TKB Critical Technologies 1 (“TKB” or the “Company”)(Nasdaq: USCTU,
USCT, USCTW), announced that in its extraordinary general meeting
held today, shareholders voted to approve an amendment to TKB’s
amended and restated memorandum and articles of association to
extend the date that the Company has to consummate a business
combination from January 29, 2023 to June 29, 2023 (the
“Extension”). TKB’s shareholders also approved a corresponding
amendment to the Company’s Investment Management Trust Agreement.
The Extension was approved by approximately 99% of the votes cast
at the meeting, representing approximately 82% of TKB’s outstanding
shares.
An aggregate of 17,533,296 shares were validly
redeemed in connection with the Extension. Following the Extension,
after satisfaction of such redemptions, the balance in TKB’s trust
account will be approximately $55 million, approximately 24% of the
total.
Angela Blatteis, Co-Chief Executive Officer and
Chief Financial Officer of the Company, commented on the results of
the meeting: “We are happy to report that 99% of our
shareholders voted to support the Extension, to allow us additional
time to complete our business combination with Wejo Group Limited
(“Wejo”). We are pleased to have retained approximately $55 million
in our trust account, particularly when there was only two weeks
from the announcement of our merger. With this vote of approval,
and continued support from our shareholders, we intend to move
forward to complete a successful business combination.”
About TKB Critical Technologies
1
TKB Critical Technologies 1 is a blank check
company whose business purpose is to effect a merger, share
exchange, asset acquisition, share purchase, reorganization or
similar business combination with one or more businesses. TKB is
dedicated to investing in critical technologies and the resources
needed to manufacture those technologies for America and our allied
nations. The firm is led by Angela Blatteis, Co-CEO, CFO &
Director, Greg Klein Co-CEO & Director, and Philippe Tartavull,
Executive Chairman. For more information, visit www.tkbtech.com
Forward-Looking Statements
This press release includes “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 press release are forward-looking statements.
Forward-looking statements with respect to TKB, Wejo and their
potential business combination and related transactions (the
“Potential Business Combination”), include statements regarding the
anticipated benefits of the Potential Business Combination, the
anticipated timing of the Potential 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 Potential Business Combination
(including future revenue, pro forma enterprise value and cash
balance), the satisfaction of closing conditions to the Potential
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 press release,
including but not limited to: (i) the risk that the Potential
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 Potential 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 Potential Business
Combination, including the approval of the Potential 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 Potential
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 Potential Business Combination or cause the parties to
abandon the Potential Business Combination), (iv) the lack of a
fairness opinion from Wejo in determining whether or not to pursue
the Potential 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 Potential
Business Combination, (vi) the effect of the announcement or
pendency of the Potential Business Combination on Wejo’s business
relationships, operating results, performance and business
generally, (vii) risks that the Potential Business Combination
disrupts current plans and operations of Wejo and the disruption of
management's attention due to the Potential Business Combination,
(viii) the outcome of any legal proceedings that may be instituted
against TKB or Wejo related to the Potential Business Combination,
(ix) the ability to maintain the listing of the securities of the
surviving entity resulting from the Potential Business Combination
on a national securities exchange, (x) changes in the combined
capital structure of TKB and Wejo following the Potential 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 Potential 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 Potential Business
Combination and the failure to realize anticipated benefits of the
Potential 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 Potential 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 Potential 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 Potential
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.
No Offer or Solicitation
This press release does 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 Potential 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 press release does not
constitute either advice or a recommendation regarding any
securities. This press release is restricted by law; it is not
intended for distribution to, or use by any person in, any
jurisdiction where such distribution or use would be contrary to
local law or regulation. 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.
NONE OF THE SEC NOR ANY OTHER SECURITIES
COMMISSION OR SIMILAR REGULATORY AGENCY OF ANY OTHER U.S. OR
NON-U.S. JURISDICTION HAS REVIEWED, EVALUATED, APPROVED,
DISAPPROVED, PASSED UPON OR ENDORSED THE MERITS OF, THE POTENTIAL
BUSINESS COMBINATION OR ADEQUACY OF THE INFORMATION CONTAINED
HEREIN, OR DETERMINED THAT THIS PRESS RELEASE IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
To the fullest extent permitted by law, in no
circumstances will TKB, Wejo or any of their respective
subsidiaries, shareholders, affiliates, representatives, partners,
directors, officers, employees, advisers or agents be responsible
or liable for any direct, indirect or consequential loss or loss of
profit arising from the use of this press release, its contents
(including the internal economic models), its omissions, reliance
on the information contained within it, or on opinions communicated
in relation thereto or otherwise arising in connection
therewith.
Important Information About the Proposed
Business Combination and Where to Find It
In connection with the Potential 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
Potential 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 Potential
Business Combination as they become available because they will
contain important information about the Potential 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
This press release may be deemed solicitation
material in respect of the Potential Business Combination. 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 Potential Business
Combination. A list of the names of such directors and executive
officers, and information regarding their interests in the
Potential 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 Potential Business Combination may be
obtained by reading the proxy statement/prospectus regarding the
Potential Business Combination when it becomes available. You may
obtain free copies of these documents as described above.
Investor/Media Relations:
IR@tkbtech.com
Company Contact:
Angela BlatteisCo-Chief Executive Officer and
Chief Financial Officerablatteis@tk.capital
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