Item 1. Business.
In this Annual Report, references to the “Company,”
“TKB,” and to “we,” “us,” and “our” refer to TKB Critical Technologies 1. References to
“proposed Business Combination” refer to the proposed business combination with Wejo.
Overview
We are a blank check
company incorporated on April 20, 2021, as a Cayman Islands exempted company for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses, which we refer to throughout
this Annual Report as our initial business combination. On January 10, 2023, the Company 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 a 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
(the “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”). The terms of the Business Combination Agreement and the business combination contemplated thereby
are discussed in more detail below. We have neither engaged in any operations nor generated any revenue to date.
Formation and Initial Public Offering
On October 29, 2021, we consummated our initial
public offering of 23,000,000 units (the “Units”), including 3,000,000 Units
that were issued pursuant to the underwriters’ exercise of their over-allotment option in full, at $10.00 per Unit, generating gross
proceeds of $230,000,000. Each Unit consists of one TKB Class A Share, par value $0.0001 per share (the “TKB
Class A Shares”) and one-half of one warrant to purchase TKB Class A Shares (the “Public
Warrants”). Simultaneously with the closing of our initial public offering, we consummated the sale of 10,750,000 private
placement warrants (the “Private Warrants”) at a price of $1.00 per Private
Warrant in a private placement to our sponsor, TKB Sponsor I, LLC, generating proceeds of $10,750,000.
A total of $234,600,000 of the proceeds from the
initial public offering and the sale of the Private Warrants were placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A.
maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust
Account”).
Our units, TKB Class A Shares and warrants are each
traded on the Nasdaq Global Market under the symbols “USCTU,” “USCT” and “USCTW,” respectively. Our
units commenced public trading on October 27, 2021, and our TKB Class A Shares and warrants commenced separate public trading on December
17, 2021.
Extension
On January 27, 2023, the Company received shareholder
approval to amend its amended and restated memorandum and articles of association (the “Articles”)
to extend the date by which it must complete an initial business combination from January 29, 2023 to June 29, 2023 (the “Extension”).
Shareholders also approved an amendment to 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 (the “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. In connection with the vote to approve the Extension, the holders
of 17,533,296 TKB Class A 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 is approximately $56.7 million.
Wejo Assignment and Assumption Agreement
On January 5, 2023, the Sponsor entered into an assignment
and assumption agreement with Wejo, which was subsequently amended and restated on March 2, 2023 (the “Wejo Assignment”),
pursuant to which Wejo agreed to pay the Sponsor an aggregate of $295,000 to fund TKB’s working capital requirements and the Sponsor
agreed to assign to Wejo, effective as of the Closing Date or the earlier termination of the Business Combination Agreement in accordance
with its terms or otherwise, an aggregate of 83,250 Founder Shares and 250,000 Private Warrants. Wejo paid $250,000 to the Sponsor on
January 11, 2023 and $45,000 to the Sponsor on March 2, 2023, for an aggregate payment of $295,000.
The Sponsor subsequently advanced these funds to TKB
for working capital purposes. The advance is non-interest bearing, unsecured, and payable in cash upon the consummation of TKB’s
initial business combination.
Working Capital Advance
On January 26, 2023, in connection with the proposed
Business Combination, Sponsor and Wejo entered into a promissory note (“Phelan Note”)
with Daniel Phelan (the “Lender”), which provides for working capital for
TKB in an aggregate principal amount of up to $750,000. The Phelan Note was amended and restated on March 9, 2023. As of January 30,
2023, Sponsor had drawn $250,000 under the Phelan Note. The Phelan Note is non-interest bearing and non-convertible. All unpaid principal
accrued under the Phelan Note will be repaid at the closing of the Business Combination or the earlier termination of the Business Combination
Agreement in certain circumstances specified in the Phelan Note. In consideration for the Phelan Note, Sponsor agreed to pay to the Lender
at the closing of the Business Combination a commitment fee equal to 50% of the then-outstanding principal balance of the Phelan Note
up to a maximum of $375,000. If the Business Combination does not close, the commitment fee will not be paid.
Proposed Business Combination
Business Combination Agreement
On January 10, 2023, the
Company entered into a business combination agreement with Wejo and Merger Sub 1 and upon execution of a joinder to the business combination
agreement, each of Holdco and Merger Sub 2. On January 16, 2023, Wejo transferred all of its equity interests in Merger Sub 1 to Holdco.
Pursuant to the Business Combination Agreement and subject to the satisfaction or waiver of the terms and conditions specified therein,
(i) Merger Sub 1 will merge with and into TKB, with TKB continuing as the surviving company (“TKB Merger”), and (ii)
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, following receipt of required approval by shareholders of TKB and Wejo and the fulfillment or waiver of
the other conditions set forth in the Business Combination Agreement.
Wejo is a publicly traded
holding company incorporated under the laws of Bermuda. Wejo provides software and technology solutions to various market verticals in
combination with services that utilize ingested and standardized connected vehicle and other high volume, high value datasets, through
its proprietary cloud software and analytics platform, Wejo Neural Edge (which includes the Wejo ADEPT platform). Wejo’s sector
solutions, primarily delivered at this time in North America and Europe, provide valuable insights to its customers in public and private
organizations, including, but not limited to, automotive original equipment manufacturers, first tier automotive suppliers, fleet management
companies, departments of transportation, retailers, mapping companies, universities, insurance companies, advertising firms, construction
firms and research departments. In particular, these solutions can be used to unlock unique insights about mobility journeys, city planning,
electric vehicle usage, driver safety, audience and media measurements and more.
At the effective time
of the Wejo Merger, by virtue of the Wejo Merger and without any action on the part of the holders of any shares of the capital stock
of Wejo, each Wejo common share issued and outstanding immediately prior to the effective time (other than (i) any common shares of Wejo
held in the treasury of Wejo or owned by the Company and (ii) any common shares of Wejo held by shareholders of Wejo that have validly
exercised dissenters rights) will be converted into the right to receive one common share of Holdco, par value $0.001 per share (“Holdco
Common Share”). Each warrant of Wejo issued and outstanding immediately prior to the effective time of the Wejo Merger will
be assumed by Holdco and automatically represent a warrant to acquire a Holdco Common Share. Each stock option of Wejo that is outstanding
immediately prior to the effective time of the Wejo Merger, whether vested or unvested, shall automatically and without any action on
the part of the holder or beneficiary thereof be assumed by Holdco and converted into an option to purchase a number of Holdco Common
Shares equal to the total number of Wejo Common Shares subject to the stock option immediately prior to the effective time of the Wejo
Merger, and shall otherwise be subject to the same terms and conditions (including vesting schedule) as applicable to the corresponding
stock option of Wejo.
At the effective
time of the TKB Merger, by virtue of the TKB Merger and without any action on the part of the holders of any shares of the capital stock
of TKB, (i) immediately prior to the effective time of the TKB Merger, each Unit then-outstanding and not previously separated will be
automatically separated into its component parts and the holder of each Unit will be deemed to hold one TKB Class A Share and
one-half of one Public Warrant, (ii) to the extent not already converted into TKB Class A Shares,
immediately prior to the effective time of the TKB Merger each Class B ordinary share will automatically be converted on a one-for-one
basis into TKB Class A Shares, (iii) at the effective time of the TKB Merger, each TKB
Class A Share issued and outstanding immediately prior to the effective time of the TKB Merger (including
the TKB Class A Shares issued upon the separation of Units and the conversion of TKB
Class B Shares, but not including (i) any TKB Class A Shares held
by shareholders of TKB that have validly exercised redemption rights under the Articles, (ii) any TKB Class A Shares held
in the treasury of TKB or owned by Wejo, and (iii) any TKB Class A Shares held by shareholders
of TKB that have validly exercised dissenters rights) will be converted into the right to receive Holdco Common Shares based on a floating
exchange ratio, and (iv) at the effective time of the TKB Merger, each warrant issued and outstanding immediately prior to the effective
time of the TKB Merger will be assumed by Holdco and the exercise price and number of underlying Holdco Common Shares will be adjusted
according to the exchange ratio, based on the collar maximum price of $3.00 and minimum price of $0.50 of Wejo, respectively. The exchange
ratio will be determined by dividing $11.25 by Wejo’s volume weighted price per share for the 15 consecutive trading days immediately
preceding the second trading day prior to the TKB shareholders’ meeting to be held in connection with the Business Combination,
subject to a minimum exchange ratio of 3.75 and a maximum exchange ratio of 22.50.
The Closing
is subject to customary closing conditions, including, among others, (i) approval of the transaction by TKB’s shareholders and Wejo’s
shareholders, (ii) approval of the extension of the term of TKB’s existence beyond its existing expiration date of January 29, 2023
(which was approved by TKB shareholders on January 27, 2023), (iii) subject to certain materiality exceptions, the accuracy of the representations
and warranties made by Holdco, Wejo, the Merger Subs, and TKB, respectively, and compliance by Holdco, Wejo, the Merger Subs and TKB with
their respective obligations under the Business Combination Agreement, (iv) declaration of the effectiveness by the Securities and Exchange
Commission (the “SEC”) of the registration statement on Form S-4 to be filed
by Holdco, (v) the absence of any governmental order, statute, rule or regulation or governmental action enjoining or prohibiting the
consummation of the Business Combination, (vi) approval of Holdco Common Shares and warrants issued as consideration in the Business Combination
for listing on Nasdaq Stock Market subject to official notice of issuance, (vii) the absence of material adverse effect that is continuing
with respect to TKB and Wejo, (viii) the termination of the equity facility dated February 14, 2022 between CF Principal Investments LLC,
a Delaware limited liability company, and Wejo and (ix) there being at Closing, in the reasonable and good faith assessment of Wejo or
TKB, as applicable, available cash on hand at Wejo or available cash to be borrowed pursuant to binding contractual commitments from third
parties, in such amounts that, together with (A) the net proceeds of amounts in the Trust Account (net of redemptions and transaction
expenses), (B) any irrevocable and binding financing commitments entered into pursuant to the Business Combination Agreement and (C) any
non-binding financing commitments or other sources of income that in the reasonable determination of Wejo or TKB, as applicable, are reasonably
expected to be available following the Closing, will be sufficient to fund ordinary course working capital and other general corporate
purposes of Wejo in accordance with its mid-term business plan.
Further information
regarding the proposed Business Combination can be found in TKB’s Current Report on Form 8-K filed with the SEC on January 10, 2023
(as amended on January 11, 2023 and January 12, 2023).
Wejo Voting Agreement
On January 10, 2023, in connection
with the execution of the Business Combination Agreement, certain shareholders of Wejo entered into a Voting Agreement with TKB (the “Wejo
Voting Agreement”). Pursuant to the Wejo Voting Agreement, such Wejo shareholders have agreed to vote in favor of (i) a proposal
to approve the Wejo Merger and the other transactions contemplated by the Business Combination Agreement and (ii) all of the matters,
actions and proposals that would reasonably be expected to facilitate the consummation of the Wejo Merger and the other transactions contemplated
by the Business Combination Agreement. As of January 10, 2023, Wejo shareholders subject to the Wejo Voting Agreement beneficially own
approximately 14.69% of the issued and outstanding common shares of Wejo.
Sponsor Voting Agreement
On January 10, 2023, in connection
with the execution of the Business Combination Agreement, Sponsor entered into and, upon execution of a counterpart signature page certain
other shareholders of TKB (collectively, the “Relevant TKB Shareholders”) will enter into, a Voting Agreement with
Wejo (the “Sponsor Voting Agreement”).
Pursuant to the Sponsor
Voting Agreement, such Relevant TKB Shareholders have agreed, to vote or cause to be voted any shares beneficially owned by such shareholders
(or that may otherwise become beneficially owned by them prior to the shareholder vote) in favor of (i) a proposal to approve the TKB
Merger and the other transactions contemplated by the Business Combination Agreement and (ii) all of the matters, actions and proposals
that would reasonably be expected to facilitate the consummation of the TKB Merger and the other transactions contemplated by the Business
Combination Agreement, at every shareholders’ meeting of TKB during the term of the Sponsor Voting Agreement. Further, each Relevant
TKB Shareholder has agreed not to redeem any of its shares in connection with the TKB Merger or the Extension. In addition, each Relevant
TKB Shareholder has agreed that, with limited exceptions provided therein, during the period from the date of the Sponsor Voting Agreement
until termination thereof, he, she or it will not transfer, directly or indirectly, any such shares.
Registration Rights Agreement
At the Closing, Holdco, Wejo,
TKB, the Sponsor and certain other security holders of TKB, will enter into a registration rights agreement (the “Registration
Rights Agreement”), pursuant to which, upon completion of the Business Combination, the Holdco Common Shares, Holdco warrants
and certain other registrable securities described therein held by the Sponsor and the other security holders of TKB party thereto will
bear customary registration rights.
The
foregoing description of the Business Combination Agreement, Wejo Voting Agreement, Sponsor Voting Agreement and Registration Rights Agreement
does not purport to be complete and is qualified in its entirety by the terms and conditions of the Business Combination Agreement, form
of Wejo Voting Agreement, form of Sponsor Voting Agreement and form of Registration Rights Agreement, filed as exhibits to this Annual
Report on Form 10-K.
Amendment to the Business
Combination Agreement
On March 27, 2023, TKB and Wejo entered into Amendment
No. 1 to the Business Combination Agreement (the “Amendment”). The Amendment amends the Business Combination Agreement
as follows: (i) to permit TKB to create, assume or incur any indebtedness, guarantee indebtedness of another, or repay, redeem or repurchase
such indebtedness, provided that TKB has first requested in writing that Wejo provide an alternative form of financing to TKB in an amount
reasonably requested by TKB and Wejo subsequently fails to provide a binding and irrevocable commitment for such financing through third
party sources of financing or otherwise on or before the earlier of three (3) Business Days or five (5) days from the date of such request,
(ii) to require Wejo to pay the TKB Expense Reimbursement (x) if the Business Combination Agreement is terminated upon the mutual written
consent of Wejo and TKB, (y) if the Business Combination Agreement is terminated by TKB in order to enter into a definitive agreement
providing for a TKB Superior Proposal, and (z) if Holdco fails to file or confidentially submit the Registration Statement with the SEC
on or before April 17, 2023, in addition to certain previously agreed terminations of the Business Combination Agreement by Wejo, (iii)
to include repayment of the principal amount on loans entered into by TKB or Sponsor in compliance with the Business Combination Agreement
as an amount subject to the TKB Expense Reimbursement, (iv) to increase the amount of the TKB Expense Reimbursement from $250,000 to $1,000,000,
plus an additional $500,000 on account of interest or repayment premiums on principal amounts of loans entered into by TKB or Sponsor
in compliance with the Business Combination Agreement, (v) to require Wejo to pay the TKB Expense Reimbursement within three (3) Business
Days following the termination of the Business Combination Agreement, (vi) to clarify that in no event shall Wejo be obligated to pay
the TKB Expense Reimbursement on more than one occasion, and (vii) to modify the definition of TKB Transaction Expenses to include payment
of loans entered into by TKB or Sponsor as set forth on a schedule to the Amendment or as approved by Wejo.
