UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): April 13, 2023
TKB CRITICAL TECHNOLOGIES 1
(Exact
name of registrant as specified in its charter)
Cayman Islands |
|
001-40959 |
|
98-1601095 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
400 Continental Blvd, Suite 600
El Segundo, CA 90245
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (310) 426-2055
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☒ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title of
each class |
|
Trading Symbol(s) |
|
Name of each
exchange on which registered |
Units,
each consisting of one Class A ordinary share and one-half of one redeemable warrant |
|
USCTU |
|
The Nasdaq Stock Market, LLC |
Class A ordinary shares,
par value $0.0001 per share |
|
USCT |
|
The Nasdaq Stock Market, LLC |
Warrants,
each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share |
|
USCTW |
|
The Nasdaq Stock Market, LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01.
Regulation FD Disclosure.
As
previously announced, on January 10, 2023, TKB Critical Technologies 1, a Cayman Islands exempted company (“TKB”), entered
into a business combination agreement, as amended on March 27, 2023 (as it may be further amended, restated, supplemented or otherwise
modified from time to time, the “Business Combination Agreement”) with Wejo Group Limited, an exempted company limited by
shares incorporated under the laws of Bermuda (“Wejo”).
On
April 13, 2023, TKB and Wejo issued a joint press
release announcing the filing of the Registration Statement on Form S-4, in
connection with their previously announced business combination. The press release is attached hereto as Exhibit 99.1 and is incorporated
by reference herein.
The
information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities
under that section, and shall not be deemed to be incorporated by reference into the filings of TKB under the Securities Act or the Exchange
Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission
as to the materiality of any information in this Item 7.01, including Exhibit 99.1.
Cautionary
Statement Regarding Forward-Looking Statements
This
Current Report on Form 8-K, and the exhibit hereto, include “forward-looking statements” within the meaning of the “safe
harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. All statements other than statements
of historical fact contained in this communication are forward-looking statements. Forward-looking statements with respect to TKB, Wejo
and their potential business combination and related transactions (the “Potential Business Combination”), include statements
regarding the anticipated benefits of the Potential Business Combination, the anticipated timing of the Potential Business Combination,
the products and services offered by Wejo and the markets in which it operates (including future market opportunities), Wejo’s
projected future results, future financial condition and performance and expected financial impacts of the Potential Business Combination
(including future revenue, pro forma enterprise value and cash balance), the satisfaction of closing conditions to the Potential Business
Combination and the level of redemptions of TKB’s public shareholders, and Wejo’s expectations, intentions, strategies, assumptions
or beliefs about future events, results of operations or performance or that do not solely relate to historical or current facts. These
forward-looking statements generally are identified by the words “anticipate,” “believe,” “estimate,”
“expect,” “forecast,” “future,” “intend,” “may,” “opportunity,”
“plan,” “potential,” “project,” “representative of,” “scales,” “should,”
“strategy,” “valuation,” “will,” “will be,” “will continue,” “will
likely result,” “would,” and similar expressions (or the negative versions of such words or expressions). Forward-looking
statements are based on current assumptions, estimates, expectations, and projections of the management of TKB and Wejo and, as a result,
are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements
in this communication, including but not limited to: (i) the risk that the Potential Business Combination may not be completed in a timely
manner or at all, which may adversely affect the price of TKB’s and Wejo’s securities, (ii) the risk that the Potential Business
Combination may not be completed by TKB’s business combination deadline and the potential failure to obtain an extension of the
business combination deadline if sought by TKB, (iii) the failure to satisfy the conditions to the consummation of the Potential Business
Combination, including the approval of the Potential Business Combination by the shareholders of TKB and Wejo, the satisfaction of the
minimum trust account amount following any redemptions by TKB’s public shareholders (if applicable), the failure by Wejo to obtain
the additional financing required to complete the Potential Business Combination, and the receipt of certain governmental and other third-party
approvals (or that such approvals result in the imposition of conditions that could reduce the anticipated benefits from the Potential
Business Combination or cause the parties to abandon the Potential Business Combination), (iv) the lack of a fairness opinion from Wejo
in determining whether or not to pursue the Potential Business Combination, (v) the occurrence of any event, change or other circumstance
that could give rise to the termination of the definitive agreements relating to the Potential Business Combination, (vi) the effect
of the announcement or pendency of the Potential Business Combination on Wejo’s business relationships, operating results, performance
and business generally, (vii) risks that the Potential Business Combination disrupts current plans and operations of Wejo and the disruption
of management’s attention due to the Potential Business Combination, (viii) the outcome of any legal proceedings that may be instituted
against TKB or Wejo related to the Potential Business Combination, (ix) the ability to maintain the listing of the securities of the
surviving entity resulting from the Potential Business Combination on a national securities exchange, (x) changes in the combined capital
structure of TKB and Wejo following the Potential Business Combination, (xi) changes in the competitive industries and markets in which
Wejo operates or plans to operate, (xii) changes in laws and regulations affecting Wejo’s business, (xiii) the ability to implement
business plans, forecasts, and other expectations after the completion of the Potential Business Combination, and identify and realize
additional opportunities, (xiv) risks related to the uncertainty of Wejo’s projected financial information, (xv) risks related
to Wejo’s rollout of its business and the timing of expected business milestones, (xvi) risks related to Wejo’s potential
inability to achieve or maintain profitability and generate cash, (xvii) current and future conditions in the global economy, including
as a result of the impact of the COVID-19 pandemic, inflation, supply chain constraints, and other macroeconomic factors and their impact
on Wejo, its business and markets in which it operates, (xviii) the ability of Wejo to maintain relationships with customers, suppliers
and others with whom Wejo does business, (xix) the potential inability of Wejo to manage growth effectively, (xx) the enforceability
of Wejo’s intellectual property, including its patents and the potential infringement on the intellectual property rights of others,
(xxi) costs or unexpected liabilities related to the Potential Business Combination and the failure to realize anticipated benefits of
the Potential Business Combination or to realize estimated pro forma results and underlying assumptions, including with respect to estimated
shareholder redemptions, (xxii) changes to the proposed structure of the Potential Business Combination that may be required or are appropriate
as a result of applicable laws or regulations, (xxiii) the ability to recruit, train and retain qualified personnel, and (xxiv) the ability
of the surviving entity resulting from the Potential Business Combination to issue equity or obtain financing.
