UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 14A
Information
Required in Proxy Statement
Schedule 14A Information
Proxy
Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed
by the Registrant |
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Filed
by a Party other than the Registrant |
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Check
the appropriate box:
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Preliminary
Proxy Statement |
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive
Proxy Statement |
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Definitive
Additional Materials |
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Soliciting
Material Pursuant to §240.14a-12 |
TKB
Critical Technologies 1
(Name
of Registrant as Specified in its Charter)
(Name
of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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No
fee required. |
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Fee
paid previously with preliminary materials. |
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Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
TKB
Critical Technologies 1
2340 Collins Avenue, Suite 402
Miami Beach, FL 33141
(949)
720-7133
PROXY
STATEMENT FOR EXTRAORDINARY GENERAL MEETING
OF
TKB CRITICAL TECHNOLOGIES 1
Dear
Shareholders of TKB Critical Technologies 1:
You
are cordially invited to attend (in person or by proxy) the extraordinary general meeting of TKB Critical Technologies 1, a Cayman Islands
exempted company (the “company”, “we”, “us” or “our”), to be held on September 7, 2023
at 9:00 a.m., Eastern time, at the offices of Loeb & Loeb LLP, located at 901 New York Avenue NW; Suite 300 East; Washington, DC
20001 (the “general meeting”), or at such other time, on such other date and at such other place to which the meeting may
be postponed or adjourned, and the general meeting will be available to attend via teleconference. For the purposes of the articles of
association of the company, the physical place of the meeting will be the offices of Loeb & Loeb LLP located at 901 New York Avenue
NW; Suite 300 East; Washington, DC 20001. You will also be able to attend the general meeting via teleconference, vote, and submit your
questions during the general meeting using the following dial-in information:
Telephone
access:
Within the U.S.:
1-877-853-5257 (toll-free)
Outside of the U.S.:
1-470-381-2552 (standard rates apply)
Meeting ID:
3973798432
Shareholders
are encouraged to attend the meeting via teleconference and will be afforded the same rights and opportunities to vote, ask questions
and participate as they would at an in-person extraordinary general meeting. The accompanying proxy statement is dated August 25, 2023,
and is first being mailed to shareholders of the company on or about August 25, 2023.
Even if you are planning on attending the general
meeting telephonically, please promptly submit your proxy vote by completing, dating, signing and returning the enclosed proxy. It is
strongly recommended that you complete and return your proxy card before the general meeting date to ensure that your shares will be represented
at the general meeting. Instructions on how to vote your shares are in the accompanying proxy statement and the other proxy materials
you received for the general meeting.
The
general meeting is being held to consider and vote upon the following proposals:
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1. |
Proposal
No. 1 — The Name Change Proposal — as a special resolution, to amend the company’s Amended and Restated Memorandum
and Articles of Association (the “charter”) pursuant to an amendment to the charter in the form set forth in Annex
A of the accompanying proxy statement to change the name of the company from TKB Critical Technologies 1 to “Roth CH Acquisition
Co.”. |
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2. |
Proposal
No. 2 — The Adjournment Proposal — as an ordinary resolution, to approve the adjournment of the general meeting to
a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient
votes for, or otherwise in connection with, the approval of the name change proposal (the “adjournment proposal”), which
will be presented at the general meeting if, based on the tabulated votes, there are not sufficient votes at the time of the general
meeting to approve the foregoing proposal, in which case the adjournment proposal will be the only proposal presented at the general
meeting. |
Each
of the proposals is more fully described in the accompanying proxy statement, which you are encouraged to read carefully.
Approval
of the name change proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority
of at least two-thirds of the Class A ordinary shares, par value of $0.0001 per share (the “Class A ordinary shares”) and
the Class B ordinary shares, par value of $0.0001 per share, of the company (the “Class B ordinary shares,” and together
with the Class A ordinary shares, the “ordinary shares”), who, being present and entitled to vote at the general meeting,
vote at the general meeting.
Approval
of the adjournment proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a
majority of the ordinary shares who, being present and entitled to vote at the general meeting, vote at the general meeting.
THE
COMPANY’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE PROPOSALS.
The
board has fixed the close of business on August 24, 2023, as the record date for the general meeting (the “record date”).
Only shareholders of record on August 24, 2023 are entitled to notice of and to vote at the general meeting or any postponement or adjournment
thereof. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.
All of our shareholders are cordially invited
to attend, vote, and submit your questions during the general meeting at the offices of Loeb & Loeb LLP, located at 901 New York Avenue
NW; Suite 300 East; Washington, DC 20001 or via teleconference, using the following dial-in information:
Telephone
access:
Within the U.S.:
1 877-853-5257 (toll-free)
Outside of the U.S.:
1 470-381-2552 (standard rates apply)
Meeting ID:
3973798432
To
ensure your representation at the general meeting, however, you are urged to complete, sign, date and return your proxy card as soon
as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote
your shares. You may revoke your proxy card at any time prior to the general meeting.
A
shareholder’s failure to vote in person or by proxy will not be counted towards the number of ordinary shares required to validly
establish a quorum. Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is
established but will have no effect on any of the proposals. We believe that each of the proposals is a “non-discretionary”
matter, and therefore, there will not be any broker non-votes at the general meeting.
YOUR
VOTE IS IMPORTANT. Please sign, date and return your proxy card as soon as possible. You are requested to carefully read the proxy statement
and accompanying Notice of General Meeting for a more complete statement of matters to be considered at the general meeting.
If
you have any questions or need assistance voting your ordinary shares, please contact Advantage Proxy, our proxy solicitor, by calling
877-870-8565, or banks and brokers can call collect at 206-870-8565, or by emailing KSmith@advantageproxy.com.
On
behalf of the board, we would like to thank you for your support of TKB Critical Technologies 1.
By
Order of the Board,
/s/
Byron Roth |
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Byron
Roth |
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Co-
Chief Executive Officer and Co-Chairman of the Board
August
25, 2023 |
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If
you return your proxy card signed and without an indication of how you wish to vote, your shares will be voted “FOR” each
of the proposals.
This
proxy statement is dated August 25, 2023
and is first being mailed to our shareholders with the form of proxy on or about August 25, 2023.
IMPORTANT
Whether
or not you expect to attend the general meeting, you are respectfully requested by the board of the company to sign, date and return
the enclosed proxy promptly, or follow the instructions contained in the proxy card or voting instructions provided by your broker. If
you grant a proxy, you may revoke it at any time prior to the general meeting.
TKB
CRITICAL TECHNOLOGIES 1
2340 Collins Avenue, Suite 402
Newport Beach, CA
(949)
720-7133
NOTICE
OF THE EXTRAORDINARY GENERAL MEETING
TO BE HELD ON SEPTEMBER 7, 2023
Dear
Shareholders of TKB Critical Technologies 1:
NOTICE
IS HEREBY GIVEN that the extraordinary general meeting in lieu of the annual general meeting of TKB Critical Technologies 1, a Cayman
Islands exempted company (the “company”, “we”, “us” or “our”), will be held on September
7, 2023, at 9:00 a.m., Eastern time, at the offices of Loeb & Loeb LLP, located at 901 New York Avenue NW; Suite 300 East; Washington,
DC 20001 (the “general meeting”), or at such other time, on such other date and at such other place to which the meeting
may be postponed or adjourned and the general meeting will be available to attend via teleconference. For the purposes of the articles
of association of the company, the physical place of the meeting will be the offices of Loeb & Loeb LLP located at 901 New York Avenue
NW; Suite 300 East; Washington, DC 20001. You will also be able to attend the general meeting, vote, and submit your questions during
the general meeting via teleconference, using the following dial-in information:
Telephone
access:
Within the U.S. and Canada:
1 877-853-5257 (toll-free)
Outside of the U.S. and Canada:
1 470-381-2552 (standard
rates apply)
Meeting ID:
3973798432
Shareholders
are encouraged to attend the meeting via teleconference and will be afforded the same rights and opportunities to vote, ask questions
and participate as they would at an in-person extraordinary general meeting.
The
general meeting will be held to consider and vote upon the following proposals:
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1. |
Proposal
No. 1 — The Name Change Proposal — as a special resolution, to amend the company’s Amended and Restated Memorandum
and Articles of Association (the “charter”) pursuant to an amendment to the charter in the form set forth in Annex
A of the accompanying proxy statement to change the name of the company from TKB Critical Technologies 1 to Roth CH Acquisition
Co. |
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2. |
Proposal
No. 2 — The Adjournment Proposal — as an ordinary resolution, to approve the adjournment of the general meeting to
a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient
votes for, or otherwise in connection with, the approval of the name change proposal (the “adjournment proposal”), which
will be presented at the general meeting if, based on the tabulated votes, there are not sufficient votes at the time of the general
meeting to approve the foregoing proposals, in which case the adjournment proposal will be the only proposal presented at the general
meeting. |
The
above matters are more fully described in the accompanying proxy statement. We urge you to read carefully the accompanying proxy statement
in its entirety.
Approval
of the name change proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority
of at least two-thirds of the Class A ordinary shares, par value of $0.0001 per share (the “Class A ordinary shares”)and
the Class B ordinary shares, par value $0.0001 per share, of the company (the “Class B ordinary shares,” and together with
the Class A ordinary shares, the “ordinary shares”), who, being present and entitled to vote at the general meeting, vote
at the general meeting.
Approval
of the adjournment proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a
majority of the ordinary shares who, being present and entitled to vote at the general meeting, vote at the general meeting.
If
the name change proposal is not approved, we will not be able to amend the name of the company.
Only
shareholders of record of the company as of the close of business on August 24, 2023 (the “record date”) are entitled to
notice of, and to vote at, the general meeting or any adjournment or postponement thereof. Each ordinary share entitles the holder thereof
to one vote. On the record date, there were 7,869,236 ordinary shares issued and outstanding, including (i) 7,794,236 Class A ordinary
shares and (ii) 75,000 Class B ordinary shares. The company’s warrants do not have voting rights in connection with the proposals.
YOUR
VOTE IS IMPORTANT. Proxy voting permits shareholders unable to attend the general meeting in person to vote their shares through a proxy.
By appointing a proxy, your shares will be represented and voted in accordance with your instructions. You can vote your shares by completing
and returning your proxy card or by completing the voting instruction form provided to you by your broker. Proxy cards that are signed
and returned but do not include voting instructions will be voted by the proxy as recommended by the board. You can change your voting
instructions or revoke your proxy at any time prior to the general meeting by following the instructions included in this proxy statement
and on the proxy card.
It
is strongly recommended that you complete and return your proxy card before the general meeting date to ensure that your shares will
be represented at the general meeting. You are urged to review carefully the information contained in the enclosed proxy statement prior
to deciding how to vote your shares. If you have any questions or need assistance voting your ordinary shares, please contact Advantage
Proxy, our proxy solicitor, by calling 877-870-8565, or banks and brokers can call collect at 206-870-8565, or by emailing KSmith@advantageproxy.com.
By
Order of the Board,
/s/
Byron Roth |
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Byron
Roth |
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Co-Chairman
of the Board
August
25, 2023 |
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IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON SEPTEMBER 7, 2023
This Notice of General Meeting and Proxy Statement,
our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission (the
“SEC”) on April 4, 2023 and our Form 10-K/A filed with the SEC on April 14, 2023 (our “annual report”),
and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023 and June 30, 203, as filed with the SEC on May 15,
2023 and August 18, 2023, respectively, are available at www.sec.gov.
TABLE
OF CONTENTS
TKB
CRITICAL TECHNOLOGIES 1
PROXY STATEMENT
FOR
THE EXTRAORDINARY GENERAL MEETING
To Be Held at 9:00 a.m., Eastern time, on September 7, 2023
This
proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors
(the “board”) for use at the extraordinary general meeting in lieu of the annual general meeting of TKB Critical Technologies
1, a Cayman Islands exempted company (the “company”, “we”, “us” or “our”), and any postponements,
adjournments or continuations thereof (the “general meeting”). The general meeting will be held on September 7, 2023 at 9:00
a.m., Eastern time, at the offices of Loeb & Loeb LLP, located at 901 New York Avenue NW; Suite 300 East; Washington, DC 20001 (the
“general meeting”), or at such other time, on such other date and at such other place to which the meeting may be postponed
or adjourned and the general meeting will be available to attend via teleconference. For the purposes of the articles of association
of the company, the physical place of the meeting will be the offices of Loeb & Loeb LLP located at 901 New York Avenue NW; Suite
300 East; Washington, DC 20001. You will also be able to attend the general meeting, vote, and submit your questions during the general
meeting via teleconference, using the following dial-in information:
Telephone
access:
Within the U.S. and Canada:
1 877-853-5257 (toll-free)
Outside of the U.S. and Canada:
1 470-381-2552 (standard
rates apply)
Meeting ID:
3973798432
Shareholders
are encouraged to attend the meeting via teleconference and will be afforded the same rights and opportunities to vote, ask questions
and participate as they would at an in-person extraordinary general meeting.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
proxy statement contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking
statements may relate to the company’s “initial business combination” (as defined below) and any other statements relating
to future results, strategy and plans of the company (including statements which may be identified by the use of the words “plans,”
“expects” or “does not expect,” “estimated,” “is expected,” “budget,” “scheduled,”
“estimates,” “forecasts,” “intends,” “anticipates” or “does not anticipate,”
“targets,” “projects,” “contemplates,” “predicts,” “potential,” “continue,”
or “believes,” or variations of such words and phrases or state that certain actions, events or results “may,”
“could,” “would,” “should,” “might,” “will” or “will be taken,”
“occur” or “be achieved”).
Forward-looking
statements are based on the opinions and estimates of management of the company as of the date such statements are made, and they are
subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity,
performance or achievements to be materially different from those expressed or implied by such forward-looking statements. These risks
and uncertainties include, but are not limited to:
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our
being a company with no operating history and no operating revenues; |
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our
ability to select an appropriate target business or businesses; |
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our
ability to complete our initial business combination; |
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our
expectations around the performance of a prospective target business or businesses; |
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our
success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business
combination; |
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our
directors and officers allocating their time to other businesses and potentially having conflicts of interest with our business or
in approving our initial business combination; |
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our
potential ability to obtain additional financing to complete our initial business combination; |
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our
pool of prospective target businesses in the technology industry and the effects on these sectors of broader economic trends, including
the effects of COVID -19; |
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Our
search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially
adversely affected by the geopolitical conditions resulting from the recent invasion of Ukraine by Russia and subsequent sanctions
against Russia, Belarus and related individuals and entities and the status of debt and equity markets, as well as protectionist
legislation in our target markets |
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changes
in laws or regulations or how such laws or regulations are interpreted or applied, or a failure to comply with any laws or regulations,
may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results
of operations; |
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the
ability of our directors and officers to generate a number of potential business combination opportunities; |
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our
ability to consummate an initial business combination due to the uncertainty resulting from COVID-19; |
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the
ability of our directors and officers to generate potential business combination opportunities; |
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our
public securities’ potential liquidity and trading; |
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the
use of proceeds not held in the trust account (as defined below) or available to us from interest income on the trust account balance; |
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the
trust account not being subject to claims of third parties; |
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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,” since we will cease all operations except for the purpose of liquidating
if we are unable to complete an initial business combination by the extended date; and |
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our
financial performance. |
Additional
information on these and other factors that may cause actual results and the company’s performance to differ materially is included
in the company’s periodic reports filed with the SEC, including, but not limited to, our annual report including those factors
described under the heading “Risk Factors” therein, and subsequent Quarterly Reports on Form 10-Q. Copies of the company’s
filings with the SEC are available publicly on the SEC’s website at www.sec.gov or may be obtained by contacting the company.
Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may
vary in material respects from those projected in these forward-looking statements. Readers are cautioned not to place undue reliance
upon any forward-looking statements, which speak only as of the date made. These forward-looking statements are made only as of the date
hereof, and the company undertakes no obligations to update or revise the forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
RISK
FACTORS
You
should consider carefully all of the risks described in our Annual Report on Form 10-K filed with the SEC on April 4, 2023
and amended on April 14, 2023 and our Quarterly Reports on Form 10-Q filed with the SEC on May 15, 2023 and August 18,
2023, respectively, and in the other reports we file with the SEC before making a decision to invest in our securities. Furthermore,
if any of the following events occur, our business, financial condition and operating results may be materially adversely affected or
we could face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.
The risks and uncertainties described in the aforementioned filings and below are not the only ones we face. Additional risks and uncertainties
that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business,
financial condition and operating results or result in our liquidation.
The
SEC has recently issued proposed rules to regulate special purpose acquisition companies. Certain of the procedures that we, a potential
business combination target, or others may determine to undertake in connection with such proposals may increase our costs and the time
needed to complete our initial business combination and may constrain the circumstances under which we could complete a business combination.
On
March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”) relating, among other items, to disclosures
in business combination transactions between special purpose acquisition companies (“SPACs”) such as us and private operating
companies; the condensed financial statement requirements applicable to transactions involving shell companies; the use of projections
by SPACs 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, 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. Certain of
the procedures that we, a potential business combination target, 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 of negotiating and completing
an initial business combination and the time required to consummate a transaction, and may constrain the circumstances under which we
could complete an initial business combination.
If
we were deemed to be an investment company for purposes of the Investment Company Act, we may be forced to abandon our efforts to complete
an initial business combination and instead be required to liquidate and dissolve the company. To avoid that result, on or shortly prior
to the 24-month anniversary of the effective date of the IPO Registration Statement, we liquidated the securities held in the trust account
and instead hold all funds in the trust account in cash. As a result, following such liquidation, we will likely maintain the remaining
amount in its trust account in an interest bearing demand deposit account at a bank.
On
March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”) relating, among other matters, to the circumstances
in which special purpose acquisition companies (“SPACs”) such as us could potentially be subject to the Investment Company
Act of 1940, as amended (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. To comply with the duration limitation of the proposed safe harbor, a SPAC
would have a limited time period to announce and complete a de-SPAC transaction. 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 an initial business combination no later than 18 months after the effective date of the IPO Registration Statement. The company
would then be required to complete its initial 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, including a company like ours, that has
not entered into a definitive agreement within 18 months after the effective date of its IPO Registration Statement or that does not
complete its initial business combination within 24 months after such date. We have not entered into a definitive business combination
agreement within 18 months after the effective date of our IPO Registration Statement, and did not complete our initial business combination
within 24 months of such date. As a result, it is possible that a claim could be made that we have been operating as an unregistered
investment company.
If
we were deemed to be an investment company for purposes of the Investment Company Act, we might be forced to abandon our efforts to complete
an initial business combination and instead be required to liquidate and dissolve the company.
If
we are required to liquidate and dissolve the company, our investors would not be able to realize the benefits of owning stock in a successor
operating business, including the potential appreciation in the value of our stock and warrants following such a transaction, and our
warrants would expire worthless.
The
funds in the trust account have, since our IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or
less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7
under the Investment Company Act. However, to mitigate the risk of us being deemed to have been operating as an unregistered investment
company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act of 1940, as amended), on or prior
to the 24-month anniversary of the effective date of the IPO Registration Statement, we instructed Continental Stock Transfer & Trust
Company, the trustee with respect to the trust account, to liquidate the U.S. government treasury obligations or money market funds held
in the trust account and thereafter to hold all funds in the trust account in cash until the earlier of consummation of our initial business
combination or liquidation. As a result, following such liquidation, we will likely maintain the remaining amount in its trust account
in an interest bearing demand deposit account at a bank.
We
may not be able to complete an initial business combination with certain potential target companies if a proposed transaction with the
target company may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations.
Certain
acquisitions or business combinations may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign
laws or regulations. In the event that such regulatory approval or clearance is not obtained, or the review process is extended beyond
the period of time that would permit an initial business combination to be consummated with us, we may not be able to consummate an initial
business combination with such target.
Among
other things, the U.S. Federal Communications Act prohibits foreign individuals, governments, and corporations from owning more a specified
percentage of the capital stock of a broadcast, common carrier, or aeronautical radio station licensee. In addition, U.S. law currently
restricts foreign ownership of U.S. airlines. In the United States, certain mergers that may affect competition may require certain filings
and review by the Department of Justice and the Federal Trade Commission, and investments or acquisitions that may affect national security
are subject to review by the Committee on Foreign Investment in the United States (“CFIUS”). CFIUS is an interagency committee
authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine
the effect of such transactions on the national security of the United States.
Outside
the United States, laws or regulations may affect our ability to consummate a business combination with potential target companies incorporated
or having business operations in jurisdiction where national security considerations, involvement in regulated industries (including
telecommunications), or in businesses relating to a country’s culture or heritage may be implicated. U.S. and foreign regulators
generally have the power to deny the ability of the parties to consummate a transaction or to condition approval of a transaction on
specified terms and conditions, which may not be acceptable to us or a target. In such event, we may not be able to consummate a transaction
with that potential target.
As
a result of these various restrictions, the pool of potential targets with which we could complete an initial business combination may
be limited and we may be adversely affected in terms of competing with other SPACs which do not have similar ownership issues. Moreover,
the process of government review, could be lengthy. Because we have only a limited time to complete our initial business combination,
our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we liquidate, our public
shareholders may only receive $10.17 per share, and our warrants will expire worthless. This will also cause you to lose any potential
investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation
in the combined company.
QUESTIONS
AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR
EXTRAORDINARY GENERAL MEETING
These
Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important
to you. You should read carefully the entire document, including any annexes to this proxy statement.
Why
am I receiving this proxy statement?
This
proxy statement and the enclosed proxy card are being sent to you in connection with the solicitation of proxies by our board for use
at the general meeting to be held in person or via teleconference on September 7, 2023 or at any adjournments or postponements thereof.
This proxy statement summarizes the information that you need to make an informed decision on the proposals to be considered at the general
meeting.
What
is being voted on?
You
are being asked to vote on the following proposals:
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1. |
Proposal
— The Name Change Proposal — as a special resolution, to amend the company’s Amended and Restated Memorandum
and Articles of Association (the “charter”) pursuant to an amendment to the charter in the form set forth in Annex
A of the accompanying proxy statement to change the name of the company from TKB Critical Technologies 1 to Roth CH Acquisition
Co. |
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2. |
Proposal
No. 2 — The Adjournment Proposal — as an ordinary resolution, to approve the adjournment of the general meeting to
a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient
votes for, or otherwise in connection with, the approval of the name change proposal (the “adjournment proposal”), which
will be presented at the general meeting if, based on the tabulated votes, there are not sufficient votes at the time of the general
meeting to approve the foregoing proposal, in which case the adjournment proposal will be the only proposal presented at the general
meeting. |
You
are not being asked to vote on an initial business combination at this time.
Why
do you want to change the name of the Company?
On
June 25, 2023, TKB, TKB Sponsor I, LLC (the “former sponsor”), each independent director of the Company as of that date
(the “Directors”), and affiliates of Roth Capital Partners and Craig-Hallum Capital Group LLC (the “Buyers”)
entered into a Securities Transfer Agreement (the “Agreement”) pursuant to which the former sponsor and the former Directors
sold to Buyers, an aggregate of 4,312,500 ordinary shares consisting of 4,237,500 Class A ordinary shares and 75,000 Class B ordinary
shares and 8,062,500 private placement warrants (together, the “Transferred Securities”) for an aggregate purchase price
(the “Purchase Price”) of $1.00 (the “Transaction”).
In
connection with the Transaction, the Company changed its officers and directors and believe that a new name is appropriate given the
change in ownership. The Units, the Class A ordinary shares and the Public Warrants will continue to trade on Nasdaq under the symbols
“USCTU,” “USCT” and “USCTW” respectively.
Can
I attend the General Meeting?
The general meeting will be held on September
7, 2023 at 9:00 a.m., Eastern time, at the offices of Loeb & Loeb LLP, located at 901 New York Avenue NW; Suite 300 East; Washington,
DC 20001 (the “general meeting”), or at such other time, on such other date and at such other place that the meeting may be
postponed or adjourned and the general meeting will be available to attend via teleconference. For the purposes of the articles of association
of the company, the physical place of the meeting will be the offices of Loeb & Loeb LLP located at 901 New York Avenue NW; Suite
300 East; Washington, DC 20001. You will also be able to attend the general meeting, vote, and submit your questions during the general
meeting via teleconference, using the following dial-in information:
Telephone
access:
Within the U.S. and Canada:
1 877-853-5257 (toll-free)
Outside of the U.S. and Canada:
1 470-381-2552 (standard
rates apply)
Meeting ID:
3973798432
The
general meeting will comply with the meeting rules of conduct which will be available at the meeting. We encourage you to access the
general meeting teleconference prior to the start time. Check-in will begin fifteen minutes prior to the start time of the general meeting,
and you should allow ample time for the check-in procedures. Shareholders are encouraged to attend the meeting via teleconference and
will be afforded the same rights and opportunities to vote, ask questions and participate as they would at an in-person extraordinary
general meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed
postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker,
bank or other nominee, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially
own are properly counted. In this regard, you must provide the broker, bank or other nominee with instructions on how to vote your shares.
How
do the company insiders intend to vote their shares?
The company’s directors and officers collectively
have the right to vote 47.0% of the company’s issued and outstanding ordinary shares, and are expected to vote all of their shares
in favor of each proposal to be voted upon by our shareholders at the general meeting.
What
vote is required to approve the name change proposal?
Approval
of the name change proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority
of at least two-thirds of the ordinary shares, who, being present and entitled to vote at the general meeting, vote at the general meeting.
Why
is the company proposing the adjournment proposal?
The
company is proposing the adjournment proposal to provide flexibility to adjourn the meeting to give the company more time to seek approval
of the name change proposal, if necessary. If the adjournment proposal is not approved, the company will not have the ability to adjourn
the meeting to a later date for the purpose of soliciting additional proxies.
What
vote is required to approve the adjournment proposal?
Approval
of the adjournment proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a
majority of the ordinary shares who, being present and entitled to vote at the general meeting, vote at the general meeting.
What
if I want to vote against or do not want to vote for the proposal?
If
you do not want a proposal to be approved, you should vote against such proposal. A shareholder’s failure to vote by proxy or to
vote in person or online at the general meeting will not be counted towards the number of shares required to validly establish a quorum,
and if a valid quorum is otherwise established, such failure to vote will have no effect on such proposals. Abstentions and broker non-votes
will be counted in connection with the determination of whether a valid quorum is established but will have no effect on any of the proposals.
We
believe that the name change proposal is a “non-discretionary” matter, and therefore, there will not be any broker non-votes
at the general meeting.
Where
will I be able to find the voting results of the General Meeting?
We
will announce preliminary voting results at the general meeting. We will also disclose voting results on a Current Report on Form 8-K
that we will file with the SEC within four business days after the general meeting. If final voting results are not available to us in
time to file a Current Report on Form 8-K within four business days after the general meeting, we will file a Current Report on
Form 8-K to publish preliminary results and will provide the final results in an amendment to such Current Report on Form 8-K
as soon as they become available.
Am
I entitled to exercise redemption rights in connection with the vote to approve the name change proposal?
No.
Shareholders are not entitled to redemption rights in connection with the vote on the name change proposal but will retain the right
to exercise redemption rights in connection with the vote on any initial business combination.
How
do I change my vote?
If
you have submitted a proxy to vote your shares and wish to change your vote, you may send a later-dated, signed proxy card to the company’s
secretary at 2340 Collins Avenue, Suite 402, Miami Beach, FL33141, so that it is received by the company’s secretary prior to the
vote at the general meeting (which is scheduled to take place on September 7, 2023). Shareholders also may revoke their proxy by sending
a notice of revocation to the company’s secretary, which must be received by the company’s secretary prior to the vote at
the general meeting, or by attending the general meeting, revoking their proxy and voting in person. Attendance at the general meeting
alone will not change your vote. However, if your shares are held in “street name” by your broker, bank or another nominee,
you must contact your broker, bank or other nominee to change your vote.
How
are votes counted?
Votes
will be counted by the inspector of election appointed for the meeting, who will separately count “FOR” and “AGAINST”
votes, abstentions and broker non-votes for each of the proposal. A shareholder’s failure to vote by proxy or to vote in person
or via teleconference at the general meeting will not be counted towards the number of shares required to validly establish a quorum,
and if a valid quorum is otherwise established, will have no effect on the proposals. Abstentions and broker non-votes will be counted
in connection with the determination of whether a valid quorum is established but will have no effect on any of the proposals. We believe
that each of the proposals is a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the
general meeting.
If
my shares are held in “street name,” will my broker automatically vote them for me?
If
you do not give instructions to your broker, your broker can vote your shares with respect to “discretionary” items, but
not with respect to “non-discretionary” items. We believe that the name change proposal is a “non-discretionary”
item.
Your
broker can vote your shares with respect to “non-discretionary” items only if you provide instructions on how to vote. You
should instruct your broker to vote your shares. Your broker can tell you how to provide these instructions. If you do not give your
broker instructions, your shares will be treated as broker non-votes with respect to the name change proposal. Abstentions and broker
non-votes will be counted in connection with the determination of whether a valid quorum is established but will have no effect on any
of the proposals.
What
is a quorum?
A
quorum is the minimum number of shares required to be present at the general meeting for the general meeting to be properly held under
our charter and Cayman Islands law. The presence, in person, virtually, by proxy, or, if a corporation or other non-natural person, by
its duly authorized representative or proxy, of the holders of a majority of the issued and outstanding ordinary shares entitled to vote
at the general meeting constitutes a quorum. Proxies that are marked “abstain” and proxies relating to “street name”
shares that are returned to us but marked by brokers as “not voted” (so-called “broker non-votes”) will be treated
as shares present for purposes of determining the presence of establishing a quorum on all matters. If a shareholder does not give the
broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-discretionary”
matters. We believe that each of the proposals is a “non-discretionary” matter, and therefore, there will not be any broker
non-votes at the general meeting.
Who
can vote at the General Meeting?
Holders
of ordinary shares as of the close of business on August 24, 2023 (the “record date”), are entitled to vote at the general
meeting. On the record date, there were 7,869,236 ordinary shares issued and outstanding, including (i) 7,794,236 Class A ordinary shares
and (ii) 75,000 Class B ordinary shares. The company’s warrants do not have voting rights in connection with the proposals.
In deciding all matters at the general meeting,
each shareholder will be entitled to one vote for each share held by them on the record date. Holders of Class A ordinary shares and holders
of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as required
by law. The directors and executive officers of the Company collectively own 63,196 of our issued and outstanding Class B ordinary shares
and 3,633,788 Class A ordinary shares, constituting 47.0% of our issued and outstanding ordinary shares in the aggregate.
Registered
Shareholders.
If
our shares are registered directly in your name with our transfer agent, Continental, you are considered the shareholder of record with
respect to those shares. As the shareholder of record, you have the right to grant your voting proxy directly to the individuals listed
on the proxy card or to vote in person at the general meeting.
“Street
Name” Shareholders.
If
our shares are held on your behalf in a brokerage account or by a bank or other nominee, you are considered the beneficial owner of those
shares held in “street name,” and your broker or nominee is considered the shareholder of record with respect to those shares.
As the beneficial owner, you have the right to direct your broker or nominee as to how to vote your shares. However, since a beneficial
owner is not the shareholder of record, you may not vote your ordinary shares at the general meeting unless you follow your broker’s
procedures for obtaining a legal proxy. Throughout this proxy statement, we refer to shareholders who hold their shares through a broker,
bank or other nominee as “street name shareholders.”
Does
the board recommend voting for the approval of the proposals?
Yes,
the board has determined that the proposals are in the best interests of the company and its shareholders. The board recommends that
the company’s shareholders vote “FOR” the proposals.
Are
there any appraisal or similar rights for dissenting shareholders?
Neither
Cayman Islands law nor our charter provides for dissenters’ rights for dissenting shareholders in connection with the proposal
to be voted upon at the general meeting. As a matter of Cayman Islands law, dissenters’ rights only apply in a statutory merger
where the company is a constituent company, which is not the case with any of the proposals.
Warrant
holders do not have appraisal rights in connection with the proposal to be voted upon at the general meeting.
Is
the company subject to the Investment Company Act of 1940?
The
company completed its IPO in October 2021. As a blank check company, the efforts of the company’s board of directors and management
have been focused on searching for a target business with which to consummate an initial business combination since the completion of
its IPO.
On
March 30, 2022, the SEC issued the SPAC Rule Proposals relating, among other matters, to the circumstances in which special purpose
acquisition companies (“SPACs”) such as us 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.