Value Proposition and Differentiation
We believe our management team, board of directors,
and advisory board bring a unique set of financial, operation, public market, and industry experience that will be highly beneficial to
potential targets and public market investors to unlock significant value and drive long-term growth:
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Proven track record with global transaction experience: Our management team has been involved in technology transactions on a global scale, having completed more than 50 transactions across North America, the United Kingdom, Europe, Russia, Israel, India, Australia, and Asia. Our management team has bought and sold public and private companies across all stages of the business lifecycle. |
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Extensive operating experience: Our management team and board of directors have nearly 100 years of combined operating experience and success in scaling public and private companies through organic and inorganic strategies. Philippe Tartavull has over 35 years of experience building, growing, and leading public and private global technology companies including business transformation, scaling, and strategic initiatives. Furthermore, Ryan O’Hara is a three-time CEO with extensive leadership and general management experiences across a range of large companies. |
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Public market experience: Our management team and board of directors have decades of experience playing key roles in successful IPOs and serving as senior executives of public companies. Philippe Tartavull has over 35 years of experience and served as the Chief Executive Officer of public companies, including Xura/Comverse (NASDAQ: MESG) and Hypercom (NYSE: HYC). William Zerella has public market experience serving as a Chief Financial Officer and has been involved in three IPOs. His public market experience includes ACV Auctions (NASDAQ: ACVA), Luminar Technologies (NASDAQ: LAZR), FitBit (NYSE: FIT), and Vocera Communications (NASDAQ: VCRA). |
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Industry knowledge: Our management team, board of directors, and advisory board have developed deep domain expertise across various industrial technology sectors. One board member is an inventor with over 50 patents and one advisory board member leads one of the most respected private sector consulting firms specializing in the defense of the United States supply chain. |
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Global network: We have developed a broad network of contacts and corporate relationships in critical technology sectors including industrials, software, technology, telecommunications, and business services. Our network includes hundreds of contacts that we believe will be helpful in identifying and sourcing our eventual target. |
Initial Business Combination
We have evaluated over 350 potential target businesses,
including Wejo. When evaluating each prospective target business, we conducted a thorough due diligence review that encompassed, among
other things, meetings with incumbent management and employees, document reviews and a review of financial and other information that
was made available to us.
Nasdaq rules require that we must complete one
or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account
(excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of our signing
a definitive agreement in connection with our initial business combination. We refer to this as the 80% of fair market value test. The
fair market value of the target was determined by our board of directors based upon one or more standards generally accepted by the financial
community (such as actual and potential sales, earnings, cash flow and/or book value). Our board of directors determined that the proposed
Business Combination with Wejo satisfied this requirement and, in connection with such determination, relied on the opinion of an independent
financial advisory firm. If we do not complete the proposed Business Combination with Wejo and we seek an alternate business combination,
our board of directors will make the determination as to the fair market value of such alternate initial business combination. If our
board of directors is not able to independently determine the fair market value of such alternate initial business combination, we will
obtain an opinion from an independent investment banking firm, which is a member of FINRA or a valuation or appraisal firm with respect
to the satisfaction of such criteria.
Our Business Combination Process
We are not prohibited from pursuing an initial business
combination with a company that is affiliated with our sponsor, officers or directors. Wejo is not affiliated with our sponsor, officers,
or directors. In the event we do not complete the proposed Business Combination, and instead seek to complete an initial business combination
with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an
opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that our initial
business combination is fair to our company from a financial point of view.
Certain of our officers and directors presently have
fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a
business combination opportunity to such other entity. Accordingly, if any of our officers or directors becomes aware of a business combination
opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations to present the opportunity
to such entity, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We believe,
however, that the fiduciary duties or contractual obligations of our officers or directors will not materially affect our ability to complete
our initial business combination. Our Articles provides that, to the fullest extent permitted by applicable law: (i) no individual serving
as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly
or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in,
or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any
director or officer, on the one hand, and us, on the other. Our sponsor, directors and officers are, or may become, affiliated with entities
that are engaged in a business similar to our company. Our sponsor, directors and officers are not prohibited from sponsoring, investing
in or otherwise becoming involved with, any other blank check companies (including special purpose acquisition companies similar to our
company), including in connection with their initial business combinations, prior to us completing our initial business combination. However,
we do not believe that any such potential conflicts of interest would materially affect our ability to complete our proposed Business
Combination with Wejo or with any other potential target business. See the Registration Statement for a discussion of potential conflicts
of interest in connection with the proposed Business Combination with Wejo.
We have expended considerable time, and incurred considerable
costs, to select and evaluate Wejo and to structure and pursue completion of the proposed Business Combination. The time required to select
and evaluate any other target business and to structure and complete any other initial business combination, and the costs associated
with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification
and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately completed
will result in our incurring losses and will reduce the funds we can use to complete another business combination. The Company will not
pay any consulting fees to members of our management team, or any of their respective affiliates, for services rendered to or in connection
with our initial business combination.
Redemption Rights for Public Shareholders upon
Completion of Our Initial Business Combination
We will provide our public shareholders with the
opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation
of the initial business combination, including interest earned on the funds held in the Trust Account and not previously released to us
to pay our taxes, divided by the number of then-outstanding Public Shares, subject to the limitations and on the conditions described
herein. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting
commissions we will pay to the underwriters.
Our sponsor, officers and directors have entered into
a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their TKB Class B Shares
(including the TKB Class A Shares issuable upon the conversion of the TKB Class B Shares, the “Founder Shares”), and
any public shares they may hold in connection with the completion of our initial business combination. Such persons did not receive separate
consideration for their waiver of redemption rights.
Limitation on Redemption Upon Completion of Our
Initial Business Combination If We Seek Shareholder Approval
We will seek shareholder approval of the Wejo
business combination as discussed in more detail in the Registration Statement. If we do not complete the business combination with Wejo
and seek an alternate business combination and if we seek shareholder approval of our initial business combination and we do not conduct
redemptions in connection with our initial business combination pursuant to the tender offer rules, our Articles provide that a public
shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as
a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect
to excess shares , which means more than an aggregate of 15% of the shares sold in our initial public offering without our prior consent
(“Excess Shares”). We believe this restriction will discourage shareholders
from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights
against a proposed business combination as a means to force us or our management to purchase their shares at a significant premium to
the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate
of 15% of the shares sold in our initial public offering could threaten to exercise its redemption rights if such holder’s shares
are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By
limiting our shareholders’ ability to redeem no more than 15% of the shares sold in the Initial Public Offering, we believe we will
limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination,
particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth
or a certain amount of cash. However, we would not be restricting our shareholders’ ability to vote all of their shares (including
Excess Shares) for or against our initial business combination.
Redemption of Public Shares and Liquidation if
No Business Combination
The prospectus for TKB’s initial public offering
and the Articles initially provided that TKB had until January 29, 2023, to complete a business combination. On January 6, 2023, TKB filed
a definitive proxy statement seeking approval from its shareholders at an extraordinary general meeting, to be held on January 23, 2023,
to extend the date by which TKB is required to complete its initial business combination to June 29, 2023. TKB shareholders approved the
Extension on January 27, 2023. In connection with the Extension, an aggregate of 17,533,296 Public Shares were redeemed for an aggregate
redemption payment of approximately $181.9 million, leaving approximately $56.7 million in TKB’s Trust Account.
If we are unable to complete our initial business
combination by June 29, 2023, or during any extended period of time that we may have to consummate an initial business combination as
a result of an amendment to the Articles (the “Combination Period”), we will:
(i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business
days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less
up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will
completely extinguish TKB Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions,
if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders
and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) above, to our obligations under Cayman
Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating
distributions with respect to our warrants, which will expire, worthless, if we fail to complete our initial business combination within
the required time period.
Our Sponsor, and our officers and directors have entered
into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with
respect to any Founder Shares they hold if we fail to complete our initial business combination during the Combination Period. However,
if our Sponsor, officers or directors acquire public shares, they will be entitled to liquidating distributions from the Trust Account
with respect to such public shares if we fail to complete our initial business combination within the Combination Period.
Our Sponsor, officers and directors have also
agreed, pursuant to a letter agreement with us, that they will not propose any amendment to the Articles to modify the substance or timing
of our obligation to allow redemption in connection with our initial business combination or to redeem one-hundred percent (100%) of our
public shares if we do not complete our initial business combination within the Combination Period or with respect to any other material
provisions relating to shareholders’ rights or pre-initial business combination activity, unless we provide our public shareholders
with the opportunity to redeem their public shares upon approval of any such amendment, at a per-share price, payable in cash, equal to
the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously
released to us to pay our taxes, divided by the number of then-outstanding public shares. However, we may not redeem our public shares
in an amount that would cause our net tangible assets to be less than $5,000,001. If this optional redemption right is exercised with
respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with
the amendment or the related redemption of our public shares at such time.
We expect that all costs and expenses associated with
implementing our plan of dissolution, as well as payments to any creditors, will be funded from the proceeds of our initial public offering
and private placement held outside the Trust Account, although we cannot assure you that there will be sufficient funds for such purpose.
However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the
extent that there is any interest accrued in the Trust Account not required to pay taxes, we may request the trustee to release to us
an additional amount of up to $100,000 of such accrued interest to pay those dissolution costs and expenses.
The proceeds deposited in the Trust Account could
become subject to the claims of our creditors, which would have higher priority than the claims of our public shareholders. We cannot
assure you that the actual per-share redemption amount received by shareholders will not be substantially less than the estimated $10.38
per share calculated as of January 27, 2023, or less than the initial $10.20 per share deposited in the Trust Account at the time of our
initial public offering. See “Risk Factors—If third parties bring claims against us the proceeds held in the Trust Account
could be reduced and the per share redemption amount received by shareholders may be less than $10.20 per share” and other risk
factors contained herein. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay
or provide for all creditors’ claims.
Although we will seek to have all vendors, service
providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which
we do business, execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust
Account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute
such agreements that they would be prevented from bringing claims against the Trust Account including, but not limited to, fraudulent
inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver,
in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the Trust Account.
If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will consider
whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management
believes that such third party’s engagement would be in the best interests of TKB under the circumstances. Examples of possible
instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose
particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree
to execute a waiver, or in cases where management is unable to find a service provider willing to execute a waiver. The underwriters of
our initial public offering and our independent registered public accounting firm have not executed agreements with us waiving such claims
to the monies held in the Trust Account. In addition, there is no guarantee that such entities will agree to waive any claims they may
have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against
the Trust Account for any reason. In order to protect the amounts held in the Trust Account, our Sponsor has agreed that it will be liable
to us if and to the extent that any claims by a third party for services rendered or products sold to us, or a prospective target business
with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement,
reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per public share and (ii) the actual amount per public
share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per public share due to reductions
in the value of the trust assets, less taxes payable; provided that such liability will not apply to any claims by a third party or prospective
target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable),
nor will it apply to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including
liabilities under the Securities Act. However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have
we independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that the Sponsor’s
only assets are securities of TKB. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations. As a result,
if any such claims were successfully made against the Trust Account, the funds available for our initial business combination and redemptions
could be reduced to less than $10.20 per public share. In such event, we may not be able to complete our initial business combination,
and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors
will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
In the event that the proceeds in the Trust
Account are reduced below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust
Account as of the date of the liquidation of the Trust Account if less than $10.20 per Public Share due to reductions in the value
of the trust assets, in each case less taxes payable, and our TKB Sponsor asserts that it is unable to satisfy its indemnification
obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine
whether to take legal action against our TKB Sponsor to enforce its indemnification obligations. While we currently expect that our
independent directors would take legal action on our behalf against our TKB Sponsor to enforce its indemnification obligations to
us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular
instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will
not be less than $10.20 per Public Share. See “Risk Factors — If third parties bring claims against us, the proceeds
held in the Trust Account could be reduced and the per share redemption amount received by shareholders may be less than $10.20 per
share” and other risk factors contained herein.
We will seek to reduce the possibility that the TKB
Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective
target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of
any kind in or to monies held in the Trust Account. The TKB Sponsor will also not be liable as to any claims under our indemnity of the
underwriters of this offering against certain liabilities, including liabilities under the Securities Act. In the event that we liquidate
and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our
Trust Account could be liable for claims made by creditors.
If we file a bankruptcy petition or an involuntary
bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy
law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders.
To the extent any bankruptcy claims deplete the Trust Account, we cannot assure you we will be able to return $10.20 per Public Share
to our TKB Public Shareholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against
us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy
laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek
to recover some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its
fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and TKB to claims of punitive damages,
by paying TKB Public Shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims
will not be brought against us for these reasons.
Our TKB Public Shareholders will be entitled to
receive funds from the Trust Account only (i) in the event of the redemption of our Public Shares if we do not complete our initial business
combination within the Combination Period, (ii) in connection with a shareholder vote to amend our Cayman Constitutional Documents to
modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem
one-hundred percent (100%) of our Public Shares if we do not complete our initial business combination within the Combination Period or
with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity or (iii)
if they redeem their respective shares for cash upon the completion of our initial business combination. In no other circumstances will
a shareholder have any right or interest of any kind to or in the Trust Account. Further, a shareholder’s voting in connection with
an extension of the Combination Period or the Business Combination alone will not result in a shareholder’s redeeming its shares
to us for an applicable pro rata share of the Trust Account. Such shareholder must have also exercised its redemption rights described
above. These provisions of our Articles, like all provisions of our Articles, may be amended with a shareholder vote.
Competition
If we are unable to complete our business combination
with Wejo, we expect to encounter competition in identifying, evaluating and selecting a target business for our alternate business combination,
from other entities having a business objective similar to ours, including other special purpose acquisition companies, private equity
groups and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. Many of these entities are
well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover,
many of these competitors possess greater financial, technical, human and other resources than us. Our ability to acquire larger target
businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition
of a target business. Furthermore, our obligation to pay cash in connection with our public shareholders who exercise their redemption
rights may reduce the resources available to us for our initial business combination and our outstanding warrants, and the future dilution
they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may have placed us at a
competitive disadvantage in negotiating the proposed Business Combination with Wejo, or may place us at a competitive disadvantage in
successfully negotiating an alternate business combination.
Employees
We currently have three executive officers: Mr. Philippe
Tartavull (Executive Chairman), Mr. Greg Klein (Co-Chief Executive Officer) and Ms. Angela Blatteis (Co-Chief Executive Officer and Chief
Financial Officer). These individuals are not obligated to devote any specific number of hours to our matters, but they have devoted and
will continue to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination.
The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial
business combination and the stage of the business combination process we are in. We do not intend to have any full-time employees prior
to the completion of our initial business combination.
Corporate Information
We are an “emerging growth company,” as
defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups
Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that
are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being
required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act,
reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the
requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments
not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market
for our securities and the prices of our securities may be more volatile.
In addition, Section 107 of the JOBS Act also provides
that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the
Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay
the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage
of the benefits of this extended transition period.
We will remain an emerging growth company until the
earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering,
(b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer,
which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the end of that year’s
second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt during the prior
three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.
Additionally, we are a “smaller reporting company”
as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations,
including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until
the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equaled or exceeded $250 million
as of the end of that fiscal year’s second fiscal quarter, or (2) our annual revenues equaled or exceeded $100 million during such
completed fiscal year and the market value of our ordinary shares held by non-affiliates equaled or exceeded $700 million as of the end
of that fiscal year’s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also
make comparison of our financial statements with other public companies difficult or impossible.
Our executive offices are located at 400 Continental
Blvd, Suite 600, El Segundo, CA 90245 and our phone number is 310-426-2153. Our corporate website address is www.tkbtech.com. Our
website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in,
and is not considered part of, this Annual Report. You should not rely on any such information in making your decision whether to invest
in our securities.
Item 1A. Risk Factors.
An investment in our securities involves a high
degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this
Annual Report, before making a decision to invest in our securities. If any of the following events occur, our business, financial condition
and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you
could lose all or part of your investment. The risks set forth below do not include specific risks relating to our proposed business combination
with Wejo, or the risks inherent in Wejo’s business. The risks presented below assumes that we will not consummate the proposed
business combination with Wejo, and that we will seek to find an alternative target with which to consummate an initial business combination.
Risks Relating to our Search for, and Consummation
of or Inability to Consummate, a Business Combination
TKB’s management identified a material weakness
in TKB’s internal control over financial reporting. If TKB is unable to develop and maintain an effective system of internal control
over financial reporting, TKB may not be able to accurately report its results of operations and financial condition accurately and in
a timely manner, which may adversely affect investor confidence and materially and adversely affect TKB’s business and operating
results.
On February 11, 2022, the audit committee of the TKB
Board, after consultation with TKB management, concluded that TKB’s audited balance sheet as of October 29, 2021 (the “Audited
Balance Sheet”), included as Exhibit 99.1 to TKB’s Current Report on Form 8-K filed with the Securities and Exchange Commission
on November 4, 2021, contained an error relating to the value of the TKB Class A Shares subject to redemption, which should have been
recorded as $234,600,000 ($10.20 per share) instead of $230,000,000 ($10.00 per share). In light of this error, it was determined that
the Audited Balance Sheet should be no longer be relied upon, and TKB filed a restated audited balance sheet. As part of such restatement
process, TKB identified a material weakness in its internal controls over financial reporting related to the accounting for complex financial
instruments (including redeemable equity instruments as described above). In light of the material weakness identified and the resulting
restatement, TKB’s co-principal executive officers and principal financial and accounting officer performed additional post-closing
review procedures in connection with TKB’s annual report for the year ended December 31, 2021, including reviewing historical filings
and consulting with subject matter experts related to the accounting for complex financial instruments. TKB’s management has also
retained an additional consultant to provide additional review and subject matter expertise. TKB’s management has expended, and
will continue to expend, a substantial amount of effort and resources for the remediation and improvement of its internal control over
financial reporting. While TKB has processes to properly identify and evaluate the appropriate accounting technical pronouncements and
other literature for all significant or unusual transactions, TKB has improved, and will continue to improve, these processes to ensure
that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards. The elements
of TKB’s remediation plan can only be accomplished over time, and TKB can offer no assurance that these initiatives will ultimately
have the intended effects. As a result of this material weakness, TKB management concluded that its internal control over financial reporting
was not effective as of December 31, 2021, March 31, 2022, June 30, 2022, September 30, 2022 and December 31, 2022.
A material weakness is a deficiency, or a combination
of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement
of its annual or interim financial statements will not be prevented, or detected and corrected on a timely basis. Effective internal controls
are necessary for TKB to provide reliable financial reports and prevent fraud. TKB continues to evaluate steps to remediate the material
weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately
have the intended effects.
Further, TKB can give no assurance that any additional
material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate
internal control over financial reporting or circumvention of these controls. In addition, even if TKB is successful in strengthening
its controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or
errors or to facilitate the fair presentation of TKB’s financial statements.
A material weakness could limit TKB’s ability
to prevent or detect a misstatement of its accounts or disclosures that could result in a material misstatement of its annual or interim
financial statements. If TKB’s financial statements are not accurate, investors may not have a complete understanding of TKB’s
operations. Likewise, if TKB’s financial statements are not filed on a timely basis, TKB could be subject to sanctions or investigations
by Nasdaq, the SEC or other regulatory authorities. In either case, there could result a material adverse effect on TKB’s business.
Failure to timely file will cause TKB to be ineligible to utilize short form registration statements on Form S-3 (once available), which
may impair TKB’s ability to obtain capital in a timely fashion to execute its business strategies. Ineffective internal controls
could also cause investors to lose confidence in TKB’s reported financial information, which could have a negative effect on the
trading price of the Holdco Common Shares. TKB cannot assure you that the measures taken to date, or any measures that TKB may take in
the future, will be sufficient to avoid potential future material weaknesses.
TKB may face litigation and other risks as a result
of the material weaknesses in TKB’s internal control over financial reporting.
As a result of the material weaknesses identified
by TKB management, the restatement of the Audited Balance Sheet, and other matters raised or that may in the future be raised by the SEC,
TKB faces potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities
laws, contractual claims or other claims arising from the restatement and material weaknesses in internal control over financial reporting
and the preparation of TKB’s financial statements. As of the date of this Annual Report on Form 10-K, TKB has no knowledge of any
such litigation or dispute. However, TKB can provide no assurance that such litigation or dispute will not arise in the future. Any such
litigation or dispute, whether successful or not, could have a material adverse effect on TKB’s business, results of operations
and financial condition or its ability to complete an initial business combination.
Our public shareholders may not be afforded an
opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate
in such vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support
such a combination.
While we intend to seek shareholder approval of the
proposed Business Combination with Wejo, we may choose not to hold a shareholder vote to approve our initial business combination if the
business combination would not require shareholder approval under applicable law or stock exchange requirement. Except as required by
applicable law or stock exchange requirement, the decision as to whether we will seek shareholder approval of a proposed business combination
or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based
on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to
seek shareholder approval. Even if we seek shareholder approval, as we intend to do in connection with the proposed Business Combination
with Wejo, the holders of our founder shares will participate in the vote on such approval. Accordingly, we may complete our initial business
combination even if a majority of our public shareholders do not approve of the business combination we complete.
We may engage the underwriters of our initial public
offering or one of their respective affiliates to provide additional services to us, which may include acting as financial advisor in
connection with an initial business combination or as placement agent in connection with a related financing transaction. The underwriters
are entitled to receive deferred commissions that will be released from the trust only on a completion of an initial business combination.
These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us, including,
for example, in connection with the sourcing and consummation of an initial business combination.
In connection with the proposed Business Combination
with Wejo, we engaged Jefferies, the underwriter of our initial public offering, to act as our exclusive financial advisor and exclusive
capital markets advisor and sole and exclusive placement agent in connection with one or more financings. In connection with such engagement,
we agreed to pay Jefferies customary fees and expense reimbursements for such services contingent on the closing of a financing. If we
do not complete the proposed Business Combination with Wejo and seek an alternate business combination, we may engage the underwriters
of our initial public offering or one of their respective affiliates to provide additional services to us, including, for example, identifying
potential targets, providing financial advisory services, acting as a placement agent in a private offering or arranging debt financing.
We may pay the underwriters, or their respective affiliates, fair and reasonable fees or other compensation that would be determined at
that time in an arm’s length negotiation. The underwriters are also entitled to receive deferred commissions that are conditioned
on the completion of an initial business combination. The underwriters’ or their respective affiliates’ financial interests
tied to the consummation of a business combination transaction may give rise to potential conflicts of interest in providing any such
additional services to us, including potential conflicts of interest in connection with the sourcing and consummation of an initial business
combination.
If we seek shareholder approval of our initial
business combination, as we expect to do in connection with the proposed Business Combination with Wejo, our initial shareholders and
management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. Because
our initial shareholders own approximately 51% of our issued and outstanding ordinary shares, our initial shareholders will be able to
approve the business combination even if no public shares are voted in favor of the business combination.
Our initial shareholders own approximately 51% of
our issued and outstanding ordinary shares. Pursuant to letter agreements with us, our sponsor, officers and directors have agreed to
vote their founder shares, as well as any public shares purchased (including in open market and privately negotiated transactions), in
favor of our initial business combination.
Our initial shareholders and management team also
may from time to time purchase TKB Class A Shares prior to our initial business combination. Our memorandum and articles of association
provides that, if we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an
ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote
at a general meeting of the company. Accordingly, if we seek shareholder approval of our initial business combination, because our initial
shareholders own a majority of our issued and outstanding ordinary shares and have agreed to vote in favor of our initial business combination,
the our initial shareholders will be able to approve the business combination even if no public shares are voted in favor of the business
combination.
The ability of our public shareholders to redeem
their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult
for us to enter into a business combination with a target.
We may seek to enter into a business combination transaction
agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.
For instance, the Business Combination Agreement with Wejo includes a closing condition that there should be at
Closing, in the reasonable and good faith assessment of Wejo or TKB, as applicable, available cash on hand at Wejo or available cash to
be borrowed pursuant to binding contractual commitments from third parties, in such amounts that, together with (A) the net proceeds of
amounts in the Trust Account (net of redemptions and transaction expenses), (B) any irrevocable and binding financing commitments entered
into pursuant to the Business Combination Agreement and (C) any non-binding financing commitments or other sources of income that in the
reasonable determination of Wejo or TKB, as applicable, are reasonably expected to be available following the Closing, will be sufficient
to fund ordinary course working capital and other general corporate purposes of Wejo in accordance with its mid-term business plan.
If too many public shareholders exercise their redemption
rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination.
Furthermore, our Articles provide that we will not redeem our public shares in an amount that would cause our net tangible assets to be
less than $5,000,001. Consequently, if accepting all properly submitted redemption requests would make us unable to satisfy a condition
as described above or cause our net tangible assets to be less than $5,000,001, we would not proceed with such redemption and the related
business combination and may instead search for an alternate business combination. Prospective targets will be aware of these risks and,
thus, may be reluctant to enter into a business combination transaction with us.
The ability of our public shareholders to exercise
redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or
optimize our capital structure.
At the time we enter into an agreement for our
initial business combination, we will not, and at the time we entered into the Business Combination Agreement, we did not, know how many
shareholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations as to
the number of shares that will be submitted for redemption. If our initial business combination agreement requires us to use a portion
of the cash in the Trust Account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we may arrange
for third-party financing. In addition, if a larger number of shares are submitted for redemption than we initially expected, we may need
to restructure the transaction or arrange for third-party financing. Raising additional third-party financing may involve dilutive equity
issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution would increase to the extent that
the anti-dilution provision of the TKB Class B Shares results in the issuance of TKB Class A Shares on a greater than one-to-one basis
upon conversion of the TKB Class B Shares at the time of our initial business combination. In addition, the amount of the deferred underwriting
commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination.
The per share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred
underwriting commission and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire
deferred underwriting commissions. The above considerations may limit our ability to complete the most desirable business combination
available to us or optimize our capital structure.
The ability of our public shareholders to exercise
redemption rights with respect to a large number of our shares could increase the probability that our initial business combination, including
the proposed Business Combination with Wejo, would be unsuccessful and that you would have to wait for liquidation in order to redeem
your shares from us for cash or receive shares in Wejo.
While the Business Combination Agreement with Wejo
does not include a minimum cash condition, the exercise of redemption rights with respect to a large number of public shares may result
in insufficient cash available to fund Wejo’s business, and may increase the probability that the Business Combination would be
unsuccessful. If we do not consummate the proposed Business Combination with Wejo and instead pursue an alternate initial business combination,
if such alternate initial business combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase
price or requires us to have a minimum amount of cash at closing, the probability that such initial business combination would be unsuccessful
is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the Trust Account until
we liquidate the Trust Account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however,
at such time our shares may trade at a discount to the pro rata amount per share in the Trust Account. In either situation, you may suffer
a material loss on your investment or lose the benefit of funds expected in connection with your exercise of redemption rights until we
liquidate or you are able to sell your shares in the open market.
The requirement that we complete our initial business
combination by June 29, 2023, may give potential target businesses leverage over us in negotiating a business combination and may limit
the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution
deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.
Any potential target business with which we enter
into negotiations concerning a business combination will be aware that we must complete our initial business combination by June 29, 2023,
unless such date is further extended by vote of our shareholders. Consequently, such target business may obtain leverage over us in negotiating
a business combination, knowing that if we do not complete our initial business combination with that particular target business, we may
be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe
described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on
terms that we would have rejected upon a more comprehensive investigation.
We may not be able to complete our initial business
combination by June 29, 2023, in which case, unless any extended period of time that we may have to consummate an initial business combination
as a result of an amendment to our memorandum and articles of association is approved, we would cease all operations except for the purpose
of winding up and we would redeem our public shares and liquidate.
We may not be able to find a suitable target business
and complete our initial business combination with Wejo by June 29, 2023. Our ability to complete our initial business combination may
be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein,
including the impact of events such as the war between Russia and Ukraine and the continued impact of outbreaks of COVID-19 in both in
the U.S. and globally. These factors could limit our ability to complete our initial business combination, including as a result of increased
market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally,
the outbreak of COVID-19 may negatively impact businesses we may seek to acquire. If we have not completed our initial business combination
within such time period or during any extended period of time that we may have to consummate an initial business combination as a result
of an amendment to our memorandum and articles of association, we will: (i) cease all operations except for the purpose of winding up;
(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the
Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided
by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders
(including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case
of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other
applicable law.
If we seek shareholder approval of our initial
business combination, as we expect to do in connection with the proposed Business Combination with Wejo, our sponsor, initial shareholders,
directors, executive officers, advisors or their respective affiliates may elect to purchase shares or public warrants from public shareholders,
which may influence a vote on a proposed business combination and reduce the public “float” of our TKB Class A Shares.
If we seek shareholder approval of our initial
business combination, as we expect to do in connection with the proposed Business Combination with Wejo, and we do not conduct redemptions
in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial shareholders, directors,
executive officers, advisors or their respective affiliates may purchase shares or public warrants in privately negotiated transactions
or in the open market from institutional and other investors who vote, or indicate an intention to vote, against the business combination,
or who redeem, or indicate an intention to redeem, their Public Shares, or they may enter into transactions with such investors and others
to provide them with incentives to acquire TKB ordinary shares or vote their shares in favor of the business combination, at any time
prior to the business combination during a period when they are not then aware of material non-public information relating to the business
combination or target company, although they are under no obligation to do so. Any such non-redemption agreements may provide for an agreement
by the investor (i) not to redeem the public shares it owns, (ii) to sell such public shares to the Sponsor or our directors, officers,
advisors or affiliates, or (iii) to acquire public shares in the market or in privately negotiated transactions from other shareholders
who redeem or indicate an intention to redeem, and to hold such public shares and not redeem them. Any such a purchase may include a contractual
acknowledgement that such shareholder, although still the record holder of TKB Ordinary Shares, is no longer the beneficial owner thereof
and therefore agrees not to exercise its redemption rights. In the event that the Sponsor or our directors, officers, advisors or affiliates
purchase shares in privately negotiated transactions from shareholders who have already elected to exercise their redemption rights, then
such selling shareholder would be required to revoke their prior elections to redeem their public shares.
Any public shares purchased by the Sponsor or
its affiliates would be purchased at a price no higher than the redemption price for the public shares, which is currently estimated to
be approximately $10.38 per share as of January 27, 2023. Any public shares so purchased would not be voted by the Sponsor or its affiliates
at the shareholder meeting held to approve the business combination and would not be redeemable by the Sponsor or its affiliates. The
purpose of such share purchases and other transactions would be to decrease the number of redemptions. If such transactions are effected,
the consequence could cause the business combination to be completed in circumstances where such would not otherwise be obtained. In addition,
if such purchases are made, the public “float” of our shares following completion of the business combination and the number
of beneficial holders of our shares may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading
of our shares on Nasdaq or another national securities exchange or reducing the liquidity of the trading market for our shares.
Other than as expressly stated herein, our Sponsor,
officers and directors have no current commitments, plans or intentions to engage in such purchases or other transactions and have not
formulated any terms or conditions for any such purchases or other transactions. None of the funds in the Trust Account will be used to
purchase shares or public warrants in such transactions.
If a shareholder fails to receive notice of our
offer to redeem our public shares in connection with our initial business combination or fails to comply with the procedures for tendering
its shares, such shares may not be redeemed.
