Item
1.01. Entry into a Material Definitive Agreement.
Business
Combination Agreement
On January 10, 2023, TKB
Critical Technologies 1, a Cayman Islands exempted company (“TKB”), entered
into a business combination agreement with Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda
(“Wejo”), and Green Merger Subsidiary Limited, an exempted company incorporated
under the laws of the Cayman Islands and a direct, wholly owned subsidiary of Wejo (the “Merger
Sub 1”) and upon execution of a joinder to the business combination agreement, each of Wejo Holdings Limited, an exempted
company limited by shares incorporated under the laws of Bermuda and wholly owned subsidiary of Wejo (“Holdco”)
and Wejo Acquisition Company Limited, an exempted company limited by shares incorporated under the laws of Bermuda and a wholly owned
Subsidiary of Holdco (“Merger Sub 2” and together with Merger Sub 1, the
“Merger Subs”) (as it may be amended, restated, supplemented or otherwise
modified from time to time, the “Business Combination Agreement”).
Pursuant to the Business
Combination Agreement and subject to the satisfaction or waiver of the terms and conditions specified therein, (i) Wejo will transfer
all of its Merger Sub 1 shares to Holdco, (ii) Merger Sub 1 will merge with and into TKB, with TKB continuing as the surviving company
(“TKB Merger”), and (iii) Merger Sub 2 will merge with Wejo, with Wejo continuing
as the surviving company (the “Wejo Merger” and, together with the TKB Merger,
the “Business Combination”), so that, immediately following completion of
the Business Combination (the “Closing”), each of Wejo and TKB will be a
wholly owned subsidiary of Holdco. The Closing is expected to occur in the second quarter of 2023.
Wejo
is a software and technology solutions provider to various multiple market verticals in combination with services that utilize
ingested and standardized connected vehicle and other high volume, high value datasets, through its proprietary cloud software
and analytics platform.
Wejo
Merger
At
the effective time of the Wejo Merger, by virtue of the Wejo Merger and without any action on the part of the holders of any shares of
the capital stock of Wejo, each Wejo common share issued and outstanding immediately prior to the effective time (other than (i) any
common shares of Wejo held in the treasury of Wejo or owned by TKB and (ii) any common shares of Wejo held by shareholders of Wejo that
have validly exercised dissenters rights) will be converted into the right to receive one (1) common share of Holdco, par value $0.001
per share (“Holdco Common Share”). Each warrant of Wejo issued and outstanding
immediately prior to the effective time of the Wejo Merger will be assumed by Holdco and automatically represent a warrant to acquire
a Holdco Common Share.
Each
stock option of Wejo that is outstanding immediately prior to the effective time of the Wejo Merger, whether vested or unvested, shall
automatically and without any action on the part of the holder or beneficiary thereof be assumed by Holdco and converted into an option
to purchase a number of Holdco Common Shares equal to the total number of Wejo Common Shares subject to the stock option immediately
prior to the effective time of the Wejo Merger, and shall otherwise be subject to the same terms and conditions (including vesting schedule)
as applicable to the corresponding stock option of Wejo.
TKB
Merger
At the effective time of
the TKB Merger, by virtue of the TKB Merger and without any action on the part of the holders of any shares of the capital stock of TKB,
each TKB ordinary share issued and outstanding immediately prior to the effective time (other than (i) any ordinary shares of TKB held
by shareholders of TKB that have validly exercised redemption rights under the TKB organizational documents, (ii) any ordinary shares
of TKB held in the treasury of TKB or owned by Wejo and (iii) any ordinary shares of TKB held by shareholders of TKB that have validly
exercised dissenters rights) will be converted into the right to receive Holdco Common Shares based on a floating exchange ratio. The
exchange ratio will be determined by dividing $11.25 by Wejo’s volume weighted price per share for the 15 consecutive trading days
immediately preceding the second trading day prior to the TKB shareholders meeting to be held in connection with the Business Combination,
subject to a minimum exchange ratio of 3.75 and a maximum exchange ratio of 22.50. Each TKB warrant issued and outstanding immediately
prior to the effective time of the TKB Merger will be assumed by Holdco and automatically represent a warrant to acquire a Holdco Common
Share and each TKB unit issued and outstanding immediately prior to the effective time of the TKB Merger will be automatically detached
and the holder of each unit will be deemed to hold one TKB Class A ordinary share and one-half of a TKB public warrant, which underlying
Class A ordinary share and public warrant will be converted in accordance with the terms explained above.
