UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~January 1416, ~~2023~~2024


Electriq Power Holdings, Inc.
(Exact name of registrant as specified in its charter)

Delaware

001-39948

85-3310839

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)


625 N. Flagler Drive,	Suite 1003	33401
West Palm Beach,	Florida
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (833) 462-2883

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	ELIQ	New York Stock Exchange
Warrants, each exercisable for one share of Class A common stock at an exercise price of $6.57 per share	ELIQ.WS	NYSE American


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).	Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 13.01 ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

InOn ~~accordance~~January ~~with~~16, ~~the~~2024, ~~previously announced binding term sheet between~~ Electriq Power Holdings, Inc. (the “Company”) ~~and~~received ~~Meteora~~written ~~Capital~~notice ~~LLC~~from ~~and its affiliates (“Meteora”),~~ the ~~Company~~staff ~~and~~of ~~Meteora~~NYSE ~~entered~~Regulation ~~into a Termination and Security Agreement~~ (~~the~~ “~~Agreement~~NYSE Regulation”) onthat ~~December~~it ~~14,~~has ~~2023~~determined ~~(the “Agreement Date”), pursuant~~ to ~~which~~commence ~~(i)~~proceedings ~~Meteora will continue~~ to ~~hold~~delist the ~~3,734,062 shares of the~~ Company’s Class A common stock, par value $0.0001 per share (ticker symbol: ELIQ) (the “Common Stock”), itfrom ~~acquired pursuant to~~ the ~~Forward~~New ~~Purchase~~York ~~Agreement~~Stock ~~dated~~Exchange ~~July 23, 2023~~ (the “~~Forward Purchase Agreement~~NYSE”) and ~~the~~that ~~FPA~~trading ~~Funding~~in ~~Amount~~the ~~PIPE~~Common ~~Subscription~~Stock ~~Agreement~~was ~~dated~~suspended ~~July~~immediately. ~~23,~~NYSE ~~2023,~~Regulation ~~free~~reached ~~and~~its ~~clear~~determination ofthat ~~all~~the ~~obligations~~Common orStock ~~restrictions,~~is ~~(ii)~~no ~~the~~longer ~~Prepayment~~suitable ~~Shortfall,~~for aslisting ~~defined~~because in the ~~Forward~~Company ~~Purchase~~had ~~Agreement,~~fallen isbelow ~~deemed repaid in full and (iii)~~ the ~~Forward~~NYSE’s ~~Purchase~~continued ~~Agreement~~listing isstandard ~~terminated~~that ~~except~~requires ~~with~~listed ~~respect~~companies to ~~the~~maintain ~~sections~~an ~~entitled~~average ~~“Other~~global ~~Provisions~~market —capitalization ~~(i)~~over ~~Securities~~a ~~Contract;~~consecutive ~~Swap~~30 ~~Agreement”~~trading ~~and~~day ~~“Other~~period ~~Provisions~~of —at ~~(d)~~least ~~Indemnification~~$15,”000,000, ~~which~~pursuant ~~will~~to ~~remain~~Section in802.01B ~~full~~of ~~force~~the ~~and~~NYSE ~~effect~~Listed Company Manual.

InNYSE ~~addition,~~Regulation ~~pursuant~~indicated that it will apply to the ~~Agreement,~~U.S. ifSecurities and Exchange Commission (the ~~Company~~“SEC”) ~~raises~~to adelist ~~minimum~~the Common Stock upon completion of $7all applicable procedures,~~000~~ which provide,~~000~~ among other things, that the Company has the right to appeal NYSE Regulation’s decision within 10 business days following receipt of ~~total~~notice ~~capital~~thereof. inThe Company expects to appeal NYSE Regulation’s determination to delist the ~~future,~~Common ~~Meteora~~Stock. If ~~will~~the ~~make~~Company alater ~~$500~~determines to withdraw its appeal or the appeal is unsuccessful,~~000~~ ~~PIPE~~it ~~investment~~is inexpected that the ~~Company~~Common onStock ~~terms~~would ~~pari-passu~~be ~~with~~delisted ~~other~~from ~~similar~~the ~~investors~~NYSE at such time.

~~Pursuant~~The toCompany ~~the~~anticipates ~~Agreement,~~that ~~the~~its ~~Company~~Common ~~issued~~Stock towill ~~Meteora~~begin atrading ~~warrant~~in (the ~~“Warrant”)~~over-the-counter tomarket ~~purchase~~under ~~3,500,000~~its ~~shares~~current ofsymbol (ELIQ) when the Common Stock atis asuspended ~~price~~from ~~per~~trading ~~share~~on ofthe $0NYSE.~~001.~~ The ~~Warrant~~over-the-counter ~~may~~market beis ~~exercised~~a ~~for~~significantly amore ~~period~~limited ofmarket ~~five~~than ~~years~~the ~~commencing~~NYSE, and quotation on the ~~Agreement~~over-the-counter ~~Date.~~market ~~Meteora~~likely isresults ~~restricted~~in toa ~~exercising~~less ~~the~~liquid ~~Warrant~~market for aexisting ~~number~~and potential stockholders of ~~shares~~the Company to trade the Common Stock and could further depress the trading price of the Common Stock. ~~equal~~The Company can provide no assurance that its Common Stock will continue to atrade ~~fixed~~on ~~value~~this market, that broker-dealers will continue to provide public quotes of $3the Common Stock on this market,~~500,000~~ (or that the ~~“Exercise~~trading ~~Maximum”).~~volume of the Common Stock will be sufficient to provide for an efficient trading market.