We will comply with the proxy rules or tender offer
rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these
rules, if a shareholder fails to receive our proxy materials or tender offer documents, as applicable, such shareholder may not become
aware of the opportunity to redeem its shares. In addition, proxy materials or tender offer documents, as applicable, that we will furnish
to holders of our public shares in connection with our initial business combination will describe the various procedures that must be
complied with in order to validly tender or submit public shares for redemption. For example, we intend to require our public shareholders
seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at
the holder’s option, either deliver their share certificates to our transfer agent, or to deliver their shares to our transfer agent
electronically prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials,
this date may be up to two business days prior to the vote on the proposal to approve the initial business combination. In addition, if
we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public
shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of
the beneficial owner of such shares is included. In the event that a shareholder fails to comply with these or any other procedures disclosed
in the proxy or tender offer materials, as applicable, its shares may not be redeemed.
You are not entitled to protections normally afforded
to investors of many other blank check companies.
Since the net proceeds of our initial public offering
and the sale of the private placement warrants are intended to be used to complete an initial business combination, we may be deemed to
be a “blank check” company under the United States securities laws. However, because we have net tangible assets in excess
of $5,000,001 and have filed a Current Report on Form 8-K including an audited balance sheet demonstrating this fact, we are exempt from
rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors are not afforded
the benefits or protections of those rules. Among other things, this means our units were immediately tradable after completion of our
initial public offering and we have a longer period of time to complete our initial business combination than companies subject to Rule
419. Moreover, if our initial public offering had been subject to Rule 419, that rule would prohibit the release of any interest earned
on funds held in the Trust Account to us unless and until the funds in the Trust Account were released to us in connection with our completion
of an initial business combination.
If we seek shareholder approval of our initial
business combination, as we expect to do in connection with the proposed Business Combination with Wejo, and we do not conduct redemptions
pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our TKB
Class A Shares, you will lose the ability to redeem all such shares in excess of 15% of our TKB Class A Shares.
If we seek shareholder approval of our initial business
combination, as we expect to do in connection with the proposed Business Combination with Wejo and we do not conduct redemptions in connection
with our initial business combination pursuant to the tender offer rules, our memorandum and articles of association provides that a public
shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as
a “group” (as defined in Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to
the Excess Shares. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess
Shares) for or against our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our
ability to complete our initial business combination and you could suffer a material loss on your investment in us if you sell Excess
Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we
complete our initial business combination. And, as a result, you will continue to hold that number of shares exceeding 15% and, in order
to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.
Because of our limited resources and the significant
competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we
are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds
in the Trust Account that are available for distribution to public shareholders, and our warrants will expire worthless.
If we are unable to complete our proposed Business
Combination with Wejo, and search for an alternate business combination target, we expect to encounter competition from other entities
having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other
blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many
of these individuals and entities are well established and have extensive experience in identifying and effecting, directly or indirectly,
acquisitions of companies operating in or providing services to various industries. Many of these competitors possess similar or greater
technical, human and other resources to ours or more local industry knowledge than we do and our financial resources will be relatively
limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses, including Wejo,
that we could potentially acquire with the net proceeds of our initial public offering and the sale of the private placement warrants,
our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available
financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses.
Furthermore, we are obligated to offer holders of our public shares the right to redeem their shares for cash at the time of our initial
business combination in conjunction with a shareholder vote or via a tender offer. Target companies will be aware that this may reduce
the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage
in successfully negotiating a business combination. If we are unable to complete our initial business combination, our public shareholders
may receive only their pro rata portion of the funds in the Trust Account that are available for distribution to public shareholders,
and our warrants will expire worthless.
If the net proceeds of our initial public offering
and the sale of the private placement warrants not being held in the Trust Account are insufficient to allow us to operate until June
29, 2023, it could limit the amount available to fund our search for a target business or businesses and complete our initial business
combination, and we will depend on loans from our sponsor or management team to fund our search and to complete our initial business combination.
As of December 31, 2022, we had cash of $124,237 held
outside the Trust Account to fund our working capital requirements. We believe that the funds available to us outside of the Trust Account
may not be sufficient to allow us to operate for until June 29, 2023, assuming that our proposed Business Combination with Wejo or another
initial business combination is not completed during that time. We expect to incur significant costs in pursuit of our acquisition plans.
Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search
for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision
in letters of intent or merger agreements designed to keep target businesses from “shopping” around for transactions with
other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination,
although we do not have any current intention to do so and we have not done so in connection with the proposed Business Combination with
Wejo. If we entered into a letter of intent or merger agreement where we paid for the right to receive exclusivity from a target business
and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds
to continue searching for, or conduct due diligence with respect to, a target business.
If we were required to seek additional capital,
we would need to borrow funds from our sponsor, management team or other third parties to operate or may be forced to liquidate. Neither
our sponsor, members of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances.
Any such advances would be repaid only from funds held outside the Trust Account or from funds released to us upon completion of our initial
business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price
of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants.
If we are unable to complete our initial business
combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account.
Consequently, our public shareholders may only receive an estimated $10.38 per share estimated as of January 27, 2023, or possibly less,
on our redemption of our public shares, and our warrants will expire worthless.
If third parties bring claims against us, the proceeds
held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.20 per share.
Our placing of funds in the Trust Account may
not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (except for our
independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements
with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our public
shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing
claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar
claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim
against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims
to the monies held in the Trust Account, our management will consider whether competitive alternatives are reasonably available to us
and will only enter into an agreement with such third party if management believes that such third party’s engagement would be in
the best interests of the company under the circumstances. The underwriters of our initial public offering as well as our registered independent
public accounting firm did not execute agreements with us waiving such claims to the monies held in the Trust Account.
Examples of possible instances where we may engage
a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills
are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases
where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities
will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements
with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our public shares, if we are unable to
complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with
our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought
against us within the ten years following redemption. Accordingly, the per-share redemption amount received by public shareholders could
be less than the $10.20 per public share initially held in the Trust Account, due to claims of such creditors. Pursuant to the letter
agreement entered into in connection with our initial public offering, our sponsor has agreed that it will be liable to us if, and to
the extent, any claims by a third party for services rendered, products sold to us or a prospective target business with which we have
entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount
of funds in the Trust Account to below the lesser of (i) $10.20 per public share and (ii) the actual amount per public share held in the
Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per share due to reductions in the value of
the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target
business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable)
nor will it apply to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including
liabilities under the Securities Act. Wejo has executed a waiver of any and all rights to the monies in the Trust Account. However, we
have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has
sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company.
Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully
made against the Trust Account, the funds available for our initial business combination and redemptions could be reduced to less than
$10.20 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser
amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims
by third parties including, without limitation, claims by vendors and prospective target businesses.
Our directors may decide not to enforce the indemnification
obligations of our sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public
shareholders.
In the event that the proceeds in the Trust Account
are reduced below the lesser of (i) $10.20 per share and (ii) the actual amount per public share held in the Trust Account as of the date
of the liquidation of the Trust Account if less than $10.20 per share due to reductions in the value of the trust assets, in each case
less taxes payable, and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations
related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its
indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our
sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment
and subject to their fiduciary duties may choose not to do so in any particular instance. If our independent directors choose not to enforce
these indemnification obligations, the amount of funds in the Trust Account available for distribution to our public shareholders may
be reduced below $10.20 per share.
If, after we distribute the proceeds in the Trust
Account to our public shareholders, we file a bankruptcy, winding-up or insolvency petition or an involuntary bankruptcy, winding-up or
insolvency petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and
the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members
of our board of directors and us to claims of punitive damages.
If, after we distribute the proceeds in the Trust
Account to our public shareholders, we file a bankruptcy, winding-up or insolvency petition or an involuntary bankruptcy, winding-up or
insolvency petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable
debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.”
As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. In addition, our
board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, by paying public
shareholders from the Trust Account prior to addressing the claims of creditors, thereby exposing itself and us to claims of punitive
damages.
If, before distributing the proceeds in the Trust
Account to our public shareholders, we file a bankruptcy, winding-up or insolvency petition or an involuntary bankruptcy, winding-up or
insolvency petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims
of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may
be reduced.
If, before distributing the proceeds in the Trust
Account to our public shareholders, we file a bankruptcy, winding-up or insolvency petition or an involuntary bankruptcy, winding-up or
insolvency petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy
or insolvency law and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims
of our shareholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received
by our shareholders in connection with our liquidation may be reduced.
Our shareholders may be held liable for claims
by third parties against us to the extent of distributions received by them upon redemption of their shares.
If we are forced to enter into an insolvent liquidation,
any distributions received by shareholders could be viewed as an unlawful payment if it was proved that, immediately following the date
on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result,
a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having
breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company
to claims, by paying public shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that
claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted
any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course
of business would be guilty of an offense and may be liable for a fine and to imprisonment for five years in the Cayman Islands.
The SEC has recently issued proposed rules to regulate
special purpose acquisition companies. Certain of the procedures that we or others may determine to undertake in connection with such
proposals may increase our costs and the time needed to complete the proposed Business Combination with Wejo, or another initial business
combination, and may constrain the circumstances under which we could complete the proposed Business Combination with Wejo or another
initial business combination.
On March 30, 2022, the SEC issued proposed rules (the
“SPAC Rule Proposals”) relating, among other items, to disclosures in SEC filings in connection with Business Combination
transactions between special purpose acquisition companies (“SPACs”) such as us and private operating companies; the
financial statement requirements applicable to transactions involving shell companies; the use of projections in SEC filings in connection
with proposed business combination transactions; the potential liability of certain participants in proposed business combination transactions;
and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended (the “Investment
Company Act”), including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they
satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. The SPAC Rule Proposals
have not yet been adopted and may be adopted in the proposed form or in a different form that could impose additional regulatory requirements
on SPACs.
Certain of the procedures that we or others may determine
to undertake in connection with the SPAC Rule Proposals, or pursuant to the SEC’s views expressed in the SPAC Rule Proposals, may
increase the costs and time of negotiating and completing the proposed Business Combination with Wejo or another initial business combination,
and may make it more difficult to complete the proposed Business Combination with Wejo or another initial business combination.
If TKB is deemed to be an investment company for
purposes of the Investment Company Act, TKB would be required to institute burdensome compliance requirements and TKB’s activities
would be severely restricted, and, as a result, TKB may abandon our efforts to consummate the Business Combination and liquidate. To mitigate
the risk of that result, TKB intends to liquidate the securities held in the Trust Account prior to the 24-month anniversary of the IPO
Registration Statement and instead hold all funds in the Trust Account in cash or an interest-bearing bank deposit account, which may
earn less interest than we otherwise would have if the Trust Account had remained invested in U.S. government securities or money market
funds.
As described further above, the SPAC Rule Proposals
relate, among other matters, to the circumstances in which SPACs such as TKB could potentially be subject to the Investment Company Act
and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of “investment
company” under Section 3(a)(1)(A) of the Investment Company Act; provided that a SPAC satisfies certain criteria, including a limited
time period to announce and complete a business combination. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would
require a company to file a report on Form 8-K announcing that it has entered into an agreement with a target company for a business combination
no later than 18 months after the effective date of its registration statement for its initial public offering (the “IPO Registration
Statement”). The company would then be required to complete a business combination no later than 24 months after the effective
date of the IPO Registration Statement.
There is currently uncertainty concerning the applicability
of the Investment Company Act to a SPAC. While the funds in the Trust Account have, since TKB’s IPO, been held only in U.S. government
securities within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or money
market funds meeting certain conditions of Rule 2a-7 of the Investment Company Act, it is possible that a claim could be made that we
have been operating as an unregistered investment company, including under the subjective test of Section 3(a)(1)(A) of the Investment
Company Act. If we are deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act,
our activities would be severely restricted and we might be forced to abandon our efforts to complete an initial business combination
and instead be required to liquidate TKB. If we are required to liquidate TKB, shareholders would not be able to realize the benefits
of owning shares in Wejo, if we complete the proposed Business Combination with Wejo, or any other successor operating business, if we
complete an alternate initial business combination, including the potential appreciation in the value of TKB ordinary shares and warrants
following such a transaction, and TKB warrants would expire worthless. In addition, TKB would be subject to additional burdensome regulatory
requirements and expenses for which we have not allotted funds.
To mitigate the risk of being deemed an investment
company under the Investment Company Act, TKB intends to liquidate the securities held in the Trust Account prior to the 24-month anniversary
of the IPO Registration Statement, and instead hold all funds in the Trust Account in cash or an interest-bearing bank deposit account,
which may earn less interest than we otherwise would have if the Trust Account had remained invested in U.S. government securities or
money market funds. This may mean that the amount of funds available for redemption would not increase, or would only minimally increase,
thereby reducing the dollar amount TKB Public Shareholders would receive upon any redemption or liquidation of TKB. Alternatively, if
TKB believes it may be deemed to be an investment company under the Investment Company Act, TKB may abandon our efforts to consummate
the Business Combination and instead liquidate.
In addition, even prior to the 24-month anniversary
of the effective date of its IPO Registration Statement, TKB may be deemed to be an investment company. The longer that the funds in the
Trust Account are held in short-term U.S. government securities or in money market funds invested exclusively in such securities, there
is a greater risk that TKB may be considered an unregistered investment company, in which case TKB may be required to liquidate. For so
long as the funds in the Trust Account are held in short-term U.S. government securities or in money market funds invested exclusively
in such securities, the risk that TKB may be considered an unregistered investment company and required to liquidate is greater than that
of a special purpose acquisition company that has elected to liquidate such investments and to hold all funds in its Trust Account in
cash (i.e., in one or more bank accounts).
Changes in laws or regulations, or a failure to
comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business
combination, and results of operations.
We are subject to laws and regulations enacted
by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance
with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations, and
their interpretation and application, may also change from time to time and those changes could have a material adverse effect on our
business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted
and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our proposed Business
Combination with Wejo or another initial business combination, and results of operations.
We may not hold an annual general meeting until
after the consummation of our initial business combination, which could delay the opportunity for our shareholders to appoint directors.
In accordance with Nasdaq corporate governance requirements,
we are not required to hold an annual general meeting until no later than one year after our first fiscal year end following our listing
on Nasdaq. There is no requirement under the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”)
for us to hold annual or extraordinary general meetings to appoint directors. Until we hold an annual general meeting, public shareholders
may not be afforded the opportunity to appoint directors and to discuss company affairs with management. Our board of directors is divided
into three classes with only one class of directors being appointed in each year and each class (except for those directors appointed
prior to our first annual general meeting) serving a three-year term. In addition, as holders of our TKB Class A Shares, our public shareholders
will not have the right to vote on the appointment of directors until after the consummation of our initial business combination.
If we do not complete the proposed Business Combination
with Wejo, when we look for an alternate business combination target, we will not be limited to evaluating a target business in a particular
industry sector, and you will be unable to ascertain the merits or risks of any particular target business’s operations.
We may pursue an initial business combination opportunity
in any industry or sector, except that our Articles prohibits us from effectuating a business combination with another blank check company
or similar company with nominal operations.
We intend to complete the proposed Business Combination
with Wejo, and accordingly we may be affected by numerous risks inherent in Wejo’s business operations and industry. Such risks
are set forth in more detail in the Registration Statement filed in connection with the proposed Business Combination. If we do not complete
the proposed Business Combination with Wejo, we may be affected by numerous risks relating to the target with which we combine.