Closing
Conditions
The
Closing is subject to customary closing conditions, including, among others, (i) approval of the transaction by TKB’s shareholders
and Wejo’s shareholders, (ii) approval of the extension of the term of TKB’s existence beyond its existing expiration date
of January 29, 2023 (the “Extension”), (iii) subject to certain materiality
exceptions, the accuracy of the representations and warranties made by Holdco, Wejo, the Merger Subs, and TKB, respectively, and compliance
by Holdco, Wejo, the Merger Subs and TKB with their respective obligations under the Business Combination Agreement, (iv) declaration
of the effectiveness by the Securities and Exchange Commission (the “SEC”)
of the Registration Statement on Form S-4 to be filed by Holdco (the “Registration Statement”),
(v) the absence of any governmental order, statute, rule or regulation or governmental action enjoining or prohibiting the consummation
of the Business Combination, (vi) expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (vii)
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, (viii) the absence of material adverse effect that is continuing with respect to TKB and Wejo,
(ix) the termination of the equity facility dated February 14, 2022 between CF Principal Investments LLC, a Delaware limited liability
company, and Wejo and (x) there being at Closing, in the reasonable and good faith assessment of Wejo or TKB, as applicable, available
cash on hand at Wejo or available cash to be borrowed pursuant to binding contractual commitments from third parties, in such amounts
that, together with (A) the net proceeds of amounts in the Trust Account (net of redemptions and transaction expenses), (B) any irrevocable
and binding financing commitments entered into pursuant to the Business Combination Agreement and (C) any non-binding financing commitments
or other sources of income that in the reasonable determination of Wejo or TKB, as applicable, are reasonably expected to be available
following the Closing, will be sufficient to fund ordinary course working capital and other general corporate purposes of Wejo in accordance
with its mid-term business plan.
Governance
The Business Combination
Agreement provides that, from and after the Closing, the board of directors of Holdco (the “Holdco
Board”) will consist of nine individuals (the majority of whom will meet the independence requirements of Nasdaq), including
two individuals that will be designated in writing by TKB Sponsor I, LLC, a Delaware limited liability company (“Sponsor”),
and seven individuals that will be designated in writing by Wejo. The Business Combination Agreement also provides that the officers
of Wejo will be appointed as the officers of Holdco.
Representations
and Warranties
The
Business Combination Agreement contains customary representations and warranties of Wejo, Holdco, and the Merger Subs, in each
case subject to customary materiality and knowledge qualifiers. In addition, the Business Combination Agreement contains customary
representations and warranties of TKB, subject to customary materiality and knowledge qualifiers.
Covenants
The
Business Combination Agreement provides for customary covenants of Wejo, Holdco, the Merger Subs and TKB, including covenants
regarding the conduct of their respective businesses during the pendency of the Business Combination and the other transactions
contemplated by the Business Combination Agreement, public disclosures, and other matters. TKB and Wejo have also agreed not to
solicit proposals relating to alternative business combination transactions or, subject to certain exceptions, enter into discussions,
or enter into any agreement, concerning, or provide confidential information in connection with, any proposals for alternative
business combination transactions.
Each
party’s board of directors may change its recommendation to its shareholders (i) at any time prior to obtaining shareholder
approval, in response to a superior proposal or (ii) from and after the initial filing of the Registration Statement on Form S-4
of Holdco and prior to obtaining shareholder approval, in the event that in the reasonable and good faith assessment of Wejo or
TKB, as applicable, at the Closing Wejo will not have available cash on hand or available cash to be borrowed pursuant to binding
contractual commitments from third parties, in such amounts that, together with the (A) net proceeds of amounts in the Trust Account,
(B) any irrevocable and binding financing commitments entered into pursuant to the Business Combination Agreement and (C) any
non-binding financing commitments or other sources of income that in the reasonable determination of Wejo or TKB, as applicable,
are reasonably expected to be available following the Closing, will be sufficient to fund ordinary course working capital and
other general corporate purposes of Wejo in accordance with its mid-term business plan.
Termination
The Business Combination
Agreement may be terminated and the Business Combination and the other transactions contemplated thereby may be abandoned at any time
before the Closing by mutual written consent of Wejo and TKB. In addition, either Wejo or TKB may terminate the Business Combination
Agreement if (i) any applicable law or governmental order, injunction, decree or ruling that prohibits, prevents, restrains, or makes
illegal the consummation of the Business Combination or the other transactions contemplated by the Business Combination Agreement is
issued, (ii) the Business Combination is not consummated by 11:59 p.m. in New York City on August 31, 2023 (the “Outside
Date”), (iii) TKB’s shareholders have not approved the Extension or (iv) the requisite approval of Wejo Shareholders
(the “Wejo Shareholder Approval”) or the requisite approval of TKB shareholders
(the “TKB Shareholder Approval”) is not obtained.
