Item
5.07. Submission of Matters to a Vote of Security Holders.
On
January 27, 2023, TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company”) held an extraordinary general
meeting (the “Extraordinary General Meeting”). At the Extraordinary General Meeting, holders of 23,908,701 of the Company’s
ordinary shares, which represents approximately 83% of the ordinary shares issued and outstanding and entitled to vote as of the record
date of December 21, 2022, were represented in person or by proxy.
At
the Extraordinary General Meeting, the shareholders approved a proposal (the “Extension Amendment Proposal”) to amend the
Company’s amended and restated memorandum and articles of association (“Articles”) to extend the date that the Company
has to consummate a business combination from January 29, 2023 to June 29, 2023 (the “Extension Amendment”). The shareholders
also approved a proposal (the “Trust Agreement Amendment Proposal”) to amend the Company’s Investment Management Trust
Agreement, dated as of October 26, 2021, by and between the Company and Continental Stock Transfer & Trust Company as trustee (“Trust
Agreement”), to make a corresponding extension to the date the Company must commence liquidation of the Trust Account from January
29, 2023 to June 29, 2023. The vote tabulation for the Extension Amendment Proposal and Trust Agreement Amendment Proposal is set forth
below.
Approval
of Proposal 1-Extension Amendment Proposal
Votes For | |
Votes Against | |
Abstentions |
23,654,150 | |
254,551 | |
0 |
Approval
of Proposal 2-Trust Agreement Amendment Proposal
Votes For | |
Votes Against | |
Abstentions |
23,654,150 | |
254,551 | |
0 |
In connection with the vote
to approve the Extension Amendment Proposal, the holders of 17,533,296 Class A ordinary shares properly exercised their right to redeem
their shares for cash at a redemption price of approximately $10.38 per share, for an aggregate redemption amount of approximately $181.9
million. After the satisfaction of such redemptions, the balance in the Company’s trust account will be approximately $56.7 million.
Under
Cayman Islands law, the amendment to the Articles took effect upon approval of the Extension Amendment Proposal. Accordingly, the Company
now has until June 29, 2023 to consummate its initial business combination. The foregoing description of the amendment to the Articles
is qualified in its entirety by the full text of the Amendment to the Amended and Restated Memorandum and Articles of Association, which
is filed as Exhibit 3.1 hereto and incorporated herein by reference.
Following
shareholder approval of the Trust Agreement Amendment Proposal, the Company entered into the amendment to the Trust Agreement. The foregoing
description of the amendment to the Trust Agreement is qualified in its entirety by the full text of the Amendment to the Investment
Management Trust Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Additional
Information and Where to Find It
As
previously announced, on January 10, 2023, TKB entered into a business combination agreement with Wejo Group Limited, an exempted company
limited by shares incorporated under the laws of Bermuda (“Wejo”), and Green Merger Subsidiary Limited, an exempted company
incorporated under the laws of the Cayman Islands and a direct, wholly owned subsidiary of Wejo (the “Merger Sub 1”) and
upon execution of a joinder to the business combination agreement, each of Wejo Holdings Limited, an exempted company limited by shares
incorporated under the laws of Bermuda and wholly owned subsidiary of Wejo (“Holdco”) and Wejo Acquisition Company Limited,
an exempted company limited by shares incorporated under the laws of Bermuda and a wholly owned Subsidiary of Holdco (“Merger Sub
2” and together with Merger Sub 1, the “Merger Subs”) (as it may be amended, restated, supplemented or otherwise modified
from time to time, the “Business Combination Agreement”). Pursuant to the Business Combination Agreement and subject to the
satisfaction or waiver of the terms and conditions specified therein, (i) Wejo will transfer all of its Merger Sub 1 shares to Holdco,
(ii) Merger Sub 1 will merge with and into TKB, with TKB continuing as the surviving company (“TKB Merger”), and (iii) Merger
Sub 2 will merge with Wejo, with Wejo continuing as the surviving company (the “Wejo Merger” and, together with the TKB Merger,
the “Business Combination”), so that, immediately following completion of the Business Combination (the “Closing”),
each of Wejo and TKB will be a wholly owned subsidiary of Holdco. The Closing is expected to occur in the second quarter of 2023. In
connection with the Business Combination, TKB and Wejo intend to file relevant materials with the SEC, including a registration statement
on Form S-4, which will include a document that serves as a joint prospectus and proxy statement, referred to as a proxy statement/prospectus.
