TKB trust balance retains an additional $3.7
million after final shareholder vote on extension of time to
consummate business combination
Wejo Group Limited (NASDAQ: WEJO) (“Wejo”), a global leader in
Smart Mobility for Good™ cloud and software solutions for
connected, electric and autonomous vehicle data, today announced
TKB Critical Technologies 1 (NASDAQ: USCT) ("TKB") retained
approximately $56.7 million in its trust account after a final
shareholder vote to extend the time it has to consummate a business
combination to June 29, 2023. The vote, which was approved by
approximately 99% of the votes cast at the meeting, representing
approximately 82% of TKB’s outstanding shares, resulted in the
retention of approximately $3.7 million more in TKB’s trust account
than was reported by TKB on January 25, 2023.
“TKB’s retention of $6.7 million more than expected in total in
its trust account reflects TKB shareholders’ continued confidence
in the value of Wejo’s business, which includes an expected
200-300% year-over-year growth in revenue during 2023,” said
Richard Barlow, Founder and CEO at Wejo. “We are excited by the
potential capital that will be available to us following the
closing of the business combination with TKB. The successful
execution of this transaction will allow us to continue to invest
in our technology platform, deliver innovative smart mobility for
good solutions, and scale our capabilities to meet increasing
customer demand.”
For more information about Wejo and TKB business combination
please visit
https://www.wejo.com/resources/wejo-tkb-critical-technologies-1-business-combination-explained
About Wejo
Wejo Group Limited is a global leader in cloud and software
analytics for connected, electric, and autonomous mobility,
revolutionizing the way we live, work and travel by transforming
and interpreting historic and real-time vehicle data. Wejo enables
smarter mobility by organizing trillions of data points from 20.8
million vehicles, of which 13.9 million were active on the platform
transmitting data in near real-time, and over 94.6 billion journeys
globally as of December 31, 2022, across multiple brands, makes and
models, and then standardizing and enhancing those streams of data
on a vast scale. Wejo partners with ethical, like-minded companies
and organizations to turn that data into insights that unlock value
for consumers. With the most comprehensive and trusted data,
information, and intelligence, Wejo is creating a smarter, safer,
more sustainable world for all. Founded in 2014, Wejo has offices
in Manchester, UK and in regions where Wejo does business around
the world. For more information, visit www.wejo.com or connect with
us on LinkedIn, Twitter, and Instagram.
Forward-Looking Statements
This communication includes “forward-looking statements” within
the meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. All statements
other than statements of historical fact contained in this
communication are forward-looking statements. Forward-looking
statements with respect to TKB, Wejo and their potential business
combination and related transactions (the “Potential Business
Combination”), include statements regarding the anticipated
benefits of the Potential Business Combination, the anticipated
timing of the Potential Business Combination, the products and
services offered by Wejo and the markets in which it operates
(including future market opportunities), Wejo’s projected future
results, future financial condition and performance and expected
financial impacts of the Potential Business Combination (including
future revenue, pro forma enterprise value and cash balance), the
satisfaction of closing conditions to the Potential Business
Combination and the level of redemptions of TKB’s public
shareholders, and Wejo’s expectations, intentions, strategies,
assumptions or beliefs about future events, results of operations
or performance or that do not solely relate to historical or
current facts. These forward-looking statements generally are
identified by the words “anticipate,” “believe,” “estimate,”
“expect,” “forecast,” “future,” “intend,” “may,” “opportunity,”
“plan,” “potential,” “project,” “representative of,” “scales,”
“should,” “strategy,” “valuation,” “will,” “will be,” “will
continue,” “will likely result,” “would,” and similar expressions
(or the negative versions of such words or expressions).
Forward-looking statements are based on current assumptions,
estimates, expectations, and projections of the management of TKB
and Wejo and, as a result, are subject to risks and uncertainties.
