Item 1.01 Entry into a Material Definitive Agreement.
Business Combination Agreement
On January 10, 2023, Wejo Group Limited, an exempted company limited by shares
incorporated under the laws of Bermuda (the "Company"), entered into a business
combination agreement (as it may be amended, restated, supplemented or otherwise
modified from time to time, the "Business Combination Agreement") with TKB
Critical Technologies 1, an exempted company limited by shares incorporated
under the laws of the Cayman Islands ("TKB"), Green Merger Subsidiary Limited,
an exempted company limited by shares incorporated under the laws of the Cayman
Islands and a direct, wholly owned subsidiary of the Company ("Merger Sub 1")
and, upon formation and execution of a joinder to the Business Combination
Agreement, each of Wejo Holdings Ltd., an exempted company limited by shares
incorporated under the laws of Bermuda and a direct, wholly owned subsidiary of
the Company ("Holdco") and Wejo Acquisition Company Ltd, an exempted company
limited by shares incorporated under the laws of Bermuda and a direct, wholly
owned subsidiary of Holdco ("Merger Sub 2" and together with Merger Sub 1, the
"Merger Subs").
Pursuant to the Business Combination Agreement and subject to the satisfaction
or waiver of the terms and conditions specified therein, (i) Merger Sub 1 will
merge with and into TKB, with TKB continuing as the surviving company and a
wholly owned subsidiary of Holdco (the "TKB Merger") and (ii) Merger Sub 2 will
merge with and into the Company, with the Company continuing as the surviving
company and a wholly owned subsidiary of Holdco (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 the Company and
TKB will be a wholly owned subsidiary of Holdco. The Closing is expected to
occur in the second quarter of 2023.
Capitalized terms used in this Current Report on Form 8-K but not defined herein
have the meaning ascribed to such terms in the Business Combination Agreement.
Company 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 the Company, each common share of the Company issued and outstanding
immediately prior to the effective time (other than (i) any common shares of the
Company held in the treasury of the Company or owned by TKB and (ii) any common
shares of the Company held by shareholders of the Company 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 the Company 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 the Company 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 the
Company.
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 the Company 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 the
Company'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 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 the Company'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, the Company, the Merger Subs, and TKB,
respectively, and compliance by Holdco, the Company,
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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) 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, (vii) the absence of material adverse effect that is continuing with
respect to TKB and the Company, (viii) the termination of the equity facility
dated February 14, 2022 between CF Principal Investments LLC, a Delaware limited
liability company, and the Company and (ix) there being at Closing, in the
reasonable and good faith assessment of the Company or TKB, as applicable,
available cash on hand at the Company 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, (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 the Company or
TKB, as applicable, are reasonably expected to be available following the
. . .
Item 7.01. Regulation FD Disclosure.
On January 10, 2023, the Company and TKB issued a joint press release (the
"Press Release") announcing the execution of the Business Combination Agreement.
In addition, the Company posted on its website a presentation for investors with
respect to the proposed business combination with TKB (the "Presentation").
Copies of each of the Press Release and Presentation are attached hereto as
Exhibits 99.1 and 99.2 and incorporated herein by reference.
The information set forth in this Item 7.01 and the exhibits incorporated by
reference herein will not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibits are being filed herewith:
Exhibit Number Description
99.1 Press Release, dated January 10, 2023.
99.2 Presentation for Investors of Wejo Group Limited, dated January 10,
2023.
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