Основная статистика
| CIK | 1860514 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Roth CH Acquisition Co. - Equity Warrant
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40959 ROTH CH ACQUI |
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| July 15, 2025 |
Filed by Roth CH Acquisition Co. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-40959 Subject Company: Roth CH Acquisition Co. SHARON AI Announces Several Milestones for Intended 250MW AI Data Center Joint Venture in Texas Joint venture signs non-binding letter of intent with prospecti |
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| May 30, 2025 |
Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 Main 212.407.4000 Fax 212.407.4990 May 30, 2025 Via EDGAR Division of Corporation Finance Office of Mergers & Acquisitions U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Blake Grady Nicholas Panos Re: Roth CH Acquisition Co. Schedule 13D filed February 14, 2025 by Byron Roth et. al File No. 005-92987 Ladies a |
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| May 28, 2025 |
Amendment to Business Combination Agreement dated as of May 23, 2025 Exhibit 10.1 AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT Dated as of May 23, 2025 This Amendment to the Business Combination Agreement, (this “Amendment”), is made and entered into as of the date first set forth above (the “Amendment Date”) by and among ROTH CH ACQUISITION CO., a Cayman Islands exempted company (“Roth”), ROTH CH MERGER SUB, INC., a Delaware corporation (“Merger Sub”), SHARONAI |
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| May 28, 2025 |
Investor Presentation May 2025 01 Exhibit 99.1 Investor Presentation May 2025 01 Disclaimer Industry and Market Data In this Presentation, we rely on and refer to information and statistics regarding market participants in the sectors in which Sharon competes and other industry data . We obtained this information and statistics from third - party sources, including reports by market research firms and company filings . Trademarks |
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| May 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 27, 2025 (May 23, 2025) ROTH CH ACQUISITION CO. (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorpor |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40959 ROTH CH ACQU |
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| April 11, 2025 |
Filed by Roth CH Acquisition Co. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-40959 Subject Company: Roth CH Acquisition Co. SharonAI Inc 745 Fifth Avenue Suite 500 New York, NY 10151 9th April 2025 Dear Sharon AI Inc. (“Sharon AI”) Stockholders, As we closed out the first quarter of |
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| March 31, 2025 |
Letter from Marcum LLP dated March 31, 2025 Exhibit 16.1 March 31, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Roth CH Acquisition Co. under Item 4.01 of its Form 8-K dated March 28, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Roth CH Acquisition Co. contai |
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| March 31, 2025 |
Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 28, 2025 ROTH CH ACQUISITION CO. (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation) (Commi |
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| March 28, 2025 |
Exhibit 4.5 DESCRIPTION OF SECURITIES As of December 31, 2024, Roth CH Acquisition Co. (“we,” “our,” “us” or the “Company”) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its units, each consisting of one Class A ordinary share and one-half of one redeemable warrant, (ii) Class A ordinary shares |
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| March 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40959 ROTH CH ACQUIS |
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| March 12, 2025 |
Filed by Roth CH Acquisition Co. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-40959 Subject Company: Roth CH Acquisition Co. Sharon AI to Forge Australia’s AI Future with Groundbreaking GPUaaS Supercomputer Featuring NVIDIA Accelerated Computing and Software New York, USA – March 11t |
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| February 28, 2025 |
Filed by Roth CH Acquisition Co. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-40959 Subject Company: Roth CH Acquisition Co. Sharon AI And New Era Helium Announce Letter of Intent to Acquire 200-Acre Site Intended For 250MW Net-Zero Energy AI/HPC Data Center in Texas New York, USA – |
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| January 30, 2025 |
Filed by Roth CH Acquisition Co. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-40959 Subject Company: Roth CH Acquisition Co. 29th January 2025 Dear Sharon AI Inc. (“SharonAI”) Stockholders, As we close out the first month of 2025, I couldn’t be more excited to provide this important |
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| January 29, 2025 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT dated January 28, 2025 by and among Roth CH Acquisition Co., SharonAI Inc., ROTH CH HOLDINGS, INC. and ROTH CH MERGER SUB, INC. TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 1.1 Definitions 2 1.2 Construction 14 ARTICLE II THE DOMESTICATION AND THE MERGER 16 2.1 Domestication 16 2.2 Merger 16 2.3 Merger Effective Time 16 2.4 Effect of the Merger 16 2.5 U |
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| January 29, 2025 |
Exhibit 99.1 Sharon AI Inc Announces Signing of Business Combination Agreement With Roth CH Acquisition Co. (OTC Markets: USCTF), Will Create A Leading Specialized AI/HPC Cloud GPU Infrastructure Platform New York, USA – January 29th, 2025 — Sharon AI, Inc. (“Sharon AI”), a High-Performance Computing (“HPC”) business focused on Artificial Intelligence (“AI”), Cloud GPU Compute Infrastructure and D |
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| January 29, 2025 |
Exhibit 10.3 LOCK-UP AGREEMENT This LOCK-UP AGREEMENT (this “Agreement”) is dated as of [●], by and among SharonAI Holdings Inc., a Delaware corporation (“Parent”) (formerly known as Roth CH Acquisition Co., a Cayman Islands exempted company, prior to its domestication as a Delaware corporation), certain former shareholders, officers and directors of SharonAI Inc., a Delaware corporation (the “Tar |
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| January 29, 2025 |
Exhibit 10.5 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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| January 29, 2025 |
Exhibit 10.3 LOCK-UP AGREEMENT This LOCK-UP AGREEMENT (this “Agreement”) is dated as of [●], by and among SharonAI Holdings Inc., a Delaware corporation (“Parent”) (formerly known as Roth CH Acquisition Co., a Cayman Islands exempted company, prior to its domestication as a Delaware corporation), certain former shareholders, officers and directors of SharonAI Inc., a Delaware corporation (the “Tar |
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| January 29, 2025 |
Company Support Agreement dated January 28, 2025(2) Exhibit 10.2 COMPANY SUPPORT AGREEMENT This COMPANY SUPPORT AGREEMENT (this “Agreement”) is dated as of January 28, 2025, by and among the Persons set forth on Schedule I hereto (each, a “Company Stockholder” and collectively, the “Company Stockholders”), Roth CH Acquisition Co., a Cayman Islands exempted company (which shall re-domicile as and become a Delaware corporation by means of a merger pr |
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| January 29, 2025 |
Exhibit 99.2 January 2025 Presentation DISCLAIMERS This presentation (this “Presentation”) is provided solely for information purposes only and does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity or debt . It has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination |
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| January 29, 2025 |
Exhibit 10.2 COMPANY SUPPORT AGREEMENT This COMPANY SUPPORT AGREEMENT (this “Agreement”) is dated as of January 28, 2025, by and among the Persons set forth on Schedule I hereto (each, a “Company Stockholder” and collectively, the “Company Stockholders”), Roth CH Acquisition Co., a Cayman Islands exempted company (which shall re-domicile as and become a Delaware corporation by means of a merger pr |
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| January 29, 2025 |
Exhibit 99.1 Sharon AI Inc Announces Signing of Business Combination Agreement With Roth CH Acquisition Co. (OTC Markets: USCTF), Will Create A Leading Specialized AI/HPC Cloud GPU Infrastructure Platform New York, USA – January 29th, 2025 — Sharon AI, Inc. (“Sharon AI”), a High-Performance Computing (“HPC”) business focused on Artificial Intelligence (“AI”), Cloud GPU Compute Infrastructure and D |
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| January 29, 2025 |
Form of Registration Rights Agreement, by and among Roth CH Acquisition Co., SharonAI Inc. Exhibit 10.4 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among (a) SharonAI Holdings Inc., a Delaware corporation (the “Company”) (formerly known as Roth CH Acquisition Co., a Cayman Islands exempted company, prior to its domestication as a Delaware corporation), (b) |
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| January 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported):January 28, 2025 ROTH CH ACQUISITION CO. (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation) (Comm |
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| January 29, 2025 |
Form of Registration Rights Agreement(2) Exhibit 10.4 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among (a) SharonAI Holdings Inc., a Delaware corporation (the “Company”) (formerly known as Roth CH Acquisition Co., a Cayman Islands exempted company, prior to its domestication as a Delaware corporation), (b) |
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| January 29, 2025 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT dated January 28, 2025 by and among Roth CH Acquisition Co., SharonAI Inc., ROTH CH HOLDINGS, INC. and ROTH CH MERGER SUB, INC. TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 1.1 Definitions 2 1.2 Construction 14 ARTICLE II THE DOMESTICATION AND THE MERGER 16 2.1 Domestication 16 2.2 Merger 16 2.3 Merger Effective Time 16 2.4 Effect of the Merger 16 2.5 U |
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| January 29, 2025 |
Sponsor Support Agreement dated January 28, 2025(2) Exhibit 10.1 EXECUTION COPY SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is dated as of January 28, 2025, by and among (a) certain Persons who acquired Parent Ordinary Common Shares or Parent Private Warrants from TKB Sponsor I, LLC (each, a “Sponsor Party”), (b) Roth CH Acquisition Co., a Cayman Islands exempted company (which shall re-domicile as and become a Delaw |
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| January 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported):January 28, 2025 ROTH CH ACQUISITION CO. (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation) (Comm |
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| January 29, 2025 |
Exhibit 10.5 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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| January 29, 2025 |
Exhibit 10.1 EXECUTION COPY SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is dated as of January 28, 2025, by and among (a) certain Persons who acquired Parent Ordinary Common Shares or Parent Private Warrants from TKB Sponsor I, LLC (each, a “Sponsor Party”), (b) Roth CH Acquisition Co., a Cayman Islands exempted company (which shall re-domicile as and become a Delaw |
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| January 29, 2025 |
Exhibit 99.2 January 2025 Presentation DISCLAIMERS This presentation (this “Presentation”) is provided solely for information purposes only and does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity or debt . It has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40959 ROTH CH |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40959 ROTH CH ACQUI |
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| May 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40959 ROTH CH ACQU |
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| May 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported):April 29, 2024 ROTH CH ACQUISITION CO. (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation) (Commis |
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| May 3, 2024 |
Exhibit 3.1 FORM OF SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ROTH CH ACQUISITION CO. THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ROTH CH ACQUISITION CO. THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORA |
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| April 25, 2024 |
UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0080 Washington, D. |
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| April 17, 2024 |
Roth CH Acquisition Co. Announces VOLUNTARY DELISTING FROM NASDAQ Exhibit 99.1 Roth CH Acquisition Co. Announces VOLUNTARY DELISTING FROM NASDAQ MIAMI BEACH, FL, April 15, 2024 /PRNewswire/ - Roth CH Acquisition Co. (Nasdaq: “USCT”) (“we”, “us”, “our”, or the “Company”), today announced that it has notified the Nasdaq Stock Market LLC (“Nasdaq”) of its decision to voluntarily delist its Class A Ordinary Shares, Units and Warrants exercisable for one Class A Ordi |
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| April 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 17, 2024 ROTH CH ACQUISITION CO. (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation) (Commi |
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| April 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40959 ROTH CH ACQUIS |
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| April 11, 2024 |
Exhibit 4.5 DESCRIPTION OF SECURITIES As of December 31, 2023, Roth CH Acquisition Co. (“we,” “our,” “us” or the “Company”) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its units, each consisting of one Class A ordinary share and one-half of one redeemable warrant, (ii) Class A ordinary shares |
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| April 11, 2024 |
Exhibit 97.1 ROTH CH ACQUISITION CO.(the “Company”) CLAWBACK POLICY Introduction The Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore adopted |
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| April 10, 2024 |
Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 10, 2024 ROTH CH ACQUISITION CO. (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation) (Commi |
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| March 28, 2024 |
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 ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| March 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-40959 NOTIFICATION OF LATE FILING CUSIP NUMBER G88935112 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra |
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| March 20, 2024 |
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 ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| March 8, 2024 |
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 ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| February 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 29, 2024 ROTH CH ACQUISITION CO. (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation) (Co |
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| February 22, 2024 |
USCT / Roth CH Acquisition Co. / Shaolin Capital Management LLC Passive Investment SC 13G/A 1 shaolinusct123123a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Roth CH Acquisition Co. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) G88935112 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check |
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| February 14, 2024 |
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 ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| February 13, 2024 |
KYG889351121 / TKB Critical Technologies 1 / GLAZER CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 ROTH CH ACQUISITION CO. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G88935112 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| February 9, 2024 |
EX-99.1 2 d730843dex991.htm EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of Class A Ordinary Shares, par value $0.0001 per share, of Roth CH Acquisition Co. (this “Agreement”), is |
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| February 9, 2024 |
KYG889351121 / TKB Critical Technologies 1 / SPRING CREEK CAPITAL LLC - SC 13G Passive Investment SC 13G 1 d730843dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Roth CH Acquisition Co. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G88935112 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statemen |
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| February 7, 2024 |
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 ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| January 30, 2024 |
KYG889351121 / TKB Critical Technologies 1 / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) ROTH CH ACQUISITION CO. (formerly TKB Critical Technologies 1) (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G88935112 (CUSIP Number) DECEMBER 31, 2023 (Date of event which requires filing of this sta |
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| January 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 11, 2024 ROTH CH ACQUISITION CO. (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation) (Com |
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| January 17, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Roth CH Acquisition Co. (formerly known as TKB Critical Technologies 1) (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G88935112 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this State |
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| December 19, 2023 |
Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 15, 2023 ROTH CH ACQUISITION CO. (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation) (Co |
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| December 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 15, 2023 Date of Report (Date of earliest event reported) Roth CH Acquisition Co. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation) (Com |
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| November 30, 2023 |
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 ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40959 ROTH CH |
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| November 9, 2023 |
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 ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| October 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 16, 2023 ROTH CH ACQUISITION CO. (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation) (Com |
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| September 20, 2023 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 20, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation |
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| September 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 7, 2023 ROTH CH ACQUISITION CO. TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisd |
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| September 13, 2023 |
