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(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has
submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of
this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See
the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has
filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its
audit report. ☐
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
The aggregate market value of the voting and non-voting
common equity held by non-affiliates of the registrant as of June 30, 2022, the last business day of the registrant’s most recently
completed second fiscal quarter, was $230,460,000, computed by reference to the closing price of the Class A ordinary shares reported
on Nasdaq on such date.
PART III
Item 10. Directors, Executive Officers and Corporate
Governance.
Officers and Directors
| Name |
|
Age |
|
Position |
| Angela Blatteis |
|
62 |
|
Co-Chief Executive Officer, Chief Financial Officer, Director |
| Greg Klein |
|
56 |
|
Co-Chief Executive Officer, Director |
| Philippe Tartavull |
|
65 |
|
Executive Chairman |
| Frank Levinson |
|
69 |
|
Director |
| Michael Herson |
|
57 |
|
Director |
| Ryan O’Hara |
|
54 |
|
Director |
| William Zerella |
|
66 |
|
Director |
Angela Blatteis serves as our Co-Chief
Executive Officer, Chief Financial Officer and a Director. Angela has over 30 years of experience in private equity and investment banking.
She has served as a Managing Partner of TKB Capital since 2019. Prior to TKB Capital, Angela served as Co-Founder, CEO and CFO of Soupure
from 2014 to 2019, a startup food company that distributed soup to consumers and businesses. From 1996 to 2015, Angela served as Managing
Director (1996-2012) and Ambassador (2012-2015) of The Gores Group (“Gores”),
a global investment firm. During her time at Gores, Angela led several high-profile acquisitions and divestitures, including the Verifone
transaction in which Gores sold Verifone to GTCR LLC, a private equity firm, and then Gores and GTCR took Verifone public (NYSE: PAY).
She was also actively involved in taking Anker Systems (AIM: ANK) public through the London Alternative Investment Market. While at Gores,
Angela also co-headed Global Equity Capital, a Gores-related entity, in which she completed highly successful transactions, including
Sound Design Technologies, Scovill Fasteners, the take-private transaction of The Clark Group (AMEX: GLA), and the take-private transaction
and subsequent merger of Halifax Corporation (OTPCK: HALX) with another enterprise logistics business that was purchased as a carve-out
from Northrop Grumman. Prior to Gores, Angela worked in investment banking focusing on mergers, acquisitions, bankruptcies, and risk arbitrage
at First Boston and Cowen & Company from 1987 to 1991. She served on the board of directors at Interlink Electronics (NASDAQ:LINK)
(2013-2020) and Hyperspace (2005-2006). Angela has also served on the Advisory Council to the Dean for the University of Chicago –
Booth School of Business since 2012, is currently a council member for GLG Associates, and was previously on the Advisory Board of First
Foundation’s Los Angeles-based private bank. She earned an M.B.A. in Finance from the University of Chicago - Booth School of Business
and a B.A. in Economics from the University of California at Berkeley. Angela was selected to serve on our board due to her extensive
experience with acquisitions and divestitures of both public and private companies.
Greg Klein serves as our Co-Chief Executive
Officer and a Director. Greg is a serial entrepreneur with over 35 years of deep operational experience building scalable and sustainable
companies in the industrials, software, engineering services, supply chain, payments, and marketing services sectors. Greg co-founded
TKB Capital in 2017 and has been a Managing Partner since then. From 2000 to 2017, he founded and led KleinPartners Capital Corporation,
a middle-market investment firm that acquired, scaled, and sold businesses with operations in North America, Europe, Asia, and the Middle
East. Greg has completed 30 transactions and divestitures, including EPEC LLC, in which, as Executive Chairman, the team experienced exponential
sales growth, transforming EPEC LLC from a low tech regional printed circuit board manufacturing company into a global engineered products
technology company. Prior to KleinPartners Capital Corporation, he founded and sold multiple companies by the age of 35, including Premiere
Marketing, which was listed twice on the INC 500 Fastest Growing Companies and was originally listed at #64, when Greg was 25 years old.
Greg is a co-founder and Chairman Emeritus of YPO Pacific Gold, a global leadership community of chief executives. He most recently served
as Chairman of EPEC LLC (2002-2021) and is a director of multiple non-profit businesses. He earned his B.A. from the University of California
at Los Angeles. Greg was chosen to serve on our board due to his experience in building and divesting companies across the technology
industry.