Many factors could cause actual future events to differ materially
from the forward-looking statements in this communication,
including but not limited to: (i) the risk that the Potential
Business Combination may not be completed in a timely manner or at
all, which may adversely affect the price of TKB’s and Wejo’s
securities, (ii) the risk that the Potential Business Combination
may not be completed by TKB’s business combination deadline and the
potential failure to obtain an extension of the business
combination deadline if sought by TKB, (iii) the failure to satisfy
the conditions to the consummation of the Potential Business
Combination, including the approval of the Potential Business
Combination by the shareholders of TKB and Wejo, the satisfaction
of the minimum trust account amount following any redemptions by
TKB’s public shareholders (if applicable), the failure by Wejo to
obtain the additional financing required to complete the Potential
Business Combination, and the receipt of certain governmental and
other third-party approvals (or that such approvals result in the
imposition of conditions that could reduce the anticipated benefits
from the Potential Business Combination or cause the parties to
abandon the Potential Business Combination), (iv) the lack of a
fairness opinion from Wejo in determining whether or not to pursue
the Potential Business Combination, (v) the occurrence of any
event, change or other circumstance that could give rise to the
termination of the definitive agreements relating to the Potential
Business Combination, (vi) the effect of the announcement or
pendency of the Potential Business Combination on Wejo’s business
relationships, operating results, performance and business
generally, (vii) risks that the Potential Business Combination
disrupts current plans and operations of Wejo and the disruption of
management's attention due to the Potential Business Combination,
(viii) the outcome of any legal proceedings that may be instituted
against TKB or Wejo related to the Potential Business Combination,
(ix) the ability to maintain the listing of the securities of the
surviving entity resulting from the Potential Business Combination
on a national securities exchange, (x) changes in the combined
capital structure of TKB and Wejo following the Potential Business
Combination, (xi) changes in the competitive industries and markets
in which Wejo operates or plans to operate, (xii) changes in laws
and regulations affecting Wejo’s business, (xiii) the ability to
implement business plans, forecasts, and other expectations after
the completion of the Potential Business Combination, and identify
and realize additional opportunities, (xiv) risks related to the
uncertainty of Wejo’s projected financial information, (xv) risks
related to Wejo’s rollout of its business and the timing of
expected business milestones, (xvi) risks related to Wejo’s
potential inability to achieve or maintain profitability and
generate cash, (xvii) current and future conditions in the global
economy, including as a result of the impact of the COVID-19
pandemic, inflation, supply chain constraints, and other
macroeconomic factors and their impact on Wejo, its business and
markets in which it operates, (xviii) the ability of Wejo to
maintain relationships with customers, suppliers and others with
whom Wejo does business, (xix) the potential inability of Wejo to
manage growth effectively, (xx) the enforceability of Wejo’s
intellectual property, including its patents and the potential
infringement on the intellectual property rights of others, (xxi)
costs or unexpected liabilities related to the Potential Business
Combination and the failure to realize anticipated benefits of the
Potential Business Combination or to realize estimated pro forma
results and underlying assumptions, including with respect to
estimated shareholder redemptions, (xxii) changes to the proposed
structure of the Potential Business Combination that may be
required or are appropriate as a result of applicable laws or
regulations, (xxiii) the ability to recruit, train and retain
qualified personnel, and (xxiv) the ability of the surviving entity
resulting from the Potential Business Combination to issue equity
or obtain financing.
The foregoing list of factors that may affect the business,
financial condition or operating results of TKB and/or Wejo is not
exhaustive. Additional factors are set forth in their respective
filings with the U.S. Securities and Exchange Commission (the
“SEC”), and further information concerning TKB and Wejo may emerge
from time to time. In particular, you should carefully consider the
foregoing factors and the other risks and uncertainties described
in the “Risk Factors” section of (a) TKB’s (i) prospectus filed
with the SEC on October 28, 2021, (ii) Annual Report on Form 10-K
for the year ended December 31, 2021, filed with the SEC on March
14, 2022, (iii) Forms 10-Q filed with the SEC on May 13, 2022,
August 12, 2022 and November 12, 2022, (b) Wejo’s (i) Annual Report
on Form 10-K for the year ended December 31, 2021, filed with the
SEC on March 31, 2022 (as amended on April 11, 2022), (iii) Forms
10-Q filed with the SEC on May 16, 2022, August 15, 2022 and
November 21, 2022, and (c) other documents filed or to be filed by
TKB and/or Wejo with the SEC (including a registration statement on
Form S-4 to be filed in connection with the Potential Business
Combination). There may be additional risks that neither TKB nor
Wejo presently know or that TKB and Wejo currently believe are
immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. Readers are
urged to consider these factors carefully in evaluating these
forward-looking statements.
Forward-looking statements speak only as of the date they are
made. Readers are cautioned not to put undue reliance on
forward-looking statements. TKB and Wejo expressly disclaim any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained herein to
reflect any change in their expectations with respect thereto or
any change in events, conditions, or circumstances on which any
statement is based, except as required by law, whether as a result
of new information, future events, or otherwise. Neither TKB nor
Wejo gives any assurance that either TKB, Wejo or the combined
company will achieve its expectations.
