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United States securities and exchange commission logo
December 9, 2022
John Lawrie
Chief Executive Officer
TLG Acquisition One Corp.
515 North Flagler Drive, Suite 520
West Palm Beach, FL 33401
Re:TLG Acquisition One Corp.
Registration Statement on Form S-4
Filed November 14, 2022
File No. 333-268349
Dear John Lawrie:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 filed November 14, 2022
General
1.Please highlight the risk that the sponsor will benefit from the completion of a business
combination and may be incentivized to complete an acquisition of a less favorable target
company or on terms less favorable to shareholders rather than liquidate.
2.Please highlight the material risks to public warrant holders, including those arising from
differences between private and public warrants.  Clarify whether recent common stock
trading prices exceed the threshold that would allow the company to redeem public
warrants.  Clearly explain the steps, if any, the company will take to notify all
shareholders, including beneficial owners, regarding when the warrants become eligible
for redemption.

 FirstName LastNameJohn Lawrie
 Comapany NameTLG Acquisition One Corp.
 December 9, 2022 Page 2
 FirstName LastName
John Lawrie
TLG Acquisition One Corp.
December 9, 2022
Page 2
3.Please disclose the sponsor and its affiliates’ total potential ownership interest in the
combined company, assuming exercise and conversion of all securities.
4.We note that certain shareholders agreed to waive their redemption rights.  Please describe
any consideration provided in exchange for this agreement.
5.Please revise to disclose all possible sources and extent of dilution that shareholders who
elect not to redeem their shares may experience in connection with the business
combination.  Provide disclosure of the impact of each significant source of dilution,
including the amount of equity held by founders, convertible securities, including warrants
retained by redeeming shareholders, at each of the redemption levels detailed in your
sensitivity analysis, including any needed assumptions.
6.Quantify the value of warrants, based on recent trading prices, that may be retained by
redeeming stockholders assuming maximum redemptions and identify any material
resulting risks.
7.It appears that underwriting fees remain constant and are not adjusted based on
redemptions.  Revise your disclosure to disclose the effective underwriting fee on a
percentage basis for shares at each redemption level presented in your sensitivity analysis
related to dilution.
8.We note that you have arranged to sell additional securities to raise funds to satisfy the
minimum cash required to complete the business combination transaction after returning
funds to redeeming stockholders.  Revise the disclosure to discuss the key terms of any
convertible securities and to disclose the potential impact of those securities on non-
redeeming shareholders.
9.We note your disclosure on page 52 regarding Russia's invasion of Ukraine.  Please revise
your filing, as applicable, to provide more specific disclosure related to the direct or
indirect impact that Russia's invasion of Ukraine and the international response have had
or may have on your business.  For additional guidance, please see the Division of
Corporation Finance's Sample Letter to Companies Regarding Disclosures Pertaining to
Russia’s Invasion of Ukraine and Related Supply Chain Issues, issued by the Staff in May
2022.

 FirstName LastNameJohn Lawrie
 Comapany NameTLG Acquisition One Corp.
 December 9, 2022 Page 3
 FirstName LastName
John Lawrie
TLG Acquisition One Corp.
December 9, 2022
Page 3
10.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person.  Please also tell us whether anyone or any
entity associated with or otherwise involved in the transaction, is, is controlled by, or has
substantial ties with a non-U.S. person.  If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination.  For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited.  Further,
disclose that the time necessary for government review of the transaction or a decision to
prohibit the transaction could prevent you from completing an initial business
combination and require you to liquidate.  Disclose the consequences of liquidation to
investors, such as the losses of the investment opportunity in a target company, any price
appreciation in the combined company, and the warrants, which would expire worthless.
11.We note your disclosure that the Warrant Agreement contains an exclusive forum
provision that applies to actions arising under the Securities Act and does not apply to
actions arising under the Exchange Act.  Section 9.3 of Exhibit 4.1 does not state that the
exclusive forum provision applies to the Securities Act and does not apply to the
Exchange Act.  Please revise or tell us how you will inform investors in future filings that
the provision applies to actions arising under the Securities Act and does not apply to
actions arising under the Exchange Act.
12.Please revise to clarify whether any subscription agreements, non-redemption agreements,
or backstop agreements for alternative financing will be fully disclosed for shareholders to
consider in advance of the special meeting.  To the extent you intend to provide such
information to shareholders, disclose how you will inform your shareholders of
arrangements formed after effectiveness.  Finally, disclose whether you have or are
currently negotiating any such arrangements.
13.Please disclose the name of the private lender and file any agreements with the party
under Item 601 of Regulation S-K.
Cover Page
14.Please include on the inside front cover page the information set forth
in Item 2 of Form S-4.