Philippe Tartavull serves as our Executive
Chairman. Philippe has over 35 years of experience leading public and private global technology companies in the infrastructure, industrials,
payments and telecommunications, convergence of technologies, hardware and software sectors. Since 2017, Mr. Tartavull has served as a
member of the board of trustees of the American University in Paris. He co-founded TKB Capital in 2017 and has been a managing partner
since then. From 2012 through 2016, Philippe served as President and CEO of Xura/Comverse, Comverse Network Systems (“Xura”),
where he helped to transform Xura into a leading provider of software and systems for value-added services through a number of divestitures
and acquisitions. Through this process, Xura was sold to a private equity firm. Prior to Xura, he served as CEO, President, and Director
of Hypercom Corporation (NYSE:HYC) (2007-2011), during which Hypercom doubled revenues though organic growth and strategic transactions
with the acquisition of the European-headquartered Thales POS division. Hypercom was sold to VeriFone (NYSE: PAY) in 2011. Prior to Hypercom
Corporation, Philippe was the President and CEO of Oberthur Technologies USA (now called IDEMIA) from 1998 to 2007, in which he worked
to significantly grow revenue and expand Oberthur into new verticals, namely security and telecommunications through organic growth and
through the integration of a subsidiary of De La Rue USA. Prior to IDEMIA, Philippe served as President and CEO of Syesca USA, a Thales
Company and provider of system integration and mission critical software for the transportation and utility industries, from 1988 to 1998.
Philippe has served on the board of public and private companies including Composecure, which completed its merger with Roman DBDR Tech
Acquisition Corp., a special purpose acquisition company, in December 2021 (2015-2021); Hypercom Corporation (2007-2011); XURA/Comverse,
MRV Communications (OTCQB:MRVC) (2009-2011); and Wilcox Inc. (1996-1998), which is now a part of Thales USA, Inc. He earned his M.B.A.
from the Institut d’Administration des Entreprises, Sorbonne University, his M.S. in Engineering from École Nationale Supérieure
des Pétroles et des Moteurs, and his B.S. in Engineering from SUPMECA (previously named Centre d’Études Supérieures
des Techniques Industrielles).
Frank Levinson serves on our board of directors.
Frank is an active venture investor, seasoned entrepreneur and inventor on over 50 patents, with experience in fiber optic components,
communication networks, optical sensing and various areas of “clean tech.” Since 2010, Frank has served as general partner
and been an active investor with Phoenix Venture Partners (“PVP”), an investment
firm that focuses on material science and photonic innovation companies. Frank also serves as the Managing Director of Small World Group
Ventures LLC. Prior to PVP, Frank co-founded and served as CTO and Chairman of Finisar Corporation (NASDAQ:FNSR), an optical communications
component company, from 1988 to 2008 and led the company from self-funding to its IPO in 1999. Finisar was acquired by II-IV Incorporated
in 2019. His other previous roles include Optical Systems Manager of Ericsson Raynet (1985-1988) and Technical Staff Member of Bell Labs
(1980-1984). Frank’s previous and current board experience includes Fabrinet (NYSE:FN) (2001-present), Sentinel Monitor Systems
(2015-2021), Rapsodo (2015-present), Vixar (2006-2018), and Interlink Electronics (NASDAQ:LINK) (2014-2020). He earned a Ph.D. and an
M.A. in Astronomy from the University of Virginia and a B.S. in Mathematics and Physics from Butler University. Frank was chosen to serve
on our board due to his vast experience with both public and private technology companies.
Michael Herson serves on our board of directors.
Since 1995, Michael has served as President and Chief Executive Officer of American Defense International, Inc., which is a Washington
D.C.-based defense government affairs firm providing lobbying, business development and strategic consulting to over 80 clients in the
United States and overseas. He has been quoted as a political and defense expert in many national and Washington publications such as
The Wall Street Journal, The New York Times, The Washington Post, The Boston Globe, Businessweek, Investor’s Business Daily, The
Huffington Post, Politico, The Hill and Roll Call and has been interviewed on National Public Radio, XM Talk Radio 168. He is also a regular
guest on the Defense & Aerospace Report podcast. Defense News has recognized him as one of the Top 100 influential people in U.S.
Defense and The Hill newspaper named him as one of the top lobbyists in Washington. Michael has also served as a member of the board of
directors of the Bronx Freedom Fund from 2013 to 2020. Michael earned a B.A. in American Government from Georgetown University, a J.D.
from Rutgers University School of Law, and an M.S. in National Security Studies from Georgetown University. He also serves on the board
of many national security and defense-related organizations as well as charitable organizations and was awarded the Secretary of Defense
Medal for Outstanding Public Service in 1993. Michael was chosen to serve on our board due to his considerable experience in the defense
industry.
Ryan O’Hara serves on our board of directors.
Ryan has extensive leadership and general management experience across a range of technology, internet, e-commerce, media, entertainment,
sports, and consumer product companies, including serving as CEO for three companies: Shutterfly (2019), Realtor.com (2015-2019), and
Topps Company (2010-2013). Ryan has a deep understanding of product, content, corporate development, business operations and strategy,
M&A, advertising sales, packaged goods, and profit and loss management. Ryan is currently a board member at Offerpad Solutions Inc.
(NYSE: OPAD) (2021-present), Thryv Holdings (NASDAQ:THRY) (2020-present) and Stanford Longevity Center (2020-present). Previously, Ryan
held public company board seats at REA (ASX: REA) (2017-2019) and Shutterfly (NASDAQ: SFLY) (2019), and was also a private board observer
at Matterport (2017-2019). Ryan holds a Directors Certificate from Harvard Business School. He earned an M.B.A in Business Administration
and General Management from Harvard Business School and a B.A. in Economics at Stanford University where he was a member of the NCAA runner-up
Men’s Volleyball Team. Ryan was chosen to serve on our board due to his management experience in the technology sector.
William Zerella serves on our board of
directors. William is an accomplished financial executive and business operator with over 20 years of experience building and scaling
companies through an IPO, including leading three companies through a public listing. He currently serves as CFO of ACV Auctions (NASDAQ:
ACVA), a vehicle dealer auction technology platform, and previously served as CFO for Luminar Technologies (NASDAQ:LAZR) (2018-2020),
FitBit (NYSE:FIT) (2014-2018), Vocera Communications (NYSE:VCRA) (2011-2014), Force10 Networks (acquired by Dell) (2006-2011), and Infinera
Corporation (NASDAQ: INFN) (2004-2006). He has served as on the board of directors for GroundTruth (2016-2021) and Chaserg Technology
Acquisition Corporation (2018-2020). He earned an M.B.A. in Finance from New York University – Stern School of Business and a B.S.
in Accounting from the New York Institute of Technology. William was selected to serve on our board due to his experience serving as CFO
on numerous publicly traded entities.
Number and Terms of Office of Officers and Directors
Our board of directors consists of seven members and
is divided into three classes, with only one class of directors being elected in each year, and with each class (except for those directors
appointed prior to our first annual general meeting) serving a three-year term. In accordance with Nasdaq corporate governance requirements,
we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq.
The term of office of the first class of directors, consisting of Frank Levinson and Ryan O’Hara, will expire at our first annual
general meeting. The term of office of the second class of directors, consisting of Michael Herson and William Zerella, will expire at
the second annual general meeting. The term of office of the third class of directors, consisting of Angela Blatteis, Greg Klein and Philippe
Tartavull, will expire at the third annual general meeting.
Prior to the completion of an initial business combination,
any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our TKB Class B Shares. In addition,
prior to the completion of an initial business combination, holders of a majority of our TKB Class B Shares may remove a member of the
board of directors for any reason.
Our officers are appointed by the board of directors
and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized
to appoint officers as it deems appropriate pursuant to our memorandum and articles of association.
Committees of the Board of Directors
Our board of directors has two standing committees:
an audit committee and a compensation committee. Each of our audit committee and our compensation committee is composed solely of independent
directors. The rules of Nasdaq and Rule 10A-3 under the Exchange Act require that the audit committee of a listed company be comprised
solely of independent directors, and the rules of Nasdaq require that the compensation committee of a listed company be comprised solely
of independent directors. Each committee will operate under a charter that has been approved by our board and will have the composition
and responsibilities described below. The charter of each committee is available on our website.
Audit Committee
We have established an audit committee of the board
of directors. William Zerella, Michael Herson and Frank Levinson serve as members of our audit committee, and William Zerella chairs the
audit committee. All members of our audit committee are independent of and unaffiliated with our sponsor.
Our board of directors has determined that each member
of the audit committee is financially literate and that William Zerella qualifies as an “audit committee financial expert”
as defined in applicable SEC rules and has accounting or related financial management expertise.
We have adopted an audit committee charter, which
details the principal functions of the audit committee, including:
| |
● |
assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; |
| ● | pre-approving all audit and non-audit services to be provided by the independent auditors or any other
registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with
the independent registered public accounting firm all relationships the auditors have with us in order to evaluate their continued independence; |
| ● | setting clear policies for audit partner rotation in compliance with applicable laws and regulations;
obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent
registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal
quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities,
within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such
issues; |
| ● | meeting to review and discuss our annual audited financial statements and quarterly financial statements
with management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and
Analysis of Financial Condition and Results of Operations”; reviewing and approving any related party transaction required
to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and |
| |
● |
reviewing with management, the independent and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. |
Compensation Committee
We have established a compensation committee of the
board of directors. Frank Levinson, Ryan O’Hara, and William Zerella serve as members of our compensation committee, and Frank Levinson
chairs the compensation committee.
We have adopted a compensation committee charter,
which details the principal functions of the compensation committee, including:
| ● | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive
Officer’s compensation evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining
and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; |
| |
● |
reviewing and making recommendations to our board of directors with respect to compensation and any incentive compensation and equity-based plans that are subject to board approval of all of our other officers; |
| ● | reviewing our executive compensation policies and plans; |
| ● | implementing and administering our incentive compensation equity-based remuneration plans; |
| ● | assisting management in complying with our proxy statement and annual report disclosure requirements; |
| ● | all special perquisites, special cash payments and other special compensation and benefit arrangements
for our officers and employees; |
| ● | producing a report on executive compensation to be included in our annual proxy statement; and |
| ● | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
Notwithstanding the foregoing, as indicated above,
other than the payment to an affiliate of our sponsor of $10,000 per month for office space, utilities and secretarial and administrative
support and reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, will be paid
to any of our existing shareholders, officers, directors or any of their respective affiliates, prior to, or for any services they render
in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of
an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation
arrangements to be entered into in connection with such initial business combination.
The charter also provides that the compensation committee
may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and
will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging
or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider
the independence of each such adviser, including the factors required by Nasdaq and the SEC.
Director Nominations
We do not have a standing nominating committee though
we intend to form a nominating and corporate governance as and when required to so by law or Nasdaq rules. In accordance with Rule 5605(e)(2)
of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by our board of directors.
Our board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or
approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration
and recommendation of director nominees are Ryan O’Hara, Michael Herson, Frank Levinson and William Zerella. In accordance with
Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have
a nominating committee charter in place.
The board of directors will also consider director
candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for election
at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that wish to nominate a director
for election to our board of directors should follow the procedures set forth in our bylaws.
We have not formally established any specific,
minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating
nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our
business, integrity, professional reputation, independence, wisdom and the ability to represent the best interests of our shareholders.
Advisors to the Board of Directors
We formed an advisory board comprised of four members,
which appointments took effect upon the closing of our initial public offering. Such individuals assist our management team with sourcing
and evaluating business opportunities and devising plans and strategies to optimize any business that we acquire. The advisors are neither
paid nor reimbursed for any out-of-pocket expenses in connection with the search of acquisition targets before or after the consummation
of our initial business combination. We have not currently entered into any formal arrangements or agreements with the members of our
advisory board to provide services to us and they will have no fiduciary obligations to present business opportunities to us.
Availability of Documents
We filed a copy of our form of Code of Ethics, our
audit committee charter and our compensation committee charter as exhibits to the registration statement filed in connection with our
initial public offering. You may also review these documents by accessing our public filings at the SEC’s web site at www.sec.gov.
In addition, a copy of the Code of Ethics will be provided without charge upon request from us.
If we make any amendments to our Code of Ethics other
than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision
of the Code of Ethics applicable to our principal executive officer, principal financial officer principal accounting officer or controller
or persons performing similar functions requiring disclosure under applicable SEC or Nasdaq rules, we will disclose the nature of such
amendment or waiver on our website. The information included on our website is not incorporated by reference into this prospectus or in
any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.
Item 11. Executive Compensation.
Executive Officer and Director Compensation
None of our executive officers or directors have received
any cash compensation for services rendered to us. Commencing on the date that our securities were first listed on Nasdaq through the
earlier of consummation of our initial business combination and our liquidation, we pay, and will continue to pay, an affiliate of our
sponsor $10,000 per month for office space, secretarial and administrative services provided to members of our management team. In addition,
our sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses
incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable
business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, executive officers
or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made from funds held outside
the Trust Account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls
in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection
with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments
and reimbursements, no cash compensation of any kind, including finder’s and consulting fees, will be paid by the company to our
sponsor, executive officers and directors, or any of their respective affiliates, prior to completion of our initial business combination.
Our directors have each received interests in our sponsor representing an indirect interest in 25,000 founder shares as compensation for
their service.
After the completion of our initial business combination,
directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All
of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials
furnished to our shareholders in connection with a proposed business combination, including the Registration Statement filed in connection
with the proposed Business Combination with Wejo. We have not established any limit on the amount of such fees that may be paid by the
combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of
the proposed business combination, because the directors of the post-combination business will be responsible for determining executive
officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board
of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the
independent directors on our board of directors.
We do not intend to take any action to ensure that
members of our management team maintain their positions with us after the consummation of our initial business combination, although it
is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with
us after our initial business combination. We are not party to any agreements with our executive officers and directors that provide for
benefits upon termination of employment.
Compensation Committee Interlocks and Insider
Participation
None of our executive officers currently serves, and
in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving
on our board of directors.
Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Shareholder Matters.
