ELIWQ

• The financing may include debt or equity financing, a recapitalization, or other potential strategic transactions.
• The Board has not set a timetable for the review and has made no definitive decisions regarding further actions.
• There is no assurance that the process will result in any transaction, and the company will not disclose additional details until a specific transaction is entered into.
• The report was filed under Item 8.01 Other Events to disclose this material event.

8.01 Other Events

• The delisting determination was based on the company falling below the NYSE's continued listing standard requiring an average global market capitalization of at least $15,000,000 over 30 consecutive trading days.
• The company has the right to appeal the decision within 10 business days of receiving the notice and expects to appeal.
• If the appeal is unsuccessful or withdrawn, the common stock is expected to be delisted and to begin trading on the over-the-counter market under the symbol ELIQ.
• The company anticipates that trading on the over-the-counter market will be less liquid and could further depress the trading price, but the delisting will not affect its business operations or SEC reporting requirements.

3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

• Meteora will retain 3,734,062 shares of Class A common stock free of all obligations or restrictions, and the Prepayment Shortfall under the Forward Purchase Agreement is deemed repaid in full.
• Electriq issued Meteora a warrant to purchase 3,500,000 shares of common stock at $0.001 per share, exercisable for five years, but limited to a fixed exercise value of $3,500,000.
• If Electriq raises at least $7,000,000 of total capital in the future, Meteora will make a $500,000 PIPE investment on pari-passu terms with other similar investors.
• On December 15, 2023, the Audit Committee concluded that the company's previously issued financial statements for the quarter ended September 30, 2023 should no longer be relied upon, due to an SEC staff interpretation on accounting for forward purchase agreements.

1.01 Entry into a Material Definitive Agreement · 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review · 9.01 Financial Statements and Exhibits

• Electriq Power Holdings, Inc. made a business and operations presentation available on its investor website on November 28, 2023.
• The information is furnished under Item 7.01 Regulation FD Disclosure and is not deemed filed for SEC purposes.
• The report was signed by Chief Financial Officer Petrina Thomson on November 28, 2023.

7.01 Regulation FD Disclosure

• The company also failed the Minimum Stock Price Standard, as its average closing price was below $1.00 per share over a consecutive 30 trading-day period.
• Electriq has 45 days from the notice to submit a plan to regain compliance with the market cap standard within 18 months, and six months to cure the stock price deficiency.
• The company intends to develop and submit a compliance plan and will notify the NYSE by December 7, 2023.
• The NYSE notification does not affect Electriq's business operations or SEC reporting requirements.

3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing · 9.01 Financial Statements and Exhibits

• On November 12, 2023, Electriq Power Holdings, Inc. and Meteora entered into a binding term sheet that terminates the July 23, 2023 Forward Purchase Agreement.
• Electriq will issue 3,500,000 warrants to Meteora, exercisable for 5 years at $0.001 per share, limited to a fixed value of $3,500,000, to repay the Prepayment Shortfall.
• Meteora commits to a $500,000 PIPE investment if Electriq raises at least $7,000,000 of total capital in the future.
• The binding term sheet terminates if definitive documentation is not executed by November 30, 2023, unless extended by Meteora.
• Electriq reported Q3 2023 net revenues of $0.8 million, net loss of $20.0 million, and no outstanding debt as of September 30, 2023.

1.01 Entry into a Material Definitive Agreement · 2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• James Van Hoof, Jr., Chief Operating Officer and General Counsel, resigned on October 30, 2023, effective November 10, 2023, to pursue other opportunities.
• The company plans to search for a candidate to take over certain General Counsel responsibilities.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• Electriq Power Holdings, Inc. issued a press release on September 11, 2023, announcing its participation in the H.C. Wainwright 25th Annual Global Investment Conference held September 11-13, 2023 in New York, NY.
• The company also posted an investor presentation on its website, which is attached as Exhibit 99.2 to the 8-K.
• The disclosure was made under Item 7.01 Regulation FD, and the exhibits are furnished, not filed, under the Exchange Act.
• The investor presentation includes forward-looking statements about revenue, financing, market growth, and other projections, subject to risks and uncertainties.

7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits