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 |
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|
☐ |
Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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☐ |
Definitive
Proxy Statement |
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☒ |
Definitive
Additional Materials |
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☐ |
Soliciting
Material under §240.14a-12 |
TKB
CRITICAL TECHNOLOGIES 1 |
(Name
of Registrant as Specified In Its Charter) |
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|
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant) |
Payment
of Filing Fee (Check the appropriate box):
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No
fee required. |
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Fee
paid previously with preliminary materials. |
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|
☐ |
Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 |
TKB
Critical Technologies 1
400
Continental Blvd, Suite 600
El
Segundo, CA 90245
SUPPLEMENT
TO
PROXY
STATEMENT DATED JUNE 15, 2023
FOR
EXTRAORDINARY GENERAL MEETING
OF
TKB
CRITICAL TECHNOLOGIES 1
Dear
TKB Critical Technologies 1 Shareholder:
You
have previously received definitive proxy materials dated June 15, 2023 (the “Proxy Statement”) in connection with the extraordinary
general meeting of TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company”, “we”, “us”
or “our”), to be held on June 26, 2023 at 11:30 A.M., Eastern Time, at the offices of White & Case LLP, located at 1221
Avenue of the Americas, New York, NY 10020.
The purpose of this document
is to supplement the Proxy Statement with certain new and/or revised information (the “Proxy Supplement”). Except as specifically
amended and supplemented by the information contained herein, all information set forth in the Proxy Statement remains unchanged. From
and after the date of this Proxy Supplement, all references to the “proxy statement” are to the Proxy Statement as amended
and supplemented by this Proxy Supplement. Capitalized terms used but not defined herein have the meanings given to them in the Proxy
Statement.
Entry into
Securities Transfer Agreement. In order to provide the Company with an increased likelihood to consummate a Business
Combination, the Company’s Board of Directors has determined that it is in the best interest of the Company and its
shareholders to enter into a Securities Transfer Agreement with CR Financial Holdings Inc., an affiliate of Roth Capital Group and
Craig-Hallum Capital Group llc and certain of their affiliates (collectively, the “Buyers”). Pursuant to the Securities
Transfer Agreement, dated June 25, 2023 (“Securities Transfer Agreement”), the Sponsor and each independent director of
the Company (the “Directors”), will sell to Buyers an aggregate of 4,312,500 Ordinary Shares consisting of 4,237,500
Class A ordinary shares and 75,000 Class B ordinary shares and 8,062,500 private placement warrants for an aggregate purchase price
of $1.00 (the “Transaction”). In connection with the Transaction, pursuant to the Securities Transfer Agreement, the
current officers and certain directors of the Company will resign and Buyers will designate a new slate of officers and directors
for the Company.
Conditioned on shareholder
approval of the Extension Amendment Proposal and the implementation of the Extension, Buyers will contribute to the Company as a loan
the lesser of (i) $60,000 and (ii) an aggregate amount equal to $0.03 multiplied by the number of Public Shares of the Company that are
not redeemed in connection with the shareholder vote to approve the Extension, for each month of the Extension elected by Buyers.
The
foregoing description of the Securities Purchase Agreement is not complete and is qualified in its entirety by reference to the text
of such document, which is filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on June 26, 2023.
Termination of Business
Combination Agreement. On June 25, 2023, the Company, Wejo Group Limited (“Wejo”),
and the other parties to that certain business combination agreement, dated as of January 10, 2023 (as amended on March 27, 2023, the
“Business Combination Agreement”), agreed to mutually terminate the Business Combination Agreement. The Mutual Termination
Agreement, dated June 25, 2023, by and between the Company, Wejo and the other parties thereto, terminates the Business Combination Agreement
pursuant to Section 7.1(a) thereof and includes mutual releases of the parties. No party will be required to pay a termination
fee as a result of the mutual decision to terminate the Business Combination Agreement.
The foregoing description of
the Mutual Termination Agreement is not complete and is qualified in its entirety by reference to the text of such document, which is
filed as Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on June 26, 2023.
Adjournment
of Extraordinary General Meeting and Extension of Redemption Deadline. Due to the changes described above, the Company intends
to open the Extraordinary General Meeting as scheduled on June 26, 2023, at 11:30 a.m. Eastern Time, and then immediately adjourn the
Extraordinary General Meeting to June 28, 2023 at 11:30 a.m. Eastern Time. The adjourned meeting will be held at the offices of White
& Case LLP, located at 1221 Avenue of the Americas, New York, NY 10020.
Because
the Company intends to adjourn the meeting to June 28, 2023, the deadline for submission of Public Shares for redemption will be extended
to 5:00 p.m. Eastern Time on June 26, 2023.
Clarification
of Record Date. The Company clarifies that the Record Date for determining TKB shareholders entitled to receive notice of and
vote at the Extraordinary General Meeting is June 9, 2023. Only holders of record of Ordinary Shares on the Record Date are entitled
to have their votes counted at the Extraordinary General Meeting or any adjournment thereof. On the Record Date, there were 11,216,704
issued and outstanding Ordinary Shares, of which 5,466,704 were Public Shares and 5,750,000 were Founder Shares. TKB’s warrants
do not have voting rights.
Except
as set forth herein, all other information in the Proxy Statement remains unchanged. If you have previously-submitted a proxy or tendered
your shares for redemption in accordance with the procedures set forth in the Proxy Statement and you do not wish to make any changes,
you do not need to do anything further.
YOUR
VOTE IS VERY IMPORTANT. PLEASE VOTE YOUR SHARES PROMPTLY.
Whether
or not you plan to participate in the Extraordinary General Meeting, please complete, date, sign and return the proxy card mailed to
you with the Proxy Statement without delay, or submit your proxy through the internet as promptly as possible in order to ensure your
representation at the Extraordinary General Meeting. Voting by proxy will not prevent you from voting your shares in person if you subsequently
choose to participate in the Extraordinary General Meeting in person. Please note, however, that if your shares are held of record by
a broker, bank or other agent and you wish to vote at the Extraordinary General Meeting, you must obtain a proxy issued in your name
from that holder of record. Only stockholders of record at the close of business on the Record Date may vote at the Extraordinary General
Meeting or any adjournment or postponement thereof.
This
Proxy Supplement is Dated June 26, 2023
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