The following table sets
forth information regarding the beneficial ownership of TKB ordinary shares as of April 11, 2023, based on information obtained from the
persons named below, with respect to the beneficial ownership of ordinary shares, by:
| ● | each person known by TKB to be the beneficial owner of more than 5% of TKB’s outstanding ordinary shares; |
| ● | each of TKB’s executive officers and directors that beneficially owns ordinary shares; and |
| ● | all TKB’s executive officers and directors as a group. |
In the table below, percentage
ownership is based on 11,116,704 TKB Class A Shares (which includes TKB Class A Shares that are underlying the TKB Units) and 100,000
Class B ordinary share outstanding as of April 11, 2023. The TKB Class B Shares will
be convertible into TKB Class A Shares on a one-for-one basis (subject to adjustment) concurrently with or immediately following the consummation
of the Business Combination. The table below does not include the TKB Class A Shares underlying the TKB Public Warrants or Private Warrants
because these securities are not exercisable within 60 days of this Annual Report. Unless otherwise indicated, we believe that all persons
named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them.
| | |
Class A
Ordinary Shares | | |
Class B
Ordinary Shares | | |
| |
| Name and Address of Beneficial Owner (1) | |
Number of Shares Beneficially Owned | | |
% of
Class | | |
Number of Shares Beneficially Owned (2) | | |
% of
Class | | |
% Total
Voting Power | |
| 5% or Greater Shareholders | |
| | | |
| | | |
| | | |
| | | |
| | |
| TKB Sponsor I, LLC (3) | |
| 5,650,000 | | |
| 50.8 | % | |
| - | | |
| - | % | |
| 50.4 | % |
| Millennium Management LLC (4) | |
| 992,538 | | |
| 8.9 | % | |
| - | | |
| - | % | |
| 8.9 | % |
| Davidson Kempner Capital Management LP (5) | |
| 700,000 | | |
| 6.3 | % | |
| - | | |
| - | % | |
| 6.2 | % |
| Shaolin Capital Management LLC (6) | |
| 1,365,858 | | |
| 12.3 | % | |
| - | | |
| - | % | |
| 12.2 | % |
| Executive Officers and Directors | |
| | | |
| | | |
| | | |
| | | |
| | |
| Angela Blatteis (3) | |
| 5,650,000 | | |
| 50.8 | % | |
| - | | |
| - | % | |
| 50.4 | % |
| Greg Klein (3) | |
| 5,650,000 | | |
| 50.8 | % | |
| - | | |
| - | % | |
| 50.4 | % |
| Philippe Tartavull (3) | |
| 5,650,000 | | |
| 50.8 | % | |
| - | | |
| - | % | |
| 50.4 | % |
| Frank Levinson (7) | |
| - | | |
| - | | |
| 25,000 | | |
| 25.0 | % | |
| * | |
| Michael Herson (7) | |
| - | | |
| - | | |
| 25,000 | | |
| 25.0 | % | |
| * | |
| Ryan O’Hara (7) | |
| - | | |
| - | | |
| 25,000 | | |
| 25.0 | % | |
| * | |
| William Zerella (7) | |
| - | | |
| - | | |
| 25,000 | | |
| 25.0 | % | |
| * | |
| All officers and directors as a group (7 individuals) | |
| 5,650,000 | | |
| 50.8 | % | |
| 100,000 | | |
| 100.0 | % | |
| 51.3 | % |
| (1) |
Unless otherwise noted, the business address of each of the foregoing is 400 Continental Blvd, Suite 600, El Segundo, CA 90245. |
| (2) | Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into
Class A ordinary shares concurrently with or immediately following the consummation of the Business Combination on a one-for-one basis,
subject to adjustment, as described in the section entitled “The Business Combination.” |
| (3) | TKB Sponsor is the record holder of the shares reported herein. Each of Ms. Blatteis, Mr. Klein and Mr. Tartavull own interests in
TKB Sponsor and are managers of TKB Sponsor and may be deemed to share beneficial ownership of such shares. Each of Ms. Blatteis, Mr.
Klein and Mr. Tartavull disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| (4) | Shares beneficially owned are based on the Schedule 13G filed with the SEC on February 3, 2023 by Integrated Core Strategies (US)
LLC, Millennium Management LLC, Millennium Group Management, LLC and Israel A. Englander. Such shares are held by entities subject to
voting control and investment discretion by Millennium Management LLC and/or other investment managers that may be controlled by Millennium
Group Management LLC (the managing member of Millennium Management LLC) and Mr. Englander (the sole voting trustee of the managing member
of Millennium Group Management LLC). The foregoing should not be construed in and of itself as an admission by Millennium Management LLC,
Millennium Group Management LLC or Mr. Englander as to beneficial ownership of the securities held by such entities. The business address
of each of Integrated Core Strategies (US) LLC, Millennium Management LLC, Millennium Group Management LLC, and Mr. Englander is 399 Park
Avenue, New York, NY 10022. |
| (5) | Shares beneficially owned are based on the Schedule 13G filed with the SEC on February 10, 2023 by M.H. Davidson & Co. (“CO”),
Davidson Kempner Partners (“DKP”), Davidson Kempner Institutional Partners, L.P. (“DKIP”), Davidson Kempner International,
Ltd. (“DKIL”), Davidson Kempner Capital Management LP (“DKCM”), and Anthony A. Yoseloff. DKCM acts as investment
manager to each of CO, DKP, DKIP, and DKIL. Mr. Yoseloff, through DKCM, is responsible for the voting and investment decisions relating
to the securities held by CO, DKP, DKIP, and DKIL. The business address of each of CO, DKP, DKIP, DKIL, DKCM and Mr. Yoseloff is 520 Madison
Avenue, 30th Floor, New York, NY 10022. |
| (6) | Shares beneficially owned are based on the Schedule 13G filed with the SEC on February 22, 2023, by Shaolin Capital Management LLC
(“Shaolin”). Shaolin serves as the investment advisor to Shaolin Capital Partners Master Fund, Ltd., MAP 214 Segregated Portfolio,
a segregated portfolio of LMA SPC, DS Liquid DIV RVA SCM LLC and Shaolin Capital Partners SP, a segregated portfolio of PC MAP SPC being
managed accounts advised by the Shaolin. The business address of Shaolin is 230 NW 24th Street, Suite 603, Miami, FL 33127. |
| (7) | Excludes ordinary shares in which such person has an indirect interest through the TKB Sponsor as to which such person does not have
beneficial ownership. |
Securities Authorized for Issuance under Equity
Compensation Plans
None.
