Correspondence 0001193125-22-311845 from Electriq Power Holdings, Inc. (ELIQQ) (CIK 0001827871)
Electriq Power Holdings, Inc. (ELIQQ) (CIK 0001827871)
Date: Dec. 23, 2022 · CIK: 0001827871 · Accession: 0001193125-22-311845
AI Filing Summary & Sentiment
File numbers found in text: 333-268349
Referenced dates: December 9, 2022
Letter
VIA EDGAR Division of Corporation Finance Re: TLG Acquisition One Corp. Registration Statement on Form S-4 Filed November 14, 2022 File No. 333-268349
Dear Ms. Yang:
On behalf of TLG Acquisition One Corp., a Delaware corporation (the “Company”), set forth below are responses of the Company to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) contained in the letter dated December 9, 2022 (the “Comment Letter”) regarding the Company’s Registration Statement on Form S-4 (the “Registration Statement”) filed with the Commission on November 14, 2022. Capitalized terms used herein and otherwise not defined herein shall have the meanings assigned to such terms in the Registration Statement.
Concurrently with this response letter, the Company is filing Amendment No. 1 to the Registration Statement (“Amendment No. 1”) via EDGAR. Amendment No. 1 includes revisions made in response to the comments of the Staff in the Comment Letter, as well as additional changes to update certain disclosure contained in the Registration Statement.
To facilitate your review, we have reproduced the text of the Staff’s comments in boldfaced print below, followed by the Company’s response to each comment. References in the responses to page numbers and section headings refer to page numbers and section headings of Amendment No. 1. We are also providing, on a supplemental basis, a copy of Amendment No. 1 that has been marked to show changes made to the originally filed Registration Statement.
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.
Response:
We respectfully acknowledge the Staff’s comment and have revised pages xx and 73 of Amendment No. 1.
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.
Beijing • Brussels • Century City • Dallas • Denver • Dubai • Frankfurt • Hong Kong • Houston • London • Los Angeles • Munich
New York • Orange County • Palo Alto • Paris • San Francisco • São Paulo • Singapore • Washington, D.C.
U.S. Securities and Exchange Commission
December 23, 2022
Page
Response:
We respectfully acknowledge the Staff’s comment and have revised pages xiii and xiv of Amendment No. 1.
3. Please disclose the sponsor and its affiliates’ total potential ownership interest in the combined company, assuming exercise and conversion of all securities.
Response:
We respectfully acknowledge the Staff’s comment and have revised pages 190 and 191 of Amendment No. 1.
4. We note that certain shareholders agreed to waive their redemption rights. Please describe any consideration provided in exchange for this agreement.
Response:
We respectfully acknowledge the Staff’s comment and have revised pages 136 and 262 of Amendment No. 1.
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.
Response:
We respectfully acknowledge the Staff’s comment and have revised pages xiii and 4 of Amendment No. 1.
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.
Response:
We respectfully acknowledge the Staff’s comment and have revised page 87 of Amendment No. 1.
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.
Response:
We respectfully acknowledge the Staff’s comment and have revised page 17 of Amendment No. 1.
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.
Response:
We respectfully acknowledge the Staff’s comment and have revised pages xiii and 4 of Amendment No. 1 to disclose the potential dilutive impact the Lawrie Note could have on non-redeeming shareholders. Additionally, we respectfully advise the Staff that the only additional securities that are subject to a definitive agreement currently is the Lawrie Note which is described on pages 7, 8, 171, 172 and 235 of Amendment No. 1. The Company will update its disclosure to the extent definitive agreements for additional securities are entered into.
U.S. Securities and Exchange Commission
December 23, 2022
Page
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.
Response:
We respectfully acknowledge the Staff’s comment and have revised pages 54 and 55 of Amendment No. 1.
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.
Response:
We respectfully acknowledge the Staff’s comment and advise the Staff that Sponsor is not controlled by, and does not have substantial ties to, any non-U.S. person. However, the Business Combination would result in investments by GBIF Management Ltd., a Canadian investment fund (“GBIF”), and JEL Partnership, a Canadian entity (“JEL”). The Company has included an additional risk factor to address how this fact could impact the Company’s ability to complete the Business Combination on page 81 of Amendment No. 1. In addition, the anticipated beneficial ownership of shares of New Electriq common stock by GBIF and JEL following the Business Combination are reflected on pages 190 and 191 of Amendment No. 1.
