Announcement • Mar 29
Electriq Power Holdings, Inc. announced delayed annual 10-K filing On 03/28/2024, Electriq Power Holdings, Inc. announced that they will be unable to file their next 10-K by the deadline required by the SEC. Announcement • Jan 18
NYSE Regulation Determines to Commence Proceedings to Delist the Electriq Power Holdings' Class A Common Stock from NYSE On January 16, 2024, Electriq Power Holdings, Inc. (the “Company”) received written notice from the staff of NYSE Regulation (“NYSE Regulation”) that it has determined to commence proceedings to delist the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), from the New York Stock Exchange (the “NYSE”) and that trading in the Common Stock was suspended immediately. NYSE Regulation reached its determination that the Common Stock is no longer suitable for listing because the Company had fallen below the NYSE’s continued listing standard that requires listed companies to maintain an average global market capitalization over a consecutive 30 trading day period of at least $15,000,000, pursuant to Section 802.01B of the NYSE Listed Company Manual. NYSE Regulation indicated that it will apply to the U.S. Securities and Exchange Commission (the “SEC”) to delist the Common Stock upon completion of all applicable procedures, which provide, among other things, that the Company has the right to appeal NYSE Regulation’s decision within 10 business days following receipt of notice thereof. The Company expects to appeal NYSE Regulation’s determination to delist the Common Stock. If the Company later determines to withdraw its appeal or the appeal is unsuccessful, it is expected that the Common Stock would be delisted from the NYSE at such time. The Company anticipates that its Common Stock will begin trading in the over-the-counter market under its current symbol (ELIQ) when the Common Stock is suspended from trading on the NYSE. The over-the-counter market is a significantly more limited market than the NYSE, and quotation on the over-the-counter market likely results in a less liquid market for existing and potential stockholders of the Company to trade the Common Stock and could further depress the trading price of the Common Stock. The Company can provide no assurance that its Common Stock will continue to trade on this market, that broker-dealers will continue to provide public quotes of the Common Stock on this market, or that the trading volume of the Common Stock will be sufficient to provide for an efficient trading market. The transition of the Common Stock to the over-the-counter market will not affect the Company’s business operations or its reporting requirements under the rules of the SEC. Reported Earnings • Jan 15
Third quarter 2023 earnings released: US$0.74 loss per share (vs US$6.65 loss in 3Q 2022) Third quarter 2023 results: US$0.74 loss per share. Net loss: US$20.0m (loss widened 88% from 3Q 2022). Announcement • Jan 11
Electriq Power Holdings, Inc. Provides Revenue Guidance for the Fourth Quarter of 2023 and Reiterates Revenue Guidance for the Year 2024 Electriq Power Holdings, Inc. provided revenue guidance for the fourth quarter of 2023 and reiterated revenue guidance for the year 2024. The approximate $1.3 million The company expects to record in sales for fourth quarter represents year on year growth of over 100% and a roughly 60% sequential increase, including a 233% sequential increase in Sustainable Community Networks (SCN), its third consecutive quarter of incremental growth.The company reiterated a revenue range of $20 million to $30 million in 2024. Announcement • Nov 30
Electriq Power Holdings Announces Receipt of Continued Listing Standard Notice from NYSE Electriq Power Holdings, Inc. (‘Electriq’) received written notice on November 22, 2023, from the New York Stock Exchange (‘NYSE’) that Electriq is not in compliance with the NYSE continued listing standards, which require it to maintain: (i) a minimum average closing price of at least $1.00 per share over a consecutive 30-day trading period (‘Minimum Stock Price Standard’) and (ii) an average market capitalization of at least $50.0 million over a consecutive 30-day trading period and, at the same time, a total stockholders’ equity equal to or greater than $50.0 million (‘Minimum Market Capitalization Standard’). Electriq plans to notify the NYSE by December 7, 2023 of its receipt of the notice and that it intends to submit a plan to cure the Minimum Market Capitalization Standard deficiency. Minimum Stock Price Standard: The NYSE provides a period of six months, or until Electriq’s next annual meeting of stockholders if stockholder approval is required, (the ‘Cure Period’) following receipt of the notice to regain compliance with the minimum stock price requirement for