A proxy statement/prospectus will be sent to all shareholders of TKB and Wejo. TKB and Wejo will also file other documents regarding
the Business Combination with the SEC. Before making any voting or investment decision, investors and security holders of TKB
and Wejo are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that
will be filed with the SEC in connection with the Business Combination as they become available because they will contain important information
about the Business Combination.
Investors
and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC by TKB and Wejo through the website maintained by the SEC at www.sec.gov.
The
documents filed by TKB with the SEC also may be obtained free of charge upon written request to TKB Critical Technologies 1, 400 Continental
Blvd, Suite 6000, El Segundo, CA 90245 or via email at ablatteis@tkbtech.com.
The
documents filed by Wejo with the SEC also may be obtained free of charge upon written request to Wejo Group Limited, ABC Building, 21-23
Quay Street, Manchester, M3 4A or via email at investor.relations@wejo.com.
Participants
in the Solicitation
TKB,
Wejo and their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed
to be participants in the solicitation of proxies from TKB’s or Wejo’s shareholders in connection with the Business Combination.
A list of the names of such directors and executive officers, and information regarding their interests in the Business Combination and
their ownership of TKB’s or Wejo’s securities, as applicable, are, or will be, contained in their respective filings with
the SEC. Additional information regarding the interests of those persons and other persons who may be deemed participants in the Business
Combination may be obtained by reading the proxy statement/prospectus regarding the Business Combination when it becomes available. You
may obtain free copies of these documents as described above.
No
Offer or Solicitation
This
Current Report and the exhibits hereto do not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation
to purchase, any securities in any jurisdiction, or the solicitation of any proxy, vote, consent or approval in any jurisdiction in connection
with the Business Combination or any related transactions, nor shall there be any sale, issuance or transfer of any securities in any
jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. This
Current Report and the exhibits hereto do not constitute either advice or a recommendation regarding any securities. No offer of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, as amended, or exemptions
therefrom.
Forward-Looking
Information
This
Current Report and the exhibits hereto contain certain forward-looking statements within the meaning of the “safe harbor”
provisions of the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical
fact contained in this Current Report and the exhibits hereto are forward-looking statements. Forward-looking statements with respect
to TKB, Wejo and the Business Combination, include statements regarding the anticipated benefits of the Business Combination, the anticipated
timing of the Business Combination, the products and services offered by Wejo and the markets in which it operates (including future
market opportunities), Wejo’s projected future results, future financial condition and performance and expected financial impacts
of the Business Combination (including future revenue, pro forma enterprise value and cash balance), the satisfaction of closing conditions
to the Business Combination and the level of redemptions of TKB’s public shareholders, and Wejo’s expectations, intentions,
strategies, assumptions or beliefs about future events, results of operations or performance or that do not solely relate to historical
or current facts. These forward-looking statements generally are identified by the words “anticipate,” “believe,”
“estimate,” “expect,” “forecast,” “future,” “intend,” “may,”
“opportunity,” “plan,” “potential,” “project,” “representative of,” “scales,”
“should,” “strategy,” “valuation,” “will,” “will be,” “will continue,”
“will likely result,” “would,” and similar expressions (or the negative versions of such words or expressions).