Changes in Control
None.
Item 13. Certain Relationships and Related Transactions,
and Director Independence.
Certain Relationships and Related Transactions
Founder Shares
On April 29, 2021, our Sponsor paid $25,000 to
purchase 5,750,000 founder shares, or approximately $0.004 per share. On May 11, 2021, our Sponsor transferred 25,000 founder shares to
each of our independent directors. In connection with the IPO, each of the Sponsor and our independent directors agreed, subject to limited
exceptions, not to transfer, assign, or sell any of their founder shares until the earlier to occur of: (i) one year after the completion
of our initial business combination and (ii) the date on which we complete a liquidation, merger, capital stock exchange or other similar
transaction after our initial business combination that results in all of our shareholders having the right to exchange their public shares
for cash, securities or other property; except to certain permitted transferees and under certain circumstances. Notwithstanding the foregoing,
if the closing price of TKB Class A Shares exceeds $12.00 per share (as adjusted for share divisions, share capitalizations, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial
business combination, the founder shares would be released from the lock-up. Our Sponsor and independent directors did not receive additional
consideration for this lock-up. In connection with the proposed Business Combination, Wejo and TKB have agreed to terminate such lock-up
effective as of the Closing.
Effective as of January 18, 2023, pursuant
to the terms of the Articles, the Sponsor elected to convert each outstanding Class B ordinary share held by it on a one-for-one basis
into TKB Class A Shares, with immediate effect.
Pursuant to the Sponsor Voting Agreement, such
Relevant TKB Shareholders have agreed to vote or cause to be voted any shares beneficially owned by such shareholders (or that may otherwise
become beneficially owned by them prior to the shareholder vote) (i) in favor of (A) a proposal to approve the TKB Merger and the other
transactions contemplated by the Business Combination Agreement and (B) all of the matters, actions and proposals that would reasonably
be expected to facilitate the consummation of the TKB Merger and the other transactions contemplated by the Business Combination Agreement
at every shareholders’ meeting of TKB during the term of the Sponsor Voting Agreement. Further, each Relevant TKB Shareholder has
agreed not to redeem any of its shares in connection with the TKB Merger or the Extension. In addition, each Relevant TKB Shareholder
has agreed that, with limited exceptions provided therein, during the period from the date of the Sponsor Voting Agreement until termination
thereof, he, she or it will not transfer, directly or indirectly, any such shares.
Further, pursuant to the Sponsor Voting Agreement,
the Sponsor shall, immediately prior to, and subject to the Closing, forfeit and surrender irrevocably for no consideration and without
any further action by any party, up to an aggregate amount equal to 1,725,000 TKB Class B Shares and 3,225,000 Private Warrants (inclusive
of any TKB Class B Shares and Private Warrants that Sponsor has agreed to forfeit in favor of the entities entered into forward purchase
agreements at the time of TKB’s initial public offering (the “Sponsor Inducement Securities”)), as Sponsor may
determine in its sole discretion, in order to secure the financing commitments referred to in the Business Combination Agreement or private
investments in public equity of TKB, non-redemptions of TKB ordinary shares from existing TKB shareholders and private investments in
public equity of TKB; provided that with respect to any Sponsor Inducement Securities that are not forfeited by Sponsor at or prior to
the Closing, 50% of such non-forfeited Sponsor Inducement Securities shall be transferred to Wejo effective immediately upon Closing.
Private Placement Warrants
Our Sponsor purchased an aggregate of 10,750,000 Private
Warrants at a price of $1.00 per warrant, or $10,750,000, in a private placement that closed simultaneously with the closing of the initial
public offering. Each TKB Private Warrant entitles the holder to purchase one TKB Class A Shares at $11.50 per share. The Private Warrants
(including the TKB Class A Shares issuable upon exercise of the Private Warrants) may not, subject to certain limited exceptions, be transferred,
assigned or sold until 30 days after the completion of our initial business combination.