continued listing on the NYSE. Electriq can regain compliance at any time during the Cure Period if, on the last trading day of any calendar month during the Cure Period, Electriq has: (i) a closing stock price of at least $1.00 and (ii) an average closing stock price of at least $1.00 over the 30-day trading period ending on the last trading day of that month. Minimum Market Capitalization Standard: The NYSE provides a period of 45 days from receipt of the notice to submit a plan advising the NYSE of definitive actions Electriq has taken, or is taking, that would bring it into compliance with the market capitalization listing standard within 18 months of receipt of the notice. Electriq is currently evaluating its available options and developing a plan to regain compliance with the minimum global market capitalization requirement. The NYSE notification does not affect Electriq’s business operations or its Securities and Exchange Commission (‘SEC’) reporting requirements. Reported Earnings • Nov 16
Third quarter 2023 earnings released: US$0.74 loss per share (vs US$0.05 loss in 3Q 2022) Third quarter 2023 results: US$0.74 loss per share (further deteriorated from US$0.05 loss in 3Q 2022). Net loss: US$20.0m (loss widened 88% from 3Q 2022). Announcement • Nov 12
Electriq Power Holdings, Inc. to Report Q3, 2023 Results on Nov 14, 2023 Electriq Power Holdings, Inc. announced that they will report Q3, 2023 results at 4:00 PM, US Eastern Standard Time on Nov 14, 2023 Announcement • Sep 28
Electriq Power Announces New Director of Capital Markets Electriq Power Holdings, Inc. announced the addition of David Peterson to its finance team, effective immediately. Peterson will lead capital markets activities and be responsible for arranging corporate financing, both equity and debt, and project financing for Electriq's Sustainable Community Network programs and Sustainable Solutions partners. Mr. Peterson served most recently as a Principal at Rebel Group, where he provided strategic advisory services on energy and infrastructure projects. Prior to joining Rebel, he was Managing Director for renewable capital markets at Clean Power Finance, a solar financing platform. His background also includes 20 years in infrastructure financing, both advising organizations on essential infrastructure projects and delivering financing through his prior roles at Ernst Young, RBC Capital Markets, CIT Group and Schroders. Throughout his career, Mr. Peterson has negotiated and closed finance facilities in excess of $15 billion, comprising almost all forms of financing relevant to energy and infrastructure. Electriq provides zero-up-front-cost energy systems - turnkey energy solutions that include batteries, solar panels, software, project development, financing, and installation - for homeowners in specific geographies and across all customer classes, including Low- and Moderate-Income households. By connecting organizations, companies, municipalities, and their local homeowners into Sustainable Community Networks, Electriq is enabling a shared vision of making the planet a better place. Through these partnerships, as well as by providing a comprehensive solution portfolio, Electriq makes it possible to deliver complete, clean, affordable, and resilient energy to all homeowners. Announcement • Aug 17
Electriq Power Holdings, Inc. Announces Executive Changes Given her other commitments and responsibilities, on August 10, 2023, Neha Palmer notified the Board of Directors of Electriq Power Holdings, Inc. that she would be resigning from the Board and its committees, effective immediately. Ms. Palmer’s resignation was not the result of any dispute or disagreement between Ms. Palmer and the Company on any matter relating to the Company’s operations, policies or practices. On August 15, 2023, the Board, on recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Jennifer Lowry to the Board to fill the vacancy caused by Ms. Palmer’s resignation, effective immediately. Ms. Lowry will serve on the Compensation Committee of the Board. Ms. Lowry served most recently as a senior executive at McCormick and Company, first as Vice President of Corporate Finance before adding Risk and Treasury oversight to her role. Prior to taking on the role at McCormick, Ms. Lowry spent more than 25 years in the Energy industry in senior strategy and finance roles at Exelon Corp, Constellation Energy, Cogentrix Energy and The AES Corporation. In considering director candidates, one of the Board’s key objectives is to ensure that the Board’s composition reflects a broad diversity of experience, professions, skills, viewpoints, personal traits and backgrounds. The Board believes Ms. Lowry will bring beneficial experience and attributes to the Board, among which are her extensive