To
comply with the duration limitation of the proposed safe harbor, a SPAC would have a limited time period to announce and complete a de-SPAC
transaction. 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 an initial business combination no later than 18 months after
the effective date of its registration statement for its initial public offering (“IPO Registration Statement”). The company
would then be required to complete its initial 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, including a company like ours, that has
not entered into a definitive agreement within 18 months after the effective date of its IPO Registration Statement or that does not
complete its initial business combination within 24 months after such date. Since we have not entered into a definitive business combination
agreement within 18 months after the effective date of our IPO Registration Statement, and if we do not complete our initial business
combination within 24 months of such date it is possible that a claim could be made that we have been operating as an unregistered investment
company. If we were deemed to be an investment company for purposes of the Investment Company Act, we might be forced to abandon our
efforts to complete an initial business combination and instead be required to liquidate and dissolve the company. If we are required
to liquidate and dissolve the company, our investors would not be able to realize the benefits of owning stock in a successor operating
business, including the potential appreciation in the value of our stock and warrants following such a transaction, and our warrants
would expire worthless.
The
funds in the trust account have, since our IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or
less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7
under the Investment Company Act. However, to mitigate the risk of us being deemed to have been operating as an unregistered investment
company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act of 1940, as amended), on or prior
to the 24-month anniversary of the effective date of our IPO Registration Statement, we instructed Continental Stock Transfer & Trust
Company, the trustee with respect to the trust account, to liquidate the U.S. government treasury obligations or money market funds held
in the trust account and thereafter to hold all funds in the trust account in cash until the earlier of consummation of our initial business
combination or liquidation. As a result, following such liquidation, we will likely maintain the remaining amount in its trust account
in an interest bearing demand deposit account at a bank. In addition, even prior to the 24-month anniversary of the effective date of
our IPO Registration Statement, we may be deemed to be an investment company.
How
do I vote?
If
you are a holder of record of ordinary shares on the record date for the general meeting, you may vote in person or by teleconference
attendance at the general meeting or by submitting a proxy for the general meeting. You may submit your proxy by completing, signing,
dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street
name,” which means your shares are held of record by a broker, bank or other nominee, you should contact your broker, bank or other
nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker,
bank or other nominee with instructions on how to vote your shares or, if you wish to attend the general meeting and vote in person,
obtain a valid proxy from your broker, bank or other nominee. If you hold your shares in “street name” and wish to vote at
the general meeting, you must email a copy (a legible photograph is sufficient) of your legal proxy to Continental at proxy@continentalstock.com.
If you wish to attend the general meeting via teleconference or in person you should contact Continental no later than September 1, 2023
to obtain this information. Your broker, bank or other nominee may have an earlier deadline by which you must provide instructions to
it as to how to vote your shares, so you should read carefully the materials provided to you by your broker, bank or other nominee or
intermediary.
What
should I do if I receive more than one set of voting materials?
You
may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting
instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold
your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which
you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast
a vote with respect to all of your shares.
Who
is paying for this proxy solicitation?
Our
board is soliciting proxies for use at the general meeting. All costs associated with this solicitation will be borne directly by the
company. We have engaged Advantage Proxy, Inc. to assist in the solicitation of proxies for the general meeting. We have agreed to pay
Advantage Proxy a fee of $7,500, plus disbursements, and indemnify Advantage Proxy and its affiliates against certain claims, liabilities,
losses, damages and expenses for their services as the company’s proxy solicitor. We will also reimburse banks, brokers and other
custodians, nominees and fiduciaries representing beneficial owners of Class A ordinary shares for their expenses in forwarding soliciting
materials to beneficial owners of Class A ordinary shares and in obtaining voting instructions from those owners. Our directors and officers
may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts
for soliciting proxies.
Who
can help answer my questions?
If
you have questions about the general meeting or the proposals to be presented thereat, if you need additional copies of the proxy statement
or the enclosed proxy card, or if you would like copies of any of the company’s filings with the SEC, including our annual report,
and our subsequent Quarterly Reports on Form 10-Q, you should contact Advantage Proxy at:
Advantage
Proxy, Inc.
P.O.
Box 13581
Des
Moines, WA 98198
Toll
Free: 877-870-8565
Collect:
206-870-8565
You
may obtain additional information about the company from documents filed with the SEC by following the instructions in the section
entitled “Where You Can Find More Information.”
THE
EXTRAORDINARY GENERAL MEETING
Date,
Time, Place and Purpose of the General Meeting
The
general meeting will be held on September 7, 2023 at 9:00 a.m., Eastern time, at the offices of Loeb & Loeb LLP, located at 901 New
York Avenue NW; Suite 300 East; Washington, DC 20001 (the “general meeting”), or at such other time, on such other date and
at such other place that the meeting may be postponed or adjourned and the general meeting will be available to attend via teleconference.
For the purposes of the articles of association of the company, the physical place of the meeting will be the offices of Loeb & Loeb
LLP located at 901 New York Avenue NW; Suite 300 East; Washington, DC 20001. You will also be able to attend the general meeting, vote,
and submit your questions during the general meeting via teleconference by using the following dial-in information:
Telephone
access:
Within the U.S. and Canada:
1 877-853-5257 (toll-free)
Outside of the U.S. and Canada:
1 470-381-2552 (standard
rates apply)
Meeting ID:
3973798432
Shareholders
are encouraged to attend the meeting via teleconference and will be afforded the same rights and opportunities to vote, ask questions
and participate as they would at an in-person extraordinary general meeting.
At
the general meeting, you will be asked to consider and vote upon a proposal to:
|
1. |
Proposal
No. 1 — The Name Change Proposal — as a special resolution, to amend the company’s Amended and Restated Memorandum
and Articles of Association (the “charter”) pursuant to an amendment to the charter in the form set forth in Annex
A of the accompanying proxy statement to change the name of the company from TKB Critical Technologies 1 to Roth CH Acquisition
Co. |
|
2. |
Proposal
No. 2 — The Adjournment Proposal — as an ordinary resolution, to approve the adjournment of the general meeting to
a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient
votes for, or otherwise in connection with, the approval of the name change proposal (the “adjournment proposal”), which
will be presented at the general meeting if, based on the tabulated votes, there are not sufficient votes at the time of the general
meeting to approve the foregoing proposals, in which case the adjournment proposal will be the only proposal presented at the general
meeting. |
Voting
Power; Record Date
Only
shareholders of record of the company as of the close of business on August 24, 2023 are entitled to notice of, and to vote at, the general
meeting or any adjournment or postponement thereof. Each of the ordinary shares entitles the holder thereof to one vote. If your shares
are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related
to the shares you beneficially own are properly counted. On the record date, there were 7,869,236 ordinary shares issued and outstanding,
including (i) 7,794,236 Class A ordinary shares and (ii) 75,000 Class B ordinary shares. The company’s warrants do not have voting
rights in connection with the proposals.
Quorum
and Vote of Shareholders
A
quorum is the minimum number of shares required to be present at the general meeting for the general meeting to be properly held under
our charter and Cayman Islands law. The presence, in person, virtually, by proxy, or, if a corporation or other non-natural person, by
its duly authorized representative or proxy, of the holders of a majority of the issued and outstanding ordinary shares entitled to vote
at the general meeting constitutes a quorum. Proxies that are marked “abstain” and proxies relating to “street name”
shares that are returned to us but marked by brokers as “not voted” (so-called “broker non-votes”) will be treated
as shares present for purposes of determining the presence of a quorum on all matters. If a shareholder does not give the broker voting
instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-routine” matters.
We believe that the name change proposal is a “non-discretionary” matter.
Vote
Required
Approval
of the name change proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority
of at least two-thirds of the ordinary shares, represented in person or by proxy and entitled to vote thereon and who do so in person
or by proxy at the general meeting.
Approval
of the adjournment proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a
majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who do so in person or by proxy at
the general meeting.
If
you do not want the proposal to be approved, you should vote against such proposal. A shareholder’s failure to vote by proxy or
to vote in person or online at the general meeting will not be counted towards the number of shares required to validly establish a quorum,
and if a valid quorum is otherwise established, such failure to vote will have no effect on such proposal. Abstentions and broker non-votes
will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the proposal.
We believe that each of the proposals is a “non-discretionary” matter, and therefore, there will not be any broker non-votes
at the general meeting.