Exhibit 3.1 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. |
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| August 25, 2023 |
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 ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| August 18, 2023 |
Promissory Note Dated July 1, 2023 Exhibit 10.4 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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| August 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40959 TKB CRITICAL |
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| August 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 13, 2023 TKB Critical Technologies 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation) ( |
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| August 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-40959 NOTIFICATION OF LATE FILING CUSIP NUMBER G88935112 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transit |
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| August 10, 2023 |
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 ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| August 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14F-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER TKB CRITICAL TECHNOLOGIES 1 (Name of Registrant) Cayman Islands 001-40959 98-1601095 (State of Incorporation) (Commission File No.) (IRS Employer Identification No.) 888 San Clemente Drive; Suite 400 |
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| July 3, 2023 |
Administrative Services Termination Agreement Exhibit 10.2 TKB CRITICAL TECHNOLOGIES 1 400 Continental Blvd, Suite 600 El Segundo, CA 90245 June 26, 2023 Tartavull Klein Blatteis Capital, LLC 400 Continental Boulevard, Suite 600 El Segundo, California 90245 Re: Termination of the Administrative Services Agreement Ladies and Gentlemen: Reference is made to the Administrative Services Agreement by and between TKB Critical Technologies 1 (the “C |
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| July 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 26, 2023 TKB Critical Technologies 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation) (Co |
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| July 3, 2023 |
Exhibit 10.1 AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 2 (this “Amendment”), dated as of June 28, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between TKB Critical Technologies 1 (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the me |
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| July 3, 2023 |
Amendment to the Amended and Restated Memorandum and Articles of Association Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF TKB CRITICAL TECHNOLOGIES 1 “RESOLVED, as a special resolution, that the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Articles 17.2, 17.3, 49.7, 49.8 and 49.10 in their entirety and the insertion of the following language in its place: |
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| June 26, 2023 |
Exhibit 10.1 Execution Copy SECURITIES TRANSFER AGREEMENT THIS SECURITIES TRANSFER AGREEMENT (this “Agreement”), dated June 25, 2023 (“Effective Date”), is by and among TKB Sponsor I, LLC, a Delaware limited liability company (the “Sponsor”), the individuals or entities listed on Schedule A hereto (collectively, the “Buyers”), TKB Critical Technologies 1, a Cayman Islands exempted company (the “SP |
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| June 26, 2023 |
TKB CRITICAL TECHNOLOGIES 1 ANNOUNCES ADJOURNMENT OF SHAREHOLDER MEETING Exhibit 99.1 TKB CRITICAL TECHNOLOGIES 1 ANNOUNCES ADJOURNMENT OF SHAREHOLDER MEETING EL SEGUNDO, CA - June 26, 2023 - TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company”) (NASDAQ: USCT), today filed a supplement (the “Proxy Supplement”) to its proxy statement dated June 15, 2023 (“Proxy Statement”) disclosing that it intends to open the Extraordinary General Meeting (the |
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| June 26, 2023 |
Exhibit 10.2 MUTUAL TERMINATION AGREEMENT This MUTUAL TERMINATION AGREEMENT (this “Agreement”), dated as of June 25, 2023, is by and among Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Wejo”), TKB Critical Technologies 1, an exempted company incorporated under the laws of the Cayman Islands (“TKB”), Green Merger Subsidiary Limited, an exempted c |
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| June 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 25, 2023 TKB Critical Technologies 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation) (Co |
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| June 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| June 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| June 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| May 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40959 TKB CRITICAL |
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| April 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001- |
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| April 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 11, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation) (C |
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| April 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 13, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation) (C |
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| April 13, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 13, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation) (C |
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| April 13, 2023 |
Exhibit 99.1 Wejo and TKB file Form S-4 Registration Statement for Business Combination Wejo Takes Next Steps Towards Full Capitalization MANCHESTER, England and EL SEGUNDO, California— April 13, 2023 — Wejo Group Limited (NASDAQ: WEJO) (“Wejo”), a global leader in Smart Mobility for Good™ and cloud and software analytics for connected, electric and autonomous vehicle data, and TKB Critical Techno |
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| April 13, 2023 |
Exhibit 99.1 Wejo and TKB file Form S-4 Registration Statement for Business Combination Wejo Takes Next Steps Towards Full Capitalization MANCHESTER, England and EL SEGUNDO, California— April 13, 2023 — Wejo Group Limited (NASDAQ: WEJO) (“Wejo”), a global leader in Smart Mobility for Good™ and cloud and software analytics for connected, electric and autonomous vehicle data, and TKB Critical Techno |
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| April 13, 2023 |
Wejo and TKB file Form S-4 Registration Statement for Business Combination Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TKB Critical Technologies 1 SEC File No. |
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| April 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* TKB Critical Technologies 1 (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G88935112 (CUSIP Number) February 1, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rul |
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| April 7, 2023 |
© Wejo Ltd. 4 th Quarter and FY 2022 Business Update April 2023 1 Filed by TKB Critical Technologies 1 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TKB Critical Technologies 1 SEC File No. |
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| April 7, 2023 |
Filed by TKB Critical Technologies 1 Filed by TKB Critical Technologies 1 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TKB Critical Technologies 1 SEC File No.: 001-40959 Date: April 7, 2023 |
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| April 4, 2023 |
Exhibit 4.5 DESCRIPTION OF SECURITIES As of December 31, 2022, TKB Critical Technologies 1 (“we,” “our,” “us” or the “Company”) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its units, each consisting of one Class A ordinary share and one-half of one redeemable warrant, (ii) Class A ordinary sh |
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| April 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40959 TKB CRITICAL T |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-40959 NOTIFICATION OF LATE FILING CUSIP NUMBER G88935112 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra |
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| March 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or Other Jurisdiction of incorporation) (C |
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| March 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or Other Jurisdiction of incorporation) (C |
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| March 29, 2023 |
Exhibit 2.1 AMENDMENT no. 1 TO BUSINESS COMBINATION AGREEMENT This FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Amendment No. 1”), dated as of March 27, 2023, is made and entered into between Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Wejo”), and TKB Critical Technologies 1, an exempted company incorporated under the laws of the C |
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| March 29, 2023 |
Exhibit 2.1 AMENDMENT no. 1 TO BUSINESS COMBINATION AGREEMENT This FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Amendment No. 1”), dated as of March 27, 2023, is made and entered into between Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Wejo”), and TKB Critical Technologies 1, an exempted company incorporated under the laws of the C |
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| March 3, 2023 |
425 1 tkbcriticaltech425.htm 425 Filed by TKB Critical Technologies 1 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TKB Critical Technologies 1 SEC File No.: 001-40959 Date: March 2, 2023 Transcript of Richard Barlow’s, CEO and Founder of Wejo, Appearance on The Amit Kukreja Podcast: Amit [0 |
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| March 2, 2023 |
Transcript of Richard Barlow’s, CEO and Founder of Wejo, Appearance on The Amit Kukreja Podcast: 425 1 wejo-425x3123.htm 425 Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TKB Critical Technologies 1 SEC File No.: 001-40959 Date: March 2, 2023 Transcript of Richard Barlow’s, CEO and Founder of Wejo, Appearance on The Amit Kukreja Podcast: Amit [00:00:02] Hello |
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| February 22, 2023 |
KYG889351121 / TKB Critical Technologies 1 / Shaolin Capital Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* TKB Critical Technologies 1 (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G88935112 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule p |
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| February 14, 2023 |
KYG889351121 / TKB Critical Technologies 1 / GLAZER CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 TKB Critical Technologies 1 (Name of Issuer) Class A ordinary share, par value $0.0001 per share (Title of Class of Securities) G88935112 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* TKB Critical Technologies 1 (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G88935112 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the ru |
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| February 13, 2023 |
KYG889351121 / TKB Critical Technologies 1 / Beryl Capital Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* TKB Critical Technologies 1 (Name of Issuer) Class A Ordinary Shares, par value $0.0001 (Title of Class of Securities) G88935112 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa |
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| February 13, 2023 |
Filed by TKB Critical Technologies 1 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TKB Critical Technologies 1 SEC File No. |
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| February 10, 2023 |
SC 13G 1 p23-0790sc13g.htm TKB CRITICAL TECHNOLOGIES 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TKB Critical Technologies 1 (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G88935112 (CUSIP Number) January 31, 2023 (Date of Event Which Requires Filing of thi |
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| February 10, 2023 |
Transcript of Richard Barlow and Angela Blatteis’s Appearance on SPACInsider Podcast Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TKB Critical Technologies 1 SEC File No. |
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| February 3, 2023 |
KYG889351121 / TKB Critical Technologies 1 / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 TKB CRITICAL TECHNOLOGIES 1 (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G88935112 (CUSIP Number) JANUARY 27, 2023 (Date of event which requires filing of this statement) Check the appropriate box to designate the rul |
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| January 31, 2023 |
Filed by TKB Critical Technologies 1 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TKB Critical Technologies 1 SEC File No. |
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| January 31, 2023 |
425 1 wejo-425x13123.htm 425 Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TKB Critical Technologies 1 SEC File No.: 001-40959 Date: January 31, 2023 Wejo Announces TKB Critical Technologies 1 to Retain Approximately $56.7 Million In Its Trust Account as Next Step |
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| January 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or Other Jurisdiction of incorporation) |
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| January 30, 2023 |
TKB Critical Technologies 1 Shareholders Approve Extension, Keeping $55 Million in the Trust Account Exhibit 99.1 TKB Critical Technologies 1 Shareholders Approve Extension, Keeping $55 Million in the Trust Account EL SEGUNDO, Calif., January 30, 2023 – TKB Critical Technologies 1 (“TKB” or the “Company”)(Nasdaq: USCTU, USCT, USCTW), announced that in its extraordinary general meeting held today, shareholders voted to approve an amendment to TKB’s amended and restated memorandum and articles of a |
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| January 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or Other Jurisdiction of incorporation) |
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| January 30, 2023 |
Exhibit 10.1 AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of January 27, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between TKB Critical Technologies 1 (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meani |
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| January 30, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or Other Jurisdiction of incorporation) |
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| January 30, 2023 |
Amendment to Investment Management Trust Agreement, dated January 27, 2023 Exhibit 10.1 AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of January 27, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between TKB Critical Technologies 1 (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meani |
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| January 30, 2023 |
Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF TKB CRITICAL TECHNOLOGIES 1 “RESOLVED, as a special resolution, that the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Article 49.7 and 49.8 in their entirety and the insertion of the following language in its place: 49.7 The Company ha |
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| January 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or Other Jurisdiction of incorporation) |
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| January 30, 2023 |
TKB Critical Technologies 1 Shareholders Approve Extension, Keeping $55 Million in the Trust Account Exhibit 99.1 TKB Critical Technologies 1 Shareholders Approve Extension, Keeping $55 Million in the Trust Account EL SEGUNDO, Calif., January 30, 2023 – TKB Critical Technologies 1 (“TKB” or the “Company”)(Nasdaq: USCTU, USCT, USCTW), announced that in its extraordinary general meeting held today, shareholders voted to approve an amendment to TKB’s amended and restated memorandum and articles of a |
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| January 30, 2023 |
Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF TKB CRITICAL TECHNOLOGIES 1 “RESOLVED, as a special resolution, that the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Article 49.7 and 49.8 in their entirety and the insertion of the following language in its place: 49.7 The Company ha |
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| January 27, 2023 |
John Maxwell Business Combination 101 Recording Transcript Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TKB Critical Technologies 1 SEC File No. |
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| January 27, 2023 |
Filed by TKB Critical Technologies 1 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TKB Critical Technologies 1 SEC File No. |
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| January 27, 2023 |
KYG889351121 / TKB Critical Technologies 1 / MILLENNIUM MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 TKB CRITICAL TECHNOLOGIES 1 (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G88935112 (CUSIP Number) JANUARY 17, 2023 (Date of event which requires filing of this statement) Check the appropriate box to designate the rul |
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| January 26, 2023 |
425 1 wejo-425x12623.htm 425 Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TKB Critical Technologies 1 SEC File No.: 001-40959 Date: January 26, 2023 Wejo Announces Successful Milestone in the Business Combination Process with TKB Critical Technologies 1 Approxima |
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| January 26, 2023 |
425 1 tkbcriticaltech1425.htm 425 Filed by TKB Critical Technologies 1 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TKB Critical Technologies 1 SEC File No.: 001-40959 Date: January 26, 2023 Wejo Announces Successful Milestone in the Business Combination Process with TKB Critical Technologi |
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| January 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 25, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation) |
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| January 25, 2023 |
Filed by TKB Critical Technologies 1 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TKB Critical Technologies 1 SEC File No. |
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| January 25, 2023 |
Exhibit 99.1 TKB Critical Technologies 1 Announces Retention of Approximately $53 million in Trust in Connection with Extension - Condition to Completing Extension Has Been Met EL SEGUNDO, Calif., January 25, 2023 – TKB Critical Technologies 1 (“TKB”)(Nasdaq: USCTU, USCT, USCTW) announced today that it has retained approximately $53 million in its trust account following the redemption deadline fo |
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| January 25, 2023 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 25, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation) |
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| January 25, 2023 |
Exhibit 99.1 TKB Critical Technologies 1 Announces Retention of Approximately $53 million in Trust in Connection with Extension - Condition to Completing Extension Has Been Met EL SEGUNDO, Calif., January 25, 2023 – TKB Critical Technologies 1 (“TKB”)(Nasdaq: USCTU, USCT, USCTW) announced today that it has retained approximately $53 million in its trust account following the redemption deadline fo |
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| January 24, 2023 |
425 1 wejo-425x12423.htm 425 Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TKB Critical Technologies 1 SEC File No.: 001-40959 Date: January 24, 2023 Transcript of "AMA" (ask me anything) video to be posted on r/Wejo Subreddit, with responses to questions from Red |
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| January 24, 2023 |
Exhibit 99.1 TKB Critical Technologies 1 Announces Adjournment of Extraordinary General Meeting to Approve Extension EL SEGUNDO, Calif., January 24, 2023 – TKB Critical Technologies 1 (“TKB”)(Nasdaq: USCTU, USCT, USCTW), announced today that it has adjourned the extraordinary general meeting (the “Extension Meeting”) seeking shareholder approval of an extension of the time that it has to consummat |
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| January 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 24, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation) |
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| January 24, 2023 |
Exhibit 99.1 TKB Critical Technologies 1 Announces Adjournment of Extraordinary General Meeting to Approve Extension EL SEGUNDO, Calif., January 24, 2023 – TKB Critical Technologies 1 (“TKB”)(Nasdaq: USCTU, USCT, USCTW), announced today that it has adjourned the extraordinary general meeting (the “Extension Meeting”) seeking shareholder approval of an extension of the time that it has to consummat |
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| January 24, 2023 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 24, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation) |
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| January 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or Other Jurisdiction of incorporation) |
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| January 20, 2023 |
Business Combination of Two Public Companies to Provide Capital to Wejo Filed by TKB Critical Technologies 1 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TKB Critical Technologies 1 SEC File No. |
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| January 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or Other Jurisdiction of incorporation) |
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| January 20, 2023 |
Business Combination of Two Public Companies to Provide Capital to Wejo Filed by Wejo Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TKB Critical Technologies 1 SEC File No. |
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| January 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 18, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or Other Jurisdiction of incorporation) |
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| January 18, 2023 |
425 1 tkbcriticaltech1425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 18, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or Oth |
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| January 12, 2023 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 2 Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) E9Cayman Island 001-40959 98-1601095 (State or Other Jurisdiction |
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| January 12, 2023 |
Exhibit 99.1 © Wejo Ltd. Investor Presentation January 2023 1 © Wejo Ltd. Disclaimer (1/2) Disclaimer This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between TKB Critical Technologies 1 (“TKB”) and Wejo Group Limited (“Wejo” or the “ |
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| January 12, 2023 |
Exhibit 99.1 © Wejo Ltd. Investor Presentation January 2023 1 © Wejo Ltd. Disclaimer (1/2) Disclaimer This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between TKB Critical Technologies 1 (“TKB”) and Wejo Group Limited (“Wejo” or the “ |
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| January 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 2 Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Island 001-40959 98-1601095 (State or Other Jurisdiction o |
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| January 11, 2023 |
Exhibit 10.3 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2023, is made and entered into by and among Wejo Holdings Limited, an exempted company limited by shares incorporated under the laws of Bermuda (the “Company”), TKB Critical Technologies 1, a Cayman Island exempted company (“SPAC”), TKB Sponsor 1, LLC, a Delaware limited liabi |
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| January 11, 2023 |
Exhibit 10.1 FORM OF WEJO VOTING AGREEMENT This VOTING AGREEMENT (“Agreement”) is dated as of January 10, 2023, by and between TKB Critical Technologies 1, an exempted company incorporated under the laws of the Cayman Islands (“TKB”) and [●] (“Shareholder”). W I T N E S S E T H: WHEREAS, as of the date hereof, the Shareholder is the beneficial owner (as defined in Rule 13d-3 and 13d-5(b)(1) of the |
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| January 11, 2023 |
Form of Registration Rights Agreement(3) EX-10.3 5 tkbcriticaltech1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2023, is made and entered into by and among Wejo Holdings Limited, an exempted company limited by shares incorporated under the laws of Bermuda (the “Company”), TKB Critical Technologies 1, a Cayman Island exempted company (“SP |
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| January 11, 2023 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT BY AND AMONG WEJO GROUP LIMITED, TKB CRITICAL TECHNOLOGIES 1 AND GREEN MERGER SUBSIDIARY LIMITED DATED AS OF JANUARY 10, 2023 TABLE OF CONTENTS PAGE Article I THE MERGERs Section 1.1 The Mergers 3 Section 1.2 Closing; Effective Time 4 Section 1.3 Effect of the Merger 4 Section 1.4 Organizational Documents 5 Section 1.5 Directors and Officers 5 Article II |
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| January 11, 2023 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT BY AND AMONG WEJO GROUP LIMITED, TKB CRITICAL TECHNOLOGIES 1 AND GREEN MERGER SUBSIDIARY LIMITED DATED AS OF JANUARY 10, 2023 TABLE OF CONTENTS PAGE Article I THE MERGERs Section 1.1 The Mergers 3 Section 1.2 Closing; Effective Time 4 Section 1.3 Effect of the Merger 4 Section 1.4 Organizational Documents 5 Section 1.5 Directors and Officers 5 Article II |
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| January 11, 2023 |
Exhibit 10.2 FORM OF SPONSOR VOTING AGREEMENT This VOTING AGREEMENT (“Agreement”) is dated as of January 10, 2023, by and among Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Wejo”), TKB Sponsor I, LLC, a Delaware limited liability company (“Sponsor”) and the Persons identified on Schedule I attached hereto (together with the Sponsor, each a “Sha |
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| January 11, 2023 |
Form of Sponsor Voting Agreement(3) Exhibit 10.2 FORM OF SPONSOR VOTING AGREEMENT This VOTING AGREEMENT (“Agreement”) is dated as of January 10, 2023, by and among Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Wejo”), TKB Sponsor I, LLC, a Delaware limited liability company (“Sponsor”) and the Persons identified on Schedule I attached hereto (together with the Sponsor, each a “Sha |
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| January 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 10, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdictio |
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| January 11, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 10, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdictio |
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| January 11, 2023 |
Exhibit 10.1 FORM OF WEJO VOTING AGREEMENT This VOTING AGREEMENT (“Agreement”) is dated as of January 10, 2023, by and between TKB Critical Technologies 1, an exempted company incorporated under the laws of the Cayman Islands (“TKB”) and [●] (“Shareholder”). W I T N E S S E T H: WHEREAS, as of the date hereof, the Shareholder is the beneficial owner (as defined in Rule 13d-3 and 13d-5(b)(1) of the |
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| January 10, 2023 |
Investor Presentation dated January 2023. Exhibit 99.2 |
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| January 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 10, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation) |
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| January 10, 2023 |
Exhibit 99.1 Wejo Group Limited Enters Into Business Combination with TKB Critical Technologies 1 Definitive Business Combination Agreement Expected to Provide up to $100 Million in Capital to Wejo and $11.25 per Share for TKB Shareholders Company to Provide a Business Update on Tuesday, January 10, 2023 at 10:00 am EST Manchester, United Kingdom and El Segundo, California, January 10, 2023 - Wejo |
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| January 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 10, 2023 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation) |
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| January 10, 2023 |
Investor Presentation dated January 2023. EX-99.2 3 tkbcriticaltech1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 |
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| January 10, 2023 |
Exhibit 99.1 Wejo Group Limited Enters Into Business Combination with TKB Critical Technologies 1 Definitive Business Combination Agreement Expected to Provide up to $100 Million in Capital to Wejo and $11.25 per Share for TKB Shareholders Company to Provide a Business Update on Tuesday, January 10, 2023 at 10:00 am EST Manchester, United Kingdom and El Segundo, California, January 10, 2023 - Wejo |
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| January 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| January 5, 2023 |
CORRESP 1 filename1.htm January 5, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549 Attn: Joseph Ambrogi Pamela Long Re: TKB Critical Technologies 1 Preliminary Proxy Statement on Schedule 14A Filed December 12, 2022 File No. 001-40959 Dear Mr. Ambrogi and Ms. Long: On behalf |
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| December 30, 2022 |
CORRESP 1 filename1.htm December 30, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549 Attn: Joseph Ambrogi Pamela Long Re: TKB Critical Technologies 1 Preliminary Proxy Statement on Schedule 14A Filed December 12, 2022 File No. 001-40959 Dear Mr. Ambrogi and Ms. Long: On beha |
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| December 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40959 TKB CRIT |
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| August 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40959 TKB CRITICAL |
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| May 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* TKB Critical Technologies 1 (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G88935112 (CUSIP Number) May 24, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pu |
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| May 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40959 TKB CRITICAL |
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| March 14, 2022 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 29, 2021 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation |
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| March 14, 2022 |
TKB CRITICAL TECHNOLOGIES 1 INDEX TO FINANCIAL STATEMENT EX-99.1 2 tkbcritical99-1.htm EXHIBIT 99.1 Exhibit 99.1 TKB CRITICAL TECHNOLOGIES 1 INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of October 29, 2021 (As Restated) F-3 Notes to Financial Statement (As Restated) F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of TKB Critical Techno |
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| March 14, 2022 |
Exhibit 4.5 DESCRIPTION OF SECURITIES As of December 31, 2021, TKB Critical Technologies 1 (“we,” “our,” “us” or the “Company”) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its units, each consisting of one Class A ordinary share and one-half of one redeemable warrant, (ii) Class A ordinary sh |
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| March 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40959 TKB CRITICAL T |
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| February 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 11, 2022 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation) |
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| February 14, 2022 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* TKB Critical Technologies 1 (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G88935112 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check |
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| February 11, 2022 |
KYG889351048 / TKB Critical Technologies 1 / Beryl Capital Management LLC Passive Investment SC 13G/A 1 usct13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* TKB Critical Technologies 1 (Name of Issuer) Class A Ordinary Shares, par value $0.0001 (Title of Class of Securities) G88935112 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the ap |
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| February 3, 2022 |
KYG889351048 / TKB Critical Technologies 1 / TKB Critical Technologies 1 - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 TKB Critical Technologies 1 (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Titles of Class of Securities) G88935 104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box |
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| December 16, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 16, 2021 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation) |
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| December 16, 2021 |
Exhibit 99.1 TKB Critical Technologies 1 Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing December 17, 2021 EL SEGUNDO, CALIFORNIA, December 16, 2021 — TKB Critical Technologies 1 (NASDAQ: USCTU) (the “Company”) announced that, commencing December 17, 2021, holders of the 23,000,000 units sold in the Company’s initial public offering, including the 3,000,000 un |
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| December 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40959 TKB CRIT |
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| November 15, 2021 |
Saba Capital Management, L.P. - FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TKB Critical Technologies 1 (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G88935104 (CUSIP Number) November 5, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule p |
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| November 8, 2021 |
Apollo Management Holdings GP, LLC - SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 TKB Critical Technologies 1 (Name of Issuer) Class A ordinary share, par value $0.0001 per share (Title of Class of Securities) G88935104** (CUSIP Number) October 29, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t |
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| November 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TKB Critical Technologies 1 (Name of Issuer) Class A Ordinary Shares, par value $0.0001 (Title of Class of Securities) G889351041 (CUSIP Number) October 27, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat |
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| November 4, 2021 |
TKB CRITICAL TECHNOLOGIES 1 INDEX TO FINANCIAL STATEMENT Exhibit 99.1 TKB CRITICAL TECHNOLOGIES 1 INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of October 29, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of TKB Critical Technologies 1 Opinion on the Financial Statement We have audited the accompa |
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| November 4, 2021 |
Other Events, Financial Statements and Exhibits 8-K 1 tkbcriticaltech8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 29, 2021 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other |
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| October 29, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 26, 2021 by and between TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statement |
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| October 29, 2021 |
EX-10.1 5 tkbcriticaltech1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 October 26, 2021 TKB Critical Technologies 1 400 Continental Boulevard, Suite 600 El Segundo, California 90245 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among TKB Criti |
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| October 29, 2021 |
TKB Critical Technologies 1 Announces Pricing of $200 Million Initial Public Offering EX-99.1 10 tkbcriticaltech1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 TKB Critical Technologies 1 Announces Pricing of $200 Million Initial Public Offering EL SEGUNDO, Calif., Oct 27, 2021 (GLOBE NEWSWIRE) – TKB Critical Technologies 1 (the “Company”) today announced the pricing of its initial public offering of 20,000,000 units at a price of $10.00 per unit. The units are expected to be listed on the N |
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| October 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 26, 2021 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-40959 98-1601095 (State or other jurisdiction of incorporation) |
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| October 29, 2021 |
TKB Critical Technologies 1 Announces Closing of $230 Million Initial Public Offering EX-99.2 11 tkbcriticaltech1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 TKB Critical Technologies 1 Announces Closing of $230 Million Initial Public Offering El Segundo, CA – October 29, 2021 – TKB Critical Technologies 1 (the “Company”) today announced the closing of its initial public offering of 23,000,000 units, including 3,000,000 units issued pursuant to the full exercise of the underwriters’ over-a |
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| October 29, 2021 |
EX-3.1 3 tkbcriticaltech1ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman TKB Critical Technologies 1 (ROC #374835) (the “Company”) TAKE NOTICE that by written resolution of the shareholders of the Company dated 19th October 2021, the following special resolution was passed: 1. Adoption of Amended and Restated Mem |
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| October 29, 2021 |
EX-10.5 9 tkbcriticaltech1ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 TKB CRITICAL TECHNOLOGIES 1 400 Continental Boulevard, Suite 600 El Segundo, California 90245 October 26, 2021 Tartavull Klein Blatteis Capital, LLC 400 Continental Boulevard, Suite 600 El Segundo, California 90245 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and between TKB Cr |
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| October 29, 2021 |
Private Placement Warrants Purchase Agreement between the Registrant and TKB Sponsor I, LLC(2) EX-10.4 8 tkbcriticaltech1ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 26, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between TKB Critical Technologies 1, a Cayman Islands exempted company (the “Compa |
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| October 29, 2021 |
EX-10.3 7 tkbcriticaltech1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 26, 2021, is made and entered into by and among TKB Critical Technologies 1, a Cayman Island exempted company (the “Company”), TKB Sponsor 1, LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned part |
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| October 29, 2021 |
EX-1.1 2 tkbcriticaltech1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 20,000,000 Units TKB Critical Technologies 1 UNDERWRITING AGREEMENT October 26, 2021 JEFFERIES LLC As Representative of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, NY 10022 Ladies and Gentlemen: Introductory. TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company”), proposes, upon the terms |
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| October 29, 2021 |
Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant(2) EX-4.1 4 tkbcriticaltech1ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 FORM OF WARRANT AGREEMENT between TKB CRITICAL TECHNOLOGIES 1. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 26, 2021, is by and between TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York l |
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| October 28, 2021 |
$200,000,000 TKB Critical Technologies 1 20,000,000 Units 424B4 1 tkbcriticaltech424b4.htm 424B4 FILED PURSUANT TO RULE 424(b)(4) REGISTRATION NO. 333-260167 PROSPECTUS $200,000,000 TKB Critical Technologies 1 20,000,000 Units TKB Critical Technologies 1 is a newly organized blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or simi |
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| October 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 TKB Critical Technologies 1 (Exact name of registrant as specified in its charter) Cayman Islands (State of incorporation or organization) 98-1601095 (I.R.S. Employer Identification No.) 400 Cont |
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| October 22, 2021 |
* * * [Signature Page Follows] CORRESP 1 filename1.htm October 22, 2021 VIA EDGAR Jan Woo Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: TKB Critical Technologies 1 Registration Statement on Form S-1, as amended File No. 333-260167 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (th |
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| October 22, 2021 |
TKB Critical Technologies 1 400 Continental Blvd, Suite 600 El Segundo, CA 90245 TKB Critical Technologies 1 400 Continental Blvd, Suite 600 El Segundo, CA 90245 October 22, 2021 VIA EDGAR Jan Woo Megan Akst Kahleen Collins United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: TKB Critical Technologies 1 Registration Statement on Form S-1 Filed October 8, 2021, as amended File No. |
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| October 19, 2021 |
As filed with the U.S. Securities and Exchange Commission on October 19, 2021. As filed with the U.S. Securities and Exchange Commission on October 19, 2021. Registration No. 333-260167 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1601095 (State or other jurisdi |
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| October 8, 2021 |
Memorandum and Articles of Association.* Exhibit 3.1 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF TKB Critical Technologies 1 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF TKB Critical Technologies 1 1 The name of the Company is TKB Critical Technologies 1. 2 The Registered Office of the Company shall |
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| October 8, 2021 |
Exhibit 99.5 Consent of Director Nominee Pursuant to Rule 438 under the Securities Act of 1933 (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of TKB Critical Technologies 1 (the “Company”), the undersigned hereby consents to being named and described as a person who will become a director of the Company in the Registration Statement |
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| October 8, 2021 |
Forward Purchase Agreement between the Registrant and Apollo Capital Management, L.P.(1) Exhibit 10.10 Execution Version FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of August 4, 2021, by and among TKB Critical Technologies 1, a Cayman Islands exempt company (the “Company”), and each of Corbin ERISA Opportunity Fund, Ltd. (“Corbin ERISA”), Corbin Opportunity Fund, L.P. (“Corbin Opportunity”), Atalaya Special Purpose Investment Fund I |
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| October 8, 2021 |
EX-10.1 11 tkbcriticaltech1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 [●], 2021 TKB Critical Technologies 1 400 Continental Boulevard, Suite 600 El Segundo, California 90245 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among TKB Critical Te |
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| October 8, 2021 |
Form of Private Placement Warrants Purchase Agreement between the Registrant and TKB Sponsor I, LLC. Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company”), and TKB Sponsor I, LLC, a Delaware limited liabilit |
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| October 8, 2021 |
Code of Business Conduct and Ethics(1) EX-14 21 tkbcriticaltech1ex14.htm EXHIBIT 14 Exhibit 14 TKB CRITICAL TECHNOLOGIES 1 FORM OF CODE OF BUSINESS CONDUCT AND ETHICS Effective [•], 2021 I. Introduction The Board of Directors (the “Board”) of TKB Critical Technologies 1 has adopted this code of business conduct and ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, |
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| October 8, 2021 |
Specimen Warrant Certificate(1) EX-4.3 7 tkbcriticaltech1ex4-3.htm EXHIBIT 4.3 Exhibit 4.3 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW TKB CRITICAL TECHNOLOGIES 1 Incorporated Under the Laws of the Cayman Islands CUSIP [●] Warrant Certificate This Warrant Certificate certifies th |
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| October 8, 2021 |
EX-4.1 5 tkbcriticaltech1ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP TKB CRITICAL TECHNOLOGIES 1 UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units of TKB Critical Technologies 1, a Cayman Island |
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| October 8, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 FORM OF WARRANT AGREEMENT between TKB CRITICAL TECHNOLOGIES 1. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in suc |
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| October 8, 2021 |
Form of Audit Committee Charter. Exhibit 99.1 TKB CRITICAL TECHNOLOGIES 1 AUDIT COMMITTEE CHARTER Effective [•], 2021 I. Purposes The Audit Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of TKB Critical Technologies 1 (the “Company”) to assist the Board in its oversight of the accounting and financial reporting processes of the Company and the Company’s compliance with legal and regulatory requir |
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| October 8, 2021 |
Form of Indemnity Agreement(1) EX-10.5 15 tkbcriticaltech1ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 FORM OF INDEMNITY AGREEMENT This INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company”), and [] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations as directors or |
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| October 8, 2021 |
Form of Administrative Services Agreement between the Registrant and TKB Capital. Exhibit 10.8 TKB CRITICAL TECHNOLOGIES 1 400 Continental Boulevard, Suite 600 El Segundo, California 90245 [•], 2021 Tartavull Klein Blatteis Capital, LLC 400 Continental Boulevard, Suite 600 El Segundo, California 90245 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and between TKB Critical Technologies 1 (the “Company”) and Tartavull Klein |
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| October 8, 2021 |
Power of Attorney (included on signature page of prior filing).* As filed with the U.S. Securities and Exchange Commission on October 8, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TKB CRITICAL TECHNOLOGIES 1 (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1601095 (State or other jurisdiction of incorporation or |
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| October 8, 2021 |
Exhibit 99.6 Consent of Director Nominee Pursuant to Rule 438 under the Securities Act of 1933 (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of TKB Critical Technologies 1 (the “Company”), the undersigned hereby consents to being named and described as a person who will become a director of the Company in the Registration Statement |
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| October 8, 2021 |
Form of Compensation Committee Charter. Exhibit 99.2 TKB CRITICAL TECHNOLOGIES 1 COMPENSATION COMMITTEE CHARTER Effective [], 2021 I. Purposes The Compensation Committee (the ?Committee?) is appointed by the Board of Directors (the ?Board?) of TKB Critical Technologies 1 (the ?Company?) to: (A) assist the Board in overseeing the Company?s employee compensation policies and practices, including (i) determining and approving the compensat |
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| October 8, 2021 |
EX-10.9 19 tkbcriticaltech1ex10-9.htm EXHIBIT 10.9 Exhibit 10.9 Execution Version AMENDED AND RESTATED FORWARD PURCHASE AGREEMENT This Amended and Restated Forward Purchase Agreement (this “Agreement”) is entered into as of August 13, 2021, by and among TKB Critical Technologies 1, a Cayman Islands exempt company (the “Company”), and the other entities listed on the signature pages hereto. (collec |
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| October 8, 2021 |
Exhibit 99.4 Consent of Director Nominee Pursuant to Rule 438 under the Securities Act of 1933 (the ?Securities Act?), in connection with the Registration Statement on Form S-1 (the ?Registration Statement?) of TKB Critical Technologies 1 (the ?Company?), the undersigned hereby consents to being named and described as a person who will become a director of the Company in the Registration Statement |
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| October 8, 2021 |
Amended and Restated Memorandum and Articles of Association(1) EX-3.2 4 tkbcriticaltech1ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF TKB CRITICAL TECHNOLOGIES 1 (adopted by special resolution dated 2021) THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF |
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| October 8, 2021 |
EX-1.1 2 tkbcriticaltech1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 20,000,000 Units TKB Critical Technologies 1 UNDERWRITING AGREEMENT [●], 2021 JEFFERIES LLC As Representative of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, NY 10022 Ladies and Gentlemen: Introductory. TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company”), proposes, upon the terms and su |
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| October 8, 2021 |
EX-10.3 13 tkbcriticaltech1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among TKB Critical Technologies 1, a Cayman Island exempted company (the “Company”), TKB Sponsor 1, LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned parties li |
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| October 8, 2021 |
October 8, 2021 BY EDGAR Jan Woo Megan Akst Kahleen Collins United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: TKB Critical Technologies 1 Registration Statement on Form S-1 Draft Registration Statement originally submitted on May 19, 2021 and amended on August 19, 2021 CIK No. |
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| October 8, 2021 |
Specimen Ordinary Share Certificate(1) EX-4.2 6 tkbcriticaltech1ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP TKB CRITICAL TECHNOLOGIES 1 CLASS A ORDINARY SHARES THIS CERTIFIES THAT is the owner of Class A ordinary shares, par value $0.0001 per share (each, a “Class A Ordinary Share”), of TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company”), transferable on the bo |
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| October 8, 2021 |
Exhibit 99.3 Consent of Director Nominee Pursuant to Rule 438 under the Securities Act of 1933 (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of TKB Critical Technologies 1 (the “Company”), the undersigned hereby consents to being named and described as a person who will become a director of the Company in the Registration Statement |
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| October 8, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statement on For |
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| October 8, 2021 |
Promissory Note issued to TKB Sponsor I, LLC.* Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| October 8, 2021 |
Securities Subscription Agreement between the Registrant and TKB Sponsor I, LLC(1) EX-10.7 17 tkbcriticaltech1ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 TKB Critical Technologies 1 400 Continental Blvd, Suite 600 El Segundo, CA 90245 April 28, 2021 TKB Sponsor I, LLC 400 Continental Blvd, Suite 600 El Segundo, CA 90245 RE: Securities Subscription Agreement Ladies and Gentlemen: TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company,” “we” or “us”), is pleased to |
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| August 19, 2021 |
EX-99.3 23 filename23.htm Exhibit 99.3 Consent of Director Nominee Pursuant to Rule 438 under the Securities Act of 1933 (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of TKB Critical Technologies 1 (the “Company”), the undersigned hereby consents to being named and described as a person who will become a director of the Company in |
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| August 19, 2021 |
EX-99.4 24 filename24.htm Exhibit 99.4 Consent of Director Nominee Pursuant to Rule 438 under the Securities Act of 1933 (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of TKB Critical Technologies 1 (the “Company”), the undersigned hereby consents to being named and described as a person who will become a director of the Company in |
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| August 19, 2021 |
TKB CRITICAL TECHNOLOGIES 1 AUDIT COMMITTEE CHARTER Effective [•], 2021 EX-99.1 21 filename21.htm Exhibit 99.1 TKB CRITICAL TECHNOLOGIES 1 AUDIT COMMITTEE CHARTER Effective [•], 2021 I. Purposes The Audit Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of TKB Critical Technologies 1 (the “Company”) to assist the Board in its oversight of the accounting and financial reporting processes of the Company and the Company’s compliance with l |
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| August 19, 2021 |
EX-3.2 3 filename3.htm Exhibit 3.2 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF TKB CRITICAL TECHNOLOGIES 1 (adopted by special resolution dated 2021) THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF TKB CRITICAL TECHNOLOGI |
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| August 19, 2021 |
EX-10.1 10 filename10.htm Exhibit 10.1 [●], 2021 TKB Critical Technologies 1 400 Continental Boulevard, Suite 600 El Segundo, California 90245 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among TKB Critical Technologies 1, a Cayman Is |
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| August 19, 2021 |
EX-10.6 15 filename15.htm Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND |
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| August 19, 2021 |
TKB CRITICAL TECHNOLOGIES 1 FORM OF CODE OF BUSINESS CONDUCT AND ETHICS Effective [•], 2021 EX-14 20 filename20.htm Exhibit 14 TKB CRITICAL TECHNOLOGIES 1 FORM OF CODE OF BUSINESS CONDUCT AND ETHICS Effective [•], 2021 I. Introduction The Board of Directors (the “Board”) of TKB Critical Technologies 1 has adopted this code of business conduct and ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employe |
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| August 19, 2021 |
TKB CRITICAL TECHNOLOGIES 1 CLASS A ORDINARY SHARES EX-4.2 5 filename5.htm Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP TKB CRITICAL TECHNOLOGIES 1 CLASS A ORDINARY SHARES THIS CERTIFIES THAT is the owner of Class A ordinary shares, par value $0.0001 per share (each, a “Class A Ordinary Share”), of TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company”), transferable on the books of the Company in pe |
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| August 19, 2021 |
TKB CRITICAL TECHNOLOGIES 1 COMPENSATION COMMITTEE CHARTER Effective [__], 2021 EX-99.2 22 filename22.htm Exhibit 99.2 TKB CRITICAL TECHNOLOGIES 1 COMPENSATION COMMITTEE CHARTER Effective [], 2021 I. Purposes The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of TKB Critical Technologies 1 (the “Company”) to: (A) assist the Board in overseeing the Company’s employee compensation policies and practices, including (i) determining a |
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| August 19, 2021 |
TKB Critical Technologies 1 400 Continental Blvd, Suite 600 El Segundo, CA 90245 EX-10.7 16 filename16.htm Exhibit 10.7 TKB Critical Technologies 1 400 Continental Blvd, Suite 600 El Segundo, CA 90245 April 28, 2021 TKB Sponsor I, LLC 400 Continental Blvd, Suite 600 El Segundo, CA 90245 RE: Securities Subscription Agreement Ladies and Gentlemen: TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company,” “we” or “us”), is pleased to accept the offer made by |
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| August 19, 2021 |
EX-99.6 26 filename26.htm Exhibit 99.6 Consent of Director Nominee Pursuant to Rule 438 under the Securities Act of 1933 (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of TKB Critical Technologies 1 (the “Company”), the undersigned hereby consents to being named and described as a person who will become a director of the Company in |
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| August 19, 2021 |
EX-4.1 4 filename4.htm Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP TKB CRITICAL TECHNOLOGIES 1 UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units of TKB Critical Technologies 1, a Cayman Islands exempted company (the |
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| August 19, 2021 |
AMENDED AND RESTATED FORWARD PURCHASE AGREEMENT EX-10.9 18 filename18.htm Exhibit 10.9 Execution Version AMENDED AND RESTATED FORWARD PURCHASE AGREEMENT This Amended and Restated Forward Purchase Agreement (this “Agreement”) is entered into as of August 13, 2021, by and among TKB Critical Technologies 1, a Cayman Islands exempt company (the “Company”), and the other entities listed on the signature pages hereto. (collectively, the “Purchaser”). |
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| August 19, 2021 |
August 19, 2021 BY EDGAR Folake Ayoola Jan Woo United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: TKB Critical Technologies 1 Draft Registration Statement on Form S-1 Originally submitted on May 19, 2021 and amended on August 19, 2021 CIK No. |
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| August 19, 2021 |
EX-10.5 14 filename14.htm Exhibit 10.5 FORM OF INDEMNITY AGREEMENT This INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company”), and [] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations as directors or officers or in other cap |
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| August 19, 2021 |
INVESTMENT MANAGEMENT TRUST AGREEMENT Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statement on For |