Agreements with Anchor Investors
On October 8, 2021, the Sponsor entered into agreements
with certain funds managed by Apollo Capital Management, L.P. (collectively, “Apollo”), certain funds managed by Atalaya
Capital Management, LP (“Atalaya”) and Meteora Capital Partners, L.P. and funds affiliated with Meteora Capital Partners,
L.P. (collectively “Meteora”) (individually and collectively, the “anchor investors”). Each of the
anchor investors purchased 9.9% of the TKB Units in the IPO (excluding TKB Units issued in connection with the exercise of the over-allotment
option). Each of Apollo and Atalaya agreed to purchase interests in the Sponsor representing approximately 7% of the Founder Shares and
Private Warrants at approximately the cost of such securities to the Sponsor, with the Sponsor’s obligation to sell some or all
of such interests conditioned upon such anchor investor’s purchase of the TKB Units.
Meteora entered into a separate agreement with
the Sponsor pursuant to which it agreed to purchase interests in the Sponsor representing approximately 6.22% of the number of Founder
Shares that are approximately equal to 4.27% of the cost of the Founder Shares and Private Warrants to the Sponsor.
The anchor investors acquired from the Sponsor
an indirect economic interest in an aggregate of 1,173,000 Founder Shares at the original purchase price that the Sponsor paid for the
Founder Shares. The Sponsor has agreed to distribute the Founder Shares to the anchor investors after the completion of a Business Combination.
The anchor investors hold an indirect economic interest in an aggregate of 1,505,000 warrants, reflecting 14% of total Private Warrants.
TKB entered into separate forward purchase agreements
(the “Forward Purchase Agreements”) with Apollo and Atalaya (“the “Forward Purchasers”) on
August 13, 2021 and August 4, 2021, respectively. The Forward Purchase Agreements provide, at TKB’s option, for the aggregate purchase
of up to 9,600,000 TKB Class A Shares and 4,800,000 TKB Public Warrants for an aggregate price of $96.0 million ($10.00 for one TKB Class
A Share and one-half of one TKB Public Warrant), in private placements that will close concurrently with the closing of our initial business
combination. The forward purchase shares and forward purchase warrants will be identical to the TKB Class A Shares and TKB Public Warrants
included in the TKB Units sold in the IPO. Each Forward Purchaser’s commitment under its Forward Purchase Agreement is subject to
certain conditions including investment committee approval.
Wejo Assignment and Assumption Agreement
On January 5, 2023, the Sponsor entered into the Wejo
Assignment, which was subsequently amended and restated on March 2, 2023, pursuant to which Wejo agreed to pay the Sponsor an aggregate
of $295,000 to fund TKB’s working capital requirements and the Sponsor agreed to assign to Wejo, effective as of the Closing Date
or the earlier termination of the Business Combination Agreement in accordance with its terms or otherwise, an aggregate of 83,250 Founder
Shares and 250,000 Private Warrants. Wejo paid $250,000 to the Sponsor on January 11, 2023 and $45,000 to the Sponsor on March 2, 2023,
for an aggregate payment of $295,000. The Sponsor then advanced such funds to TKB.
Working Capital Advance
On January 26, 2023, in connection with the proposed
Business Combination, Sponsor and Wejo entered into the Phelan Note, which provides for working capital for TKB in an aggregate principal
amount of up to $750,000. The Phelan Note was amended and restated on March 9, 2023. As of January 30, 2023, Sponsor had drawn
$250,000 under the Phelan Note. The Phelan Note is non-interest bearing and non-convertible. All unpaid principal accrued under the Phelan
Note will be repaid at the closing of the Business Combination or the earlier termination of the Business Combination Agreement in certain
circumstances specified in the Phelan Note. In consideration for the Phelan Note, Sponsor agreed to pay to the Lender at the closing of
the Business Combination a commitment fee equal to 50% of the then-outstanding principal balance of the Phelan Note up to a maximum of
$375,000. If the Business Combination does not close, the commitment fee will not be paid.
Administrative Support Agreement
We currently utilize office space at 400 Continental
Blvd, Suite 600, El Segundo, CA 90245 from our sponsor. We pay an affiliate of our sponsor $10,000 per month for office space, secretarial
and administrative services provided to members of our management team. Upon completion of our initial business combination or our liquidation,
we will cease paying these monthly fees.
No compensation of any kind, including finder’s
and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or any of their respective affiliates,
for services rendered prior to or in connection with the completion of an initial business combination. However, these individuals will
be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target
businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments
that were made to our sponsor, officers, directors or our or their affiliates.
Related Party Notes and Advances
TKB Sponsor entered into an agreement with TKB to
loan TKB funds up to $300,000 under an unsecured promissory note to be used for a portion of the expenses of the public offering. These
loans were non-interest bearing, unsecured and were paid in full at the closing of the public offering.
