Late Filing Notice (SEC Filing - NT 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one):		☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR
	For Period Ended: March 31, 2021
	☐ Transition Report on Form 10-K
	☐ Transition Report on Form 20-F
	☐ Transition Report on Form 11-K
	☐ Transition Report on Form 10-Q
	For the Transition Period Ended:

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

TLG Acquisition One Corp.

Full Name of Registrant

Former Name if Applicable

515 North Flagler Drive, Suite 520

Address of Principal Executive Office (Street and Number)

West Palm Beach, FL 33401

City, State and Zip Code

PART II - RULES 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the following should be completed. (Check box if appropriate.)

PART III - NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

TLG Acquisition One Corp. (the 'Company') has determined that it is unable to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (the 'Q1 2021 Form 10-Q') without unreasonable effort or expense. On April 12, 2021, the Staff of the U.S. Securities and Exchange Commission (the 'SEC') issued the 'Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies ('SPACs')' (the 'SEC Staff Statement'), which provides guidance for all SPACs regarding the accounting and reporting for their warrants. Following review of the SEC Staff Statement, the Company reevaluated the accounting treatment of its warrants (the 'Warrants') and concluded that, based on the SEC Staff Statement, the Warrants were determined to be classified as liabilities measured at fair value, with subsequent changes in fair value recorded in the Company's Statement of Operations each reporting period.

The Company intends to file the Q1 2021 Form 10-Q on or prior to May 24, 2021, which is the first business day following the fifth calendar day after the prescribed due date for the Company's Q1 2021 Form 10-Q for the quarter ended March 31, 2021 (as the fifth calendar day after such prescribed due date is a Saturday).

The Company is working diligently to complete the Q1 2021 Form 10-Q as soon as possible; however, given the scope of the valuation process for calculating the fair value of the Warrant liabilities in accordance with the SEC Staff Statement, the Company is unable to complete and file the Q1 2021 Form 10-Q by the required due date of May 17, 2021 without unreasonable effort and expense. The Company does expect to file such report on or prior to May 24, 2021.

PART IV - OTHER INFORMATION

(1)				Name and telephone number of person to contact in regard to this notification.
		John Michael Lawrie				(561)				945-8340
		(Name)				(Area Code)				(Telephone Number)
(2)			Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☒ No ☐
(3)			Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes ☐ No ☒
		If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

TLG Acquisition One Corp.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 18, 2021				By:			/s/ John Michael Lawrie
			Name:			John Michael Lawrie
			Title:			Chief Executive Officer
					Principal Executive Officer

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