Voting
You
can vote your shares at the general meeting by proxy or by attending the general meeting via teleconference. If your shares are owned
directly in your name with our transfer agent, Continental, you are considered, with respect to those shares, the “shareholder
of record.” If your shares are held in a stock brokerage account or by a bank or other nominee or intermediary, you are considered
the beneficial owner of shares held in “street name” and are considered a “non-record (beneficial) shareholder.”
Shareholders
of Record
You can vote by proxy by having one or more individuals
who will be at the general meeting vote your shares for you. These individuals are called “proxies” and using them to cast
your ballot at the general meeting is called voting “by proxy.” If you wish to vote by proxy, you must (i) complete the enclosed
form, called a “proxy card,” and mail it in the envelope provided or (ii) submit your proxy over the Internet in accordance
with the instructions on the enclosed proxy card. If you complete the proxy card and mail it in the envelope provided or submit your proxy
over the Internet as described above, you will designate each of Byron Roth and John Lipman, or the Chairperson of the general meeting
to act as your proxy at the general meeting. One of the aforementioned individuals will then vote your shares at the general meeting in
accordance with the instructions you have given them in the proxy card with respect to the proposals presented in this proxy statement.
Proxies will extend to, and be voted at, any adjournments or postponements of the general meeting.
Alternatively,
you can vote your shares by attending the general meeting via teleconference.
Beneficial
Owners
If
your shares are held in an account through a broker, bank or other nominee or intermediary, you must instruct the broker, bank or other
nominee how to vote your shares by following the instructions that the broker, bank or other nominee provides you along with this proxy
statement. Your broker, bank or other nominee may have an earlier deadline by which you must provide instructions to it as to how to
vote your shares, so you should read carefully the materials provided to you by your broker, bank or other nominee or intermediary.
If
you wish to attend and vote your shares at the general meeting, you must first obtain a legal proxy from your broker, bank or other nominee
that holds your shares and email a copy (a legible photograph is sufficient) of your legal proxy to Continental at proxy@continentalstock.com.
If
you do not provide voting instructions to your bank, broker or other nominee or intermediary and you do not vote your shares at the general
meeting, your shares will not be voted on any proposal on which your bank, broker or other nominee does not have discretionary authority
to vote. In these cases, the bank, broker or other nominee or intermediary will not be able to vote your shares on those matters for
which specific authorization is required. We believe the name change proposal constitutes a “non-discretionary” matter.
Proxies
Our
board is asking for your proxy. Giving our board your proxy means you authorize it to vote your shares at the general meeting in the
manner you direct. You may vote for or against the proposal or you may abstain from voting. All valid proxies received prior to the general
meeting will be voted. All shares represented by a proxy will be voted, and where a shareholder specifies by means of the proxy a choice
with respect to any matter to be acted upon, the shares will be voted in accordance with the specification so made. If no choice is indicated
on the proxy, the shares will have no effect on the proposal described herein and as the proxy holders may determine in their discretion
with respect to any other matters that may properly come before the general meeting.
Proxies
that are marked “abstain” and proxies relating to “street name” shares that are returned to us but marked by
brokers as “not voted” (so-called “broker non-votes”) will be treated as shares present for purposes of determining
the presence of a quorum on all matters. If a shareholder does not give the broker voting instructions, under applicable self-regulatory
organization rules, its broker may not vote its shares on “non-discretionary” matters. We believe the proposal constitutes
a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the general meeting.
Shareholders
who have questions or need assistance in completing or submitting their proxy cards should contact our proxy solicitor, Advantage Proxy
at 877-870-8565, or banks and brokers can call collect at 206-870-8565 or by sending a letter to Advantage Proxy, Inc., P.O. Box 13581,
Des Moines, WA 98198, or by emailing KSmith@advantageproxy.com.
Revocability
of Proxies
Shareholders
may send a later-dated, signed proxy card to the company’s secretary at 2340 Collins Avenue, Suite 402, Miami Beach, FL33141, so
that it is received by the Company’s secretary prior to the vote at the general meeting (which is scheduled to take place on September
7, 2023). Shareholders also may revoke their proxy by sending a notice of revocation to the company’s secretary, which must be
received by the company’s secretary prior to the vote at the general meeting or by attending the general meeting, revoking their
proxy and voting in person. Attendance at the general meeting alone will not change your vote. However, if your shares are held in “street
name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.
Attendance
at the General Meeting
The
general meeting will be held in person or by proxy at 9:00 a.m., Eastern time, on September 7, 2023 at the offices of Loeb & Loeb
LLP, located at 901 New York Avenue NW; Suite 300 East; Washington, DC 20001, or via teleconference by using the following dial-in information:
Telephone
access:
Within the U.S.:
1 877-853-5257 (toll-free)
Outside of the U.S.:
1 470-381-2552 (standard rates apply)
Meeting ID:
3973798432
While
shareholders are encouraged to attend the meeting via teleconference, you will be permitted to attend the general meeting in person at
the offices of Loeb & Loeb LLP, located at 901 New York Avenue NW; Suite 300 East; Washington, DC 20001 only to the extent consistent
with, or permitted by, applicable law and directives of public health authorities. You may submit your proxy by completing, signing,
dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street
name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee
to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank
or nominee with instructions on how to vote your shares or, if you wish to attend the general meeting and vote in person, obtain a valid
proxy from your broker, bank or nominee.
Solicitation
of Proxies
Our
board is soliciting proxies for use at the general meeting. All costs associated with this solicitation will be borne directly by the
company. We have engaged Advantage Proxy, Inc. to assist in the solicitation of proxies for the general meeting. We have agreed to pay
Advantage Proxy a fee of $7,500, plus disbursements, and indemnify Advantage Proxy and its affiliates against certain claims, liabilities,
losses, damages and expenses for their services as the company’s proxy solicitor. We will also reimburse banks, brokers and other
custodians, nominees and fiduciaries representing beneficial owners of Class A ordinary shares for their expenses in forwarding soliciting
materials to beneficial owners of Class A ordinary shares and in obtaining voting instructions from those owners. Our directors and officers
may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts
for soliciting proxies.
You
may contact Advantage Proxy at:
Advantage
Proxy, Inc.
P.O. Box 13581
Des Moines, WA 98198
Toll Free: 877-870-8565
Collect: 206-870-8565
If
any additional solicitation of the holders of our outstanding ordinary shares is deemed necessary, we (through our directors and officers)
anticipate making such solicitation directly.
Dissenters’
Rights and Appraisal Rights
Neither
Cayman Islands law nor our charter provide for appraisal or other similar rights for dissenting shareholders in connection with the proposal
to be voted upon at the general meeting. Accordingly, our shareholders will have no right to dissent and obtain payment for their shares.
As a matter of Cayman Islands law, dissenters’ rights only apply in a statutory merger where the company is a constituent company,
which is not the case with any of the proposals.
Warrant
holders do not have appraisal rights in connection with the proposal to be voted upon at the general meeting.
Shareholder
Proposals
No
business may be transacted at an annual general meeting, including an extraordinary general meeting in lieu of an annual general meeting,
other than business that is either (i) specified in the Notice of General Meeting (or any supplement thereto) given by or at the direction
of the directors of the company or (ii) otherwise properly brought before the general meeting in accordance with the requirements set
forth in the charter.
Other
Business
The
board does not know of any other matters to be presented at the general meeting. The form of proxy accompanying this proxy statement
confers discretionary authority upon the named proxy holders with respect to amendments or variations to the matters identified in the
accompanying Notice of General Meeting and with respect to any other matters that may properly come before the general meeting. If any
additional matters are properly presented at the general meeting, or at any adjournments or postponements of the general meeting, the
persons named in the enclosed proxy card will have discretion to vote the shares they represent in accordance with the recommendations
of our board with respect to any such matters. We expect that the Class A ordinary shares represented by properly submitted proxies will
be voted by the proxy holders in accordance with the recommendations of our board with respect to any such matters.
Principal
Executive Offices
Our
principal executive offices are located at 2340 Collins Avenue, Suite 402, Miami Beach, FL33141. Our telephone number is (949) 720-7133.
PROPOSAL
NO. 1 —
THE NAME CHANGE PROPOSAL
Background
TKB
is a blank check company incorporated under the laws of the Cayman Islands on April 20, 2021, for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization or similar business combination, with one or more businesses, without
limitation as to business, industry or sector. On October 29, 2021, TKB consummated its IPO of 23,000,000 units (the “Units”).