The
foregoing list of factors that may affect the business, financial condition or operating results of TKB and/or Wejo is not exhaustive.
Additional factors are set forth in their respective filings with the U.S. Securities and Exchange Commission (the “SEC”),
and further information concerning TKB and Wejo may emerge from time to time. In particular, you should carefully consider the foregoing
factors and the other risks and uncertainties described in the “Risk Factors” section of (a) TKB’s (i) prospectus filed
with the SEC on October 28, 2021, and (ii) Annual Report on Form 10-K for the year ended December 31, 2022, filed with
the SEC on April 4, 2023, (b) Wejo’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with
the SEC on April 3, 2023, and (c) other documents filed or to be filed by TKB and/or Wejo with the SEC (including a registration
statement on Form S-4 to be filed in connection with the Potential Business Combination). There may be additional risks that neither
TKB nor Wejo presently know or that TKB and Wejo currently believe are immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. Readers are urged to consider these factors carefully in evaluating these forward-looking
statements.
Forward-looking
statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements. TKB
and Wejo expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in their expectations with respect thereto or any change in events, conditions, or circumstances
on which any statement is based, except as required by law, whether as a result of new information, future events, or otherwise. Neither
TKB nor Wejo gives any assurance that either TKB, Wejo or the combined company will achieve its expectations.
No
Offer or Solicitation.
This
communication does not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities
in any jurisdiction, or the solicitation of any proxy, vote, consent or approval in any jurisdiction in connection with the Potential
Business Combination or any related transactions, nor shall there be any sale, issuance or transfer of any securities in any jurisdiction
where, or to any person to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. This communication
does not constitute either advice or a recommendation regarding any securities. This communication is restricted by law; it is not intended
for distribution to, or use by any person in, any jurisdiction where such distribution or use would be contrary to local law or regulation.
No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act,
as amended, or exemptions therefrom.
NONE
OF THE SEC NOR ANY OTHER SECURITIES COMMISSION OR SIMILAR REGULATORY AGENCY OF ANY OTHER U.S. OR NON-U.S. JURISDICTION HAS REVIEWED,
EVALUATED, APPROVED, DISAPPROVED, PASSED UPON OR ENDORSED THE MERITS OF, THE POTENTIAL BUSINESS COMBINATION OR ADEQUACY OF THE INFORMATION
CONTAINED HEREIN, OR DETERMINED THAT THIS COMMUNICATION IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
To
the fullest extent permitted by law, in no circumstances will TKB, Wejo or any of their respective subsidiaries, shareholders, affiliates,
representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential
loss or loss of profit arising from the use of this communication, its contents (including the internal economic models), its omissions,
reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith.
Important
Information About the Proposed Business Combination and Where to Find It.
In
connection with the Potential Business Combination, TKB and Wejo have filed a registration statement on Form S-4, which includes a document
that serves as a joint prospectus and proxy statement, referred to as a proxy statement/prospectus. A proxy statement/prospectus will
be sent to all shareholders of TKB and Wejo. TKB and Wejo will also file other documents regarding the Potential Business Combination
with the SEC. Before making any voting or investment decision, investors and security holders of TKB and Wejo are urged to read the registration
statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with
the Potential Business Combination as they become available because they will contain important information about the Potential Business
Combination. Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus
and all other relevant documents filed or that will be filed with the SEC by TKB and Wejo through the website maintained by the SEC at
www.sec.gov.
The
documents filed by TKB with the SEC also may be obtained free of charge upon written request to TKB Critical Technologies 1,400 Continental
Blvd, Suite 6000, El Segundo, CA 90245 or via email at ablatteis@tkbtech.com.
The
documents filed by Wejo with the SEC also may be obtained free of charge upon written request to Wejo Group Limited, ABC Building, 21-23
Quay Street, Manchester, M3 4A or via email at investor.relations@wejo.com.
Participants
in the Solicitation.
This
Current Report on Form 8-K and the exhibit hereto may be deemed solicitation material in respect of the Potential Business Combination.
TKB, Wejo and their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed
to be participants in the solicitation of proxies from TKB’s or Wejo’s shareholders in connection with the Potential Business
Combination. A list of the names of such directors and executive officers, and information regarding their interests in the Potential
Business Combination and their ownership of TKB’s or Wejo’s securities, as applicable, are, or will be, contained in their
respective filings with the SEC. Additional information regarding the interests of those persons and other persons who may be deemed
participants in the Potential Business Combination may be obtained by reading the proxy statement/prospectus regarding the Potential
Business Combination when it becomes available. You may obtain free copies of these documents as described above.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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TKB CRITICAL TECHNOLOGIES I |
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|
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By: |
/s/
Angela Blatteis |
|
Name: |
Angela Blatteis |
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Title: |
Co-Chief Executive Officer and Chief Financial Officer |
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Dated: April 13, 2023 |
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