For example, if we combine with a financially unstable
business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and
operations of a financially unstable or a development stage entity. Although our officers and directors will endeavor to evaluate the
risks inherent in a particular target business, and have done so in connection with the proposed Business Combination with Wejo, we cannot
assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete
due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances
that those risks will adversely impact a target business. We also cannot assure you that an investment in our units will ultimately prove
to be more favorable to investors than a direct investment, if such opportunity were available, in Wejo or another business combination
target. Accordingly, any shareholders or warrant holders who choose to remain shareholders or warrant holders following the business combination
could suffer a reduction in the value of their securities. Such shareholders or warrant holders are unlikely to have a remedy for such
reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of
a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that
the proxy materials or tender offer documents, as applicable, relating to the business combination contained an actionable material misstatement
or material omission.
Although we have identified general criteria and
guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination
with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial
business combination may not have attributes entirely consistent with our general criteria and guidelines.
Although we have identified general criteria and guidelines
for evaluating prospective target businesses, it is possible that Wejo or another target business with which we enter into our initial
business combination will not have some or all of these positive attributes. If we complete our initial business combination with a target
that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does
meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does
not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it
difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount
of cash. In addition, if shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval for business
or other legal reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the target
business does not meet our general criteria and guidelines. If we are unable to complete our initial business combination, our public
shareholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to public shareholders,
and our warrants will expire worthless.
Although we obtained a fairness opinion with the
proposed Business Combination with Wejo, we are not required to obtain an opinion from an independent investment banking firm or from
a valuation or appraisal firm in connection with an alternate transaction and consequently, you may have no assurance from an independent
source that the price we are paying for the business is fair to our shareholders from a financial point of view.
We obtained a fairness opinion in connection with
the proposed Business Combination with Wejo, a copy of which is filed as an annex to the Registration Statement. If we do not complete
the Business Combination with Wejo and instead pursue an alternate target, then, unless we complete our initial business combination with
an affiliated entity or our board of directors cannot independently determine the fair market value of the target business or businesses
(including with the assistance of financial advisors), we are not required to obtain an opinion from an independent investment banking
firm which is a member of FINRA or from a valuation or appraisal firm that the price we are paying is fair to our shareholders from a
financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will
determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in
our proxy materials or tender offer documents, as applicable, related to our initial business combination.
We may issue notes or other debt securities, or
otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition
and thus negatively impact the value of our shareholders’ investment in us.
Pursuant to the Wejo Assignment Agreement, Wejo paid
the Sponsor $250,000 on January 11, 2023 and $45,000 to the Sponsor on March 2, 2023, for an aggregate payment of $295,000, and the Sponsor
subsequently advanced these funds to TKB for working capital purposes. Separately and pursuant to the Phelan Note, Sponsor may draw down
up to $750,000 for working capital, and as of January 30, 2023, Sponsor had drawn down $250,000 under the Phelan Note.
We may choose to incur additional debt to complete
our proposed Business Combination with Wejo, or another initial business combination. We, and our officers, have agreed that we will not
incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the
monies held in the Trust Account. As such, no issuance of debt will affect the per share amount available for redemption from the Trust
Account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:
| · | default and foreclosure on our assets if our operating revenues after an initial business combination
are insufficient to repay our debt obligations; |
| · | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments
when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves with-out a waiver or renegotiation
of that covenant; |
| · | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
| · | our inability to obtain necessary additional financing if the debt contains covenants restricting our
ability to obtain such financing while the debt is outstanding; |
| · | our inability to pay dividends on our TKB Class A Shares; |
| · | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce
the funds available for dividends on our TKB Class A Shares if declared, expenses, capital expenditures, acquisitions and other general
corporate purposes; |
| · | limitations on our flexibility in planning for and reacting to changes in our business and in the industry
in which we operate; |
| · | increased vulnerability to adverse changes in general economic, industry and competitive conditions and
adverse changes in government regulation; and |
| · | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions,
debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less
debt. |
We may only be able to complete one business combination
with the proceeds of our initial public offering and the sale of the private placement warrants, which will cause us to be solely dependent
on a single business, which may have a limited number of products or services. This lack of diversification may negatively impact our operations
and profitability.
The net proceeds from our initial public offering
and the private placement of warrants units provided us with $231,950,000 that we may use to complete our initial business combination
(after taking into account the $8,800,000 of deferred underwriting commissions being held in the Trust Account). Following the Extension,
we have approximately $56,700,000 remaining in our Trust Account.
Although the Business Combination Agreement contemplates
an initial business combination with a single target business, Wejo, if we do not complete the proposed Business Combination, we may effectuate
an alternate initial business combination with a single target business or multiple target businesses simultaneously or within a short
period of time. However, we may not be able to effectuate our initial business combination with more than one target business because
of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial
statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated
on a combined basis. By completing our initial business combination with only Wejo or another single entity, our lack of diversification
may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations
or benefit from the possible spreading of risks or offsetting of losses, unlike other entities, which may have the resources to complete
several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success
may be:
| · | solely dependent upon the performance of a single business, property or asset; or |
| · | dependent upon the development or market acceptance of a single or limited number of products, processes
or services. |
This lack of diversification may subject us to numerous
economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in
which we may operate subsequent to our initial business combination.
If we do not complete the proposed Business Combination
with Wejo, we may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability
to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and
profitability.
If we determine to simultaneously acquire several
businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent
on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete
our initial business combination. We do not, however, intend to purchase multiple businesses in unrelated industries in conjunction with
our proposed Business Combination with Wejo. If we do not complete the proposed Business Combination with Wejo and seek to complete multiple
business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations
and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation
of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address
these risks, it could negatively impact our profitability and results of operations.
We intend to complete our proposed Business Combination
with Wejo, but if we are unable to, we may seek acquisition opportunities with an early-stage company, a financially unstable business
or an entity lacking an established record of revenue or earnings.
We intend to complete our proposed Business Combination
with Wejo, but if we are unable to, we may seek acquisition opportunities with an early stage-company, a financially unstable business
or an entity lacking an established record of revenue or earnings. To the extent we complete our initial business combination with an
early-stage company, a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected
by numerous risks inherent in the operations of the business with which we combine. These risks include investing in a business without
a proven business model and with limited historical financial data, volatile revenues or earnings, intense competition and difficulties
in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate the risks inherent in a particular
target business, we may not be able to properly ascertain or assess all of the significant risk factors and we may not have adequate time
to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce
the chances that those risks will adversely impact a target business.
While we intend to complete our proposed Business
combination with Wejo, if we do not and seek an alternate target, we may attempt to complete our initial business combination with a private
company about which little information is available, which may result in a business combination with a company that is not as profitable
as we suspected, if at all.
While we intend to complete our proposed Business Combination with Wejo,
if we do not, we may seek an alternate target which is a privately held company. Very little public information generally exists about
private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the
basis of limited information, which may result in a business combination with a company that is not as profitable (if at all) as we believed
at the time of signing an agreement to acquire such private company or that fails to meet the projections upon which our valuation may
be based.
We intend to complete our proposed Business Combination
with Wejo, but if we are unable to, we may seek business combination opportunities with a high degree of complexity that require significant
operational improvements, which could delay or prevent us from achieving our desired results.
While we intend to complete our proposed Business
Combination with Wejo, if we are unable to, we may seek business combination opportunities with large, highly complex companies that we
believe would benefit from operational improvements. While we intend to implement such improvements, to the extent that our efforts are
delayed or we are unable to achieve the desired improvements, the business combination may not be as successful as we anticipate.
To the extent we complete an initial business combination
with a large complex business or entity with a complex operating structure, we may also be affected by numerous risks inherent in the
operations of the business with which we combine, which could delay or prevent us from implementing our strategy. Although our management
team will endeavor to evaluate the risks inherent in a particular target business and its operations, we may not be able to properly ascertain
or assess all of the significant risk factors until we complete our business combination. If we are not able to achieve our desired operational
improvements, or the improvements take longer to implement than anticipated, we may not achieve the gains that we anticipate. Furthermore,
some of these risks and complexities may be outside of our control and leave us with no ability to control or reduce the chances that
those risks and complexities will adversely impact a target business. Such combination may not be as successful as a combination with
a smaller, less complex organization.
We do not have a specified maximum redemption threshold.
The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial
majority of our shareholders or warrant holders do not agree.
Our Articles does not provide a specified maximum
redemption threshold, except that in no event will we redeem our public shares in an amount that would cause our net tangible assets to
be less than $5,000,001. In addition, while the Business Combination Agreement does not impose a minimum cash condition, it does include
a condition that there be at Closing, in the reasonable and good faith assessment of Wejo or TKB,
as applicable, available cash on hand at Wejo or available cash to be borrowed pursuant to binding contractual commitments from third
parties, in such amounts that, together with (A) the net proceeds of amounts in the Trust Account (net of redemptions and transaction
expenses), (B) any irrevocable and binding financing commitments entered into pursuant to the Business Combination Agreement and (C) any
non-binding financing commitments or other sources of income that in the reasonable determination of Wejo or TKB, as applicable, are reasonably
expected to be available following the Closing, will be sufficient to fund ordinary course working capital and other general corporate
purposes of Wejo in accordance with its mid-term business plan. If we do not complete our proposed Business Combination with Wejo,
any alternate initial business combination with an alternate target may impose a minimum cash requirement for (i) cash consideration to
be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash
to satisfy other conditions. Nevertheless, we may be able to complete our initial business combination even though a substantial majority
of our public shareholders do not agree with the transaction and have redeemed their shares. In the event the aggregate cash consideration
we would be required to pay for all TKB Class A Shares that are validly submitted for redemption plus any amount required to satisfy cash
conditions pursuant to the terms of the Business Combination Agreement or such other proposed business combination exceeds the aggregate
amount of cash available to us, and such condition is not waived, we will not be able to complete the business combination or redeem any
shares in connection with such initial business combination, all TKB Class A Shares submitted for redemption will be returned to the holders
thereof, and we instead may search for an alternate business combination.
In order to effectuate an initial business combination,
special purpose acquisition companies have, in the recent past, amended various provisions of their charters and other governing instruments,
including their warrant agreements. We cannot assure you that we will not seek to amend our memorandum and articles of association or
governing instruments in a manner that will make it easier for us to complete our initial business combination that our shareholders may
not support.
In order to effectuate a business combination,
special purpose acquisition companies have, in the recent past, amended various provisions of their charters and governing instruments,
including their warrant agreements. For example, special purpose acquisition companies have amended the definition of business combination,
increased redemption thresholds and extended the time to consummate an initial business combination and, with respect to their warrants,
amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our memorandum and
articles of association will require a special resolution being (i) the affirmative vote of at least a two-thirds (2/3) majority of the
votes cast by the holders of the issued ordinary shares present in person or represented at a general meeting of the company and entitled
to vote on such matter or (ii) a unanimous written resolution of the shareholders, and amending our warrant agreement will require a vote
of holders of at least 50% of the public warrants and, solely with respect to any amendment to the terms of the private placement warrants
or any provision of the warrant agreement with respect to the private placement warrants, 50% of the number of the then-outstanding private
placement warrants. In addition, our Articles requires us to provide our public shareholders with the opportunity to redeem their public
shares for cash if we propose an amendment to our Articles to modify the substance or timing of our obligation to allow redemption in
connection with our initial business combination or to redeem 100% of our public shares if we do not complete an initial business combination
by June 29, 2023 or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination
activity. To the extent any of such amendments would be deemed to fundamentally change the nature of our securities, we would register,
or seek an exemption from registration for, the affected securities. We cannot assure you that we will not seek to amend our charter or
governing instruments or extend the time to consummate an initial business combination in order to effectuate our initial business combination.
The provisions of our Articles that relate to our
pre-business combination activity (and corresponding provisions of the agreement governing the release of funds from our Trust Account)
may be amended with the approval of a special resolution being (i) the affirmative vote of at least a two-thirds (2/3) majority of the
votes cast by the holders of the issued ordinary shares present in person or represented at a general meeting of the company and entitled
to vote on such matter or (ii) a unanimous written resolution of the shareholders, which is a lower amendment threshold than that of some
other special purpose acquisition companies. It may be easier for us, therefore, to amend our Articles to facilitate the completion of
an initial business combination that some of our shareholders may not support.
Our Articles provides that any of its provisions related
to pre-business combination activity (including the requirement to deposit proceeds of our initial public offering and the private placement
of warrants into the Trust Account and not release such amounts except in specified circumstances, and to provide redemption rights to
public shareholders as described herein) may be amended by special resolution being (i) the affirmative vote of at least a two-thirds
(2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented at a general meeting of
the company and entitled to vote on such matter or (ii) a unanimous written resolution of the shareholders and corresponding provisions
of the trust agreement governing the release of funds from our Trust Account may be amended if approved by holders of 65% of our ordinary
shares entitled to vote thereon. Our initial shareholders, who collectively beneficially own approximately 51% of our ordinary shares,
may participate in any vote to amend our Articles and/or trust agreement and will have the discretion to vote in any manner they choose.
As a result, we may be able to amend the provisions of our Articles which govern our pre-business combination behavior more easily than
some other special purpose acquisition companies, and this may increase our ability to complete a business combination with which you
do not agree. Our shareholders may pursue remedies against us for any breach of our memorandum and articles of association.
Our sponsor, officers and directors have agreed,
pursuant to written agreements with us, that they will not propose any amendment to our Articles to modify the substance or timing of
our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do
not complete our initial business combination by June 29, 2023 or with respect to any other material provisions relating to shareholders’
rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their TKB
Class A Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes,
divided by the number of then-outstanding public shares. Our shareholders are not parties to, or third-party beneficiaries of, these agreements
and, as a result, will not have the ability to pursue remedies against our sponsor, executive officers or directors for any breach of
these agreements. As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject
to applicable law.
Certain agreements related to our initial public
offering may be amended without shareholder approval.
Each of the agreements related to our initial
public offering to which we are a party, other than the warrant agreement and the investment management trust agreement, may be amended
without shareholder approval. Such agreements are: (i) the underwriting agreement; (ii) the letter agreement among us and our initial
shareholders, sponsor, officers and directors; (iii) the registration rights agreement among us and our initial shareholders; (iv) the
private placement warrants purchase agreement between us and our sponsor; and (v) the administrative services agreement among us, our
sponsor and an affiliate of our sponsor. These agreements contain various provisions that our public shareholders might deem to be material.
For example, our letter agreement and the underwriting agreement contain certain lock-up provisions with respect to the founder shares,
private placement warrants and other securities held by our initial shareholders and our management team. Amendments to such agreements
would require the consent of the applicable parties thereto and would need to be approved by our board of directors, which may do so for
a variety of reasons, including facilitating our initial business combination. While we do not expect our board of directors to approve
any amendment to any of these agreements prior to our initial business combination, it may be possible that our board of directors, in
exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to any such agreement.
Any amendment entered into in connection with the consummation of our initial business combination will be disclosed in our proxy materials
or tender offer documents, as applicable, related to such initial business combination, and any other material amendment to any of our
material agreements will be disclosed in a filing with the SEC. Any such amendments would not require approval from our shareholders,
may result in the completion of our initial business combination that may not otherwise have been possible, and may have an adverse effect
on the value of an investment in our securities. For example, in connection with the proposed Business Combination with Wejo, TKB and
Wejo have agreed to release the lock-up on the Founder Shares and Private Placement Warrants so that such securities will be transferrable
by our Sponsor and officers and directors immediately following completion of the Business Combination. Such agreement may have an adverse
effect on the price of our securities.
