8-A12B 1 ck1827871-8a_20210125.htm FORM 8-A12B ck1827871-8k_20210125.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

TLG Acquisition One Corp.

(Exact name of registrant as specified in its charter)

 

Delaware

 

85-3310839

(State of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

 

515 North Flagler Drive, Suite 520

West Palm Beach, FL

 

 

33401

(Address of principal executive offices)

 

(Zip Code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title for each class
to be so registered

 

Name of each exchange on which
each class is to be registered

Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant

 

New York Stock Exchange

 

 

 

Class A common stock, par value $0.0001 per share

 

New York Stock Exchange

 

 

 

Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share

 

New York Stock Exchange

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box.   

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.

 

Securities Act registration statement file number to which this form relates (if applicable): 333-252032

 

Securities to be registered pursuant to Section 12(g) of the Act: N/A

 

 

 



Item 1.Description of Registrant’s Securities to be Registered.

The securities to be registered hereby are the units, Class A common stock, par value $0.0001 per share, and warrants to purchase Class A common stock, of TLG Acquisition One Corp. (the “Registrant”). The description of the units, Class A common stock and warrants set forth under the heading “Description of Securities” in the Registrant’s prospectus forming a part of its Registration Statement on Form S-1 (File No. 333-252032), originally filed with the U.S. Securities and Exchange Commission on January 12, 2021, as thereafter amended and supplemented from time to time (the “Registration Statement”), to which this Form 8-A relates is incorporated by reference herein. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are subsequently filed are hereby also incorporated by reference herein.

Item 2.Exhibits.

The following exhibits have been filed as exhibits to the Registration Statement, as amended, and are incorporated herein by reference:

Exhibit
No.

 

Description

3.1

 

Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-252032)), filed with the U.S. Securities and Exchange Commission on January 12, 2021).

3.2

 

Form of Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-252032), filed with the U.S. Securities and Exchange Commission on January 25, 2021).

3.3

 

By Laws (Incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-252032), filed with the U.S. Securities and Exchange Commission on January 12, 2021).

4.1

 

Specimen Unit Certificate (Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-252032), filed with the U.S. Securities and Exchange Commission on January 12, 2021).

4.2

 

Specimen Class A Common Stock Certificate (Incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-252032), filed with the U.S. Securities and Exchange Commission on January 12, 2021).

4.3

 

Specimen Warrant Certificate (Incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-252032), filed with the U.S. Securities and Exchange Commission on January 12, 2021).

4.4

 

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant (Incorporated by reference to Exhibit 4.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-252032), filed with the U.S. Securities and Exchange Commission on January 12, 2021).

10.1

 

Form of Investment Management Trust Agreement Between Continental Stock Transfer & Trust Company and the Registrant (Incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-252032), filed with the U.S. Securities and Exchange Commission on January 12, 2021).

10.2

 

Form of Registration Rights Agreement by and among the Registrant and certain security holders (Incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-252032), filed with the U.S. Securities and Exchange Commission on January 12, 2021).

 


 

 

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: January 26, 2021

 

TLG Acquisition One Corp.

 

 

 

 

 

 

 

 

 

 

By:

/s/ John Michael Lawrie

 

 

Name:John Michael Lawrie

 

 

Title:Chief Executive Officer