Further, subject to the terms and conditions of the
Business Combination Agreement, Wejo may terminate the Business Combination Agreement in the event that, among other things, (i) TKB has
breached or failed to perform any of its covenants or other agreements under the Business Combination Agreement, or any of its representations
and warranties set forth therein has become inaccurate, in either case, in a manner that would give rise to the failure of certain key
conditions to the consummation of the Business Combination, as set forth in the Business Combination Agreement, and such breach, failure
to perform, violation or inaccuracy is not capable of being cured by TKB by the applicable time set forth in the Business Combination
Agreement, (ii) prior to obtaining the TKB Shareholder Approval, the TKB board of directors changes or withdraws its recommendation to
the shareholders of TKB in connection with the Business Combination or the other transactions contemplated by the Business Combination
Agreement, or recommends or approves a competing acquisition proposal (in each case, a “TKB
Board Recommendation Change”), or (iii) Wejo enters into a definitive agreement with respect to a superior proposal at any
time prior to obtaining the Wejo Shareholder Approval, as described in the Business Combination Agreement, provided that Wejo has complied
with its non-solicitation obligations under the Business Combination Agreement and paid the applicable termination fee described below.
Subject to the terms and
conditions of the Business Combination Agreement, TKB may terminate the Business Combination Agreement in the event that, among other
things, (i) Wejo or Merger Sub has breached or failed to perform any of their respective covenants or other agreements under the Business
Combination Agreement, or any of their respective representations and warranties set forth therein has become inaccurate, in each case,
in a manner that would give rise to the failure of certain key conditions to the consummation of the Business Combination, as set forth
in the Business Combination Agreement, and such breach, failure to perform, violation or inaccuracy is not capable of being cured by
Wejo or Merger Sub, as applicable, by the applicable time set forth in the Business Combination Agreement, (ii) prior to obtaining the
Wejo Shareholder Approval, the Wejo board of directors changes or withdraws its recommendation to the shareholders of Wejo in connection
with the Business Combination or the other transactions contemplated by the Business Combination Agreement, or recommends or approves
a competing acquisition proposal (in each case, a “Wejo Board Recommendation Change”),
or (iii) TKB enters into a definitive agreement with respect to a superior proposal at any time prior to obtaining the TKB Shareholder
Approval, as described in the Business Combination Agreement, provided that TKB has complied with its non-solicitation obligations under
the Business Combination Agreement and paid the applicable termination fee described below.
Termination
Fees
Wejo will be required to pay TKB a termination fee
of $4,000,000 in the event that the Business Combination Agreement is terminated (i) by Wejo in order to enter into a definitive agreement
with respect to a superior proposal at any time prior to obtaining Wejo Shareholder Approval, (ii) by TKB, at any time prior to obtaining
the Wejo Shareholder Approval, upon a Wejo Board Recommendation Change other than in response to an intervening event, and (iii) (A) by
Wejo or TKB if the Wejo Shareholder Approval is not obtained, or by Wejo or TKB if the TKB Shareholder Approval is not obtained, or (B)
by Wejo or TKB because the Business Combination is not consummated by the Outside Date (but only if Wejo has failed to hold the shareholders’
meeting approving the Business Combination before the Outside Date), in each (A) and (B) only if Wejo (x) has received a competing proposal
that has been publicly proposed or disclosed and not publicly withdrawn prior to the time of the shareholders’ meeting of Wejo approving
the Business Combination (a “Public Company Acquisition Proposal”) and (y)
before the date that is six (6) months after the date of termination of the Business Combination Agreement, Wejo or any subsidiary consummates,
or enters into a definitive and binding agreement, which subsequently results in the consummation of, a transaction or series of related
transactions that would constitute a competing proposal under the Business Combination Agreement, subject to certain conditions. In no
event will TKB be entitled to receive more than one termination fee.