We may be unable to obtain additional financing
to complete the proposed Business Combination with Wejo, or another target business, or to fund the operations and growth of a target
business, which could compel us to restructure or abandon a particular business combination.
We may be required to seek additional financing to
complete the proposed Business Combination with Wejo or an alternate initial business combination.
To the extent that additional financing proves to
be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or
abandon that particular business combination and seek an alternative target business candidate. Further, we may be required to obtain
additional financing in connection with the closing of our initial business combination for general corporate purposes, including for
maintenance or expansion of operations of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred
in completing our initial business combination, or to fund the purchase of other companies. If we are unable to complete our initial business
combination, our public shareholders may only receive their pro rata portion of the funds in the Trust Account that are available for
distribution to public shareholders, and our warrants will expire worthless. In addition, even if we do not need additional financing
to complete our initial business combination, we may require such financing to fund the operations or growth of the target business. The
failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business.
None of our officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business
combination.
Our initial shareholders control a substantial
interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do
not support.
Our initial shareholders own approximately 51% of
our issued and outstanding ordinary shares. Accordingly, they may exert a substantial influence on actions requiring a shareholder vote,
potentially in a manner that you do not support, including amendments to our memorandum and articles of association. If our initial shareholders
purchase any additional TKB Class A Shares in the aftermarket or in privately negotiated transactions, this would increase their control.
Neither our initial shareholders nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional
securities. Factors that would be considered in making such additional purchases would include consideration of the current trading price
of our TKB Class A Shares. In addition, our board of directors, whose members were elected by our sponsor, is divided into three classes,
each of which will generally serve for a term of three years with only one class of directors being elected in each year. We may not hold
an annual general meeting to elect new directors prior to the completion of our initial business combination, in which case all of the
current directors will continue in office until at least the completion of the business combination. If there is an annual general meeting,
as a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered for election
and our initial shareholders, because of their ownership position, will have considerable influence regarding the outcome. In addition,
prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board
of directors for any reason. Accordingly, our initial shareholders will continue to exert control at least until the completion of our
initial business combination.
Because we must furnish our shareholders with target
business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective
target businesses.
The federal proxy rules require that the proxy statement
with respect to the vote on the proposed Business Combination with Wejo or any other initial business combination include historical and
pro forma financial statement disclosure. We will include the same financial statement disclosure in connection with our tender offer
documents, whether or not they are required under the tender offer rules. In the case of Wejo, these financial statements are, and in
the case of any other target company, these financial statements may be, required to be prepared in accordance with, or be reconciled
to, GAAP or international financial reporting standards as issued by the International Accounting Standards Board, or IFRS, depending
on the circumstances. In the case of Wejo, the historical financial statements are, and in the case of any other target business, the
historical financial statements may be, required to be audited in accordance with the standards of the Public Company Accounting Oversight
Board (United States), or PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire
because some targets may be unable to provide such financial statements in time for us to disclose such statements in accordance with
federal proxy rules and complete our initial business combination within the prescribed time frame.
Compliance obligations under the Sarbanes-Oxley
Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources,
and increase the time and costs of completing an initial business combination.
Section 404 of the Sarbanes-Oxley Act requires that
we evaluate and report on our system of internal controls beginning with this Annual Report on Form 10-K for the year ending December
31, 2022. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging
growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal
control over financial reporting. Further, for as long as we remain an emerging growth company, we will not be required to comply with
the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that
we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared
to other public companies because a target business with which we seek to complete our initial business combination may not be in compliance
with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of
any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business
combination.
Changes in the market for directors’ and
officers’ liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business
combination.
Over the past year, the market for directors’
and officers’ liability insurance for special purpose acquisition companies has changed. Fewer insurance companies are offering
quotes for directors and officers liability coverage, the premiums charged for such policies have generally increased and the terms of
such policies have generally become less favorable. There can be no assurance that these trends will not continue.
The increased cost and decreased availability of directors’
and officers’ liability insurance could make it more difficult and more expensive for us to negotiate an initial business combination.
In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public company, the post-business
combination entity might need to incur greater expense, accept less favorable terms or both. However, any failure to obtain adequate directors’
and officers’ liability insurance could have an adverse impact on the post-business combination’s ability to attract and retain
qualified officers and directors.
In addition, even after we were to complete an initial
business combination, our directors and officers could still be subject to potential liability from claims arising from conduct alleged
to have occurred prior to the initial business combination. As a result, in order to protect our directors and officers, the post-business
combination entity may need to purchase additional insurance with respect to any such claims, or run-off insurance. The need for run-off
insurance would be an added expense for the post-business combination entity and could interfere with or frustrate our ability to consummate
an initial business combination on terms favorable to our investors.
TKB has no operating history and is subject to
a mandatory liquidation and subsequent dissolution requirement if it does not complete an initial business combination by June 29, 2023.
As such, there is a risk that TKB will be unable to continue as a going concern if it does not consummate an initial business combination
by the applicable deadline. If TKB is unable to effect an initial business combination by the deadline, it will be forced to liquidate.
TKB is a blank check company, and as TKB has no
operating history and is subject to a mandatory liquidation and subsequent dissolution requirement, there is a risk that TKB will be unable
to continue as a going concern if it does not consummate an initial business combination by June 29, 2023. There can be no assurance that
TKB will complete a business combination by this time. If TKB does not complete its initial business combination by June 29, 2023, TKB
will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business
days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us (less taxes payable
and up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption
will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions,
if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders
and the Company board, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to our obligations under Cayman Islands
law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. In the event of such distribution,
it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will
be less than $10.00 per share. TKB expects to consummate the proposed business combination with Wejo prior to June 29, 2023 and does not
currently intend to take any action to extend its life beyond the June 29, 2023 business combination deadline.
Risks Relating to the Post-Business Combination
Company
Subsequent to our completion of our initial business
combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant
negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some
or all of your investment.
Even if we conduct extensive due diligence on a target
business with which we combine, as we have done on Wejo in connection with the proposed Business Combination, we cannot assure you that
this diligence will identify all material issues that may be present with Wejo or another target business, that it would be possible to
uncover all material issues through a customary amount of due diligence, or that factors outside of Wejo’s or such other target
business’s control and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down
or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even
if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a
manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact
on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities.
In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming
pre-existing debt held by a target business or by virtue of our obtaining debt financing to partially finance the initial business combination
or thereafter. Accordingly, any shareholders or warrant holders who choose to remain shareholders or warrant holders following the business
combination could suffer a reduction in the value of their securities. Such shareholders or warrant holders are unlikely to have a remedy
for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors
of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws
that the proxy materials or tender offer documents, as applicable, relating to the business combination contained an actionable material
misstatement or material omission.
Resources could be wasted in researching business
combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another
business. If we are unable to complete our initial business combination with Wejo, or another target business, our public shareholders
may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to public shareholders,
and our warrants will expire worthless.
We anticipate that the investigation of each specific
target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require
substantial management time, attention and substantial costs for accountants, attorneys and others. If we decide not to complete the proposed
Business Combination with Wejo or an alternate initial business combination, the costs incurred up to that point for the proposed transaction
likely would not be recoverable. Furthermore, we may fail to complete our proposed Business Combination with Wejo or another initial business
combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs
incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable
to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the Trust
Account that are available for distribution to public shareholders, and our warrants will expire worthless.
Our ability to successfully effect our initial
business combination with Wejo, or another target business and to be successful thereafter will be dependent upon the efforts of our key
personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the
operations and profitability of our post-combination business.
Our ability to successfully effect our initial business
combination with Wejo, or another target business, is dependent upon the efforts of our key personnel. Under the Business Combination
Agreement with Wejo, the Sponsor has the right to nominate two directors to serve on the post-closing board. We expect those two directors
to be Angela Blatteis and Philippe Tartavull. However the role of our key personnel, should we pursue an alternate target business cannot
presently be ascertained. While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot
assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements
of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with
such requirements.
Our key personnel may negotiate employment or consulting
agreements with a target business in connection with a particular business combination, and a particular business combination may be conditioned
on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our initial
business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination
is the most advantageous.
Our key personnel may be able to remain with our company
after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements in connection
with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and
could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would
render to us after the completion of the business combination. Such negotiations also could make such key personnel’s retention
or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their motivation
in identifying and selecting a target business, subject to their fiduciary duties under Cayman Islands law.
While we completed extensive due diligence on the
management of Wejo, we may not have discovered everything. If we are unable to complete the proposed Business Combination with Wejo, we
may have a limited ability to assess the management of an alternate target business and, as a result, may complete our initial business
combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.
When evaluating the desirability of effecting our
initial business combination with a prospective target business, including Wejo, our ability to assess the target business’s management
may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target business’s management,
therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target
business’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and
profitability of the post-combination business may be negatively impacted. Accordingly, any shareholders or warrant holders who choose
to remain shareholders or warrant holders following the business combination could suffer a reduction in the value of their securities.
Such shareholders or warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim
that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they
are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable,
relating to the business combination contained an actionable material misstatement or material omission.
The officers and directors of Wejo or another acquisition
candidate may resign upon completion of our initial business combination. The loss of a business combination target’s key personnel
could negatively impact the operations and profitability of our post-combination business with Wejo or such other acquisition candidate.
The role of an acquisition candidate’s key personnel
upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members
of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial business
combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.
Our management may not be able to maintain control
of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business,
new management will possess the skills, qualifications, or abilities necessary to profitably operate such business.
We have structured the proposed Business Combination
with Wejo so that the post-transaction company in which our public shareholders own shares will own less than 100% of the equity interests
of Wejo. If we do not complete the Business Combination with Wejo, we may structure an alternate business combination similarly, but we
will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities
of the target or otherwise acquires a controlling interest in the target sufficient for us not to be required to register as an investment
company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-transaction
company owns 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own
a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination.
For example, we could pursue a transaction in which we issue a substantial number of new TKB Class A Shares in exchange for all of the
outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% interest in the target.
However, as a result of the issuance of a substantial number of new TKB Class A Shares, our shareholders immediately prior to such transaction
could own less than a majority of our outstanding TKB Class A Shares subsequent to such transaction. In addition, other minority shareholders
may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s shares than
we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain control of the target
business.
If we effect our initial business combination with
a company located outside of the United States, such as Wejo, we would be subject to a variety of additional risks that may adversely
affect us.
If we pursue a target business with operations or
opportunities outside of the United States for our initial business combination, such as Wejo, we may face additional burdens in connection
with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination,
we would be subject to a variety of additional risks that may negatively impact our operations. Furthermore, we would be subject to risks
associated with cross-border business combinations, including in connection with investigating, agreeing to and completing our initial
business combination, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators
or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.
If we effect our initial business combination with
such a company, we would be subject to any special considerations or risks associated with companies operating in an international setting,
including any of the following:
| · | costs and difficulties inherent in managing cross-border business operations; |
| · | rules and regulations regarding currency redemption; |
| · | complex corporate withholding taxes on individuals; |
| · | laws governing the manner in which future business combinations may be effected; |
| · | exchange listing and/or delisting requirements; |
| · | tariffs and trade barriers; |
| · | regulations related to customs and import/export matters; |
| · | local or regional economic policies and market conditions; |
| · | unexpected changes in regulatory requirements; |
| · | challenges in managing and staffing international operations; |
| · | tax issues, such as tax law changes and variations in tax laws as compared to the United States; |
| · | currency fluctuations and exchange controls; |
| · | challenges in collecting accounts receivable; |
| · | cultural and language differences; |
| · | underdeveloped or unpredictable legal or regulatory systems; |
| · | protection of intellectual property; |
| · | social unrest, crime, strikes, riots and civil disturbances; |
| · | regime changes and political upheaval; |
| · | terrorist attacks and wars, including the war between Russia and Ukraine; and |
| · | deterioration of political relations with the United States. |
We may not be able to adequately address these
additional risks. If we were unable to do so, we may be unable to complete such initial business combination or, if we complete such initial
business combination, our operations might suffer, either of which may adversely impact our business, financial condition and results
of operations.
Risks Relating to our Management Team
We may not have sufficient funds to satisfy indemnification
claims of our directors and executive officers.
We have agreed to indemnify our officers, directors
and advisors to the fullest extent permitted by law. However, our officers, directors and advisors have agreed to waive any right, title,
interest or claim of any kind in or to any monies in the Trust Account and to not seek recourse against the Trust Account for any reason
whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside
of the Trust Account or (ii) we consummate an initial business combination. Our obligation to indemnify our officers and directors may
discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions
also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action,
if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected
to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.
Past performance by our management team and their
affiliates may not be indicative of future performance of an investment in us.
Information regarding performance by, or businesses
associated with, our management team or businesses associated with them is presented for informational purposes only. Past performance
by our management team is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that
we will be able to locate a suitable candidate for our initial business combination. You should not rely on the historical record of the
performance of our management team’s or businesses associated with them as indicative of our future performance of an investment
in us or the returns we will, or is likely to, generate going forward.
If we are not able to complete the proposed Business
Combination with Wejo, we may seek alternate business combination opportunities in industries or sectors that may be outside of our management’s
areas of expertise.
If we are not able to complete the proposed Business
Combination with Wejo, we may consider an alternate business combination outside of our management’s areas of expertise if a business
combination candidate is presented to us and we determine that such candidate offers an attractive business combination opportunity for
our company. Although our management will endeavor to evaluate the risks inherent in any particular business combination candidate, we
cannot assure you that we will adequately ascertain or assess all of the significant risk factors. We also cannot assure you that an investment
in our securities will not ultimately prove to be less favorable than a direct investment, if an opportunity were available, in a business
combination candidate. In the event we elect to pursue a business combination outside of the areas of our management’s expertise,
our management’s expertise may not be directly applicable to its evaluation or operation, and the information contained in this
Annual Report regarding the areas of our management’s expertise would not be relevant to an understanding of the business that we
elect to acquire. As a result, our management may not be able to ascertain or assess adequately all of the relevant risk factors. Accordingly,
any shareholders who choose to remain shareholders following our initial business combination could suffer a reduction in the value of
their shares. Such shareholders are unlikely to have a remedy for such reduction in value.
We are dependent upon our executive officers and
directors and their loss could adversely affect our ability to operate.
Our operations are dependent upon a relatively small
group of individuals and, in particular, our executive officers and directors. We believe that our success depends on the continued service
of our officers and directors, at least until we have completed our initial business combination. In addition, our executive officers
and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest
in allocating their time among various business activities, including identifying potential business combinations and monitoring the related
due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or executive officers.
The unexpected loss of the services of one or more of our directors or executive officers could have a detrimental effect on us.
Our executive officers and directors will allocate
their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs.
This conflict of interest could have a negative impact on our ability to complete our initial business combination.
Our executive officers and directors are not required
to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between the
completion of our proposed Business Combination with Wejo (or our search for an alternate business combination if we do not complete the
Business Combination with Wejo) and their other businesses. We do not intend to have any full-time employees prior to the completion of
our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he or she may
be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week
to our affairs. Our independent directors also serve as officers and board members for other entities. If our executive officers’
and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current
commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete
our initial business combination.
Our officers and directors presently have, and
any of them in the future may have additional, fiduciary or contractual obligations to other entities and, accordingly, may have conflicts
of interest in determining to which entity a particular business opportunity should be presented.
Until we consummate our initial business combination,
we intend to engage in the business of identifying and combining with one or more businesses. Each of our officers and directors presently
has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which such
officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, they may have conflicts
of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved
in our favor and a potential target business may be presented to another entity prior to its presentation to us. Our Articles provides
that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except
and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities
or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in,
any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the
other. Any such companies, businesses or ventures may present additional conflicts of interest in pursuing an initial business combination.
