ElectrIQ Power, Inc. signed letter of intent to acquire TLG Acquisition One Corp. from a group of shareholders for approximately $490 million in a reverse merger transaction.
The transaction is subject to expiration or termination of all applicable waiting periods under HSR, effectiveness of the Registration Statement, Class A Common Stock to be issued in the merger having been listed on The New York Stock Exchange (NYSE) upon the closing, and otherwise satisfying the applicable listing requirements of NYSE, receipt of stockholder approval from stockholders of each of TLG and Electriq, TLG having net tangible assets following the redemptions of at least $5,000,001. The Boards of Directors of both Electriq and TLG have approved the proposed transaction. Closing of the transaction is expected during the first half of 2023. David Landau and Anthony Ain of Ellenoff Grossman & Schole LLP acted as legal advisor to ElectrIQ. Gerald M. Spedale and Chris Trester of Gibson, Dunn & Crutcher LLP acted as legal advisor to TLG. Truist Securities, Inc. and EarlyBird Capital acted as financial advisor to TLG. The Duff & Phelps Opinions practice of Kroll, LLC acted as financial advisor and fairness opinion provider to the Board of TLG. Morrow Sodali LLC acted as proxy solicitor and Continental Stock Transfer & Trust Company acted as transfer agent to TLG. National Bank of Canada Financial Inc. and National Bank Financial Inc. acted as financial advisors to ElectrIQ. TLG pay Duff & Phelps a fee of $500,000 for fairness opinion, a portion of which was paid upon delivery of opinion and a portion is payable upon consummation of the transaction. PricewaterhouseCoopers LLP and Synergetics, Inc. acted as due diligence provider to TLG.