TKB will be required to
pay Wejo a termination fee of $4,000,000 in the event that the Business Combination Agreement is terminated (i) by TKB in order to enter
into a definitive agreement with respect to a superior proposal at any time prior to obtaining TKB Shareholder Approval, (ii) by Wejo,
at any time prior to obtaining TKB Shareholder Approval, upon a TKB Board Recommendation Change other than in response to an intervening
event, and (iii) (A) by TKB or Wejo if the TKB Shareholder Approval is not obtained, or by TKB or Wejo if the Wejo Shareholder Approval
is not obtained (provided that in such case either party would be also entitled to terminate the Business Combination Agreement because
the TKB Shareholder Approval is not obtained), or (B) by TKB or Wejo because the Business Combination is not consummated by the Outside
Date (but only if TKB has failed to hold the shareholders’ meeting approving the Business Combination before the Outside Date),
in each (A) and (B) only if TKB (x) has received a competing proposal that has been publicly proposed or disclosed and not publicly withdrawn
prior to the time of the shareholders’ meeting of TKB approving the Business Combination (a “Public
TKB Acquisition Proposal”) and (y) before the date that is six (6) months after the date of termination of the Business
Combination Agreement, TKB or any of its Affiliates consummates, or enters into a definitive and binding agreement, which subsequently
results in the consummation of, a transaction or series of related transactions that would constitute a competing proposal under the
Business Combination Agreement, subject to certain conditions. In no event will Wejo be entitled to receive more than one termination
fee.
In addition, if Wejo terminates
the Business Combination Agreement for any reasons (other than certain reasons set forth in the Business Combination Agreement), Wejo
shall pay TKB or its designee for any reasonable and documented fees and out-of-pocket expenses of TKB incurred or payable in connection
with the transactions contemplated by Business Combination Agreement up to a maximum amount of $250,000.
Funding
Commitments
Each
of Wejo and TKB will use its reasonable best efforts to obtain, at or prior to Closing, irrevocable and binding financing commitments
for a private investment in (i) common shares of Wejo at a price per share exceeding the trading price of Wejo’s common
shares for an agreed period of time immediately prior to such commitments, (ii) a convertible note issued by Wejo in terms reasonably
satisfactory to each of Wejo and TKB, or (iii) non-redemption agreements, in an aggregate amount of up to $50,000,000.
Other
Matters
In
connection with the Business Combination, Holdco will approve and adopt an equity incentive plan and authorize or reserve for
future issuance thereunder shares cumulatively representing up to 15% of the total outstanding Holdco Common Shares.
A
copy of the Business Combination Agreement will be filed by amendment on Form 8-K/A to this Current Report on Form 8-K (this
“Current Report”) within four business days of the date hereof as Exhibit
2.1, and the foregoing description of the Business Combination is qualified in its entirety by reference thereto. The
Business Combination Agreement will be filed to provide investors and security holders with information regarding its terms. It is not
intended to provide any other factual or financial information about Wejo, TKB, or their respective subsidiaries and affiliates. The
representations, warranties and covenants contained in the Business Combination Agreement were made only for purposes of that agreement
and as of specific dates; were solely for the benefit of the parties to the Business Combination Agreement; may be subject to limitations
agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk
between the parties to the Business Combination Agreement instead of establishing these matters as facts; and may be subject to standards
of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the
representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of
Holdco, Wejo, TKB, the Merger Subs or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject
matter of the representations, warranties and covenants may change after the date of the Business Combination Agreement. The Business
Combination Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the companies
and the Business Combination that will be contained in, or incorporated by reference into, the proxy statement/prospectus that the parties
will be filing in connection with the Business Combination, as well as in the other filings that each of Holdco, Wejo and TKB make with
the SEC.
Wejo
Voting Agreement
On
January 10, 2023, in connection with the execution of the Business Combination Agreement, certain shareholders of Wejo entered
into a Voting Agreement with TKB (the “Wejo Voting Agreement”).
Pursuant to the Wejo Voting Agreement, such Wejo shareholders
have agreed, among other things, to vote or cause to be voted any issued and outstanding common shares of Wejo beneficially owned by such
shareholders (or that may otherwise become beneficially owned by them prior to obtaining the Wejo Shareholder Approval) (the “Wejo
Covered Shares”) at every shareholders’ meeting of Wejo during the term of the Wejo Voting Agreement (i) in favor of
(A) a proposal to approve the Wejo 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 Wejo Merger and the other transactions
contemplated by the Business Combination Agreement, including any proposal to adjourn or postpone any meeting of the Wejo shareholders
to a later date if there are not sufficient votes to approve the proposals necessary to consummate the Wejo Merger and the other transactions
contemplated by the Business Combination Agreement, provided that no Wejo shareholder will be required to vote in favor of any waiver,
modification or amendment to the terms of the Business Combination Agreement that would be less favorable in any material respect to such
Wejo shareholder than the Business Combination Agreement attached as an exhibit to this report (excluding any amendments affecting Wejo
shareholders who are directors, officers or employees of Wejo in their capacities as such); and (ii) against (A) any competing acquisition
proposal and (B) any amendments to the Wejo’s organizational documents (other than as required to effect the Wejo Merger and the
other transactions contemplated by the Business Combination Agreement) or any other proposal or transaction that would reasonably be expected
to (1) impede, frustrate, interfere with, delay, postpone or materially adversely affect in any manner the Wejo Merger and the other transactions
contemplated by the Business Combination Agreement, (2) change, in any manner, the voting rights of any class of share capital of Wejo,
(3) result in any condition to the consummation of the Wejo Merger and the other transactions contemplated by the Business Combination
Agreement not being fulfilled or (4) result in a breach of any covenant, representation or warranty or other obligation or agreement of
Wejo under the Business Combination Agreement or Wejo shareholder under the Wejo Voting Agreement in any material respect.
