Magnotti Frank A Form 3 Filed 2023-08-10

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

OMB APPROVAL

OMB Number:		3235-0104
Expires:	02/28/2011
Estimated average burden
hours per response		0.5

1. Name and Address of Reporting Person ^*

Magnotti Frank A

2. Date of Event Requiring Statement (Month/Day/Year)

07/31/2023

3. Issuer Name and Ticker or Trading Symbol

Electriq Power Holdings, Inc. [ELIQ]

(Last)

(First)

(Middle)

C/O ELECTRIQ POWER HOLDINGS, INC., 625 NORTH FLAGLER DRIVE, SUITE 1003

4. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Executive Officer

5. If Amendment, Date Original Filed (Month/Day/Year)

(Street)

WEST PALM BEACH, FL 33401

(City)

(State)

(Zip)

6. Individual or Joint/Group Filing

(Check applicable line)

__X__ Form Filed by One Reporting Person
_____ Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock, par value $0.0001 per share	984,822	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option⁽¹⁾	07/31/2023	⁽²⁾	Class A Common Stock, par value $0.0001 per share	716,326	⁽³⁾	D

Explanation of Responses:

1.	Received in connection with the merger of the Issuer and Electriq Power, Inc. ("Electriq") in exchange for options to acquire shares of Electriq.
2.	The options expire on dates ranging from June 10, 2029 to September 18, 2032.
3.	3,446 of the options have an exercise price of $0.53, 396,923 of the options have an exercise price of $0.79 and 315,957 of the options have an exercise price of $0.94.

	Signatures
	/s/ Frank Magnotti	08/10/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.