Wejo Group Limited cancelled the acquisition of TKB Critical Technologies 1 from a group of shareholders.
The Closing is subject to customary closing conditions, including, among others, approval of the transaction by TKBâs shareholders and Wejoâs shareholders; declaration of the effectiveness by the Securities and Exchange Commission (the â SEC â) of the Registration Statement on Form S-4 to be filed by Holdco; expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; approval of Holdco Common Shares and warrants issued as consideration in the Business Combination for listing on Nasdaq Stock Market subject to official notice of issuance; Sponsor shall have delivered to Wejo a counterpart of the Registration Rights Agreement duly executed by Sponsor, the Sponsorâs members and its or their transferees and the Sponsor and other closing conditions. The board of directors of Wejo and the board of directors of TKB have each unanimously approved the business combination agreement and the transactions contemplated thereby. Certain shareholders of Wejo cumulatively representing at least 11% of Wejoâs share capital have entered into voting agreements with TKB providing that, among other things, such shareholders will vote their shares of Wejo in favor of the transaction, subject to customary exceptions. Similarly, TKBâs sponsor has entered into a voting agreement with Wejo providing that, among other things, it will vote its shares in favor of the transaction, subject to customary exceptions. As of January 25, 2023, TKB Critical Technologies 1 has retained approximately $53 million in its trust account following the redemption deadline for the Class A ordinary shares initially issued in TKBâs IPO and seeking shareholder approval of an extension of the time that it has to consummate an initial business combination (âExtensionâ). The Extension was conditioned on TKB having at least 5.0 million Public Shares outstanding upon consummation of the Extension after taking into account valid redemptions. As of January 26, 2023, TKB shareholders may request to withdraw redemptions at any time until the vote is taken with respect to the Extension. TKBâs shareholder meeting will reconvene at 4:00 p.m. Eastern Time on Friday, January 27, 2023. As of January 18, 2023, Wejo Group Limited received a notice from the Listing Qualifications Staff of The NASDAQ Stock Market LLC notifying the Company that, based upon based upon the closing bid price of the Companyâs common shares, par value $0.001 per share, for the last 30 consecutive business days, the Company no longer meets the requirement to maintain a minimum bid price of $1.00 per share TKB Critical Technologies 1 shareholders voted to approve an amendment to TKBâs amended and restated memorandum and articles of association to extend the date that the Company has to consummate a business combination from January 29, 2023 to June 29, 2023. As of January 31, 2023, Wejo Group announced TKB Critical Technologies 1 (NASDAQ: USCT) (âTKBâ) retained approximately $56.7 million in its trust account after a final shareholder vote to extend the time it has to consummate a business combination to June 29, 2023. The vote, which was approved by approximately 99% of the votes cast at the meeting, representing approximately 82% of TKBâs outstanding shares, resulted in the retention of approximately $3.7 million more in TKBâs trust account than was reported by TKB on January 25, 2023. The parties anticipate that the transaction will close in the second quarter of 2023. As of April 3, 2023, the transaction is expected to close in the late second quarter of 2023. This business combination gives the opportunity to TKB shareholders to invest in a good company at a significant discount to its fundamental value. The transaction structure enables TKB investors to get a premium yield on return from the trust.
Jefferies LLC is serving as financial advisor and capital markets advisor to TKB and placement agent in connection with the anticipated PIPE. Elliott Smith, Bryan Luchs and Emilio GrandÃo of White & Case LLP is serving as legal counsels to TKB. Denis Klimentchenko, Lorenzo Corte, Andrea Spadacini, Alec J. Jarvis, Evgueni Gokhmark, Erica Schohn, David E. Schwartz and Noemi Blasutta of Skadden, Arps, Slate, Meagher & Flom (UK) LLP is serving as legal counsel to Wejo. Paul Hastings LLP is serving as legal advisor to Jefferies LLC. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to TKB. Wejo has retained MacKenzie Partners, Inc., a proxy solicitation firm, to assist it in the solicitation of proxies for the special general meeting. Pursuant to its engagement by TKB, Stout became entitled to an aggregate fee of $250,000 for its services, of which $100,000 became payable to Stout upon its retention by TKB and $150,000 was earned by Stout upon the delivery of its opinion.
Wejo Group Limited (NasdaqGS:WEJO) cancelled the acquisition of TKB Critical Technologies 1 (NasdaqGM:USCT) from a group of shareholders on June 25, 2023.