Forward-looking statements are based on current assumptions, estimates, expectations, and projections of the management of TKB and Wejo
and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the
forward-looking statements in this Current Report and the exhibits hereto, including but not limited to: (i) the risk that the Business
Combination may not be completed in a timely manner or at all, which may adversely affect the price of TKB’s and Wejo’s securities,
(ii) the risk that the Business Combination may not be completed by TKB’s business combination deadline and the potential failure
to obtain an extension of the business combination deadline if sought by TKB, (iii) the failure to satisfy the conditions to the consummation
of the Business Combination, including the approval of the Business Combination by the shareholders of TKB and Wejo, the satisfaction
of the minimum trust account amount following any redemptions by TKB’s public shareholders (if applicable), the failure by Wejo
to obtain the additional financing required to complete the Business Combination, and the receipt of certain governmental and other third-party
approvals (or that such approvals result in the imposition of conditions that could reduce the anticipated benefits from the Business
Combination or cause the parties to abandon the Business Combination), (iv) the lack of a fairness opinion from Wejo in determining whether
or not to pursue the Business Combination, (v) the occurrence of any event, change or other circumstance that could give rise to the
termination of the definitive agreements relating to the Business Combination, (vi) the effect of the announcement or pendency of the
Business Combination on Wejo’s business relationships, operating results, performance and business generally, (vii) risks that
the Business Combination disrupts current plans and operations of Wejo and the disruption of management’s attention due to the
Business Combination, (viii) the outcome of any legal proceedings that may be instituted against TKB or Wejo related to the Business
Combination, (ix) the ability to maintain the listing of the securities of the surviving entity resulting from the Business Combination
on a national securities exchange, (x) changes in the combined capital structure of TKB and Wejo following the Business Combination,
(xi) changes in the competitive industries and markets in which Wejo operates or plans to operate, (xii) changes in laws and regulations
affecting Wejo’s business, (xiii) the ability to implement business plans, forecasts, and other expectations after the completion
of the Business Combination, and identify and realize additional opportunities, (xiv) risks related to the uncertainty of Wejo’s
projected financial information, (xv) risks related to Wejo’s rollout of its business and the timing of expected business milestones,
(xvi) risks related to Wejo’s potential inability to achieve or maintain profitability and generate cash, (xvii) current and future
conditions in the global economy, including as a result of the impact of the COVID-19 pandemic, inflation, supply chain constraints,
and other macroeconomic factors and their impact on Wejo, its business and markets in which it operates, (xviii) the ability of Wejo
to maintain relationships with customers, suppliers and others with whom Wejo does business, (xix) the potential inability of Wejo to
manage growth effectively, (xx) the enforceability of Wejo’s intellectual property, including its patents and the potential infringement
on the intellectual property rights of others, (xxi) costs or unexpected liabilities related to the Business Combination and the failure
to realize anticipated benefits of the Business Combination or to realize estimated pro forma results and underlying assumptions, including
with respect to estimated shareholder redemptions, (xxii) changes to the proposed structure of the Business Combination that may be required
or are appropriate as a result of applicable laws or regulations, (xxiii) the ability to recruit, train and retain qualified personnel,
and (xxiv) the ability of the surviving entity resulting from the Business Combination to issue equity or obtain financing.
The
foregoing list of factors that may affect the business, financial condition or operating results of TKB and/or Wejo is not exhaustive.
Additional factors are set forth in their respective filings with the U.S. Securities and Exchange Commission (the “SEC”),
and further information concerning TKB and Wejo may emerge from time to time. In particular, you should carefully consider the foregoing
factors and the other risks and uncertainties described in the “Risk Factors” section of (a) TKB’s (i) prospectus filed
with the SEC on October 28, 2021, (ii) Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 14,
2022, (iii) Forms 10-Q filed with the SEC on May 13, 2022, August 12, 2022 and November 12, 2022, (b) Wejo’s (i) Annual Report
on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 31, 2022 (as amended on April 11, 2022), (iii) Forms 10-Q
filed with the SEC on May 16, 2022, August 15, 2022 and November 21, 2022, and (c) other documents filed or to be filed by TKB and/or
Wejo with the SEC (including a registration statement on Form S-4 to be filed in connection with the Business Combination). There may
be additional risks that neither TKB nor Wejo presently know or that TKB and Wejo currently believe are immaterial that could also cause
actual results to differ from those contained in the forward-looking statements. Readers are urged to consider these factors carefully
in evaluating these forward-looking statements.
Forward-looking
statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements. TKB
and Wejo expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in their expectations with respect thereto or any change in events, conditions, or circumstances
on which any statement is based, except as required by law, whether as a result of new information, future events, or otherwise. Neither
TKB nor Wejo gives any assurance that either TKB, Wejo or the combined company will achieve its expectations.