’s condensed consolidated balance sheet and will be reversed as part of the restatement to be recognized as of September 30, 2023.
The Company’s management and the Audit Committee have discussed the matters described herein with RSM US LLP, the Company’s independent registered public accounting firm.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| No. | Exhibit | |||||||
| Termination and Security Agreement, dated December 14, 2023. | ||||||||
| Form of Common Stock Purchase Warrant, dated December 14, 2023. | ||||||||
| 104 | Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document). | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ELECTRIQ POWER HOLDINGS, INC. | ||||||||||||||
Date: December 19, 2023 | By: | /s/ Petrina Thomson | ||||||||||||
| Name: | Petrina Thomson | |||||||||||||
| Title: | Chief Financial Officer | |||||||||||||