Sec Form 4 Filing - LAWRIE JOHN M @ Electriq Power Holdings, Inc. - 2023-07-31

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person LAWRIE JOHN M 2. Issuer Name and Ticker or Trading Symbol Electriq Power Holdings, Inc. [ ELIQ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ELECTRIQ POWER HOLDINGS, INC., 625 NORTH FLAGLER DRIVE, SUITE 1003 3. Date of Earliest Transaction (MM/DD/YY) 07/31/2023 (Street) WEST PALM BEACH, FL33401 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 07/31/2023 A 1,250,000 A 1,250,000 I See Footnote ( 2 ) ( 7 ) Class A Common Stock 07/31/2023 A 756,635 A 756,635 I See Footnote ( 4 ) ( 7 ) Class A Common Stock 07/31/2023 P 1,562,500 A $ 10 ( 5 ) 1,562,500 D Class A Common Stock 07/31/2023 C( 10 ) 1,090,217 A $ 0 ( 10 ) 1,846,852 I See Footnote ( 4 ) ( 7 ) Class A Common Stock 07/31/2023 C( 10 ) 500,000 A $ 0 ( 10 ) 500,000 I See Footnote ( 6 ) ( 7 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class F Common Stock ( 8 ) 07/31/2023 J( 9 ) 3,270,652 ( 9 ) ( 8 ) ( 8 ) Class A Common Stock 3,270,652 ( 9 ) $ 0 ( 8 ) 1,090,217 I See Footnote ( 4 ) ( 7 ) Class F Common Stock ( 8 ) 07/31/2023 C( 10 ) 1,090,217 ( 10 ) ( 8 ) ( 8 ) Class A Common Stock 1,090,217 $ 0 ( 8 ) 0 I See Footnote ( 4 ) ( 7 ) Class F Common Stock ( 8 ) 07/31/2023 C( 10 ) 500,000 ( 10 ) ( 8 ) ( 8 ) Class A Common Stock 500,000 $ 0 ( 8 ) 0 I See Footnote ( 6 ) ( 7 ) Warrants (right to buy) ( 11 ) 07/31/2023 J( 11 ) 1,000,000 08/30/2023 07/31/2028 Class A Common Stock 1,000,000 $ 0 ( 11 ) 1,000,000 I See Footnote ( 4 ) ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LAWRIE JOHN M C/O ELECTRIQ POWER HOLDINGS, INC. 625 NORTH FLAGLER DRIVE, SUITE 1003 WEST PALM BEACH, FL33401 X X Signatures /s/ John Michael Lawrie 08/02/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On July 31, 2023, JMLElectric LLC ("JML") received 1,250,000 shares of the Issuer's Class A Common Stock ("Class A Common Stock") in connection with the completion of the Issuer's business combination (the "Business Combination") with Electriq Power, Inc. ("Electriq"). ( 2 )Represents securities held by JML. The reporting person is the manager of JML and has sole voting and dispositive power over the shares held by JML. ( 3 )On July 31, 2023, TLG Acquisition Founder LLC (the "Sponsor") received 756,635 shares of Class A Common Stock upon the conversion of working capital loans in connection with the completion of the Business Combination. ( 4 )Represents securities held by the Sponsor. The reporting person is the manager of the Sponsor and has sole voting and dispositive power over the shares held by the Sponsor. ( 5 )On July 31, 2023, the reporting person purchased 500,000 shares of Class A Common Stock from the Issuer pursuant to a private placement in exchange for $5.0 million. In connection with such investment, the reporting person received 250,000 shares of the Issuer's Series A Cumulative Redeemable Preferred Stock as an incentive. ( 6 )Represents securities held by TLG Fund I, LP ("TLG Fund I"). The reporting person is the manager of the general partner of TLG Fund I, who has sole voting and dispositive power over the shares held by TLG Fund I. ( 7 )The reporting person disclaims beneficial ownership of all of the securities that are or may be beneficially owned by the JML, Sponsor, TLG Fund I or any of their respective affiliates except to the extent of his pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities of the Issuer for purposes of Section 16 of the Exchange Act or otherwise. ( 8 )Shares of Class F Common Stock of the Issuer ("Class F Common Stock") were convertible into shares of Class A Common Stock as described under the heading "Description of Securities-Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-252032) and the shares of Class F Common Stock had no expiration date. ( 9 )On July 31, 2023, in connection with the closing of the Issuer's business combination, the Sponsor forfeited and surrendered for no consideration 3,270,652 shares of Class F Common Stock pursuant to the terms of the Sponsor Agreement, dated November 13, 2022 (as amended on June 8, 2023), by and among the Issuer, the Sponsor, TLG Fund I, Electriq and the other parties thereto. ( 10 )The Issuer consummated its initial Business Combination on July 31, 2023, whereby, among other things, the shares of Class F Common Stock converted into shares of Class A Common Stock. ( 11 )On July 31, 2023, the Sponsor received 1,000,000 warrants to purchase shares of Class A Common Stock for $6.57 per share upon the conversion of $1,500,000 of working capital loans in connection with the completion of the Business Combination.

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