Item 8.01 Other Events
On January 6, 2023, TKB Critical Technologies 1 ("TKB") filed a definitive proxy
statement (the "Extension Proxy Statement") for an extraordinary general meeting
of its shareholders to be held on January 23, 2023 to consider and act upon a
proposal to extend the date by which TKB must complete an initial business
combination to June 29, 2023 (the "Extended Date") and to make a corresponding
amendment to TKB's investment management trust agreement, dated as of October
26, 2021 (the "Trust Agreement") by and between TKB and Continental Stock
Transfer & Trust Company (together, the "Extension"). The Extension Proxy
Statement was mailed to TKB shareholders of record as of December 21, 2022.
Shareholders may obtain a copy of the Extension Proxy Statement at the SEC's
website (www.sec.gov).
As set forth in the Extension Proxy Statement, the deadline by which TKB public
shareholders had to complete the procedures for electing to redeem their Class A
ordinary shares, par value $0.0001 per share (the "Class A Ordinary Shares"),
was 5:00 p.m., Eastern Time, on January 19, 2023 ("Redemption Deadline"). The
initial number of Class A Ordinary Shares tendered for redemption prior to the
Redemption Deadline was 19,452,791.
Shareholders may withdraw redemptions with TKB's consent at any time until the
vote is taken with respect to the Extension. The vote is currently scheduled to
occur at 11:30 a.m. Eastern Time on Monday, January 23, 2023. Shareholders may
request to reverse their redemption by contacting TKB's transfer agent,
Continental Stock Transfer & Trust Company, at One State Street, 30th Floor, New
York, New York 10004, Attn: Mark Zimkind (e-mail:mzimkind@continentalstock.com).
Assuming no additional Class A Ordinary Shares are withdrawn from redemption,
upon the effectiveness of the Extension, TKB will have 9,197,209 Class A
Ordinary Shares outstanding, of which TKB Sponsor I, LLC (the "Sponsor") holds
5,650,000 shares (the "Founder Shares"). Pursuant to the letter agreement
between TKB and Sponsor entered into in connection with TKB's initial public
offering, the Sponsor has agreed to waive its redemption rights with respect to
the Founder Shares in connection with (i) the completion of an initial business
combination, (ii) the shareholder vote to approve the Extension and any
additional extensions of the Extended Date, and (iii) liquidating distributions
from TKB's trust account.
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