No Offer or Solicitation.
This communication does not constitute an offer to sell, or a
solicitation of an offer to buy, or a recommendation to purchase,
any securities in any jurisdiction, or the solicitation of any
proxy, vote, consent or approval in any jurisdiction in connection
with the Potential Business Combination or any related
transactions, nor shall there be any sale, issuance or transfer of
any securities in any jurisdiction where, or to any person to whom,
such offer, solicitation or sale may be unlawful under the laws of
such jurisdiction. This communication does not constitute either
advice or a recommendation regarding any securities. This
communication is restricted by law; it is not intended for
distribution to, or use by any person in, any jurisdiction where
such distribution or use would be contrary to local law or
regulation. No offer of securities shall be made except by means of
a prospectus meeting the requirements of Section 10 of the
Securities Act, as amended, or exemptions therefrom.
NONE OF THE SEC NOR ANY OTHER SECURITIES COMMISSION OR SIMILAR
REGULATORY AGENCY OF ANY OTHER U.S. OR NON-U.S. JURISDICTION HAS
REVIEWED, EVALUATED, APPROVED, DISAPPROVED, PASSED UPON OR ENDORSED
THE MERITS OF, THE POTENTIAL BUSINESS COMBINATION OR ADEQUACY OF
THE INFORMATION CONTAINED HEREIN, OR DETERMINED THAT THIS
COMMUNICATION IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
To the fullest extent permitted by law, in no circumstances will
TKB, Wejo or any of their respective subsidiaries, shareholders,
affiliates, representatives, partners, directors, officers,
employees, advisers or agents be responsible or liable for any
direct, indirect or consequential loss or loss of profit arising
from the use of this communication, its contents (including the
internal economic models), its omissions, reliance on the
information contained within it, or on opinions communicated in
relation thereto or otherwise arising in connection therewith.
Important Information About the Proposed Business Combination
and Where to Find It.
In connection with the Potential Business Combination, TKB and
Wejo intend to file relevant materials with the SEC, including a
registration statement on Form S-4, which will include a document
that serves as a joint prospectus and proxy statement, referred to
as a proxy statement/prospectus. A proxy statement/prospectus will
be sent to all shareholders of TKB and Wejo. TKB and Wejo will also
file other documents regarding the Potential Business Combination
with the SEC. Before making any voting or investment decision,
investors and security holders of TKB and Wejo are urged to read
the registration statement, the proxy statement/prospectus and all
other relevant documents filed or that will be filed with the SEC
in connection with the Potential Business Combination as they
become available because they will contain important information
about the Potential Business Combination.
Investors and security holders will be able to obtain free
copies of the registration statement, the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC by TKB and Wejo through the website
maintained by the SEC at www.sec.gov.
The documents filed by TKB with the SEC also may be obtained
free of charge upon written request to TKB Critical Technologies
1,400 Continental Blvd, Suite 6000, El Segundo, CA 90245 or via
email at ablatteis@tkbtech.com.
The documents filed by Wejo with the SEC also may be obtained
free of charge upon written request to Wejo Group Limited, ABC
Building, 21-23 Quay Street, Manchester, M3 4A or via email at
investor.relations@wejo.com.
Participants in the Solicitation.
This communication may be deemed solicitation material in
respect of the Potential Business Combination. TKB, Wejo and their
respective directors, executive officers and other members of
management and employees may, under SEC rules, be deemed to be
participants in the solicitation of proxies from TKB’s or Wejo’s
shareholders in connection with the Potential Business Combination.
A list of the names of such directors and executive officers, and
information regarding their interests in the Potential Business
Combination and their ownership of TKB’s or Wejo’s securities, as
applicable, are, or will be, contained in their respective filings
with the SEC. Additional information regarding the interests of
those persons and other persons who may be deemed participants in
the Potential Business Combination may be obtained by reading the
proxy statement/prospectus regarding the Potential Business
Combination when it becomes available. You may obtain free copies
of these documents as described above.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230131005672/en/
Media: Ben Hohmann, Wejo ben.hohmann@wejo.com
Katie Obrien, RH Strategic, on behalf of Wejo
kobrien@rhstrategic.com
Investors: Tahmin Clarke, Wejo tahmin.clarke@wejo.com
TKB Critical Technologies: Angela Blatteis, TKB
ablatteis@tkbtech.com
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