Each Unit consisted of one Class A ordinary share and one-half of one redeemable warrant, with each whole warrant entitling the holder
to purchase one Ordinary Share at $11.50 per share beginning 30 days after the completion of an initial business combination (“Public
Warrant”). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $230,000,000. Simultaneously
with the consummation of the IPO and the sale of the Units, TKB consummated the private placement of an aggregate of 10,750,000 warrants
(the “Private Placement Warrants”) issued to TKB Sponsor I, LLC at a price of $1.00 per warrant, generating total proceeds
of $10,750,000. Each Private Placement Warrant is exercisable for one Ordinary Share beginning 30 days after the completion of a business
combination. Upon completion of the IPO, A total of $234,600,000 of the net proceeds from TKB’s IPO and sale of the Private Placement
Warrants were deposited in the Trust Account established for the benefit of the holders of Public Shares.
Like
most blank check companies, the charter provides for the return of the IPO proceeds held in trust to the holders of public shares sold
in the IPO if there is no qualifying business combination(s) consummated on or before January 29, 2023. The Company was unable to
complete a qualifying business combination by January 29, 2023, the initial liquidation date set forth in its charter, and on January 27,
2023, the Company held an extraordinary general meeting at which the Company’s shareholders approved an amendment to the charter
to provide that the Company would have until June 29, 2023 to complete a business combination.
On
June 28, 2023, the Company held a subsequent extraordinary general meeting at which time shareholders approved a further amendment
to extend the deadline by which a business combination may be consummated monthly up to 16 times, from June 29, 2023 up to October 29,
2024 (i.e., for a period of time ending up to 36 months after the consummation of its IPO). As of the date of this proxy statement, the
business combination deadline has been extended to August 29, 2023.
Reason
for the Name Change Proposal
On
June 25, 2023, TKB, TKB Sponsor I, LLC (the “former sponsor”), each independent director of the Company as of that date
(the “Directors”), and affiliates of Roth Capital Partners and Craig-Hallum Capital Group LLC (the “Buyers”)
entered into a Securities Transfer Agreement (the “Agreement”) pursuant to which the former sponsor and the former Directors
sold to Buyers, an aggregate of 4,312,500 ordinary shares consisting of 4,237,500 Class A ordinary shares and 75,000 Class B ordinary
shares and 8,062,500 private placement warrants (together, the “Transferred Securities”) for an aggregate purchase price
(the “Purchase Price”) of $1.00 (the “Transaction”).
In
connection with the Transaction, the Company changed its officers and directors and believe that a new name is appropriate given the
change in ownership. The Units, the Class A ordinary shares and the Public Warrants will continue to trade on Nasdaq under the symbols
“USCTU,” “USCT” and “USCTW” respectively.
Shareholders
will not be required to exchange outstanding share certificates for new share certificates if the Name Change Proposal is adopted.
If
the name change proposal is approved, the name change will be reflected in the charter, which form is attached to the proxy statement
as Annex A.
Vote
Required for Approval
Approval
of the name change proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority
of at least two-thirds of the ordinary shares, who, being present and entitled to vote at the general meeting, vote at the general meeting.
Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established but will
have no effect on any of the proposals. We believe the proposal constitutes a “non-discretionary” matter, and therefore,
there will not be any broker non-votes at the general meeting.
All of the company’s directors and officers
are expected to vote all ordinary shares owned by them in favor of the name change. On the record date, the sponsor and all of the company’s
directors and officers beneficially owned and were entitled to vote an aggregate of 3,696,984 ordinary shares. See the section entitled
“Security Ownership of Certain Beneficial Owners and Management” for additional information regarding the holders of
the ordinary shares and their respective ownership thereof.
Full
Text of Resolution
RESOLVED,
as a special resolution, that the name of the company is changed from TKB Critical Technologies 1 to Roth CH Acquisition Co.
Recommendation
As
discussed above, after careful consideration of all relevant factors, our board has determined that the name change proposal is in the
best interests of the company and its shareholders. Our board has approved and declared advisable the adoption of the name change proposal.
OUR
BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE NAME CHANGE PROPOSAL.
PROPOSAL
NO. 2 — THE ADJOURNMENT PROPOSAL
Overview
The
adjournment proposal, if adopted, will allow our board to adjourn the general meeting to a later date or dates to permit further solicitation
and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the name change
proposal. The adjournment proposal will only be presented at the general meeting if, based on the tabulated votes, there are not sufficient
votes at the time of the general meeting to approve the name change proposal, in which case the adjournment proposal will be the only
proposal presented at the general meeting.
Consequences
if the Adjournment Proposal is Not Approved
If
the adjournment proposal is not approved by our shareholders, our board may not be able to adjourn the general meeting to a later date
in the event that there are insufficient votes for, or otherwise in connection with, the approval of the name change proposal.
Vote
Required for Approval
Approval
of the adjournment proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a
majority of the ordinary shares who, being present and entitled to vote at the general meeting, vote at the general meeting. Abstentions
and broker non-votes will be counted in connection with the determination of whether a valid quorum is established but will have no effect
on any of the proposals. We believe the name change proposal constitutes a “non-discretionary” matter, and therefore, there
will not be any broker non-votes at the general meeting.
Full
Text of Resolution
RESOLVED,
as an ordinary resolution, that the adjournment of the general meeting to a later date or dates to be determined by the chairman of the
general meeting, if necessary, to permit further solicitation and vote of proxies be confirmed, ratified and approved in all respects.
Recommendation
of the Board
As
discussed above, after careful consideration of all relevant factors, our board has determined that the adjournment proposal is in the
best interests of the company and its shareholders. Therefore, if there are insufficient votes for, or otherwise in connection with,
the approval of the name change proposal, our board will approve and declare advisable adoption of the adjournment proposal.
OUR
BOARD OF DIRECTORS RECOMMENDS THAT, IF PRESENTED, YOU VOTE “FOR” THE ADJOURNMENT PROPOSAL.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information available to us as of August 24, 2023 with respect to our ordinary shares held by:
|
● |
each
person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares; |
|
● |
each
of our executive officers and directors; and |
|
● |
all
our executive officers and directors as a group. |
Beneficial
ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security
if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently
exercisable or will become exercisable within 60 days. Except as described in the footnotes below and subject to applicable community
property laws and similar laws, we believe that each person listed below has sole voting and investment power with respect to such shares.
In the table below, percentage ownership is based
on 7,869,236 ordinary shares outstanding as of August 24, 2023 including 7,794,236 Class A ordinary shares and 75,000 Class B ordinary
shares. Voting power represents the combined voting power of ordinary shares owned beneficially by such person. On all matters to be voted
upon, the holders of the ordinary shares vote together as a single class. The table below does not include any ordinary shares underlying
our outstanding warrants because such securities are not exercisable within 60 days of August 24, 2023.
In
preparing the following table, we relied upon statements filed with the SEC by beneficial owners of more than 5% of our outstanding ordinary
shares pursuant to Section 13(d), 13(g) and Section 16 of the Exchange Act, unless we knew or had reason to believe that the
information contained in such statements was not complete or accurate, in which case we relied upon information which we considered to
be accurate and complete. Due to shareholder redemptions related to the June 28, 2023 general meeting to approve an extension of
time in order to complete the Company’s business combination, the Company has reason to believe that all information filed with
the SEC as of the most recent practicable date by beneficial owners of more than 5% of our outstanding ordinary shares pursuant to Section 13(d)
and 13(g) of the Exchange Act is no longer complete or accurate.