Working Capital Loan
In addition, in order to finance transaction costs
in connection with an intended initial business combination, TKB Sponsor or an affiliate of TKB Sponsor or certain of TKB’s officers
and directors may, but are not obligated to, loan TKB funds as may be required on a non-interest basis. When TKB completes its initial
business combination, TKB will repay such loaned amounts. In the event that the initial business combination does not close, TKB may use
a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would
be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at
a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Warrants. Except as set forth
above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.
Any of the foregoing payments to the Sponsor,
repayments of loans from the Sponsor or repayments of working capital loans or advances prior to the initial business combination will
be made using funds held outside the Trust Account.
Registration Rights
TKB entered into a registration rights agreement with
respect to the founder shares, private placement warrants, warrants that may be issued upon conversion of working capital loans and forward
purchase securities that may be issued pursuant to the forward purchase agreements (and any TKB Class A Shares issuable upon the exercise
of the private placement warrants, forward purchase warrants and warrants that may be issued upon conversion of the working capital loans
and upon conversion of the TKB Class B Shares).
Additionally, in connection with the Business
Combination, at the Closing, Holdco, Wejo, TKB, the Sponsor and certain other security holders of
TKB will enter into the Registration Rights Agreement, pursuant to which, upon completion of the Business Combination, the Holdco Common
Shares, Holdco Warrants and certain other registrable securities described therein held by the Sponsor and the other security holders
of TKB party thereto will bear customary registration rights.
Policy for Approval of Related Party Transactions
The audit committee of the TKB board adopted a
policy setting forth the policies and procedures for its review and approval or ratification of “related party transactions.”
A “related party transaction” is any consummated or proposed transaction or series of transactions: (i) in which TKB was or
is to be a participant; (ii) the amount of which exceeds (or is reasonably expected to exceed) the lesser of $120,000 or 1% of the average
of the company’s total assets at year-end for the prior two completed fiscal years in the aggregate over the duration of the transaction
(without regard to profit or loss); and (iii) in which a “related party” had, has or will have a direct or indirect material
interest. “Related parties” under this policy include: (i) TKB directors, nominees for director or executive officers; (ii)
any record or beneficial owner of more than 5% of any class of TKB voting securities; (iii) any immediate family member of any of the
foregoing if the foregoing person is a natural person; and (iv) any other person who maybe a “related person” pursuant to
Item 404 of Regulation S-K under the Exchange Act. Pursuant to the policy, the audit committee of the TKB board will consider (i) the
relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that
could be obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the related party’s interest
in the transaction, (iii) whether the transaction contravenes our code of ethics or other policies, (iv) whether the audit committee believes
the relationship underlying the transaction to be in the best interests of the company and its shareholders, and (v) the effect that the
transaction may have on a director’s status as an independent member of the board and on his or her eligibility to serve on the
board’s committees. TKB management will present to the audit committee of the TKB board each proposed related party transaction,
including all relevant facts and circumstances relating thereto. Under the policy, TKB may consummate related party transactions only
if the audit committee of the TKB Board approves or ratifies the transaction in accordance with the guidelines set forth in the policy.
The policy does not permit any director or executive officer to participate in the discussion of, or decision concerning, a related person
transaction in which he or she is the related party.
Director Independence
Nasdaq listing
standards require that a majority of our board of directors be independent. An “independent director” is defined generally
as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which,
in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in
carrying out the responsibilities of a director. Our board of directors has determined that Messrs. Levinson, Herson, O’Hara and
Zerella are “independent directors” as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors
have regularly scheduled meetings at which only independent directors are present.
Item 14. Principal Accountant Fees and Services.
The following is a summary of fees paid or to be paid
to Marcum LLP (“Marcum”) for services rendered.
Audit Fees. Audit fees consist of fees
billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by
Marcum in connection with regulatory filings. The aggregate fees billed by Marcum for professional services rendered for the audit of
our annual financial statements, and other required filings with the SEC for the year ended December 31, 2022 and 2021 totaled $125,840
and $50,470, respectively. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.
Audit-Related Fees. Audit-related services
consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial
statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute
or regulation and consultations concerning financial accounting and reporting standards. We did not pay Marcum for consultations concerning
financial accounting and reporting standards for the period from April 20, 2021 (inception) through December 31, 2022.
Tax Fees. We did not pay Marcum for tax planning
and tax advice for the period from April 20, 2021 (inception) through December 31, 2022.
All Other Fees. We did not pay Marcum for other
services for the period from April 20, 2021 (inception) through December 31, 2022.
Pre-Approval Policy
Our audit committee was formed upon the consummation
of our initial public offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services
rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee,
and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be
performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described
in the Exchange Act which are approved by the audit committee prior to the completion of the audit).