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.
Response:
We respectfully acknowledge the Staff’s comment and have revised page 86 of Amendment No. 1.
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.
U.S. Securities and Exchange Commission
December 23, 2022
Page
Response:
We respectfully acknowledge the Staff’s comment and have revised page x of Amendment No. 1.
13. Please disclose the name of the private lender and file any agreements with the party under Item 601 of Regulation S-K.
Response:
We respectfully acknowledge the Staff’s comment and have revised pages 25, 99 and 106 of Amendment No. 1. As of the date hereof, Electriq has not entered into a definitive agreement with the private lender. The Company undertakes to file any agreement with the private lender as an exhibit to a subsequent amendment to the Registration Statement to the extent any such agreement is entered into prior to effectiveness of the Registration Statement and is required to be filed under Item 601 of Regulation S-K.
14. Please include on the inside front cover page the information set forth in Item 2 of Form S-4.
Response:
We respectfully acknowledge the Staff’s comment and have revised the inside cover page of Amendment No. 1.
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.
Response:
We respectfully acknowledge the Staff’s comment and have revised the disclosures on page 28 of Amendment No. 1 to revise the book value calculation to reflect total stockholders’ (deficit) divided by the actual common shares outstanding.
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.
Response:
We respectfully acknowledge the Staff’s comment and note that we are currently in discussions with our largest customer relating to our ability to disclose the terms of the agreement, given confidentiality provisions included in the agreement. We plan to respond to the Staff’s comment more fully once these discussions are completed. Additionally, we have revised page 39 of Amendment No. 1 to remove the reference to two customers.
U.S. Securities and Exchange Commission
December 23, 2022
Page
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.
Response:
We respectfully acknowledge the Staff’s comment and have revised page 41 of Amendment No. 1.
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.
Response:
We respectfully acknowledge the Staff’s comment and have revised pages 40 and 41 of Amendment No. 1.
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.
Response:
We respectfully acknowledge the Staff’s comment and have revised page 40 of Amendment No. 1.
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.
Response:
We respectfully acknowledge the Staff’s comment and have revised page 54 of Amendment No. 1.
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.
Response:
We respectfully acknowledge the Staff’s comment and have revised pages xx, 7, 19, 74, 110 and 234 of Amendment No. 1.
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
U.S. Securities and Exchange Commission
December
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CORRESP 1 filename1.htm CORRESP Gibson, Dunn & Crutcher LLP 811 Main Street Houston, TX 77002-6117 Tel 346.718.6600 www.gibsondunn.com December 23, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attn: Stephany Yang Re: TLG Acquisition One Corp. Registration Statement on Form S-4 Filed November 14, 2022 File No. 333-268349 Dear Ms. Yang: On behalf of TLG Acquisition One Corp., a Delaware corporation (the “Company”), set forth below are responses of the Company to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) contained in the letter dated December 9, 2022 (the “Comment Letter”) regarding the Company’s Registration Statement on Form S-4 (the “Registration Statement”) filed with the Commission on November 14, 2022. Capitalized terms used herein and otherwise not defined herein shall have the meanings assigned to such terms in the Registration Statement. Concurrently with this response letter, the Company is filing Amendment No. 1 to the Registration Statement (“Amendment No. 1”) via EDGAR. Amendment No. 1 includes revisions made in response to the comments of the Staff in the Comment Letter, as well as additional changes to update certain disclosure contained in the Registration Statement. To facilitate your review, we have reproduced the text of the Staff’s comments in boldfaced print below, followed by the Company’s response to each comment. References in the responses to page numbers and section headings refer to page numbers and section headings of Amendment No. 1. We are also providing, on a supplemental basis, a copy of Amendment No. 1 that has been marked to show changes made to the originally filed Registration Statement. 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. Response: We respectfully acknowledge the Staff’s comment and have revised pages xx and 73 of Amendment No. 1. 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. Beijing • Brussels • Century City • Dallas • Denver • Dubai • Frankfurt • Hong Kong • Houston • London • Los Angeles • Munich New York • Orange County • Palo Alto • Paris • San Francisco • São Paulo • Singapore • Washington, D.C. U.S. Securities and Exchange Commission December 23, 2022 Page 2 Response: We respectfully acknowledge the Staff’s comment and have revised pages xiii and xiv of Amendment No. 1. 3. Please disclose the sponsor and its affiliates’ total potential ownership interest in the combined company, assuming exercise and conversion of all securities. Response: We respectfully acknowledge the Staff’s comment and have revised pages 190 and 191 of Amendment No. 1. 