Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
January 12 2023 - 5:16PM
Edgar (US Regulatory)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Amendment
No. 2
Current
Report
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): January 10, 2023
TKB
CRITICAL TECHNOLOGIES 1
(Exact
name of registrant as specified in its charter)
Cayman
Island |
|
001-40959 |
|
98-1601095 |
(State
or Other Jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
Number) |
400
Continental Blvd, Suite 600
El
Segundo, CA 90245
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (310) 426-2055
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☒ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Units,
each consisting of one Class A ordinary share and one-half of one redeemable warrant |
|
USCTU |
|
The
Nasdaq Stock Market, LLC |
Class
A ordinary shares, par value $0.0001 per share |
|
USCT |
|
The
Nasdaq Stock Market, LLC |
Warrants,
each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share |
|
USCTW |
|
The
Nasdaq Stock Market, LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging
growth company ☒
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. ☐
EXPLANATORY
NOTE TO AMENDMENT NO. 2
This
Amendment No. 2 on Form 8-K/A (the “Amendment”) amends the Current Report on Form 8-K of TKB Critical
Technologies 1 (the “Company”), filed on January 10, 2023 (the “Original Filing” and, as
amended by Amendment No. 1 on Form 8-K/A filed on January 11, 2023, the “Amended Original Filing”), in which the
Company reported its entry into a material definitive agreement relating to the Business Combination (as defined therein). This
Amendment is being filed to correct and replace in their entirety slides 5 and 24 of the “Presentation for Investors of
Wejo Group Limited,” dated January 10, 2023, attached as Exhibit 99.2 to the Original Filing. The full presentation with the
corrected slides (the “Corrected Presentation”) is included with this Amendment. With the exception of the
inclusion of the Corrected Presentation in replacement of Exhibit 99.2 to the Original Filing, there were no changes to the Amended Original Filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits. The following exhibits are being filed herewith:
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
TKB
Critical Technologies 1 |
|
|
Date: January 12, 2023 |
By: |
/s/ Angela Blatteis |
|
Name: |
Angela Blatteis |
|
Title: |
Co-Chief Executive Officer and Chief Financial Officer |
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