 FirstName LastNameJohn Lawrie
 Comapany NameTLG Acquisition One Corp.
 December 9, 2022 Page 4
 FirstName LastName
John Lawrie
TLG Acquisition One Corp.
December 9, 2022
Page 4
Unaudited Historical Comparative and Pro Forma Combined Per-Share Data of TLG and
Electriq, page 26
15.We note the disclosure under note (3) that book value per share is equal to total
stockholders' deficit (equity) divided by weighted average shares outstanding; however, it
appears the historical book value per share for Electriq as of June 30, 2022 of $(0.23)
appears to have been calculated using total stockholders' (deficit) plus mezzanine equity
divided by the weighted average common shares outstanding but excluding the number of
shares of common stock the preferred stock will be converted into.  Please clarify or
revise the calculation of the historical book value per share for Electriq.  In addition,
please be advised that all book value per share disclosures in the filing should be
calculated using the number of shares outstanding as of the balance sheet date rather than
the number of weighted average shares outstanding during the period.
Risk Factors
The majority of our revenues in 2020, 2021 and 2022 to date were derived..., page 38
16.We note that a majority of your revenue is derived from two customers.  Please disclose
the material terms of your agreements with these customers, including but not limited to,
the term and termination provisions of the agreement and the identity of the customers.
Please also file the agreements as exhibits to the registration statement or tell us why you
do not believe they are required to be filed.  See Item 601(b)(10) of Regulation S-K.
We depend on a limited number of suppliers for key components..., page 39
17.We note that you rely on sole-source and limited-source suppliers for key components,
including inverters and batteries, located in China.  Please disclose the risks of this
reliance and any disruptions you have experienced due to such reliance.
A significant portion of our purchased components..., page 44
18.We note your risk factor that your supply chain may be impacted by changes in the
policies, laws, rules and regulations of the United States or Chinese governments, as well
as political unrest or unstable economic conditions in China.  Update your risks
characterized as potential if recent supply chain disruptions have impacted your
operations.
The ongoing COVID-19 pandemic has impacted..., page 49
19.Please disclose whether your business segments, products, lines of service, projects, or
operations are materially impacted by the pandemic related lockdowns in China,
and discuss any steps you are taking to mitigate adverse impacts to your business.

 FirstName LastNameJohn Lawrie
 Comapany NameTLG Acquisition One Corp.
 December 9, 2022 Page 5
 FirstName LastName
John Lawrie
TLG Acquisition One Corp.
December 9, 2022
Page 5
The execution of our growth strategy is dependent upon..., page 51
20.Please expand your discussion of interest rates to specifically identify the impact of rate
increases on your operations and how your business has been affected.  For example,
describe whether you have experienced lower demand for your products due to the
inability for customers to receive financing for your products as a result of increased
interest rates.
Sponsor may have interests in the Business Combination..., page 71
21.Please clarify if the sponsor and its affiliates can earn a positive rate of return on their
investment, even if other SPAC shareholders experience a negative rate of return in the
post-business combination company.
Unaudited Pro Forma Condensed Combined Financial Information, page 97
22.We note your disclosures regarding pro forma adjustments related to Other Transactions
included in the pro forma balance sheet as of June 30, 2022 and the pro forma statement
of operations for the six months ended June 30, 2022.  Please address the following
regarding the Other Transactions adjustments:
•Explain why you believe the pro forma statement of operations for the year ended
December 31, 2021 is not required to also include the impact of the Other
Transactions based on the requirement to present adjustments to pro forma statements
of operations assuming they were made as of the beginning of the fiscal year
presented.  Alternatively, revise the annual pro forma statement of operations to
include the impact of Other Transactions adjustments.
•Disclose the conversion terms of the Lawrie Note.
•Revise the notes to the pro forma statements of operations to more fully explain how
the related adjustment(s) to interest expense are determined and, if the assumed
interest rates are not fixed rates, quantify and disclose the impact a potential change
in the assumed interest rate would have on the pro forma financial statements as
required by Rule 11-02(a)(10) of Regulation S-X.
•Explain how you determined the Other Transactions are probable.
23.We note the disclosures regarding the expected accounting treatment of the Business
Combination, including the disclosure Electriq's existing stockholders will hold the
"largest minority voting interest in New Electriq"; however, if accurate, please clarify that
under each pro forma scenario Electriq's existing stockholders will have a majority
interest in New Electriq.

