TLG Acquisition One Corp.

The preferred stock is the term with the sharpest consequence: a 15% cumulative dividend paid in kind compounds the preferred balance rather than draining cash, and mandatory redemption falls due on the third anniversary with the HOLDER choosing cash or common stock. If the holder elects stock at a depressed price, the common share count expands accordingly; if cash, the company must fund it. Either way the obligation is fixed in time, not contingent.

Three cents a share per month adds roughly fifteen cents across five months, and the authority to elect each extension without a further stockholder vote removes four future redemption windows in one approval. Three amendments to the Electriq agreement in seven months is the pattern of a transaction repeatedly renegotiated. For TLGA holders the redemption right exercisable at this meeting is the last guaranteed exit before the board takes control of the calendar.

This is the first version of the registration statement to carry the Third Amendment to the merger agreement, signed June 8, 2023. The document records the amendment's existence and date but not its content. The consideration figures fall outside the extracted portion of this version.

The preferred stock is debt-like: a 15% cumulative dividend payable in kind, with mandatory redemption on the third anniversary of the original issue date, settled in cash or in common stock at the holder's option — so a common holder faces either a cash call or further dilution three years out. The 3,391,250 additional shares are the pre-closing capital raise divided by $8.00, below the $10.00 ascribed to the main consideration. Of the $17.0 million of Pre-Closing Financings signed the same day, $10.0 million comes from John Michael Lawrie, TLG's chief executive and board chairman.

The $10.00 is an assumed value written into the consideration formula rather than a market price, so the 49,500,000 shares are fixed while what they are worth is not. Of those, 2,000,000 Merger Consideration Incentive Shares are placed in escrow at closing rather than delivered to Electriq's equityholders, who also receive 50% of any New Incentive Shares not paid out in connection with the Financings. The agreement has been amended twice, most recently on March 22, 2023, shortly before this amendment was filed.

The merger agreement was amended on the same day this registration amendment was filed, so the terms and the document describing them moved together, leaving no interval for a holder to compare versions. The share consideration is capped rather than fixed at this version — up to 49,500,000 shares — and the per-share value behind the $495.0 million is an assumption written into the formula rather than a market price. Electriq's common, preferred, option, warrant and other convertible security holders all become equityholders of TLG at closing.