As
of January 10, 2023, Wejo shareholders subject to the Wejo Voting Agreement beneficially own approximately 14.69% of the issued
and outstanding common shares of Wejo.
In
addition, each Wejo shareholder party to the Wejo Voting Agreement has agreed that, with limited exceptions provided therein,
during the period from the date of the Wejo Voting Agreement until termination thereof, he, she or it will not transfer, directly
or indirectly, any Wejo Covered Shares.
Sponsor
Voting Agreement
On January 10, 2023, in
connection with the execution of the Business Combination Agreement, Sponsor entered into and, upon execution of a counterpart signature
page certain other shareholders of TKB (collectively, the “Relevant TKB Shareholders”)
will enter into, a Voting Agreement with Wejo (the “Sponsor Voting Agreement”).
Pursuant
to the Sponsor Voting Agreement, such Relevant TKB Shareholders have agreed, among other things, to vote or cause to be voted
any issued and outstanding Subject Securities (as defined therein) beneficially owned by such shareholders (or that may otherwise
become beneficially owned by them prior to obtaining the TKB Shareholder Approval) at every shareholders’ meeting of TKB
during the term of the Sponsor Voting Agreement (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, including any proposal to adjourn or postpone any meeting of shareholders of TKB to a later date if there are not sufficient
votes to approve the proposals necessary to consummate the TKB Merger and the other transactions contemplated by the Business
Combination Agreement; and (ii) against (A) any competing acquisition proposal and any other proposal, action or transaction that
would reasonably be expected to impede, frustrate, prevent or nullify the TKB Merger or the Business Combination Agreement, and
(B) any amendments to TKB’s organizational documents (other than as required to effect the TKB Merger and the other transactions
contemplated by the Business Combination Agreement) or any other proposal or transaction that would reasonably be expected to
(1) impede, frustrate, interfere with, delay, postpone or materially adversely affect in any manner the TKB Merger and the other
transactions contemplated by the Business Combination Agreement, (2) change, in any manner, the voting rights of any class of
share capital of TKB, (3) result in any condition to the consummation of the TKB Merger and the other transactions contemplated
by the Business Combination Agreement not being fulfilled or (4) result in a breach of any covenant, representation or warranty
or other obligation or agreement of TKB under the Business Combination Agreement or any TKB Shareholder under the Sponsor Voting
Agreement in any material respect. Further, each Relevant TKB Shareholder has agreed not to redeem any of its TKB Shares in connection
with the TKB Merger or the TKB Extension Approval.
Further, 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 ordinary shares and 3,225,000 TKB private warrants, which shall be inclusive of any TKB Class B
ordinary shares and TKB 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 “Forward Purchasers”),
pursuant to those certain subscription agreements executed between Sponsor and the Forward Purchasers prior to the date hereof (“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, Sponsor shall irrevocably forfeit and surrender for no consideration and without
any further action of any party for the benefit of Wejo an aggregate amount equal to 50% of such non-forfeited Sponsor Inducement Securities
effective immediately upon Closing.
As
of January 10, 2023, the Relevant TKB Shareholders subject to the Sponsor Voting Agreement beneficially own approximately 20%
of the issued and outstanding TKB ordinary shares.
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 Subject
Securities.
Registration
Rights Agreement
At the Closing, Holdco,
Wejo, TKB, the Sponsor and certain other security holders of TKB, will enter into a registration rights agreement (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.
A
copy of the Wejo Voting Agreement, Sponsor Voting Agreement and Registration Rights Agreement will be filed by amendment on Form 8-K/A to
this Current Report within four business days of the date hereof as Exhibit 10.1, Exhibit 10.2, and Exhibit 10.3, respectively,
and the foregoing description of the Wejo Voting Agreement, Sponsor Voting Agreement and Registration Rights Agreement is qualified
in its entirety by reference thereto.