However, we do not believe that any such potential conflicts of interest would materially affect our ability to complete our proposed
Business Combination with Wejo or with any other potential target business. See the Registration Statement for a discussion of potential
conflicts of interest in connection with the proposed Business Combination with Wejo.
Our sponsor or officers intend to form other special
purpose acquisition companies in the future, which may occur prior our completing our initial business combination and could cause conflicts
of interest.
Our sponsor or our officers intend to sponsor or form
other special purpose acquisition companies in the future, which may occur while we are still seeking an initial business combination.
Any such companies may pursue similar targets and compete with us for business combination opportunities. Any such companies may present
additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates.
Consequently, we may be precluded from procuring such opportunities and such opportunities may be presented to such other companies instead
of us. However, we do not currently expect that any such other special purpose acquisition company would materially affect our ability
to complete our initial business combination.
Our executive officers, directors, security holders
and their respective affiliates may have competitive pecuniary interests that conflict with our interests.
We have not adopted a policy that expressly prohibits
our directors, executive officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in
any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, if we do
not complete the Business Combination with Wejo, we may enter into a business combination with a target business that is affiliated with
our sponsor, our directors or executive officers, although we do not intend to do so. Nor do we have a policy that expressly prohibits
any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or
entities may have a conflict between their interests and ours.
The personal and financial interests of our directors
and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination.
Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in
a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate
and in our shareholders’ best interest. If this were the case, it would be a breach of their fiduciary duties to us as a matter
of Cayman Islands law and we or our shareholders might have a claim against such individuals for infringing on our shareholders’
rights. However, we might not ultimately be successful in any claim we may make against them for such reason.
We may engage in a business combination with one
or more target businesses that have relationships with entities that may be affiliated with our sponsor, executive officers, directors
or existing holders which may raise potential conflicts of interest.
In light of the involvement of our sponsor, executive
officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsor, executive officers,
directors or existing holders. Our directors also serve as officers and board members for other entities. Such entities may compete with
us for business combination opportunities. Our sponsor, officers and directors are not currently aware of any specific opportunities for
us to complete our initial business combination with any entities with which they are affiliated, and there have been no substantive discussions
concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any
transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria
for a business combination and such transaction was approved by a majority of our independent and disinterested directors. Despite our
agreement to obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm
regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international
businesses affiliated with our sponsor, executive officers, directors or existing holders, potential conflicts of interest still may exist
and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent
any conflicts of interest.
Since our sponsor, executive officers and
directors will lose their entire investment in us if an initial business combination is not completed (other than with respect to
public shares they have acquired or may acquire), a conflict of interest may arise in determining whether a particular business
combination target, if we are unable to complete the proposed Business Combination with Wejo, is appropriate for our initial
business combination.
On April 29, 2021, our sponsor paid $25,000 to purchase
5,750,000 founder shares, or approximately $0.004 per share. Prior to the initial investment in the company of $25,000 by the sponsor,
the company had no assets, tangible or intangible. The founder shares will be worthless if we do not complete an initial business combination.
In addition, our sponsor purchased an aggregate of 10,750,000 warrants, at a price of $1.00 per private placement warrant, each exercisable
for one TKB Class A Share at $11.50 per share, for an aggregate purchase price of $10,750,000, or $1.00 per warrant, that will also be
worthless if we do not complete our initial business combination. The personal and financial interests of our executive officers and directors
may influence their motivation in identifying and selecting a target business combination, completing an initial business combination
and influencing the operation of the business following the initial business combination. This risk may become more acute as June 29,
2023 nears, which is the deadline for our completion of an initial business combination.
Risks Relating to our Securities
You will not have any rights or interests in funds
from the Trust Account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell
your public shares or warrants, potentially at a loss.
Our public shareholders will be entitled to receive
funds from the Trust Account only upon the earlier to occur of: (i) our completion of an initial business combination, and then only in
connection with those TKB Class A Shares that such shareholder properly elected to redeem, subject to the limitations described herein;
(ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our memorandum and articles
of association to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination
or to redeem 100% of our public shares if we do not complete our initial business combination by June 29, 2023 or during any extended
period of time that we may have to consummate an initial business combination as a result of an amendment to our memorandum and articles
of association or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination
activity; and (iii) the redemption of our public shares if we are unable to complete an initial business combination by June 29, 2023,
subject to applicable law and as further described herein. In addition, if our plan to redeem our public shares if we are unable to complete
an initial business combination by June 29, 2023 is not completed for any reason, compliance with Cayman Islands law may require that
we submit a plan of dissolution to our then-existing shareholders for approval prior to the distribution of the proceeds held in our Trust
Account. In that case, public shareholders may be forced to wait beyond 20 months from the closing of our initial public offering before
they receive funds from our Trust Account. In no other circumstances will a public shareholder have any right or interest of any kind
in the Trust Account. Holders of warrants will not have any right to the proceeds held in the Trust Account with respect to the warrants.
Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.
Nasdaq may delist our securities from its exchange,
which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
Our units, TKB Class A Shares and warrants are currently
listed on Nasdaq. We cannot assure you that our securities will continue to be listed on Nasdaq in the future or prior to our initial
business combination. In order to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain
certain financial, distribution and share price levels. Generally, we must maintain a minimum average global market capitalization and
a minimum number of holders of our securities. Additionally, in connection with our initial business combination, we will be required
to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing
requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance, our share price would generally
be required to be at least $4.00 per share and the publicly held shares would be required to be at least $15 million and we would be required
to have a minimum of 400 round lot holders and 1,000,000 publicly held shares. We cannot assure you that we will be able to meet those
initial listing requirements at that time.
If Nasdaq delists our securities from trading on its
exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted
on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:
| · | a limited availability of market quotations for our securities; |
| · | reduced liquidity for our securities; |
| · | a determination that our TKB Class A Shares are a “penny stock” which will require brokers trading in our TKB Class A
Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for
our securities; |
| · | a limited amount of news and analyst coverage; and |
| · | a decreased ability to issue additional securities or obtain additional financing in the future. |
The National Securities Markets Improvement Act of
1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred
to as “covered securities.” Because our units, TKB Class A Shares and warrants have been approved to be listed on Nasdaq,
our units, TKB Class A Shares and warrants qualify as covered securities under the statute. Although the states are preempted from regulating
the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and,
if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case.
While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies,
other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers,
or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer
listed on Nasdaq, our securities would not qualify as covered securities under the statute and we would be subject to regulation in each
state in which we offer our securities.
Holders of our TKB Class A Shares will not be entitled
to vote on any appointment of directors prior to our initial business combination.
Prior to our initial business combination, only holders
of our TKB Class B Shares will have the right to vote on the appointment of directors. Holders of our TKB Class A Shares will not be entitled
to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders
of a majority of our TKB Class B Shares may remove a member of the board of directors for any reason. Accordingly, you may not have any
say in the management of our company prior to the completion of an initial business combination.
An investment in our securities may result in uncertain
or adverse U.S. federal income tax consequences.
An investment in our securities may result in
uncertain U.S. federal income tax consequences. For instance, because there are no authorities that directly address instruments similar
to the units we issued in our initial public offering, the allocation an investor makes with respect to the purchase price of a unit between
the TKB Class A Share and the one-half of a warrant to purchase one TKB Class A Share included in each unit could be challenged by the
Internal Revenue Service, the IRS or courts. Furthermore, the U.S. federal income tax consequences of a cashless exercise of warrants
included in the units we issued in our initial public offering is unclear under current law. Finally, it is unclear whether the redemption
rights with respect to our ordinary shares suspend the running of a U.S. Holder’s holding period for purposes of determining whether
any dividends we pay would be considered “qualified dividends” for U.S. federal income tax purposes. As used herein, the term
“U.S. Holder” means a beneficial owner of our TKB Class A Shares or warrants
that is for U.S. federal income tax purposes: an individual citizen or resident of the United States; a corporation (or other entity treated
as a corporation for U.S. federal income tax purposes) that is created or organized under the laws of the United States, any state thereof
or the District of Columbia; an estate the income of which is subject to U.S. federal income taxation regardless of its source; or a trust
if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S.
persons have the authority to control all substantial decisions of the trust or (B) it has in effect under applicable U.S. Treasury regulations
a valid election to be treated as a U.S. person. Prospective investors are urged to consult their tax advisors with respect to these and
other tax consequences when purchasing, holding or disposing of our securities.
We may be a controlled foreign corporation
(CFC) which could result in adverse U.S. federal income tax consequences to U.S. investors.
If a U.S. shareholder owns 10% or more of our common
shares, it may be subject to increased U.S. federal income taxation under the CFC rules. A non-U.S. corporation will be classified as
a CFC for any particular taxable year, if U.S. persons (including individuals and entities) who own (directly, indirectly, or constructively)
10% or more of the voting power or value of shares, or 10% U.S. Shareholders, own, in the aggregate, more than 50% of the total combined
voting power or value of the shares. In determining whether a shareholder is treated as a 10% U.S. Shareholder, the voting power of the
shares and any special voting rights, such as to appoint directors, may also be taken into account. In addition, certain constructive
ownership rules apply, which attribute share ownership among certain family members and certain entities and their owners. Such constructive
ownership rules may also attribute share ownership to persons that are entitled to acquire shares pursuant to an option. Shareholders
who own, or contemplate owning, 10% or more of our shares (taking into account the impact of any share repurchases we may undertake and
the constructive ownership rules) are urged to consult their tax advisors.
We may be a passive foreign investment company
(PFIC) which could result in adverse U.S. federal income tax consequences to U.S. investors.
If we are determined to be a PFIC for any taxable
year (or portion thereof) that is included in the holding period of a U.S. Holder of our ordinary shares or warrants, the U.S. Holder
may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements.
We believe we were a PFIC for our taxable year ended
December 31, 2022 and we may be classified as a PFIC for the current taxable year. Our PFIC status for each taxable year will depend on
several factors, including the composition of our income and assets and the value of our assets (which may be determined in part by reference
to the market value of our TKB Class A Shares). Further, our PFIC status for the current taxable year or any other taxable year may not
be determined until after the close of the taxable year.
Accordingly, there can be no assurances with respect
to our status as a PFIC for our current taxable year or any future taxable year. If we determine we are a PFIC for any taxable year, we
will endeavor to provide to a U.S. Holder upon request such information as the IRS may require, including a PFIC Annual Information Statement,
in order to enable the U.S. Holder to make and maintain a “qualified electing fund” election, but there can be no assurance
that we will timely provide such required information, and such election would be unavailable with respect to our warrants in all cases.
We urge U.S. Holders to consult their own tax advisors regarding the possible application of the PFIC rules.
We may re-domicile or reincorporate in another
jurisdiction in connection with our initial business combination, which may result in taxes imposed on shareholders and warrant holders.
If we do not complete the Business Combination with
Wejo, we may, in connection with an alternate business combination, re-domicile or reincorporate in the jurisdiction in which the target
company or business is located or in another jurisdiction. If we determine to do this, the laws of such jurisdiction may govern some or
all of our future material agreements. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain
in implementation and interpretation as in the United States. The transaction may require a shareholder or warrant holder to recognize
taxable income in the jurisdiction in which the shareholder is a tax resident or in which its members are resident if it is a tax transparent
entity (or may otherwise result in adverse tax consequences). We do not intend to make any cash distributions to shareholders or warrant
holders to pay such taxes. Shareholders and warrant holders may be subject to withholding taxes or other taxes with respect to their ownership
of us after the reincorporation.
Registration of the TKB Class A Shares issuable
upon exercise of the warrants under the Securities Act or any state securities laws may not be in place when an investor desires to exercise
warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such
warrants to expire worthless.
Under the terms of the warrant agreement, we have
agreed that, as soon as practicable, but in no event later than 20 business days, after the closing of our initial business combination,
we will use commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement filed in connection
with our initial public offering or a new registration statement covering the registration under the Securities Act of the TKB Class A
Shares issuable upon exercise of the warrants and thereafter will use commercially reasonable efforts to cause the same to become effective
within 60 business days following our initial business combination and to maintain a current prospectus relating to the TKB Class A Shares
issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement.
We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in
the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference
therein are not current or correct or the SEC issues a stop order.
If the TKB Class A Shares issuable upon exercise
of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise their warrants on a cashless
basis, in which case the number of TKB Class A Shares that warrant holders will receive upon cashless exercise will be based on a formula.
In no event will warrants be exercisable for cash
or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance
of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption
from registration or qualification is available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified
or exempt from registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and such warrant
may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid
the full unit purchase price solely for the TKB Class A Shares included in the units. There may be a circumstance where an exemption from
registration exists for holders of our private placement warrants to exercise their warrants while a corresponding exemption does not
exist for holders of the warrants included as part of units sold in our initial public offering. In such an instance, our sponsor and
its transferees (which may include our directors and executive officers) would be able to sell the ordinary shares underlying their warrants
while holders of our public warrants would not be able to exercise their warrants and sell the underlying ordinary shares. If and when
the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying
securities for sale under all applicable state securities laws.
If our TKB Class A Shares are at the time of any exercise
of a warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities” under
Section 18(b)(1) of the Securities Act, we may, at our option, not permit holders of warrants who seek to exercise their warrants to do
so for cash and, instead, require them to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act; in the event
we so elect, we will not be required to file or maintain in effect a registration statement or register or qualify the shares underlying
the warrants under applicable state securities laws, and in the event we do not so elect, we will use commercially reasonable efforts
to register or qualify the shares underlying the warrants under applicable state securities laws to the extent an exemption is not available.
In no event will we be required to net cash settle
any warrant, or issue securities (other than upon a cashless exercise as described above) or other compensation in exchange for the warrants
in the event that we are unable to register or qualify the shares underlying the warrants under the Securities Act or applicable state
securities laws.
Warrant holders may only be able to exercise your
public warrants on a “cashless basis” under certain circumstances, and if a warrant holder does so, it will receive fewer
TKB Class A Shares from such exercise than if it were to exercise such warrants for cash.
The warrant agreement provides that in the following
circumstances holders of warrants who seek to exercise their warrants will not be permitted to do so for cash and will, instead, be required
to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act: (i) if the TKB Class A Shares issuable upon exercise
of the warrants are not registered under the Securities Act in accordance with the terms of the warrant agreement; (ii) if we have so
elected and the TKB Class A Shares is at the time of any exercise of a warrant not listed on a national securities exchange such that
they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act; and (iii) if we have so
elected and we call the public warrants for redemption. If you exercise your public warrants on a cashless basis, you would pay the warrant
exercise price by surrendering the warrants for that number of TKB Class A Shares equal to the quotient obtained by dividing (x) the product
of the number of TKB Class A Shares underlying the warrants, multiplied by the excess of the “fair market value” (defined
below) of our TKB Class A Shares (as defined in the next sentence) over the exercise price of the warrants by (y) the fair market value.
The “fair market value” for purposes of this calculation (other than in connection with a redemption) is the average last
reported sale price of the TKB Class A Shares for the 10 trading days ending on the third trading day prior to the date on which the notice
of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. If
we have elected to call the public warrants for redemption when the price per TKB Class A Share equals or exceeds $18.00 per share, the
“fair market value” for purposes of this calculation is the volume weighted average price of our TKB Class A Shares for the
10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. As a result, you
would receive fewer TKB Class A Shares from such exercise than if you were to exercise such warrants for cash.
