0000899243-23-017742.txt : 20230802 0000899243-23-017742.hdr.sgml : 20230802 20230802215134 ACCESSION NUMBER: 0000899243-23-017742 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230731 FILED AS OF DATE: 20230802 DATE AS OF CHANGE: 20230802 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LAWRIE JOHN M CENTRAL INDEX KEY: 0001180454 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39948 FILM NUMBER: 231137797 MAIL ADDRESS: STREET 1: DXC TECHNOLOGY COMPANY STREET 2: 1775 TYSONS BOULEVARD CITY: TYSONS STATE: VA ZIP: 22102 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Electriq Power Holdings, Inc. CENTRAL INDEX KEY: 0001827871 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 625 NORTH FLAGLER DRIVE, SUITE 1003 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 BUSINESS PHONE: 833-462-2883 MAIL ADDRESS: STREET 1: 625 NORTH FLAGLER DRIVE, SUITE 1003 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 FORMER COMPANY: FORMER CONFORMED NAME: TLG Acquisition One Corp. DATE OF NAME CHANGE: 20201009 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2023-07-31 0 0001827871 Electriq Power Holdings, Inc. ELIQ 0001180454 LAWRIE JOHN M C/O ELECTRIQ POWER HOLDINGS, INC. 625 NORTH FLAGLER DRIVE, SUITE 1003 WEST PALM BEACH FL 33401 1 0 1 0 0 Class A Common Stock 2023-07-31 4 A 0 1250000 A 1250000 I See Footnote Class A Common Stock 2023-07-31 4 A 0 756635 A 756635 I See Footnote Class A Common Stock 2023-07-31 4 P 0 1562500 10.00 A 1562500 D Class A Common Stock 2023-07-31 4 C 0 1090217 0.00 A 1846852 I See Footnote Class A Common Stock 2023-07-31 4 C 0 500000 0.00 A 500000 I See Footnote Class F Common Stock 2023-07-31 4 J 0 3270652 0.00 D Class A Common Stock 3270652 1090217 I See Footnote Class F Common Stock 2023-07-31 4 C 0 1090217 0.00 D Class A Common Stock 1090217 0 I See Footnote Class F Common Stock 2023-07-31 4 C 0 500000 0.00 D Class A Common Stock 500000 0 I See Footnote Warrants (right to buy) 2023-07-31 4 J 0 1000000 0.00 D 2023-08-30 2028-07-31 Class A Common Stock 1000000 1000000 I See Footnote 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. /s/ John Michael Lawrie 2023-08-02