The ~~description~~transition of the ~~Agreement~~Common ~~and~~Stock ~~the Warrant do not purport~~ to ~~be complete and are qualified in their entirety by reference to~~ the ~~Agreement and~~ over-the ~~Warrant, attached hereto as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8~~-Kcounter ~~and~~market ~~are~~will ~~incorporated~~not byaffect ~~reference~~the ~~herein.~~Company’s Ifbusiness ~~any~~operations ~~Warrants~~or ~~remain~~its ~~unexercised~~reporting ~~after~~requirements ~~the~~under ~~Exercise Maximum is reached,~~ the ~~balance~~rules of ~~Warrants~~the ~~shall be terminated~~SEC.

~~Item~~Forward ~~4.02~~Looking ~~Non-Reliance on Previously Issued Financial~~ Statements ~~or a Related Audit Report or Completed Interim Review.~~

OnThis ~~December~~Current Report on Form 8-K includes statements concerning the Company and its future expectations, ~~2023~~plans and prospects that constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "may," "should," "expects," "plans," "anticipates," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential," or "continue," or the ~~Company~~negative ~~received~~of ~~information~~these ~~related~~terms or other similar expressions. Forward-looking statements in this Current Report on Form 8-K include, but are not limited to, anstatements ~~interpretation~~regarding the delisting of the ~~staff~~Common Stock from the NYSE, the Company’s plans to appeal the delisting determination, the trading of the ~~U.S.~~Common ~~Securities~~Stock on the over-the-counter market and ~~Exchange~~the ~~Commission~~impact ~~that~~of the delisting on the Company’s ~~understands~~business isoperations. ~~applicable~~Although tothe ~~SPAC-related~~Company ~~companies~~believes that ~~have~~its ~~entered~~plans, ~~into~~intentions “and expectations reflected in or suggested by these forward-looking ~~purchase~~statements ~~agreements~~are reasonable,” ~~“pre~~the Company cannot assure you that it will achieve or realize these plans, intentions, or expectations. Forward-~~paid~~looking ~~forward~~statements ~~transactions~~are inherently subject to risks,” uncertainties, and/ assumptions. Generally, statements that are not historical facts, including statements concerning possible or ~~“backstop~~assumed ~~agreements”~~future ~~(collectively~~actions, ~~“Purchase~~business ~~Agreements”)~~strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward looking statements. ~~The~~These ~~interpretation~~forward-looking ~~relates~~statements are not guarantees of performance. You should understand that these statements are affected by factors set forth in the Company’s filings with the SEC, including but not limited to those described under the ~~accounting~~heading ~~and~~“Risk ~~reporting~~Factors” ~~for~~in ~~certain~~the ~~Purchase~~Company’s ~~Agreements~~Quarterly ~~for~~Report ~~which~~on Form 10-Q (as amended) for the ~~repurchase~~quarter ~~price~~ended ~~has~~September ~~been~~30, ~~partially~~2023, ~~prepaid;~~and in ~~particular~~its other filings made with the SEC from time to time, ~~that~~which are available via the ~~prepayment~~SEC’s ~~amount~~website ~~may~~at ~~not~~www.sec.gov. beThe ~~reported~~company assumes no obligation to update any forward-looking statements contained in this Current Report on Form 8-K, whether as ana ~~asset~~result of any new information, future events, or otherwise.

On December 15, 2023, the Audit Committee of the Board of Directors of the Company (the “Audit Committee”), after considering the recommendations of management, concluded that the Company’s previously issued consolidated financial statements as of and for the quarter ended September 30, 2023 (the “Financial Statements”), included in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, should no longer be relied upon. Similarly, any other previously filed or furnished reports, related earnings releases, guidance, investor presentations, or similar communications of the Company describing the Financial Statements should no longer be relied upon.

The determination relates to the Company’s interpretation of the aforementioned accounting guidance applicable to the Forward Purchase Agreement, which was generally consistent with the accounting application of some other SPACs that had entered into similar arrangements. The Company determined that: (i) the amount prepaid to Meteora under the Forward Purchase Agreement previously recorded as net current assets should be restated by reclassifying the prepayment amount to equity, and (ii) the recording of a liability, which represents the value of the derivative liability as of September 30, 2023 associated with the Forward Purchase Agreement including the in-substance written put option, the maturity consideration and the share consideration, and should be reflected as a current liability in the Company’s condensed consolidated balance sheet as of September 30, 2023. The net difference was previously recorded as a forward purchase contract asset within total current assets in the Company’s condensed consolidated balance sheet and will be reversed as part of the restatement to be recognized as of September 30, 2023.

The Company’s management and the Audit Committee have discussed the matters described herein with RSM US LLP, the Company’s independent registered public accounting firm.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

No.		Exhibit
10.1	Termination and Security Agreement, dated December 14, 2023.
10.2	Form of Common Stock Purchase Warrant, dated December 14, 2023.
104	Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ELECTRIQ POWER HOLDINGS, INC.

Date: December 19, 2023

By:

/s/ Petrina Thomson

Date: January 17, 2023

By:

/s/ Petrina Thomson

Name:

Petrina Thomson

Title:

Chief Financial Officer

Filing Compare · Electriq Power Holdings, Inc.