 FirstName LastNameJohn Lawrie
 Comapany NameTLG Acquisition One Corp.
 December 9, 2022 Page 6
 FirstName LastName
John Lawrie
TLG Acquisition One Corp.
December 9, 2022
Page 6
24.We note disclosures in the filing related to a Minimum Cash Condition that indicate TLG
must have minimum available funds equal to or in excess of $125 million at closing.
Please more clearly disclose and discuss how the Minimum Cash Condition was
determined and how each pro forma scenario meets the Minimum Cash Condition.
Further, it appears Electriq may have the option to waive the Minimum Cash Condition
based on the terms of the Merger Agreement.  Please clarify whether Electriq has such an
option and, if they do, explain how you determined the current pro forma financial
statements appropriately reflect the range of possible results that may occur as required by
Rule 11-02(a)(10) of Regulation S-X.  In addition, if applicable, please revise Electriq's
MD&A to disclose and discuss the potential impact on the merged entity's financial
condition if the Minimum Cash Condition is waived, including any additional potential
risks and consequences to shareholders of the merged entity.
25.We note disclosures in the filing related to TLG’s commitment to enter into Financing
Agreements to raise not less than $120 million.  Please more fully explain why the
minimum and maximum pro forma scenarios do not not reflect the additional financing
and clarify, if accurate, that the Business Combination may proceed even if no additional
financing is obtained.  In addition, please also more fully explain how you determined the
assumptions used in the 86% redemption pro forma scenario, including how that scenario
meets, or why it does not meet, the $120 million commitment.  Based on the disclosure
that a different mix of debt and equity would change the pro forma financial information,
please also explain how you determined the current pro forma financial statements
appropriately reflect the range of possible results that may occur as required by Rule 11-
02(a)(10) of Regulation S-X.
26.Please more fully explain how you determined the appropriate accounting treatment for
the 5 million New Incentive Shares and the 2 million Merger Consideration Incentive
Shares that will be issued under each pro forma scenario, including the authoritative
literature you relied on.

27.Refer to adjustment 2(d) to the pro forma balance sheet on page 102.  Please more fully
disclose the terms of $25 million cash distribution to Electriq's existing equityholders and
the related accounting.  Please specifically address if it represents a pro rata distribution to
all existing equityholders.
28.Refer to adjustment 2(f) to the pro forma balance sheet on page 102.  Please explain why
the difference reflected in the accumulated deficit is not recorded in the pro forma
statement of operations for the year ended December 31, 2021.
29.Refer to adjustment 2(g) to the pro forma balance sheet and adjustment 2(c) to the pro
forma statements of operations on page 102.  Please disclose and explain how you
determined it will be appropriate to reclassify the Public Warrants to equity as a result of
the Business Combination and how you determined the Private and RBC Warrants will
continue to be classified as liabilities.

 FirstName LastNameJohn Lawrie
 Comapany NameTLG Acquisition One Corp.
 December 9, 2022 Page 7
 FirstName LastName
John Lawrie
TLG Acquisition One Corp.
December 9, 2022
Page 7
30.Refer to adjustment 2(e) to the pro forma statements of operations on page 103.  Please
disclose how the interest rate related to the debt was determined and, if the assumed
interest rate is not a fixed rate, quantify and disclose the impact a potential change in the
assumed interest rate would have on the pro forma financial statements as required by
Rule 11-02(a)(10) of Regulation S-X.