experience in the energy industry and project finance, particularly in developing and enhancing risk management policies and overseeing financial and commercial transactions and operations, as well as her strong leadership skills, vast business experience and financial acumen. The Board has determined that Ms. Lowry qualifies as independent under the applicable New York Stock Exchange listing standards. There are no arrangements or understandings between Ms. Lowry and any other persons with respect to her appointment as a director. Neither Ms. Lowry nor any immediate family member of Ms. Lowry has been a participant in any transaction or currently proposed transaction with the Company that is reportable under Item 404(a) of Regulation S-K. Ms. Lowry will participate in the standard compensation arrangements for the Company’s non-employee directors. In addition, Ms. Lowry and the Company will enter into the Company’s standard indemnification agreement for directors and executive officers, the form of which was previously filed with the Securities and Exchange Commission. New Risk • Aug 14
New major risk - Revenue and earnings growth Revenue has declined by 44% over the past year. This is considered a major risk. Ultimately, shareholders want to see a good return on their investment and that generally comes from sharing in the company's profits. If revenues are declining, then it is difficult for the company to prevent its earnings from declining as well. A trend of falling revenue can be very difficult to turn around. If the company is well already established it may also be a sign the company has matured and is in decline. In addition, if the company pays dividends it will also likely need to reduce or cut them, striking a dual blow to total shareholder returns. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-US$25m free cash flow). Share price has been highly volatile over the past 3 months (28% average weekly change). Negative equity (-US$39m). Revenue has declined by 44% over the past year. Minor Risk Market cap is less than US$100m (US$84.2m market cap). Reported Earnings • Aug 14
Second quarter 2023 earnings released: EPS: US$0.055 (vs US$0.13 loss in 2Q 2022) Second quarter 2023 results: EPS: US$0.055 (up from US$0.13 loss in 2Q 2022). Revenue: US$43.8k (down 99% from 2Q 2022). Net income: US$16.0m (up US$42.8m from 2Q 2022). Board Change • Aug 02
No independent directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 5 experienced directors. No highly experienced directors. No independent directors (5 non-independent directors). Director Neha Palmer was the last director to join the board, commencing their role in 2019. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Insufficient board refreshment. Announcement • Aug 02
ElectrIQ Power, Inc. acquired TLG Acquisition One Corp. (NYSE:TLGA) from a group of shareholders in a reverse merger transaction. ElectrIQ Power, Inc. signed letter of intent to acquire TLG Acquisition One Corp. (NYSE:TLGA) from a group of shareholders for approximately $490 million in a reverse merger transaction on July 15, 2022. ElectrIQ Power, Inc. entered into an agreement to acquire TLG Acquisition One Corp. (NYSE:TLGA) from TLG Acquisition Founder LLC and others for approximately $490 million in a reverse merger transaction on November 13, 2022. Under the terms of the transaction, Electriq equity holders will receive aggregate merger consideration of $495 million, consisting of up to 49.5 million TLG’s Class A common stock (valued at $10 per share), and the right to elect to receive up to $25 million in cash with a corresponding reduction in the number of shares of TLG common stock. At closing 2 million shares from the merger consideration, will be placed into an escrow account to be used as merger consideration incentive shares. Upon close of the transaction, Electriq’s existing shareholders will continue to own a majority of the merged company. Upon closing of the transaction, the combined company will operate under the name Electriq Power Holdings Inc. and will be led by existing Electriq management with Mike Lawrie joining the board as Chairman. The combined company plans to publicly trade on the NYSE under the symbol ELIQ.
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. As of July 25, 2023, the transaction has been approved by the shareholders of TLG. Closing of the transaction is expected during the first half of 2023. As of July 25, 2023, The business combination is expected to close on July 31, 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. TLG Acquisition has agreed to pay Morrow Sodali a fee of $20,000.
ElectrIQ Power, Inc. acquired TLG Acquisition One Corp. (NYSE:TLGA) from a group of shareholders in a reverse merger transaction on July 31, 2022. 