The registration rights granted to our initial
shareholders and holders of our private placement warrants may make it more difficult to complete our initial business combination, and
the future exercise of such rights may adversely affect the market price of our TKB Class A Shares.
Pursuant to a registration rights agreement entered
into concurrently with our initial public offering, our initial shareholders and their permitted transferees can demand that we register
the TKB Class A Shares that they hold (including TKB Class A Shares into which their TKB Class B Shares are convertible), holders of our
private placement warrants and their permitted transferees can demand that we register the private placement warrants and the TKB Class
A Shares issuable upon exercise of the private placement warrants, holders of warrants that may be issued upon conversion of working capital
loans may demand that we register such warrants or the TKB Class A Shares issuable upon conversion of such warrants and forward purchasers
can demand that we register the forward purchase securities. We will bear the cost of registering these securities.
The registration and availability of such a significant
number of securities for trading in the public market may have an adverse effect on the market price of our TKB Class A Shares. In addition,
the existence of the registration rights may make our initial business combination more costly or difficult to conclude. This is because
the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration
to offset the negative impact on the market price of our TKB Class A Shares that is expected when the ordinary shares owned by our initial
shareholders, holders of our private placement warrants or holders of our working capital loans or their respective permitted transferees
are registered.
If we complete an alternate initial business combination
in lieu of the proposed Business Combination with Wejo, we may issue additional TKB Class A Shares or preference shares to complete such
alternate initial business combination, and we may issue such shares under an employee incentive plan after completion of our initial
business combination. We may also issue TKB Class A Shares upon the conversion of the TKB Class B Shares at a ratio greater than one-to-one
at the time of such alternate initial business combination as a result of the anti-dilution provisions contained in our memorandum and
articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks.
Our memorandum and articles of association authorizes
the issuance of up to 200,000,000 TKB Class A Shares, par value $0.0001 per share, 20,000,000 TKB Class B Shares, par value $0.0001 per
share, and 1,000,000 preference shares, par value $0.0001 per share. As of March 29, 2023, there are 11,116,704 and 100,000 issued
and outstanding TKB Class A Shares and TKB Class B Shares, respectively. The TKB Class B Shares are automatically convertible into TKB
Class A Shares concurrently with or immediately following the consummation of our initial business combination, initially at a one-for-one
ratio but subject to adjustment as set forth herein and in our memorandum and articles of association, including in certain circumstances
in which we issue TKB Class A Shares or equity-linked securities related to our initial business combination. Such anti-dilution adjustments
were waived in connection with the proposed Business combination. As of the date of this Annual Report, there are no preference shares
issued and outstanding.
If we complete an alternate initial business combination
in lieu of the proposed Business Combination with Wejo we may issue additional ordinary shares to complete such alternate initial business
combination or under an employee incentive plan after completion of our initial business combination. We may also issue TKB Class A Shares
to redeem the warrants or upon conversion of the TKB Class B Shares at a ratio greater than one-to-one at the time of our initial business
combination as a result of the anti-dilution provisions as set forth therein in connection with such alternate initial business combination.
However, our memorandum and articles of association provides, among other things, that prior to our initial business combination, we may
not issue additional shares that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote as a Class
with our public shares (a) on any initial business combination or (b) to approve an amendment to our memorandum and articles of association
to (x) extend the time we have to consummate a business combination beyond June 29, 2023 or (y) amend the foregoing provisions. These
provisions of our memorandum and articles of association, like all provisions of our memorandum and articles of association, may be amended
with a shareholder vote. The issuance of additional ordinary shares or preference shares, including pursuant to the forward purchase agreements:
| ● | may significantly dilute the equity interest of investors in our initial public offering; |
| ● | may subordinate the rights of holders of TKB Class A Shares if preference shares are issued with rights
senior to those afforded our TKB Class A Shares; |
| ● | could cause a change in control if a substantial number of TKB Class A Shares is issued, which may affect,
among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of
our present officers and directors; and |
| ● | may adversely affect prevailing market prices for our units, TKB Class A Shares and/or warrants. |
We may amend the terms of the warrants in a
manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then-outstanding public
warrants and forward purchase warrants. As a result, the exercise price of your warrants could be increased, the exercise period could
be shortened and the number of TKB Class A Shares purchasable upon exercise of a warrant could be decreased, all without your approval.
Our warrants were issued in registered form under
a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that
the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision but
requires the approval by the holders of at least 50% of the then-outstanding public warrants to make any change that adversely affects
the interests of the registered holders of public warrants and forward purchase warrants. Accordingly, we may amend the terms of the public
warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding public warrants and forward purchase warrants
approve of such amendment and, solely with respect to any amendment to the terms of the private placement warrants or any provision of
the warrant agreement with respect to the private placement warrants, 50% of the number of the then-outstanding private placement warrants.
Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then-outstanding public warrants
and forward purchase warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise
price of the warrants, convert the warrants into cash or shares (at a ratio different than initially provided), shorten the exercise period
or decrease the number of TKB Class A Shares purchasable upon exercise of a warrant.
Our warrant agreement designates the courts of
the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain
types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to
obtain a favorable judicial forum for disputes with our company.
Our warrant agreement provides that, subject to applicable
law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the
Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern
District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any
such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient
forum.
Notwithstanding the foregoing, these provisions of
the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim
for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing
or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions
in our warrant agreement. If any action, the subject matter of which is within the scope the forum provisions of the warrant agreement,
is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York,
or a foreign action, in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction
of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the
forum provisions, or an enforcement action, and (y) having service of process made upon such warrant holder in any such enforcement action
by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.
This choice-of-forum provision may limit a warrant
holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage
such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect
to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters
in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result
in a diversion of the time and resources of our management and board of directors.
We may redeem your unexpired warrants prior to
their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
We have the ability to redeem the outstanding public
warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last
reported sale price of our TKB Class A Shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares
issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 trading-day period ending on the third
trading day prior to proper notice of such redemption and provided that certain other conditions are met. None of the private placement
warrants will be redeemable by us in these circumstances for so long as they are held by our sponsor or its permitted transferees. If
and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying
securities for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the
holders are otherwise unable to exercise the warrants. Redemption of the outstanding warrants could force you to (i) exercise your warrants
and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current
market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding
warrants are called for redemption, we expect would be substantially less than the market value of your warrants.
In addition, we have the ability to redeem the outstanding
public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant, upon a minimum
of 30 days’ prior written notice of redemption, provided that the last reported sale price of our TKB Class A Shares equals or exceeds
$10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any
20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and provided
that certain other conditions are met, including that holders will be able to exercise their warrants prior to redemption for a number
of TKB Class A Shares determined based on the redemption date and the fair market value of our TKB Class A Shares. The value received
upon exercise of the warrants (i) may be less than the value the holders would have received if they had exercised their warrants at a
later time when the underlying share price is higher and (ii) may not compensate the holders for the value of the warrants, including
because the number of TKB Class A Shares received is capped at 0.361 TKB Class A Shares per warrant (subject to adjustment) irrespective
of the remaining life of the warrants.
Our warrants and founder shares may have an adverse
effect on the market price of our TKB Class A Shares and make it more difficult to effectuate our initial business combination.
We issued warrants to purchase 11,500,000 TKB Class
A Shares as part of the units offered in our initial public offering and, simultaneously with the closing of our initial public offering,
we issued in a private placement an aggregate of 10,750,000 private placement warrants, each exercisable to purchase one TKB Class A Share
at $11.50 per share. We may also issue up to 4,800,000 forward purchase warrants in connection with the issuance of forward purchase securities
under the forward purchase agreements. Our initial shareholders currently own an aggregate of 5,750,000 founder shares, which consists
of 5,650,000 TKB Class A Shares held by our Sponsor which shares were converted from TKB Class B Shares on January 18, 2023, and 100,000
TKB Class B Shares held by our independent directors. In addition, if our sponsor or an affiliate of our sponsor or certain of our officers
and directors makes any working capital loans, such lender may convert those loans into up to an additional 1,500,000 private placement
warrants, at the price of $1.00 per warrant.
To the extent we issue TKB Class A Shares for any
reason, including to effectuate the proposed Business Combination with Wejo, the potential for the issuance of a substantial number of
additional TKB Class A Shares upon exercise of these warrants and conversion rights could make us a less attractive acquisition vehicle
to a target business. Such warrants, when exercised, will increase the number of issued and outstanding TKB Class A Shares and reduce
the value of the TKB Class A Shares issued to complete the business combination. Therefore, our warrants and founder shares may make it
more difficult to effectuate a business transaction or increase the cost of acquiring the target business.
Because each unit contains one-half of one warrant
and only a whole warrant may be exercised, the units may be worth less than units of other special purpose acquisition companies.
Each unit contains one-half of one warrant. Pursuant
to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole units will trade. If, upon
exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to
the nearest whole number the number of TKB Class A Shares to be issued to the warrant holder. This is different from other offerings similar
to ours whose units include one ordinary share and one warrant to purchase one whole share. We have established the components of the
units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants
will be exercisable in the aggregate for one-half of the number of shares compared to units that each contain a whole warrant to purchase
one share, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless, this unit structure may cause
our units to be worth less than if it included a warrant to purchase one whole share.
A provision of our warrant agreement may make it
more difficult for us to consummate an initial business combination.
If (i) we issue additional TKB Class A Shares
or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly
Issued Price (as defined in the warrant agreement) of less than $9.20 per TKB Class A Share, (ii) the aggregate gross proceeds from such
issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business
combination on the date of the consummation of our initial business combination (net of redemptions), and (iii) the Market Value (as defined
in the warrant agreement) of our TKB Class A Shares is below $9.20 per share, then the exercise price of the warrants will be adjusted
(to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption
trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price,
and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value
and the Newly Issued Price. This may make it more difficult for us to consummate an initial business combination with a target business.
An active trading market for our securities may
not develop, which would adversely affect the liquidity and price of our securities.
The price of our securities may vary significantly
due to one or more potential business combinations and general market or economic conditions, including as a result of the COVID-19 outbreak
and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases). Furthermore, an
active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities
unless a market can be established and sustained.
Our warrants are accounted for as a warrant liability
and are recorded at fair value with any changes in fair value each period reported in earnings, which may have an adverse effect on the
market price of our securities or may make it more difficult for us to consummate an initial business combination.
We currently have 22,250,000 warrants outstanding.
We account for these warrants as a warrant liability, which means that we record them at fair value with any changes in fair value each
period reported in earnings as determined by us based upon a valuation report obtained from an independent third-party valuation firm.
The impact of changes in fair value on earnings may have an adverse effect on the market price of our securities, including as a result
of increased volatility in our earnings due to fluctuations in the value of the warrants as well as increased costs associated with obtaining
such valuations. In addition, potential targets may seek a business combination partner that does not have warrants that are accounted
for as a warrant liability, which may make it more difficult for us to consummate an initial business combination with a target business.
General Risk Factors
We are a blank check company with no operating
history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
We are a blank check company incorporated under the
laws of the Cayman Islands with no operating results. Because we lack an operating history, you have no basis upon which to evaluate our
ability to achieve our business objective of completing our initial business combination. If we fail to complete our initial business
combination, we will never generate any operating revenues.
Our independent registered public accounting firm’s
report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”
As of December 31, 2022, we had $124,237 in cash
and working capital deficit of $1,199,323. Further, we have incurred and expect to continue to incur significant costs in pursuit of our
acquisition plans. Our plans to raise capital and to consummate our initial business combination may not be successful. These conditions
raise substantial doubt about our ability to continue as a going concern. Management’s plans to address this need for capital are
discussed under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this
Annual Report. The financial statements contained in this Annual Report do not include any adjustments that might result from the outcome
of this uncertainty.
We are an emerging growth company and a smaller
reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements
available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and
may make it more difficult to compare our performance with other public companies.
We are an “emerging growth company”
within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being
required to comply with the auditor internal controls attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure
obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding
a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company
for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our TKB Class
A Shares held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case, we would no longer be an emerging
growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we
will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions,
the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities
and the trading prices of our securities may be more volatile.
Further, Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but
any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when
a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company,
can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our
financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted
out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Additionally, we are a “smaller reporting company”
as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations,
including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until
the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equaled or exceeded $250 million
as of the prior June 30th, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and
the market value of our ordinary shares held by non-affiliates equaled or exceeded $700 million as of the prior June 30th.
To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other
public companies difficult or impossible.
Provisions in our memorandum and articles of association
and Cayman Islands law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our
TKB Class A Shares and could entrench management.
Our memorandum and articles of association contains
provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions
include a staggered board of directors and the ability of the board of directors to designate the terms of and issue new series of preference
shares, which may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of
a premium over prevailing market prices for our securities.
Provisions in our memorandum and articles of association
and Cayman Islands law may have the effect of discouraging lawsuits against our directors and officers.
Cayman Islands law does not limit the extent to which
a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent
any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against
willful default, fraud or the consequences of committing a crime. Our memorandum and articles of association provide for indemnification
of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such,
except through their own actual fraud, willful default or willful neglect. We purchased a policy of directors’ and officers’
liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances
and insures us against our obligations to indemnify our officers and directors.
Our officers and directors have agreed to waive any
right, title, interest or claim of any kind in or to any monies in the Trust Account, and have agreed to waive any right, title, interest
or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse
against the Trust Account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us
if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate an initial business combination.
Our indemnification obligations may discourage shareholders
from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect
of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might
otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay
the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.
We believe that these provisions, the insurance and
the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.
Cyber incidents or attacks directed at us
could result in information theft, data corruption, operational disruption and/or financial loss.
We depend on digital technologies, including information
systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and
deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the
cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data.
As an early-stage company without significant investments
in data security protection, we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately
protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences,
or a combination of them, could have adverse consequences on our business and lead to financial loss.
Because we are incorporated under the laws of the
Cayman Islands, your ability to protect your rights through the U.S. Federal courts may be limited.
We are an exempted company incorporated under the
laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon
our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers.
Our corporate affairs will be governed by our memorandum
and articles of association, the Companies Act (as the same may be supplemented or amended from time to time) and the common law of the
Cayman Islands. We will also be subject to the federal securities laws of the United States. The rights of shareholders to take action
against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands
law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from
comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of
persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities
of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions
in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and
certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman
Islands companies may not have standing to initiate a shareholders’ derivative action in a Federal court of the United States.
We have been advised by our Cayman Islands legal
counsel that the courts of the Cayman Islands are unlikely: (i) to recognize or enforce against us judgments of courts of the United States
predicated upon the civil liability provisions of the federal securities law of the United States or any state; and (ii) in original actions
brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities
laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances,
although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman
Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits
based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for
which judgment has been given, provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such
judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent
with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a
kind the enforcement of which is, contrary to natural justice or the public policy or the Cayman Islands (awards of punitive or multiple
damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings
are being brought elsewhere.
As a result of all of the above, public shareholders
may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or
controlling shareholders than they would as public shareholders of a United States company.
Proposals by the Biden administration could lead
to changes in tax laws that could negatively impact our effective tax rate and subject our shareholders to negative tax consequences.
The Biden administration has proposed increases, among
other things, to the U.S. corporate income tax rate from 21% to 28%, and to the top tax rate on capital gains. If any of these (or similar)
proposals are ultimately enacted into law, in whole or in part, they could have a negative impact to our effective tax rate and subject
our shareholders to negative tax consequences. We cannot predict the likelihood, timing or substance of U.S. tax reform and will continue
to monitor the progress of U.S. tax reform, as well as other global tax reform initiatives.