| |
Class A Ordinary Shares | | |
Class B Ordinary Shares | |
Name and Address of Beneficial Owner(1) | |
Beneficially Owned | | |
Approximate Percentage of
Class | | |
Beneficially Owned | | |
Approximate Percentage of
Class | |
5% shareholders | |
| | | |
| | | |
| | | |
| | |
TKB Sponsor I, LLC(2) | |
| 1,437,500 | | |
| 18.4 | | |
| -- | | |
| -- | % |
CR Financial Holdings, Inc. | |
| 2,091,562 | | |
| 26.8 | | |
| 36,375 | | |
| 48.5 | % |
Directors and Executive Officers | |
| | | |
| | | |
| | | |
| | |
Byron Roth | |
| 2,091,562 | | |
| 26.8 | | |
| 36,375 | | |
| 48.5 | |
John Lipman | |
| 1,175,667 | | |
| 15.1 | | |
| 20,447 | | |
| 27.3 | |
Gordon Roth | |
| 2,091,562 | | |
| 26.8 | | |
| 36,375 | | |
| 48.5 | |
Rick Hartfiel | |
| 118,592 | | |
| 1.5 | | |
| 2,062 | | |
| 2.7 | |
Aaron Gurewitz | |
| -- | | |
| -- | | |
| -- | | |
| -- | |
Joseph Tonnos | |
| -- | | |
| -- | | |
| -- | | |
| -- | |
Ryan Hultstrand | |
| 118,592 | | |
| 1.5 | | |
| 2,062 | | |
| 2.7 | |
Matthew Day | |
| -- | | |
| -- | | |
| -- | | |
| -- | |
Adam Rothstein | |
| 43,125 | | |
| * | | |
| 750 | | |
| 1.0 | |
Sam Chawla | |
| 43,125 | | |
| * | | |
| 750 | | |
| 1.0 | |
Christopher Bradley | |
| 43,125 | | |
| * | | |
| 750 | | |
| 1.0 | |
All directors and executive officers as a group (11 individuals) | |
| 3,633,788 | | |
| 46.6 | | |
| 63,196 | | |
| 84.3 | % |
|
(1) |
Unless
otherwise noted, the business address of each of the following entities or individuals is 2340 Collins Avenue, Suite 402, Miami Beach,
FL 33141. |
|
(2) |
The
address for TKB Sponsor I, LLC is 400 Continental Boulevard, Suite 600, El Segundo, CA 90245. |
Our officers and directors beneficially own 47.0%
of our issued and outstanding ordinary shares and have the right to elect all of our directors prior to our initial business combination
as a result of holding 84.3% of the Class B ordinary shares. In addition, because of its ownership block, our sponsor may be able to effectively
influence the outcome of all other matters requiring approval by our shareholders, including amendments to our Charter and approval of
significant corporate transactions.
OTHER
MATTERS
Shareholder
Proposals
No
business may be transacted at an annual general meeting, including an extraordinary general meeting, other than business that is either
(i) specified in the Notice of General Meeting (or any supplement thereto) given by or at the direction of the directors of the company
or (ii) otherwise properly brought before the general meeting in accordance with the requirements set forth in the charter.
Delinquent
Section 16(a) Reports
Section 16(a)
of the Exchange Act requires our officers, directors and persons who beneficially own more than ten percent of our ordinary shares to
file reports of ownership and changes in ownership with the SEC. These reporting persons are also required to furnish us with copies
of all Section 16(a) forms they file. Based solely upon a review of such forms furnished since the effective date of our IPO, we
believe that there have been no delinquent filers other than as previously disclosed in the company’s SEC filings.
Fiscal
Year 2022 Annual Report and SEC Filings
Our
financial statements for the year ended December 31, 2022, are included in our annual report on Form 10-K, filed with the SEC
on April 4, 2023 and a Form10-K/A filed on April 14, 2023. This proxy statement and our annual report are available from the
SEC at its website at www.sec.gov. You may also obtain a copy of our annual report without charge by sending a written request
to TKB Critical Technologies 1, 2340 Collins Avenue, Suite 402, Miami Beach, FL 33141.
Delivery
Of Documents To Shareholders
For
shareholders receiving printed proxy materials, unless we have received contrary instructions, we may send a single copy of this proxy
statement to any household at which two or more shareholders reside if we believe the shareholders are members of the same family. This
process, known as “householding,” reduces the volume of duplicate information received at any one household and helps to
reduce our expenses. However, if shareholders prefer to receive multiple sets of our disclosure documents at the same address this year
or in future years, the shareholders should follow the instructions described below. Similarly, if an address is shared with another
shareholder and together both of the shareholders would like to receive only a single set of our disclosure documents, the shareholders
should follow these instructions:
|
● |
if
the shares are registered in the name of the shareholder, the shareholder should contact us at our offices at 2340 Collins Avenue,
Suite 402, Miami Beach, FL 33141 or (949) 720-7133, to inform us of their request; or |
|
● |
if
a bank, broker or other nominee holds the shares, the shareholder should contact the bank, broker or other nominee directly. |
Where
You Can Find More Information
We
file reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the company’s SEC
filings, including this proxy statement, over the Internet at the SEC’s website at www.sec.gov.
If
you would like additional copies of this proxy statement or if you have questions about the initial business combination or the proposals
to be presented at the general meeting, you should contact the company at the following address and telephone number:
TKB
Critical Technologies 1
2340 Collins Avenue, Suite 402
Miami Beach, FL33141
(949) 720-7133
If
you are a shareholder of the company and would like to request documents, please do so by March 9, 2023 (one week prior to the general
meeting), in order to receive them before the general meeting. If you request any documents from us, we will mail them to you by first
class mail, or another equally prompt means.
* * *
The
board does not know of any other matters to be presented at the general meeting. If any additional matters are properly presented at
the general meeting, the persons named in the enclosed proxy card will have discretion to vote the shares they represent in accordance
with their own judgment on such matters.
It
is important that your shares be represented at the general meeting, regardless of the number of shares that you hold. You are, therefore,
urged to execute and return, at your earliest convenience, the enclosed proxy card in the envelope that has also been provided.
THE
BOARD OF DIRECTORS
August 25, 2023
Annex
A
FORM
OF AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES
OF
ASSOCIATION OF TKB CRITICAL TECHNOLOGIES 1
SPECIAL
RESOLUTION OF THE SHAREHOLDERS OF THE COMPANY
RESOLVED,
as a special resolution, that the name of the Company is changed from TKB Critical Technologies 1 to Roth CH Acquisition Co.
FORM
OF PROXY CARD — NOT FOR USE
TKB CRITICAL TECHNOLOGIES 1
PROXY FOR THE EXTRAORDINARY MEETING OF SHAREHOLDERS
THIS PROXY
IS SOLICITED BY THE BOARD OF DIRECTORS
Important
Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on September 7, 2023:
The
undersigned hereby appoints each of Byron Roth and John Lipman, or the Chairperson of the general meeting as proxy of the undersigned
to attend the Extraordinary General Meeting of Shareholders (the “Special Meeting”) of TKB Critical Technologies 1 (the “company”),
to be held via teleconference as described in the Proxy Statement on September 7, 2023 at 9:00 a.m., Eastern time, and any postponement
or adjournment thereof, and to vote as if the undersigned were then and there personally present on all matters set forth in the Notice
of Extraordinary General Meeting, dated August 25, 2023 (the “Notice”), a copy of which has been received by the undersigned,
as follows:
Proposal
No. 1 — The Name Change Proposal — as a special resolution, to amend the company’s Amended and Restated Memorandum
and Articles of Association (the “charter”) pursuant to an amendment to the charter in the form set forth in Annex A
of the accompanying proxy statement to change the name of the company from TKB Critical Technologies 1 to Roth CH Acquisition Co.
For
☐ |
|
Against
☐ |
|
Abstain
☐ |
Proposal
No. 2 — The Adjournment Proposal — as an ordinary resolution, to approve the adjournment of the general meeting to a
later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes
for, or otherwise in connection with, the approval of the name change proposal (the “adjournment proposal”), which will be
presented at the general meeting if, based on the tabulated votes, there are not sufficient votes at the time of the general meeting
to approve the name change proposal, in which case the adjournment proposal will be the only proposal presented at the general meeting.
For
☐ |
|
Against
☐ |
|
Abstain
☐ |
NOTE:
IN HIS DISCRETION, THE PROXY HOLDER IS AUTHORIZED TO VOTE UPON SUCH OTHER MATTER OR MATTERS THAT MAY PROPERLY COME BEFORE THE EXTRAORDINARY
GENERAL MEETING AND ANY ADJOURNMENT(S) THEREOF.
THIS
PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFIC INDICATION ABOVE. IN THE ABSENCE OF SUCH INDICATION, THIS PROXY WILL BE VOTED “FOR”
EACH PROPOSAL AND, AT THE DISCRETION OF THE PROXY HOLDER, ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE EXTRAORDINARY GENERAL
MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF.
Dated:
___________________
|
|
|
Signature
of Stockholder |
|
|
|
|
|
PLEASE
PRINT NAME |
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