4. We note that certain shareholders agreed to waive their redemption rights. Please describe any consideration provided in exchange for this agreement. Response: We respectfully acknowledge the Staff’s comment and have revised pages 136 and 262 of Amendment No. 1. 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. Response: We respectfully acknowledge the Staff’s comment and have revised pages xiii and 4 of Amendment No. 1. 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. Response: We respectfully acknowledge the Staff’s comment and have revised page 87 of Amendment No. 1. 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. Response: We respectfully acknowledge the Staff’s comment and have revised page 17 of Amendment No. 1. 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. Response: We respectfully acknowledge the Staff’s comment and have revised pages xiii and 4 of Amendment No. 1 to disclose the potential dilutive impact the Lawrie Note could have on non-redeeming shareholders. Additionally, we respectfully advise the Staff that the only additional securities that are subject to a definitive agreement currently is the Lawrie Note which is described on pages 7, 8, 171, 172 and 235 of Amendment No. 1. The Company will update its disclosure to the extent definitive agreements for additional securities are entered into. U.S. Securities and Exchange Commission December 23, 2022 Page 3 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. Response: We respectfully acknowledge the Staff’s comment and have revised pages 54 and 55 of Amendment No. 1. 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. Response: We respectfully acknowledge the Staff’s comment and advise the Staff that Sponsor is not controlled by, and does not have substantial ties to, any non-U.S. person. However, the Business Combination would result in investments by GBIF Management Ltd., a Canadian investment fund (“GBIF”), and JEL Partnership, a Canadian entity (“JEL”). The Company has included an additional risk factor to address how this fact could impact the Company’s ability to complete the Business Combination on page 81 of Amendment No. 1. In addition, the anticipated beneficial ownership of shares of New Electriq common stock by GBIF and JEL following the Business Combination are reflected on pages 190 and 191 of Amendment No. 1. 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. Response: We respectfully acknowledge the Staff’s comment and have revised page 86 of Amendment No. 1. 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. U.S. Securities and Exchange Commission December 23, 2022 Page 4 Response: We respectfully acknowledge the Staff’s comment and have revised page x of Amendment No. 1. 13. Please disclose the name of the private lender and file any agreements with the party under Item 601 of Regulation S-K. Response: We respectfully acknowledge the Staff’s comment and have revised pages 25, 99 and 106 of Amendment No. 1. As of the date hereof, Electriq has not entered into a definitive agreement with the private lender. The Company undertakes to file any agreement with the private lender as an exhibit to a subsequent amendment to the Registration Statement to the extent any such agreement is entered into prior to effectiveness of the Registration Statement and is required to be filed under Item 601 of Regulation S-K. 14. Please include on the inside front cover page the information set forth in Item 2 of Form S-4. Response: We respectfully acknowledge the Staff’s comment and have revised the inside cover page of Amendment No. 1. 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. Response: We respectfully acknowledge the Staff’s comment and have revised the disclosures on page 28 of Amendment No. 1 to revise the book value calculation to reflect total stockholders’ (deficit) divided by the actual common shares outstanding. 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. Response: We respectfully acknowledge the Staff’s comment and note that we are currently in discussions with our largest customer relating to our ability to disclose the terms of the agreement, given confidentiality provisions included in the agreement. We plan to respond to the Staff’s comment more fully once these discussions are completed. Additionally, we have revised page 39 of Amendment No. 1 to remove the reference to two customers. U.S. Securities and Exchange Commission December 23, 2022 Page 5 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. Response: We respectfully acknowledge the Staff’s comment and have revised page 41 of Amendment No. 1. 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. Response: We respectfully acknowledge the Staff’s comment and have revised pages 40 and 41 of Amendment No. 1. 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. Response: We respectfully acknowledge the Staff’s comment and have revised page 40 of Amendment No. 1. 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. Response: We respectfully acknowledge the Staff’s comment and have revised page 54 of Amendment No. 1. 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. Response: We respectfully acknowledge the Staff’s comment and have revised pages xx, 7, 19, 74, 110 and 234 of Amendment No. 1. 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 U.S. Securities and Exchange Commission December